11-K
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

 

     
x
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
  For the fiscal year ended December 31, 2003
 
   
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
             
For the transition period from
      to    
 
     

Commission file number 1-15967 (The Dun & Bradstreet Corporation)

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Profit Participation Plan of The Dun & Bradstreet Corporation.

 

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

1


 

Profit Participation Plan of The Dun & Bradstreet Corporation

Table of Contents

         
    Page(s)
    3  
       
    4  
    5  
    6-14  
       
    15  
    16  
    17  
    18-19  

*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.

2


 

Report of Independent Registered Public Accounting Firm

 

To the Plan Benefits Committee of
The Dun & Bradstreet Corporation

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 Profit Participation Plan of The Dun & Bradstreet Corporation (the “Plan”) at December 31, 2003 and December 31, 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 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 H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2003 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

PricewaterhouseCoopers LLP
Florham Park, NJ
June 11, 2004

3


 

Financial Statements

Profit Participation Plan of The Dun & Bradstreet Corporation
Statements of Net Assets Available for Plan Benefits
December 31, 2003 and 2002


                 
(dollars in thousands)
  2003
  2002
Assets
               
Investments (see Note 3)
  $ 732,966     $ 616,251  
 
   
 
     
 
 
Receivables
               
Employer contributions receivable
    1,767        
 
   
 
     
 
 
Total Receivables
    1,767        
 
   
 
     
 
 
Net assets available for plan benefits
  $ 734,733     $ 616,251  
 
   
 
     
 
 

See accompanying notes to the financial statements.

4


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 2003


         
(dollars in thousands)
       
Additions
       
Additions to net assets attributed to
       
Investment income
       
Net appreciation in fair value of investments (see Note 3)
  $ 119,092  
Interest income
    12,035  
Dividend income
    1,491  
 
   
 
 
 
    132,618  
Contributions
       
Participant
    19,748  
Employer
    15,143  
Transfer from Harris Infosource International, Inc. 401k plan (see Note 1)
    2,741  
 
   
 
 
Total contributions
    37,632  
 
   
 
 
Total additions
    170,250  
 
   
 
 
Deductions
       
Deductions from net assets attributed to benefits paid to participants
    51,720  
Administrative expenses
    48  
 
   
 
 
Total deductions
    51,768  
 
   
 
 
Net increase
    118,482  
Net assets available for plan benefits
       
Beginning of year
    616,251  
 
   
 
 
End of year
  $ 734,733  
 
   
 
 

See accompanying notes to the financial statements.

5


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
1.   Background and Plan Description
 
    The Dun & Bradstreet Corporation (the “Company”) established a Trust (the “Trust”) for the purpose of holding the assets of the Profit Participation Plan of The Dun & Bradstreet Corporation (the “Plan”).
 
    During 2001, the Company acquired 100% of iMarket. The Plan has been amended effective January 1, 2002 to include eligibility and vesting requirements for iMarket employees. In January 2002, assets totaling $1.72 million were transferred into the Plan from the iMarket 401(k) plan. In 2001 the Company acquired Harris Infosource International, Inc (‘Harris’). On January 3, 2003 the Harris 401(k) Plan was terminated and assets totaling $2.741 million were transferred into the Plan from the Harris 401(k) Plan. Harris participants became 100% vested in their Harris Plan balances upon transfer to the Plan, and will be covered under all Plan provisions. Harris 401(k) Plan assets were invested in comparable investment fund options in the Plan and, prior to the transfer of assets, the Harris participants were permitted to change those investment fund options.
 
    As of July 31, 2002, Dun & Bradstreet outsourced certain technology functions, including data center operations, to Computer Sciences Corporation “CSC”. In connection with the transaction the Company amended the Plan to effect full vesting for employees terminated by D&B in connection with the outsourcing to CSC. As a result of the amendment, terminated participants related to the CSC outsourcing were permitted to either have their fully vested balance transferred to a CSC plan, have their fully vested balance remain in the Plan or have their fully vested balance distributed. The impacted employees will no longer be able to contribute to the Plan. To the extent a participant elected to make a direct rollover of his or her account balance to a CSC plan, any outstanding loan was, to the extent elected, also transferred as part of the direct rollover transaction.
 
