12.31.12 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 11-K
___________________________________
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES AND EXCHANGE ACT 1934
(Mark One)
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x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
For the transition period from to
Commission file number 1-15967
___________________________________
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A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
The Dun & Bradstreet Corporation 401 (k) Plan
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B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
The Dun & Bradstreet Corporation,
103 JFK Parkway, Short Hills, NJ 07078
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The Dun & Bradstreet Corporation 401(k) Plan
Table of Contents |
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| Financial Statements | |
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| Supplemental Schedule * | |
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| Exhibit | |
| Exhibit-23: CONSENT OF PRICEWATERHOUSECOOPERS LLP | |
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* | Other Schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrators of
The Dun & Bradstreet Corporation 401(k) Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Dun & Bradstreet 401(k) Plan (the “Plan”) at December 31, 2012 and December 31, 2011, and the changes in net assets available for benefits for the year ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 20, 2013
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The Dun & Bradstreet Corporation 401(k) Plan Statements of Net Assets Available for Benefits As of December 31, 2012 and 2011 |
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(dollars in thousands) | 2012 | | 2011 |
Assets: | | | |
Investments at fair value | $ | 774,070 |
| | $ | 718,285 |
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Receivables: | | | |
Employer contribution (Note 1) | 5,265 |
| | 7,425 |
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Notes receivable from participants (Note 1) | 6,773 |
| | 6,242 |
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Total receivables | 12,038 |
| | 13,667 |
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Total Assets | 786,108 |
| | 731,952 |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts (Note 2) | (7,593 | ) | | (6,729 | ) |
Net assets available for benefits | $ | 778,515 |
| | $ | 725,223 |
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See accompanying notes to the financial statements.
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The Dun & Bradstreet Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2012 |
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(dollars in thousands) | 2012 |
Additions: | |
Additions to net investments attributed to: | |
Investment income: | |
Net appreciation in fair value of investments (Note 5) | $ | 65,732 |
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Interest income | 5,426 |
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Dividend income | 9,416 |
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Total investment income | 80,574 |
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Contributions: | |
Participant | 23,446 |
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Employer | 12,669 |
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Rollovers | 2,086 |
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Total contributions | 38,201 |
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Total additions | 118,775 |
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Deductions: | |
Deductions from net assets attributed to: | |
Benefits paid to participants | 64,716 |
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Administrative expenses | 767 |
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Total deductions | 65,483 |
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Increase in Net Assets Available for Benefits (Note 10) | 53,292 |
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Net assets available for plan benefits: | |
Beginning of year | 725,223 |
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End of year | $ | 778,515 |
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See accompanying notes to the financial statements.
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
1. Background and Plan Description
The Dun & Bradstreet Corporation (the “Company”) sponsors the Dun & Bradstreet Corporation 401(k) Plan, (the “Plan”), a defined contribution plan, offered on a voluntary basis to all eligible employees of the Company. The Plan was established for employees of the Company and designed to help employees supplement their retirement income. The funding of the Plan is made through employee and Company contributions.
The following summary of major Plan provisions in effect for the plan years 2012 and 2011 is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan has been amended to reflect the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001, the Pension Protection Act of 2006, and the Heroes Earnings Assistance and Relief Tax Act of 2008.
Eligibility
All active employees of the Company in the United States are immediately eligible to participate in the Plan on their date of hire. Active employees hired after March 31, 2004, who have not enrolled in the Plan within 60 days of their hire date, are automatically enrolled at a contribution rate of 3% of pre-tax eligible earnings in the default investment options under the Plan which are the age appropriate BlackRock LifePath Portfolios. A participant may opt out of the automatic enrollment by electing his or her own contribution rate or choosing not to participate in the 401(k) Plan within 60 days of their hire date.
Contributions
Each eligible participant may contribute between 1% to 50% of compensation (subject to the Internal Revenue Service (“IRS”) compensation limit of $250,000) to the Plan on a pre-tax and/or Roth basis, subject to an overall IRS limit ($17,000 in 2012). Additionally, an eligible participant may contribute between 1% to 16% of compensation to the Plan on a post-tax basis. The total pre-tax, Roth and post-tax contribution percentage cannot exceed 50% of compensation. In addition, participants age 50 and over have the ability to contribute up to an additional $5,500 in pre-tax and /or Roth contributions through the Plan's catch-up contribution provisions. Catch-up contributions are not eligible for Company matching contributions. The total pre-tax, Roth, post-tax and catch-up contribution percentage cannot exceed 75% of compensation. Contributions are made to the Plan each payroll period by participants through payroll deductions and by the Company on behalf of participants.
The Company matches $0.50 per dollar of the first 7% of a participant's eligible compensation, or a maximum employer match of 3.5%.
