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, 2002
OR
[ ] 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
Profit Participation Plan of
The Dun & Bradstreet Corporation
Table of Contents
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Pages
Report of Independent Accountants 1
Statements of Net Assets Available for Plan Benefits as of
December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 2002 3
Notes to Financial Statements 4 - 10
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2002* 11
Signatures 12
Exhibit 23: Consent Of Independent Accountants 13
Exhibit 99: Certifications 14
*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 Accountants
To the Management Employee Benefits Committee of the Board of Directors of The
Dun & Bradstreet Corporation:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Profit Participation Plan of The Dun & Bradstreet
Corporation (the "Plan") as of December 31, 2002 and 2001, and the changes in
net assets available for plan benefits for the year ended December 31, 2002 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 auditing standards generally accepted in the United States of
America, which 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, 2002 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. The 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.
PricewaterhouseCoopers LLP
May 30, 2003
Profit Participation Plan of
The Dun & Bradstreet Corporation
Statements of Net Assets Available for Plan Benefits
(Dollars in Thousands)
--------------------------------------------------------------------------------
December 31, December 31,
2002 2001
Assets
Investments (See Note 3) $ 616,251 $705,331
---------- ---------
Receivables:
Employer contributions receivable - 229
Participant contributions receivable - 697
---------- ---------
Total receivables - 926
---------- ---------
Net Assets Available for Plan Benefits $616,251 $706,257
---------- ----------
See accompanying notes to the financial statements.
Profit Participation Plan of
The Dun & Bradstreet Corporation
Statements of Changes in Net Assets Available for Plan Benefits
(Dollars in Thousands)
--------------------------------------------------------------------------------
Year Ended
December 31,
2002
Additions:
Additions to net assets attributed to:
Investment (loss) income:
Net depreciation in fair value of investments (see Note 3) $ (71,058)
Interest income 13,384
Dividends received 1,336
--------------
(56,338)
Less investment expenses (52)
--------------
Net Investment Loss (56,390)
--------------
Contributions:
Participant 20,726
Employer 9,788
Transfer from iMarket 401K plan (see Note 1) 1,724
--------------
Total Contributions 32,238
--------------
Total Additions (24,152)
--------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 60,538
CSC Payments and Rollovers (see Note 1) 5,316
--------------
Total Deductions 65,854
--------------
Net Decrease (90,006)
Net assets available for plan benefits:
Beginning of year 706,257
--------------
End of year $ 616,251
--------------
See accompanying notes to the financial statements.
Profit Participation Plan of
The Dun & Bradstreet Corporation
Notes to Financial Statements
--------------------------------------------------------------------------------
1. Background and Plan Description
The Dun & Bradstreet Corporation established The Dun & Bradstreet Defined
Contribution Plan 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.
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. Distributions that were not rolled into
qualified plans may be subject to tax and penalties. 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 associates of the Company are immediately eligible to
participate in the Plan on their date of hire. Part time associates 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.
Contributions
Each eligible participant may contribute up to 16% of covered compensation to
the Plan on a combination of pre and/or post-tax basis, subject to an overall
limit imposed by the Internal Revenue Code (IRC). The Company makes minimum
matching contributions equal to 50% of the first 6% of covered compensation
contributed by the participant. In addition, the Company also makes an
additional match if the increase in the Company's current year earnings per
share ("EPS") is greater than 10% over the prior year EPS of the Company (the
"EPS Match"). The amount of the EPS Match is determined for each participant
based on the extent to which the average increase in EPS exceeds 10%. The EPS
Match is made in the form of Dun & Bradstreet Corporation Common Stock.
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 the plan was amended in the year ended 2001 that made the EPS
Match non-participant directed. The EPS Match allocated to each participant may
not be transferred from the Dun & Bradstreet Common Stock Fund until the
participant reaches the age of 50. The Plan was amended in 2002 to allow a
terminated participant to transfer funds from the Common Stock Fund prior to
reaching 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:
1. 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.
2. The PIMCO Total Return Fund - Administrative Class is invested primarily in
investment-grade bonds, including U.S. government, corporate,
mortgage-backed and foreign bonds.
3. 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.
4. The Dun & Bradstreet 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.
5. The Moody's 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.
6. 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.
7. 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.
8. The Fidelity Diversified International Fund is invested at least 65% in
stocks of companies based outside of the U.S. The fund may invest in
emerging markets, convertible securities and cash-equivalent investments.
9. The Fidelity Equity Income Fund is normally invested at least 65% in assets
of 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.
10. The Fidelity Low-Priced Stock Fund is normally invested at least 65% of
total 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.
11. 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 holds units in Barclays Global
Investors Extended Equity Market Fund K.