    The following summary of major Plan provisions in effect for the Plan year 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 (“EGTRRA”).
 
    Eligibility
 
    Full time team members of the Company are immediately eligible to participate in the Plan on their date of hire. Part time team members who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan.

6


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
    Contributions
 
    Each eligible participant may contribute up to 16% of covered compensation to the Plan on a pre and/or post-tax basis, subject to an overall limit imposed by the Internal Revenue Code (“IRC”). In addition participants age 50 and over have the ability to contribute up to an additional $2,000 in pre-tax contributions through the Plan’s catch-up contribution provisions. The Company makes minimum matching contributions equal to 50% of the first 6% of covered compensation contributed by the participant. In addition, through 2002 the Company also made an additional match if the increase in the Company’s current year earnings per share (“EPS”) was greater than 10% over the prior year EPS of the Company (“EPS Match”). The amount of the EPS Match was determined for each participant based on the extent to which the average increase in EPS exceeds 10%. The EPS Match was made in the form of Dun & Bradstreet Corporation Common Stock.
 
    Effective for the year ended December 31, 2003, the basis on which the Company’s additional match is calculated was changed from EPS to revenue growth (“Revenue Match). The Revenue Match is determined according to a matrix that is based on the external annual guidance provided for the performance measure.
 
    Participant Accounts
 
    A separate account is established and maintained for each Plan participant. Contributions are invested in one or more of the Plan’s investment funds as designated by the participant. Prior to 2001, the EPS Match was participant-directed, however an amendment to the Plan in the year ended 2001 made the EPS Match Company-directed. However the EPS Match allocated to each participant may not be transferred from the Dun & Bradstreet Common Stock Fund until the participant is terminated or reaches the age of 50. In addition, participants may have no more than 50% of contributions directed to The Dun & Bradstreet Common Stock Fund. Income earned and net appreciation or depreciation on Plan investments for a given fund are allocated in proportion to the participant’s account balance in that fund on a daily basis.
 
    The Plan currently offers the following thirteen funds:

  (a)   The Special Fixed Income Fund is invested in investment contracts with one or more insurance companies and/or other financial institutions. For fixed rate contracts, the interest rate of each contract depends on market conditions at the time the contract is negotiated and the length of the contract. For floating rate contracts, the interest rate is based on the yield of a market index chosen at the time the contract is negotiated and is reset quarterly based on changes in the index’s yield.
 
  (b)   The PIMCO Total Return Fund — Administrative Class is invested primarily in investment-grade bonds, including U.S. government, corporate, mortgage-backed and foreign bonds.
 
  (c)   The Barclays Global Investors Balanced Index Fund is invested approximately 60% in an S&P 500 index fund and approximately 40% in a U.S. fixed income index fund. The Fund holds units of Barclays Global Investors Equity Index Fund T and Barclays Global Investors US Debt Market Fund K.

7


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)

  (d)   The Dun & Bradstreet Corporation Common Stock Fund is invested primarily 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.
 
  (e)   The Moody’s Corporation Common Stock Fund is invested primarily in the common stock of Moody’s 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. No new contributions or transfers in are allowed.
 
  (f)   The Fidelity Aggressive Growth Fund is invested primarily in common stocks of domestic and foreign issuers. The fund focuses on medium-sized companies, but may also invest in larger or smaller companies and foreign companies.
 
  (g)   The Fidelity Blue Chip Growth Fund 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.
 
  (h)   The Fidelity Diversified International Fund is normally invested in non-US Securities, primarily in common stock. The fund may invest in emerging markets, convertible securities and cash-equivalent investments.
 
  (i)   The Fidelity Equity Income Fund 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.
 
  (j)   The Fidelity Low-Priced Stock Fund 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 time of investment. Often these are stocks of smaller, less well-known companies that the funds portfolio manager considers undervalued.
 
  (k)   The Barclays Global Investors Mid and Small Capitalization Index Fund is invested in stocks of medium-and small-sized U.S. companies. The fund will consider investing in substantially all U.S. common stocks that are not included in the S&P 500 Index. The fund also holds units in Barclays Global Investors Extended Equity Market Fund K.
 