In January 2012, the Company's Board of Directors approved a supplemental employer matching contribution in the amount of approximately $7.4 million to employees who participated in the Plan during 2011 subject to the IRS limit of $49,000. This discretionary supplemental match was in recognition of U.S. employees' success in its business during 2011. The contribution was reflected as 2011 employer contributions. The 2011 supplemental match provided an additional $0.50 match on employees 2011 contributions which when added to the on-going match totaled a dollar per dollar match for a maximum of 7% of compensation
In January 2013, the Company's Board of Directors approved a supplemental employer matching contribution in the amount of approximately $5.3 million to employees who participated in the Plan during 2012, subject to the IRS limit of $50,000. This discretionary supplemental match was in recognition of U.S. employees' success in its business during 2012. The contribution was reflected as 2012 employer contributions. The 2012 supplemental match provided an additional $0.34 match on employee's 2012 contributions which when added to the on-going match totaled $.84 per dollar match for a maximum of 5.9% of compensation.
Participant Accounts
A separate account is established and maintained for each Plan participant. Contributions by the participant and the Company are invested in one or more of the Plan's investment funds as designated by the participant. Income earned, administrative expenses, and net appreciation or depreciation on Plan investments for a given fund is allocated in
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
proportion to the participant's account balance in that fund on a daily basis. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. The Plan provides for 100% vesting in the value of Company contributions plus actual earnings thereon to a participant's Plan account at the end of three years of service. In addition, a participant becomes 100% vested in the value of Company contributions if actively employed and attains age 65, becomes totally and permanently disabled or dies.
Investment Options
The Plan is a participant directed plan. At December 31, 2012, the Plan offered the following sixteen investment options:
The Dun & Bradstreet Corporation Common Stock Fund is invested principally in the common stock of The Dun & Bradstreet Corporation, as well as a small amount of short-term investments held in a Fidelity money market fund to provide liquidity for daily participant activity. Participants cannot direct more than 50% of their current contribution or existing account balance into the Dun & Bradstreet Corporation Common Stock Fund.
The BlackRock Balanced Index Fund is invested approximately 60% in the BlackRock Equity Index Fund - Class T and approximately 40% in a BlackRock U.S. Debt Index Fund - Class K. The objective of the fund is to achieve “built-in” diversification through investments in both stocks and bonds, and earning returns that match the combined performance of the two indices underlying the fund.
The BlackRock Extended Equity Market Fund Class K seeks to match the performance of the Dow Jones U.S. Completion Total Market Index. The fund invests in securities that make up the Dow Jones U. S. Completion Total Stock Index. The index is comprised of the stocks of small and medium U.S. companies that are not included in the S & P 500 index.
The BlackRock EAFE Equity Index Fund Class T is invested in stocks from certain countries outside the U.S. The Fund seeks to match the performance of the Morgan Stanley Capital International Europe Australasia Far East Index.
The BlackRock Equity Index Fund Class T is invested in the stocks included in the S&P 500 Index, which contains 500 predominantly large U.S. based companies.
The BlackRock Small Cap Growth Equity Portfolio Institutional Class invests at least 80% of its net assets in equity securities issued by U.S. small capitalization growth companies in which the fund seeks long - term capital appreciation.
The BlackRock LifePath Portfolios Class D - including LifePath, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050 and LifePath Retirement Fund Class D are invested in multiple asset classes in the U.S. and abroad. Each portfolio seeks to produce competitive returns over a set period of time while controlling risk, utilizing a combination of all or some of the following investments: stocks, bonds, real estate investment trusts (“REITs”), Treasury inflation protection securities (“TIPS”), and money market investments. Except for the Retirement Portfolio which maintains a static allocation, as time passes, a team of investment managers at BlackRock gradually shifts the investment mix from a greater concentration of higher-risk investments (namely stock funds and REITs) to a greater concentration of lower-risk investments (bond funds, TIPS, and money market instruments). The names of the BlackRock LifePath Portfolios are based on the approximate year when investors will need their money from the portfolio for retirement.
Effective March 9, 2011, the below mentioned Fidelity mutual funds offered under the Plan changed to a lower cost institutional share class. The benefit of the change in the share classes is that they have a lower expense ratio than the shares previously offered in the Plan. The names of the new share classes were changed to The Fidelity Low-Priced Stock Fund Class K; the Fidelity Diversified International Fund Class K; the Fidelity Blue Chip Growth Fund Class K and the Fidelity Equity-Income Fund Class K.
The Fidelity Low-Priced Stock Fund Class K is normally invested at least 80% of assets in “low-priced” common stocks. Low-priced stocks are stocks that are priced at or below $35 per share at the time of investment. Often these are stocks of smaller, less well-known companies that the fund's portfolio manager considers undervalued.
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
The Fidelity Diversified International Fund Class K is normally invested in non-U.S. securities, primarily in common stock. The fund may invest in emerging markets, convertible securities and cash-equivalent investments.
The Fidelity Blue Chip Growth Fund Class K is invested in common stocks of well-known and established companies considered “blue chip” by the fund's portfolio manager. The fund may also invest in companies believed to have above-average growth potential.
The Fidelity Equity-Income Fund Class K is normally invested at least 80% of assets in equity securities, primarily in income-producing equity securities which tend to lead to investments in large-cap stocks. The fund may also invest in other types of equity and debt securities, including lower-quality debt securities.