12. 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 holds
units in Barclays Global Investors EAFE Equity Index Fund T.
13. 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.
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 $5,000 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 $500 and the maximum is
the lower of 50% of a participant's vested account balance or $50,000, 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, 2002 and 2001, interest on participant loans ranged between 6.25% and 11.5%,
and 6.75% 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, 2002 were $1,433,049. As of
December 31, 2002, forfeited participant accounts totaled $110,993 and will be
used to reduce future Company contributions.
Administration of the Plan
The Plan is administered by the Management Employee Benefits Committee appointed
by the Board of Directors of the Company. 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 intent 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.
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
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. Fair values of underlying investments not having an established
market are determined by the fund managers, by reference to quoted market values
and other financial data pertaining to investments of a similar nature, quality,
and yield. 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.
3. Investments
Investments held by the Plan at December 31, 2002 and 2001 are
summarized as follows (in thousands):
December 31,
2002 2001
At fair value:
Common Stocks $ 96,225 $103,307
Common/Collective Trusts 210,394 296,513
Mutual Funds 57,446 60,233
Money Market Funds 9,876 11,354
Participant Loans 6,783 7,959
At Contract Value:
Insurance Contracts 235,527 225,965
---------------- ------------
Total Investments Held by the Plan $ 616,251 $705,331
---------------- ------------
Investments that represent 5% or more of the Plan's net assets at December
31, 2002 and 2001 are identified as follows (in thousands):
December 31,
2002 2001
Common Stocks:
The Dun & Bradstreet Corporation Common Stock $ 39,332 $ 39,626
Moody's Corporation Common Stock 56,892 63,681
Common/Collective Trust:
Barclays Global Investors S&P 500 Index 158,552 227,770
Insurance Contracts:
Connecticut General Life Insurance 25,254 48,365
Massachusetts Mutual 37,361 34,871
Metropolitan Life Inc Co. 54,486 51,952
New York Life Insurance 12,500 35,547
Principal Life Insurance 43,019 47,032
Travelers Insurance Company 35,324 8,197
Other (investments individually less than 5%) 153,531 148,290
-------------- --------------
Total Investments 616,251 705,331
-------------- --------------
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value as follows (in thousands):
Year Ended
December 31,
Net (Depreciation)/Appreciation: 2002
Common Stock:
The Dun & Bradstreet Corporation Common Stock $ (1,764)
Moody's Corporation Common Stock 3,373
Common/Collective Trusts:
Barclays Global Investors Mid and Small Capitalization Index Fund (5,387)
Barclays Global Investors S&P 500 Index Fund (48,324)
Barclays Global Investors International Equity Index Fund (2,035)
Barclays Global Investors Balanced Index Fund (2,458)
Mutual Funds:
Fidelity Equity Income Fund (1,358)
Fidelity Blue Chip Growth Fund (3,213)
Fidelity Low-Price Stock Fund (1,284)
Fidelity Aggressive Growth Fund (8,000)
Fidelity Diversified International Fund (741)
PIMCO Total Return Fund - Administrative Class 133
------------------
Total net depreciation $ (71,058)
------------------
4. Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed EPS Match
is as follows:
December 31,
2002 2001
Net Assets:
The Dun & Bradstreet Corporation Common Stock $ 3,858,463 $ -
Year Ended
December 31,
2002
Changes in Net Assets:
Contributions $ 5,243,452
Net depreciation in fair value of investments (see Note 3) (939,215)
Less investment expenses (1,752)
Benefits paid to participants (203,659)
Forfeitures (8,161)
Transfers to participant-directed investments (232,202)
-------------------
$ 3,858,463
-------------------
5. Contracts with Insurance Companies
The Plan has entered into benefit-responsive investment contracts with
various insurance companies. The average life of the contracts are 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 1.99% to 7.14% for 2002 and 4.44% to
7.14% for 2001. 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, 2002
and 2001 were $243,234,703 and $232,153,720, respectively.
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 and the Plan's tax
counsel believe 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 shares of mutual funds managed by Fidelity
Management Trust Company. Fidelity Management Trust Company is the trustee
as defined by the Plan and, therefore, these transactions qualify as
party-in-interest transactions. Fees paid by the Plan for the investment
management services amounted to $51,835 for the year ended December 31,
2002.
8. Subsequent Event
On January 1, 2003, the assets of Harris Infosource International, Inc.
401(K) Profit Sharing Plan and Trust (the "Harris Plan") were transferred
into the Plan. Harris Plan participants became 100% vested in their Harris
Plan balances upon transfer to the Plan, and Harris Plan participants will
be covered under all Plan provisions. Harris Plan assets were invested in
comparable investment fund options in the Plan. Prior to the transfer of
assets, the Harris Plan participants were permitted to change those
investment fund options.
