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DNB > SEC Filings for DNB > Form 10-Q on 9-Aug-2012All Recent SEC Filings

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Form 10-Q for DUN & BRADSTREET CORP/NW


9-Aug-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

The Dun & Bradstreet Corporation ("D&B" or "we" or "our") is the world's leading source of commercial information and insight on businesses, enabling customers to Decide with Confidence ® for 171 years. Our global commercial database contains more than 210 million business records. The database is enhanced by our proprietary DUNSRight ® Quality Process, which provides our customers with quality business information. This quality information is the foundation of our global solutions that customers rely on to make critical business decisions.

We provide solution sets that meet a diverse set of customer needs globally. Customers use our D&B Risk Management Solutions™ to mitigate credit and supplier risk, increase cash flow and drive increased profitability; our D&B Sales & Marketing Solutions™ to increase revenue from new and existing customers; and our D&B Internet Solutions ® to convert prospects into clients faster by enabling business professionals to research companies, executives and industries.

Simultaneously with the sale of the domestic portion of our Japanese operations to Tokyo Shoko Research Ltd. ("TSR"), we entered a ten-year commercial arrangement to provide TSR with global data for its Japanese competitors and became the exclusive distributor of TSR data to our Worldwide Network partners. We continue to manage our business through three segments. However, as of January 1, 2012, our Asia Pacific Partnerships have been moved out of our Europe and Other International Markets segment and into our Asia Pacific segment.

On January 1, 2012, we began managing our business through the following three segments (all prior periods have been reclassified to reflect the new segment structure):

• North America (which consists of our operations in the United States ("U.S.") and Canada);

• Asia Pacific (which primarily consists of our operations in Australia, China, India and Asia Pacific Partnerships); and

• Europe and Other International Markets (which primarily consists of our operations in the United Kingdom ("UK"), Netherlands, Belgium, Latin America and European Partnerships).

Prior to January 1, 2012, we managed and reported our business globally through the following three segments:

• North America (which consisted of our operations in the U.S. and Canada);

• Asia Pacific (which primarily consisted of our operations in Australia, Japan, China and India); and

• Europe and Other International Markets (which primarily consisted of our operations in the UK, Netherlands, Belgium, Latin America and our Worldwide Network).

How We Manage Our Business

For internal management purposes, we refer to "core revenue," which we calculate as total operating revenue less the revenue of divested and other businesses. Core revenue is used to manage and evaluate the performance of our segments and to allocate resources because this measure provides an indication of the underlying changes in revenue in a single performance measure. Core revenue does not include reported revenue of divested and shut-down businesses since they are not included in future revenue.

During the six months ended June 30, 2012, we a) completed the sale of: i) the domestic portion of our Japanese operations to TSR; and ii) our market research business in China, consisting of two joint venture companies; and b) shut-down of Shanghai Roadway D&B Marketing Service Co Ltd. ("Roadway"). These businesses have been classified as "Divested and Other Businesses." These Divested and Other Businesses contributed 38% of our Asia Pacific total revenue for the three months ended June 30, 2011. These Divested and Other Businesses contributed 17% and 37% of our Asia Pacific total revenue for the six months ended June 30, 2012 and 2011, respectively. See Note 10 and Note 13 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail.

During the six months ended June 30, 2012, we completed the sale of: i) AllBusiness.com, Inc.; ii) Purisma Incorporated; and iii) a small supply management company. These businesses have been classified as "Divested and Other Businesses." These Divested and Other Businesses contributed 1% in the aggregate of our North America total revenue for the three months ended June 30, 2011. See Note 10 and Note 13 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail.


We also isolate the effects of changes in foreign exchange rates on our revenue growth because we believe it is useful for investors to be able to compare revenue from one period to another, both with and without the effects of foreign exchange. The change in our operating performance attributable to foreign currency rates is determined by converting both our prior and current periods by a constant rate. As a result, we monitor our core revenue growth both after and before the effects of foreign exchange. Core revenue growth excludes the effects of foreign exchange.

From time-to-time we have analyzed and we may continue to further analyze core revenue growth before the effects of foreign exchange among two components, "organic core revenue growth" and "core revenue growth from acquisitions." We analyze "organic core revenue growth" and "core revenue growth from acquisitions" because management believes this information provides an important insight into the underlying health of our business. Core revenue includes the revenue from acquired businesses from the date of acquisition.

We evaluate the performance of our business segments based on segment revenue growth before the effects of foreign exchange, and segment operating income growth before certain types of gains and charges that we consider do not reflect our underlying business performance. Specifically, for management reporting purposes, we evaluate business segment performance "before non-core gains and charges" because such charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations. A recurring component of non-core gains and charges are our restructuring charges, which result from a foundational element of our growth strategy that we refer to as Financial Flexibility. Through Financial Flexibility, management identifies opportunities to improve the performance of the business in terms of reallocating our spending from low-growth or low-value activities to activities that will create greater value for shareholders through enhanced revenue growth, improved profitability and/or quality improvements. Management is committed through this process to examining our spending, and optimizing between variable and fixed costs to ensure flexibility in changes to our operating expense base as we make strategic choices. This enables us to continually and systematically identify improvement opportunities in terms of quality, cost and customer experience. Such charges are variable from period-to-period based upon actions identified and taken during each period. Management reviews operating results before such non-core gains and charges on a monthly basis and establishes internal budgets and forecasts based upon such measures. Management further establishes annual and long-term compensation such as salaries, target cash bonuses and target equity compensation amounts based on performance before non-core gains and charges and a significant percentage weight is placed upon performance before non-core gains and charges in determining whether performance objectives have been achieved. Management believes that by eliminating non-core gains and charges from such financial measures, and by being overt to shareholders about the results of our operations excluding such charges, business leaders are provided incentives to recommend and execute actions that are in the best long-term interests of our shareholders, rather than being influenced by the potential impact a charge in a particular period could have on their compensation. See Note 10 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for financial information regarding our segments.