The Munder Mid-Cap Core Growth Fund Class Y is invested in at least 80% of its assets in equity securities of mid-capitalization companies. The Fund defines these as companies with a market capitalization similar to those represented by the S&P MidCap 400 Index.
The Northern Small Cap Value Fund is normally invested at least 80% of net assets in equity securities of small capitalization companies with market capitalization that are, at the time of purchase, within the range of the Russell 2000 Index. The fund primarily invests in the securities of U.S. issuers, but it may also invest to a limited extent in the securities of foreign issuers.
The Perkins Mid Cap Value Fund Class I is invested in assets which are common stocks of mid-sized companies whose stock prices are believed to be undervalued. The investments seek capital appreciation.
The PIMCO Total Return Fund Institutional Class is invested primarily in investment-grade bonds, including U.S. government, corporate, mortgage-backed and foreign bonds.
The Dun & Bradstreet Stable Value Fund is an investment option that seeks to provide safety of principal and a stable credited rate of interest. Galliard Capital Management, (“Galliard”) the fund's advisor, invests in investment contracts of financial institutions, guaranteed investment contracts (“GICs”), and synthetic GICs. The synthetic GICs are comprised of a high quality fixed income portfolio invested in Galliard Fixed Income Funds and wrap contracts issued by highly rated financial institutions. These wrap contracts serve to stabilize the return of the fund by offsetting price fluctuations in the underlying fixed income portfolio.
Payment of Benefits
If a participant leaves the Company, the participant is entitled to receive the vested value of the account balance. If a participant's vested account value is $1,000 or less, it will be paid in a lump-sum payment. If the vested value of the account balance is greater than $1,000, a participant may request an immediate lump-sum payment, or a participant may choose to delay payment to a later date, but not beyond April 1 of the year after the participant reaches age 70½. If a lump-sum distribution is received, the participant may be eligible to roll it over into another employer plan or Individual Retirement Account (“IRA”).
All participants who are no longer actively employed with the Company may elect to receive installment payments under the Plan. Installment payments can be paid monthly, quarterly and annually, for a period not to exceed 20 years.
Effective March 15, 2011, a participant who has been called to active military duty for a period in excess of 30 days may request a distribution of his or her pre-tax and Roth 401(k) contributions under the Plan. Taking such withdrawal would prohibit the participant from making contributions under the Plan for a 6 month period following the date of distribution.
Notes Receivable from Participants
Participants may obtain loans from the Plan, which are collateralized by the vested balance in their accounts. The Plan limits the total number and amount of loans outstanding at any time for each participant, to two loans. The minimum loan amount is $500 and the maximum is the lower of 50% of a participant's vested account balance or $50,000, limited by existing outstanding loans. Additionally, a participant's loan repayment amount cannot exceed 15% of his or her semi-monthly gross compensation. Interest rates applicable to Plan loans are based on the prime rate as reported in Reuters on the last business day of the month before the loan is processed plus 2%. At December 31, 2012 and 2011, interest on
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
participant loans ranged between 5.25% and 11.5%. Interest income from notes receivable from participant's amounted to $343,158 in 2012. Delinquent loans are treated as distributions based upon the terms of the Plan document.
Forfeited Accounts
Amounts forfeited by non-vested participants who terminated employment during the year ended December 31, 2012 were $805,154. This amount was used to reduce Company contributions. As of December 31, 2012 and 2011, forfeited participant accounts totaled $51,120 and $34,215. The December 31, 2012 amount will be used to reduce future Company contributions.
Administration of the Plan
The Board of Directors of the Company appointed three committees to perform certain administrative and fiduciary responsibilities for the Plan. The three committees consist of the Plan Benefits Committee, the Qualified Plan Investment Committee and the Plan Administration Committee (the “Administrators”). Fidelity Management Trust Company (the “Trustee”) is the Trustee of the Plan and has custody of the Plan's assets. Fidelity Workplace Services LLC is the record keeper. The expenses of administering the Plan are paid by the Company except for investment management fees, which are charged to the Plan, and certain loan and withdrawal transaction fees, which are paid by the participant.
Plan Termination
While the Company has not expressed any intention to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA and the IRC, which state that, in such event, all participants of the Plan shall be fully vested in the amounts credited to their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America using the accrual method of accounting.
As described in Accounting Standards Codification (“ASC”) 946-210, Financial Services - Investment Companies, investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis with respect to the fully benefit -responsive investment contracts.
Use of Estimates
The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and when applicable, disclosure of contingent assets and liabilities. The most significant estimates of the Plan relate to the valuation of investments. Actual results could differ from those estimates.
Risks and Uncertainties
As mentioned in Note 1, the Plan provides for various investment options in any combination of stock, common/collective trusts, mutual funds, traditional and synthetic guaranteed investment contracts, and short term investments. Investment securities, in general, are exposed to various risks, such as interest rate, liquidity, credit and overall market volatility.
Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values in the near term could materially affect the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits, as well as participant account balances.