Profit Participation Plan of
The Dun & Bradstreet Corporation
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2002
-------------------------------------------------------------------------------
Price Per Number of Fair Market
Description of Investments Share/Unit Shares/Units Value
Common Stocks:
The Dun & Bradstreet Corporation Common Stock 34.49 1,140,399 $ 39,332,362
Moody's Corporation Common Stock 41.29 1,377,872 56,892,335
---------------
96,224,697
Common/Collective Trusts:
Barclays Global Investors Mid/Sm Cap Index Fund 18.77 1,189,238 22,321,997
Barclays Global Investors S&P 500 Index Fund 25.39 6,244,656 158,551,816
Barclays Global Investors International Equity Index Fund 6.64 1,332,318 8,846,592
Barclays Global Investors Balanced Index Fund 9.26 2,232,606 20,673,931
---------------
210,394,336
Mutual Funds:
Fidelity Equity Income Fund* 39.67 153,903 6,105,334
Fidelity Blue Chip Growth Fund* 31.94 295,978 9,453,539
Fidelity Low-Priced Stock Fund* 25.17 417,685 10,513,134
Fidelity Aggressive Growth Fund* 11.19 981,321 10,980,983
Fidelity Diversified International Fund* 17.16 370,675 6,360,784
PIMCO Total Return Fund - Administrative Class 10.67 1,315,123 14,032,364
--------------
57,446,138
Insurance Contracts:
Connecticut General Life Ins #25277 4/01/03 6.10% 1.00 25,254,319 25,254,319
Massachusetts Mutual #35055 10/01/03 7.14% 1.00 37,360,998 37,360,998
Metropolitan Life Inc Co #25835 10/01/04 5.63% 1.00 13,207,642 13,207,642
Metropolitan Life Inc Co #28352 4/01/05 4.64% 1.00 41,278,817 41,278,817
New York Life Insurance #GA31397 3/31/06 1.99% 1.00 5,500,000 5,500,000
New York Life Insurance #GA31459 10/01/07 2.17% 1.00 7,000,000 7,000,000
Pacific Life Insurance Co. #G-26694-01 10/03/05 5.48% 1.00 27,581,858 27,581,858
Principal Life Insurance #4-04402-06 3/31/03 6.00% 1.00 12,645,463 12,645,463
Principal Life Insurance #4-04402-07 9/30/03 6.91% 1.00 18,276,023 18,276,023
Principal Life Insurance #4-04402-08 3/31/04 3.28% 1.00 12,098,016 12,098,016
Travelers Insurance Co #18419 10/2/06 3.72% 1.00 35,323,706 35,323,706
--------------
235,526,842
Money Market Funds:
Fidelity Investments Short Term Investment Fund* 9,876,069
Participant Loans:
Loans to Participants 6,783,366
--------------
Total investments $616,251,448
---------------
*Party in interest transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Management Employee 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 Clifford
_____________________________
Patricia Clifford
Vice President of Human Resources
BY: /s/ Mary Jane Raymond
_____________________________
Mary Jane Raymond
Vice President & Corporate Controller
Date: June 26, 2003
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-46826) of The Dun & Bradstreet Corporation
of our report dated May 30, 2003 relating to the financial statements of the
Profit Participation Plan of The Dun & Bradstreet Corporation, which appears in
this Form 11-K.
PricewaterhouseCoopers LLP
New York, NY
June 26, 2003
Exhibit 99
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of The Profit Participation Plan of
The Dun and Bradstreet Corporation on Form 11-K for the period ending December
31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Patricia A. Clifford, Vice President of Human Resources of
The Dun and Bradstreet Corporation, certify, pursuant to 18 U.S.C. section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Plan.
/s/ Patricia A. Clifford
----------------------------------
Patricia A. Clifford
Vice President of Human Resources
(Equivalent of Principal Executive Officer of the Plan)
June 26, 2003
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to The Dun & Bradstreet Corporation
and will be retained by The Dun & Bradstreet Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.
Exhibit 99
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of The Profit Participation Plan of
The Dun and Bradstreet Corporation on Form 11-K for the period ending December
31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Mary Jane Raymond, Vice President and Corporate Controller of
The Dun and Bradstreet Corporation, certify, pursuant to 18 U.S.C. section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Plan.
/s/ Mary Jane Raymond
--------------------------------
Mary Jane Raymond
Vice President and Corporate Controller
(Equivalent of Principal Financial Officer of the Plan)
June 26, 2003
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to The Dun & Bradstreet Corporation
and will be retained by The Dun & Bradstreet Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.