  (l)   The Barclays Global Investors International Equity Index Fund is invested in stocks of highly capitalized companies in 21 developed countries located in Western Europe, Australia, Japan and the Pacific Rim. The fund also holds units in Barclays Global Investors EAFE Equity Index Fund T.
 
  (m)   The Barclays Global Investors S&P 500 Index Fund is invested in the stocks included in the S&P 500 Index, which contains 500 predominantly large U.S. — based companies. The Fund holds units in Barclays Global Investors Equity Index Fund T.

8


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
    Payment of Benefits
 
    The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. On termination of employment due to death, retirement or disability, a participant or his or her beneficiary is entitled to receive the vested amount allocated to the participant’s account as a lump sum distribution or in annual installments over a period of not longer than 20 years. Distributions from participant accounts with five thousand dollars or less are required to be lump sum payments.
 
    Participant Loans
 
    Participants may obtain loans from the Plan, which are secured by the vested balance in their account. The Plan limits the total number and amount of loans outstanding at any time for each participant, to two general-purpose loans and one principal residence loan. The minimum loan amount is five hundred dollars and the maximum is the lower of 50% of a participant’s vested account balance or fifty-thousand dollars, limited by existing outstanding loans. Interest rates applicable to Plan loans are based on the prime rate as reported in The Wall Street Journal on the last business day of the month before the loan is processed plus 200 basis points. At December 31, 2003 and 2002, interest on participant loans ranged between 6% and 11.5% and 6.25% and 11.5%, respectively.
 
    Vesting
 
    Participants are immediately vested in their employee 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 vesting service. In addition, a participant becomes 100% vested in the value of Company contributions immediately upon attainment of age 65 or if he/she becomes totally and permanently disabled or dies.
 
    Amounts forfeited by nonvested or partially vested participants who terminated employment during the year ended December 31, 2003 were $530. As of December 31, 2003, forfeited participant accounts totaled $118 and will be used to reduce future Company contributions.
 
    Administration of the Plan
 
    Effective September 29, 2003 the Board of Directors of the Company replaced the Management Employee Benefits Committee with a three-committee structure, consisting of the Plan Benefits Committee, the Qualified Plan Investment Committee and the Plan Administration Committee. Fidelity Management Trust Company (the “Trustee”) is the Trustee of the Plan and has custody of the Plan’s assets. The expenses of administering the Plan are paid by the Company except for investment management fees which are charged to the Plan.
 
    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 the ERISA and the Internal Revenue Code, which state that, in such event, all participants of the Plan shall be fully vested in the amounts credited to their accounts.

9


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
2.   Summary of Significant Accounting Policies
 
    Basis of Accounting
 
    The financial statements of the Plan are prepared on the accrual method of accounting.
 
    Use of Estimates
 
    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and to disclose 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
 
    The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. 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 risks in the near term could materially affect the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.
 
    Payment of Benefits
 
    Benefits are recorded when paid.
 
    Investment Valuation
 
    Investments in Mutual Funds are valued at the closing fund share price based on market quotations on the last business day of the Plan year. Investments in common stock are valued based on their closing quoted market price on the last business day of the Plan year. Common/Collective Trusts are valued at the net asset value as reported by the fund managers. Fair values of the underlying investments are based upon the latest published market quotations, where available. Investments in benefit responsive contracts with insurance companies are valued at contract value.
 
    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.