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
The Plan is exposed to credit loss in the event of non-performance by the companies with whom the investment contracts are placed. However, the Plan administrators do not anticipate non-performance by these companies.
Payment of Benefits
Benefit payments to participants are recorded when paid.
Investment Valuation
The Plan's investments are reported at fair value. See Note 4 for a discussion of fair value measurements.
Investment Transactions and Investment Income
Purchases and sales of securities are reflected on a trade date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis.
The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of its investments, which consist of realized gains and losses and the unrealized appreciation and depreciation on those investments.
3. Recently Issued Accounting Standards
In May 2011, the FASB issued ASU No. 2011- 4, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS,” which converges fair value measurement and disclosure guidance in U.S. GAAP with fair value measurement and disclosure guidance issued by the International Accounting Standards Board (“IASB”). The amendments in the authoritative guidance do not modify the requirements for when fair value measurements apply. The amendments generally represent clarifications on how to measure and disclose fair value under ASC 820, “Fair Value Measurement.” The authoritative guidance is effective prospectively for interim and annual periods beginning after December 15, 2011. Plan management adopted the provisions of this accounting standard in 2012 and the adoption has not had a material impact on the Plan's financial statements.
In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities.” The amendments in this ASU require a company to disclose information about offsetting and related arrangements to enable users of its financial statement to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013. A plan should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Plan management is currently assessing the impact of the adoption of this authoritative guidance on the Plan's financial statements.
In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11, “Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities” or “ASU No. 2011-11.” The authoritative guidance limits the scope of the offsetting disclosures to (i) recognized derivative instruments accounted for in accordance with ASC 815, “Derivatives and Hedging”, or “ASC 815,” subject to the authoritative guidance for offsetting in the statement of financial position and (ii) recognized derivative instruments accounted for in accordance with ASC 815 that are subject to an enforceable master netting arrangement or similar agreement. The authoritative guidance is effective for annual reporting periods beginning on or after January 1, 2013. Plan management is currently assessing the impact of the adoption of this authoritative guidance on the Plan's financial statements.
4. Fair Value Measurements
ASC 820, Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value under current accounting pronouncements that requires or permits fair value measurement and enhances disclosures. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
The three levels of the fair value hierarchy under ASC 820 are described below as follows:
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices available in active markets for identical investments as of the reporting date.
Level 2 - Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies. Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability and
Level 3 - Inputs to the valuation methodology are significant and unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instrument's level or categorization within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at December 31, 2012 and 2011.
Dun & Bradstreet Corporation Common Stock Fund
Dun & Bradstreet Corporation common stock is valued at the closing price reported on the New York Stock Exchange Composite Listing and is classified within Level 1 of the valuation hierarchy.
Collective Investment Trusts
These investments are investment vehicles valued using the Net Asset Value (“NAV”). The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The collective trust funds have no unfunded commitments at December 31, 2012. Collective Investment Trusts are classified within Level 2 of the valuation hierarchy because they may be redeemed at net asset value daily and because the underlying investment prices are observable.
Mutual Funds
These investments are public investment securities held by the Plan that are registered with the Securities and Exchange Commission and valued using the NAV. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Mutual Funds are classified within Level 1 of the valuation hierarchy because mutual funds are publicly traded and the NAV quoted in active markets and may be redeemed daily.
Dun & Bradstreet Stable Value Fund
The Dun & Bradstreet Stable Value Fund is invested in cash equivalents, GICs issued by banks or insurance companies and synthetic GICs. Traditional GICs are contracts issued by banks or insurance companies that guarantee principal repayment and a fixed or floating interest rate for a predetermined period of time. The fair value of a traditional GIC is based on the present value of the future cash flows from the GIC using current discount rate. The current discount rate is determined by using a Treasury rate for an equivalent remaining duration, and a GIC spread. Traditional GICs are classified within Level 2 of the valuation hierarchy, as the inputs for determining fair value are observable.
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
Synthetic GICs are comprised of a high quality fixed income portfolio and wrap contracts issued by high quality financial institutions. The fair value of a synthetic GIC is the total fair value of the fixed income portfolio (based on the fair value of the underlying fixed income securities) and the value of the wrap contracts. The fair value of the wrap contracts is determined using the replacement method, i.e. the difference between the current wrap fees and the contracted wrap fees via a re-bid process discounted to present value using the current discount rate. Synthetic GICs are classified within Level 2 of the valuation hierarchy, as the inputs for determining fair value are observable.
Short Term Investment Funds (“STIF”)
These investments are collective trusts whose assets typically include cash, bank notes, corporate notes, government bills and various short-term debt instruments. They are valued at the NAV of $1. The short term funds are classified within Level 2 of the valuation hierarchy as the underlying investment inputs are observable.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2012.
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(dollars in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
The Dun & Bradstreet Corporation Common Stock Fund | $ | 48,864 |
| | $ | — |
| | $ | — |
| | $ | 48,864 |
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Common / Collective Trusts | | | | | | | |
Debt Index | — |
| | 13,814 |
| | — |
| | 13,814 |
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Equity Index | — |
| | 240,202 |
| | — |
| | 240,202 |
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Target Date Retirement Funds | — |
| | 76,345 |
| | — |
| | 76,345 |
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Total Common / Collective Trusts | — |
| | 330,361 |
| | — |
| | 330,361 |
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Mutual Funds | | | | | | | |
Growth Funds | 141,828 |
| | — |
| | — |
| | 141,828 |
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Fixed Income Funds | 66,479 |
| | — |
| | — |
| | 66,479 |
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Total Mutual Funds | 208,307 |
| | — |
| | — |
| | 208,307 |
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Dun & Bradstreet Stable Value Fund | | | | | | | |
Traditional GICs | — |
| | 5,666 |
| | — |
| | 5,666 |
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Synthetic GICs | | | | | | | |
Fixed Income Securities | — |
| | 159,253 |
| | — |
| | 159,253 |
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Wrapper Contracts | — |
| | 128 |
| | — |
| | 128 |
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Money Market Fund | — |
| | 21,846 |
| | — |
| | 21,846 |
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Total Stable Value Fund | — |
| | 186,893 |
| | — |
| | 186,893 |
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Net Payables | — |
| | (355 | ) | | — |
| | (355 | ) |
Total Investments at Fair Value | $ | 257,171 |
| | $ | 516,899 |
| | $ | — |
| | $ | 774,070 |
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There were no significant transfers between Level 1 and Level 2 investments during the year ended December 31, 2012.
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The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2011.
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(dollars in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
The Dun & Bradstreet Corporation Common Stock Fund | $ | 53,004 |
| | $ | — |
| | $ | — |
| | $ | 53,004 |
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Common / Collective Trusts | | | | | | | |
Debt Index | — |
| | 9,406 |
| | — |
| | 9,406 |
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Equity Index | — |
| | 198,739 |
| | — |
| | 198,739 |
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Target Date Retirement Funds | — |
| | 70,200 |
| | — |
| | 70,200 |
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Total Common / Collective Trusts | — |
| | 278,345 |
| | — |
| | 278,345 |
|
Mutual Funds | | | | | | | |
Growth Funds | 134,949 |
| | — |
| | — |
| | 134,949 |
|
Fixed Income Funds | 56,997 |
| | — |
| | — |
| | 56,997 |
|
Total Mutual Funds | 191,946 |
| | — |
| | — |
| | 191,946 |
|
Dun & Bradstreet Stable Value Fund | | | | | | | |
Traditional GICs | — |
| | 3,142 |
| | — |
| | 3,142 |
|
Synthetic GICs | | | | | | | |
Fixed Income Securities | — |
| | 172,192 |
| | — |
| | 172,192 |
|
Wrapper Contracts | — |
| | 182 |
| | — |
| | 182 |
|
Money Market Fund | — |
| | 19,274 |
| | — |
| | 19,274 |
|
Total Stable Value Fund | — |
| | 194,790 |
| | — |
| | 194,790 |
|
Short Term Investment Funds | — |
| | 200 |
| | — |
| | 200 |
|
Total Investments at Fair Value | $ | 244,950 |
| | $ | 473,335 |
| | $ | — |
| | $ | 718,285 |
|
There were no significant transfers between Level 1 and Level 2 investments during the year ended December 31, 2011.
5. Investments
Investments held by the Plan at December 31, 2012 and 2011 are summarized as follows:
|
| | | | | | | |
(dollars in thousands) | 2012 | | 2011 |
At fair value: | | | |
Common Stock | $ | 48,170 |
| | $ | 52,341 |
|
Common/Collective Trusts | 330,361 |
| | 278,345 |
|
Mutual Funds | 208,307 |
| | 191,946 |
|
Traditional GICs | 5,666 |
| | 3,142 |
|
Synthetic GICs | 159,381 |
| | 172,374 |
|
Short Term Investment Funds, Money Market Funds, Net Payables | 22,185 |
| | 20,137 |
|
Total Investments held by the Plan | $ | 774,070 |
| | $ | 718,285 |
|
|
|
The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
Plan investments that represent 5% or more of the Plan's net assets at December 31, 2012 and 2011were as follows:
|
| | | | | | | |
(dollars in thousands) | 2012 | | 2011 |
At fair value: | | | |
Common Stocks: | | | |
Dun & Bradstreet Corporation Common Stock | $ | 48,170 |
| | $ | 52,341 |
|
Common / Collective Trusts: | | | |
BlackRock Extended Equity Market Fund Class K | $ | 45,176 |
| | $ | 37,998 |
|
BlackRock Equity Index Fund Class T | $ | 166,276 |
| | $ | 144,699 |
|
Mutual Funds: | | | |
PIMCO Total Return Fund Institutional Class | $ | 66,479 |
| | $ | 56,997 |
|
Dun & Bradstreet Stable Value Fund: | | | |
Galliard Fixed Income Fund A | $ | 56,202 |
| | $ | 59,795 |
|
Galliard Fixed Income Fund F | $ | 75,947 |
| | $ | 83,157 |
|
During 2012, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
| | | |
(dollars in thousands) | 2012 |
Common Stocks: | |
The Dun & Bradstreet Corporation Common Stock | $ | 2,691 |
|
Common / Collective Trusts: | |
BlackRock Extended Equity Market Fund Class K | 6,977 |
|
BlackRock Equity Index Fund Class T | 20,724 |
|
BlackRock EAFE Equity Index Fund Class T | 4,176 |