10


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
3.   Investments
 
    Investments held by the Plan at December 31, 2003 and 2002 are summarized as:
                 
(dollars in thousands)
  2003
  2002
At fair value
               
Common Stocks
  $ 131,594     $ 96,225  
Common/Collective Trusts
    258,667       210,394  
Mutual Funds
    83,864       57,446  
Money Market Funds
    13,857       9,876  
Participant Loans
    6,473       6,783  
At contract value
               
Insurance Contracts
    238,511       235,527  
 
   
 
     
 
 
Total Investments Held by the Plan
  $ 732,966     $ 616,251  
 
   
 
     
 
 

    Investments that represent 5% or more of the Plan’s net assets at December 31, 2003 and 2002 are identified as follows:
                 
(dollars in thousands)
  2003
  2002
Common Stocks
               
The Dun & Bradstreet Corporation Common Stock
  $ 59,265     $ 39,332  
Moody’s Corporation Common Stock
    72,329       56,892  
Common/Collective Trust
               
Barclays Global Investors S&P 500 Index
    190,291       158,552  
Insurance Contracts
               
Massachusetts Mutual
    20,014       37,361  
Metropolitan Life Inc Co.
    75,305       54,486  
Pacific Life Insurance Co.
    52,738       27,582  
Principal Life Insurance
    30,606       43,019  
Travelers Insurance Company
    36,638       35,324  
Other (investments individually less than 5%)
    195,780       163,703  
 
   
 
     
 
 
Total investments
  $ 732,966     $ 616,251  
 
   
 
     
 
 

11


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
    This footnote represents only the depreciation/appreciation in the funds. Other factors, such as contributions, withdrawals, interest income and dividend income also attributed to the change in net assets. During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated or appreciated in value as follows:
 
    (dollars in thousands)
         
Net Appreciation
       
Common Stocks
       
The Dun & Bradstreet Corporation Common Stock
  $ 19,063  
Moody’s Corporation Common Stock
    24,826  
Common/Collective Trusts
       
Barclays Global Investors Mid and Small Capitalization Index Fund
    9,566  
Barclays Global Investors S&P 500 Index Fund
    43,002  
Barclays Global Investors International Equity Index Fund
    3,126  
Barclays Global Investors Balanced Index Fund
    3,883  
Mutual Funds
       
Fidelity Equity Income Fund
    1,814  
Fidelity Blue Chip Growth Fund
    2,611  
Fidelity Low-Price Stock Fund
    4,476  
Fidelity Aggressive Growth Fund
    3,953  
Fidelity Diversified International Fund
    2,709  
PIMCO Total Return Fund — Administrative Class
    63  
 
   
 
 
Total net appreciation
  $ 119,092  
 
   
 
 

12


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
4.   Company-Directed Investments
 
    Information about the net assets and the significant components of the changes in net assets relating to the Company-directed EPS Match is as follows:
                 
(dollars in thousands)
  December 31,
    2003   2002
Net assets
               
The Dun & Bradstreet Corporation Common Stock
  $ 14,634     $ 3,858  
                 
    Year Ended
    December 31,
    2003      
Changes in net assets
             
Contributions
  $ 7,685        
Net appreciation in fair value of investments
    4,403        
Less administrative expenses
    (5 )      
Benefits paid to participants
    (548 )      
Forfeitures
    (187 )      
Transfers to participant-directed investments
    (572 )      
 
   
 
     
 
  $ 10,776      
 
   
 
     

5.   Contracts with Insurance Companies
 
    The Plan has entered into benefit-responsive investment contracts with various insurance companies. The average life of the contracts is 3 to 5 years. Participants in the Plan can invest in these contracts by allocating a percentage of their contributions into the Special Fixed Income Fund. The Special Fixed Income Fund is credited with earnings on the underlying investment contracts and charged for participant withdrawals. Such contracts are included in the financial statements at contract value as reported to the Plan by the respective contract issuers. Contract values represent contributions made under the contract, plus earnings, less participant withdrawals. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates ranged from 1.93% to 7.14% for 2003 and 1.99% to 7.14% for 2002. 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 fair value of the contracts as of December 31, 2003 and 2002 were $243,464 and $243,235, respectively. The fair value of insurance contracts is a required financial statements disclosure for information purposes only.

13


 

Profit Participation Plan of The Dun & Bradstreet Corporation
Notes to Financial Statements
December 31, 2003 and 2002


    (dollars in thousands)
 
6.   Tax Status
 
    The Internal Revenue Service has determined and informed the Company by a letter dated December 2, 2002, that the Plan and related trust are designed in accordance with applicable sections of the IRC. Although the letter does not address Plan amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001, 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.
 