|
BlackRock Balanced Index Fund | 3,014 |
|
BlackRock LifePath Portfolio Retirement Fund Class D | 889 |
|
BlackRock LifePath Portfolio 2015 Fund Class D | 881 |
|
BlackRock LifePath Portfolio 2020 Fund Class D | 1,440 |
|
BlackRock LifePath Portfolio 2025 Fund Class D | 1,531 |
|
BlackRock LifePath Portfolio 2030 Fund Class D | 1,472 |
|
BlackRock LifePath Portfolio 2035 Fund Class D | 1,000 |
|
BlackRock LifePath Portfolio 2040 Fund Class D | 453 |
|
BlackRock LifePath Portfolio 2045 Fund Class D | 436 |
|
BlackRock LifePath Portfolio 2050 Fund Class D | 65 |
|
Mutual Funds: | |
BlackRock Small Cap Growth Equity Portfolio Institutional Fund | (77 | ) |
Fidelity Blue Chip Growth Fund - Class K | 4,283 |
|
Fidelity Diversified International Fund - Class K | 4,381 |
|
Fidelity Equity-Income Fund - Class K | 2,499 |
|
Fidelity Low-Priced Stock Fund - Class K | 2,656 |
|
Munder Mid-Cap Core Growth Fund - Class Y | 3,991 |
|
Northern Small Cap Value Fund | 317 |
|
Perkins Mid Cap Value Fund - Class I | 123 |
|
PIMCO Total Return Fund Institutional Class | 1,810 |
|
| $ | 65,732 |
|
6. Contracts with Insurance Companies
The Plan has an investment in the Dun & Bradstreet Stable Value Fund (“Stable Value Fund”) which is comprised of benefit-responsive investment contracts with various insurance companies. These benefit responsive investment
|
|
The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
contracts or GICs are contracts issued by insurance companies that guarantee a return at a set rate of interest for a predetermined period of time.
The Stable Value Fund is invested in cash equivalents, traditional GICs issued by banks or insurance companies, and synthetic GICs. Synthetic GICs include security-backed contracts which are comprised of two components, an underlying fixed income portfolio that invests primarily in U.S. domestic fixed income securities (bonds) and a wrap contract issued by a financial institution to provide stability of principal and interest. The Stable Value Fund is invested in broadly diversified portfolios of fixed income securities including financial instruments issued by highly rated companies.
As described in Note 2, because the investment contracts are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the investment contract. Contract value, as reported to the Plan by the insurance companies, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
There are no reserves required against contract value for credit risk of the contract issuer or otherwise. Credited interest rates for fixed rate contracts are fixed for the duration of such contracts and depend upon market conditions when the contract is negotiated. For floating rate contracts, interest rates are reset each quarter.
The yield earned by the Stable Value Fund at December 31, 2012 and 2011 was 1.05% and 1.67%, respectively. This represents the annualized earnings of all investments in the Stable Value Fund, including the earnings recorded at the underlying collective trust funds, divided by the fair value of all investments in the Stable Value Fund at December 31, 2012 and 2011, respectively.
The yield earned by the Stable Value Fund with an adjustment to reflect the actual interest rate credited to participants in the Stable Value Fund at December 31, 2012 and 2011 was 2.58% and 3.03%, respectively. This represents the annualized earnings credited to participants in the Stable Value Fund divided by the fair value of all investments in the Stable Value Fund at December 31, 2012 and 2011, respectively.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan), (2) changes to the Plan's prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under Employee Retirement Income Security Act of 1974. The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan's ability to transact at contract value with participants, is probable.
The investment contracts do not permit the insurance companies to terminate the agreement prior to the scheduled maturity date.
7. Tax Status
On March 24, 2009 the Company received from the IRS a favorable determination letter on the Plan which included all amendments to the Plan made on February 19, 2009 and prior. That letter expired in January 2013 in accordance with the regular IRS determination letter remedial cycling procedures and the Company applied for and received from the IRS on May 31, 2013 a new determination letter which was applicable to all amendments made to the Plan and related Trust Document executed subsequent to the receipt of the March 24, 2009 letter.
The Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no provision is made for income taxes in the accompanying financial statements. Participants will not be subject to income tax for contributions made on their behalf by the Company, nor on money earned by the Plan and credited to their account until such time as they withdraw their balance.
|
|
The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Company has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan has recognized no interest or penalties related to any uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions. In September 2009, the Company was informed by the IRS that the Plan would undergo an examination of its December 31, 2007 tax return, the audit has been completed and in January 2012, the Company received a letter from the IRS advising that they had accepted, as filed, the tax return for the tax year ended December 31, 2007. The Company believes it is no longer subject to income tax examinations for years prior to 2007.
8. Related-Party Transactions
Certain Plan investments are in shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Following is the activity for the year ending December 31, 2012.
|
| | | |
(dollars in thousands) | Fidelity Mutual Funds |
Settled amount from purchases | $ | 21,418 |
|
Settled amount from sales | $ | 29,165 |
|
Dividends paid | $ | 3,698 |
|
Net appreciation | $ | 13,819 |
|
Total value on December 31, 2012 | $ | 106,328 |
|
Fees paid by the Plan for administrative services paid to the trustee amounted to $232,277 for the year ended December 31, 2012.
The Plan invests in common stock of The Dun & Bradstreet Corporation. This qualifies as party-in-interest transactions. Following is the activity for the year ending December 31, 2012.
|
| | | |
(dollars in thousands) | The Dun & Bradstreet Corporation |
Settled amount from purchases | $ | 2,371 |
|
Settled amount from sales | $ | 9,224 |
|
Dividends paid | $ | 1,000 |
|
Net appreciation | $ | 2,691 |
|
Total value on December 31, 2012 | $ | 48,170 |
|
9. Subsequent Events
The Plan evaluates subsequent events and the evidence they provide about conditions existing at the date of the Statement of Net Assets Available for Benefits as well as conditions that arose after the Statement of Net Assets Available for Benefits date but before the financial statements are issued. The effects of conditions that existed at the date of the Statement of Net Assets Available for Benefits date are recognized in the financial statements. Events and conditions arising after the Statement of Net Assets Available for Benefits date but before the financial statements are issued are evaluated to determine if disclosure is required to keep the financial statements from being misleading. To the extent such events and conditions exist, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. Management has applied this guidance and determined that it had no effect on the Plan's financial statements.
|
|
The Dun & Bradstreet Corporation 401(k) Plan Notes to Financial Statements December 31, 2012 and 2011 |
10. Reconciliation of Financial Statements to Form 5500
The accompanying financial statements present fully benefit-responsive contracts at contract value. The Form 5500 requires fully benefit-responsive contracts to be reported at fair value. Therefore, there is an adjustment from fair value to contract value for fully benefit-responsive contracts and represents a reconciling item.
The following is a reconciliation of Net Assets Available for Benefits from the Plan's financial statements to the Form 5500:
|
| | | | | | | |
(dollars in thousands) | December 31, 2012 | | December 31, 2011 |
Net assets available for benefits per financial statements: | $ | 778,515 |
| | $ | 725,223 |
|
Adjustment from contract value to fair value for fully benefit-responsive investment contracts | 7,593 |
| | 6,729 |
|
Net assets available for benefits per Form 5500: | $ | 786,108 |
| | $ | 731,952 |
|
The following is a reconciliation of the increase in Net Assets Available for Benefits from the Plan's financial statements to the Form 5500:
|
| | | |
(dollars in thousands) | December 31, 2012 |
Net Increase in net assets available for benefits per financial statements: | $ | 53,292 |
|
Change in adjustment from fair value to contract value for fully benefit-responsive investment contracts | 864 |
|
Net Income per Form 5500: | $ | 54,156 |
|
|
|
The Dun & Bradstreet Corporation 401 (k) Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2012 |
|
| | | | | | | | | | |
(a) | | (b) | | (c) | | (d) | | (e) |
| | Identity of issue, borrower, lessor or similar party | | Description of investment including maturity date, rate of interest, collateral par or maturity value | | Cost | | Current Value |
* | | The Dun & Bradstreet Corporation Common Stock Fund | | Common Stock and Money Market Funds | | ** | | $ | 48,864,374 |
|
| | | | | | | | |
| | BlackRock US Debt Index Fund Class K | | Common / Collective Trusts | | ** | | 13,814,266 |
|
| | Blackrock EAFE Equity Index Fund Class T | | Common / Collective Trusts | | ** | | 28,749,698 |
|
| | Blackrock Extended Eqiuty Market Fund Class K | | Common / Collective Trusts | | ** | | 45,176,106 |
|
| | Blackrock Equity Index Fund Class T | | Common / Collective Trusts | | ** | | 166,276,369 |
|
| | BlackRock LifePath Portfolio Retirement Fund Class D | | Common / Collective Trusts | | ** | | 10,341,575 |
|