7.   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. Fees paid by the Plan for administrative services amounted to $48 for the year ended December 31, 2003.
 
8.   Subsequent Event
 
    The Plan was amended to allow Hoover’s 401(k) Profit Sharing Plan participants to participate in the Plan effective January 1, 2004. On January 5, 2004, assets totaling $2.479 million were transferred from Hoovers 401(k) Profit Sharing Plan into the Plan.

14


 

Supplemental Schedule

Profit Participation Plan of The Dun & Bradstreet Corporation
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2003


                         
    Price Per   Number of   Fair Market
Description of Investments   Share/Unit   Shares/Units   Value
Common Stocks
                       
The Dun & Bradstreet Corporation Common Stock
    50.71       1,168,697     $ 59,264,625  
Moody’s Corporation Common Stock
    60.55       1,194,541       72,329,458  
 
                   
 
 
 
                    131,594,083  
Common/Collective Trusts
                       
Barclays Global Investors Mid/Sm Cap Index Fund
    26.88       1,211,971       32,577,780  
Barclays Global Investors S&P 500 Index Fund
    32.65       5,828,196       190,290,600  
Barclays Global Investors International Equity Index Fund
    9.14       1,271,132       11,618,146  
Barclays Global Investors Balanced Index Fund
    10.99       2,200,203       24,180,231  
 
                   
 
 
 
                    258,666,757  
Mutual Funds
                       
Fidelity Equity Income Fund*
    49.75       198,676       9,884,131  
Fidelity Blue Chip Growth Fund*
    39.63       367,082       14,547,460  
Fidelity Low-Priced Stock Fund*
    34.98       528,841       18,498,858  
Fidelity Aggressive Growth Fund*
    14.93       1,138,516       16,998,044  
Fidelity Diversified International Fund*
    24.12       428,722       10,340,775  
PIMCO Total Return Fund — Administrative Class
    10.71       1,269,357       13,594,813  
 
                   
 
 
 
                    83,864,081  
Insurance Contracts at Contract Value
                       
Massachusetts Mutual #35055   04/01/04   7.14%
    1.00       20,014,287       20,014,287  
Metropolitan Life Insurance Co #25835   10/01/04   5.63%
    1.00       13,951,232       13,951,232  
Metropolitan Life Insurance Co #28352   4/01/05   4.64%
    1.00       43,194,154       43,194,154  
Metropolitan Life Insurance Co #28891   10/01/08   3.56%
    1.00       18,159,410       18,159,410  
New York Life Insurance #GA31397   3/31/06   1.93%
    1.00       16,721       16,721  
New York Life Insurance #GA31459   10/01/07   2.11%
    1.00       5,036,291       5,036,291  
New York Life Insurance #GA31817   10/01/08   3.51%
    1.00       18,156,914       18,156,914  
Pacific Life Insurance Co #G-26694-01   4/03/06   5.48%
    1.00       29,093,344       29,093,344  
Pacific Life Insurance Co #G-26694-02   4/01/08   3.76%
    1.00       23,645,069       23,645,069  
Principal Life Insurance #4-04402-08   4/01/04   3.53%
    1.00       12,105,198       12,105,198  
Principal Life Insurance #4-04402-09   4/01/08   3.72%
    1.00       18,500,980       18,500,980  
Travelers Insurance Co #GR 18419   4/02/07   3.72%
    1.00       36,637,748       36,637,748  
 
                   
 
 
 
                    238,511,348  
Money Market Funds
                       
Fidelity Investments Short Term Investment Fund*
                    13,857,196  
Participant Loans
                       
Loans to Participants
                    6,472,647  
 
                   
 
 
Total investments
                  $ 732,966,112  
 
                   
 
 

*Party in interest transaction.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Benefits Committee of The Dun & Bradstreet Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION (Name of Plan)

         
 
       
  BY:   /s/ Patricia A. Clifford
     
      Patricia A. Clifford
      Vice President of Human Resources
 
       
 
       
  BY:   /s/ Mary Jane Raymond
     
      Mary Jane Raymond
      Vice President & Corporate Controller

Date: June 28, 2004

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