| | BlackRock LifePath Portfolio 2015 Fund Class D | | Common / Collective Trusts | | ** | | 8,678,512 |
|
| | BlackRock LifePath Portfolio 2020 Fund Class D | | Common / Collective Trusts | | ** | | 12,282,084 |
|
| | BlackRock LifePath Portfolio 2025 Fund Class D | | Common / Collective Trusts | | ** | | 14,610,074 |
|
| | BlackRock LifePath Portfolio 2030 Fund Class D | | Common / Collective Trusts | | ** | | 12,907,238 |
|
| | BlackRock LifePath Portfolio 2035 Fund Class D | | Common / Collective Trusts | | ** | | 9,066,855 |
|
| | BlackRock LifePath Portfolio 2040 Fund Class D | | Common / Collective Trusts | | ** | | 4,102,122 |
|
| | BlackRock LifePath Portfolio 2045 Fund Class D | | Common / Collective Trusts | | ** | | 3,550,032 |
|
| | BlackRock LifePath Portfolio 2050 Fund Class D | | Common / Collective Trusts | | ** | | 805,627 |
|
| | | | | | | | 330,360,558 |
|
| | | | | | | | |
| | BlackRock Small Cap Growth Equity Portfolio Institutional | | Mutual Funds | | ** | | 3,899,452 |
|
* | | Fidelity Blue Chip Growth Fund - Class K | | Mutual Funds | | ** | | 30,591,891 |
|
* | | Fidelity Diversified International Fund - Class K | | Mutual Funds | | ** | | 28,316,948 |
|
* | | Fidelity Equity-Income Fund - Class K | | Mutual Funds | | ** | | 19,648,199 |
|
* | | Fidelity Low-Priced Stock Fund Class K | | Mutual Funds | | ** | | 27,771,156 |
|
| | Munder Mid-Cap Core Growth Fund Class Y | | Mutual Funds | | ** | | 26,188,219 |
|
| | Northern Small Cap Value Fund | | Mutual Funds | | ** | | 3,312,433 |
|
| | Perkins Mid Cap Value Fund Class I | | Mutual Funds | | ** | | 2,099,732 |
|
| | PIMCO Total Return Fund Institutional Class | | Mutual Funds | | ** | | 66,479,032 |
|
| | | | | | | | 208,307,062 |
|
| | | | | | | | |
| | Dun & Bradstreet Stable Value Fund - Insurance and Investment Contracts | | | | |
| | | | | | | | |
| | Traditional GIC | | | | | | |
| | Metropolitan Life Insurance Co | | Insurance Contract # 32264 6/11/2014 2.16% | | ** | | 2,146,193 |
|
| | Protective Life Insurance | | Insurance Contract #GA - 2053 12/4/2015 .92% | | | | 3,519,601 |
|
| | Synthetic GICs | | | | | | |
| | Monumental Life Insurance | | Synthetic GIC 3.75% | | | | |
| | Underlying Assets | | | | | | |
| | Galliard Fixed Income Fund A | | Fixed Income Securities | | ** | | 56,107,879 |
|
| | | | Wrapper Contract | | ** | | 93,940 |
|
| | | | | | | | 56,201,819 |
|
| | State Street Bank & Trust | | Synthetic GIC # 107092 ADJ% 12/31/2020 | | | | |
| | Underlying Assets | | | | | | |
| | Galliard Fixed Income Fund F | | Fixed Income Securities | | ** | | 26,326,975 |
|
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
|
|
The Dun & Bradstreet Corporation 401 (k) Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2012 |
|
| | | | | | | | | | |
| | Prudential Insurance Company of America | | Synthetic GIC # 062434 ADJ% 12/31/2040 | | | | |
| | Underlying Assets | | | | | | |
| | Galliard Fixed Income Fund F | | Fixed Income Securities | | ** | | 49,620,312 |
|
| | | |
| | | | |
| | JP Morgan Chase Bank N.A. | | Synthetic GIC ADUNBRADSTREET ADJ % 12/31/2020 | | | | |
| | Underlying Assets | | | | | | |
| | Galliard Fixed Income Fund D | | Fixed Income Securities | | ** | | 27,198,413 |
|
| | | | Wrapper Contract | | ** | | 33,692 |
|
| | | | | | | | 27,232,105 |
|
| | | | | | | | |
| | Wells Fargo Short-Term Investment Fund | | Money Market Funds | | ** | | 21,846,367 |
|
| | | | | | | | |
| | Total Value Dun & Bradstreet Stable Value Fund | | | | | | 186,893,372 |
|
| | | | | | | | |
| | Net Payables | | | | | | (355,207 | ) |
| | Notes Receivable from Participants | | Participants Loans (interest rates ranging from 5.25% - 11.50% and maturing through 2022) | | | | 6,772,630 |
|
| | | | | | | | |
| | | | TOTAL INVESTMENTS | | | | $ | 780,842,789 |
|
* | | Party In Interest Transactions | | | | | | |
** | | Not applicable as these are participants-directed transactions | | | | |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Benefits Committee, the Qualified Plan Investment Committee and the Plan Administration Committee of The Dun & Bradstreet Corporation have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
|
| | |
THE DUN & BRADSTREET CORPORATION 401 (k) PLAN |
By: | | /s/ Anthony Pietrontone, Jr. |
| | Anthony Pietrontone, Jr. |
| | Principal Accounting Officer and Corporate Controller, The Dun & Bradstreet Corporation |
|
| | |
| | /s/ Julian Prower |
| | Julian Prower |
| | Leader Human Resources, The Dun & Bradstreet Corporation |