Similarly, when we evaluate the performance of our business as a whole, we focus on results (such as operating income, operating income growth, operating margin, net income, tax rate and diluted earnings per share) before non-core gains and charges because such non-core gains and charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations and may drive behavior that does not ultimately maximize shareholder value. It may be concluded from our presentation of non-core gains and charges that the items that result in non-core gains and charges may occur in the future.

We monitor free cash flow as a measure of our business. We define free cash flow as net cash provided by operating activities minus capital expenditures and additions to computer software and other intangibles. Free cash flow measures our available cash flow for potential debt repayment, acquisitions, stock repurchases, dividend payments and additions to cash, cash equivalents and short-term investments. We believe free cash flow to be relevant and useful to our investors as this measure is used by our management in evaluating the funding available after supporting our ongoing business operations and our portfolio of product investments.

Free cash flow should not be considered as a substitute measure for, or superior to, net cash flows provided by operating activities, investing activities or financing activities. Therefore, we believe it is important to view free cash flow as a complement to our consolidated statements of cash flows.

In addition, we evaluate our North America Risk Management Solutions based on two metrics: (1) "subscription," and "non-subscription," and (2) "DNBi ® " and "non-DNBi." We define "subscription" as contracts that allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract, which is generally one year and


"non-subscription" as all other revenue streams. We define "DNBi" as our interactive, customizable online application that offers our customers real time access to our most complete and up-to-date global DUNSRight information, comprehensive monitoring and portfolio analysis and "non-DNBi" as all other revenue streams. Management believes these measures provide further insight into our performance and growth of our North America Risk Management Solutions revenue.

The adjustments discussed herein to our results as determined under generally accepted accounting principles in the United States of America ("GAAP") are among the primary indicators management uses as a basis for our planning and forecasting of future periods, to allocate resources, to evaluate business performance and, as noted above, for compensation purposes. However, these financial measures (e.g., results before non-core gains and charges and free cash flow) are not prepared in accordance with GAAP, and should not be considered in isolation or as a substitute for total revenue, operating income, operating income growth, operating margin, net income, tax rate, diluted earnings per share, or net cash provided by operating activities, investing activities and financing activities prepared in accordance with GAAP. In addition, it should be noted that because not all companies calculate these financial measures similarly, or at all, the presentation of these financial measures is not likely to be comparable to measures of other companies.

See "Results of Operations" below for a discussion of our results reported on a GAAP basis.

Overview

Simultaneously with the sale of the domestic portion of our Japanese operations to TSR, we entered into a ten-year commercial arrangement to provide TSR with global data for its Japanese competitors and became the exclusive distributor of TSR data to our Worldwide Network partners. We continue to manage our business through three segments. However, as of January 1, 2012, our Asia Pacific Partnerships have been moved out of our Europe and Other International Markets segment and into our Asia Pacific segment.

On January 1, 2012, we began managing our business through the following three segments (all prior periods have been reclassified to reflect the new segment structure):

• North America (which consists of our operations in the U.S. and Canada);

• Asia Pacific (which primarily consists of our operations in Australia, China, India and Asia Pacific Partnerships); and

• Europe and Other International Markets (which primarily consists of our operations in the UK, Netherlands, Belgium, Latin America and European Partnerships).

Prior to January 1, 2012, we managed and reported our business globally through the following three segments:

• North America (which consisted of our operations in the U.S. and Canada);

• Asia Pacific (which primarily consisted of our operations in Australia, Japan, China and India); and

• Europe and Other International Markets (which primarily consisted of our operations in the UK, Netherlands, Belgium, Latin America and our Worldwide Network).

The financial statements of our subsidiaries outside North America reflect a fiscal quarter ended May 31 to facilitate the timely reporting of our unaudited consolidated financial results and unaudited consolidated financial position.


The following table presents the contribution by segment to total revenue and core revenue:

                                       For the Three Months Ended                 For the Six Months Ended
                                                June 30,                                  June 30,
                                       2012                   2011               2012                   2011
Total Revenue:
North America                               73 %                   69 %               72 %                   71 %
Asia Pacific                                12 %                   17 %               13 %                   15 %
Europe and Other International
Markets                                     15 %                   14 %               15 %                   14 %
Core Revenue:
North America                               73 %                   74 %               74 %                   75 %
Asia Pacific                                12 %                   11 %               11 %                   10 %
Europe and Other International
Markets                                     15 %                   15 %               15 %                   15 %

The following table presents contributions by customer solution set to total revenue and core revenue:

                                       For the Three Months Ended                 For the Six Months Ended
                                                June 30,                                  June 30,
                                       2012                   2011               2012                   2011
Total Revenue by Customer
Solution Set(1):
Risk Management Solutions                   67 %                   64 %               64 %                   64 %
Sales & Marketing Solutions                 25 %                   22 %               26 %                   23 %
Internet Solutions                           8 %                    7 %                8 %                    7 %
Core Revenue by Customer
Solution Set:
Risk Management Solutions                   67 %                   68 %               66 %                   68 %
Sales & Marketing Solutions                 25 %                   24 %               26 %                   25 %
Internet Solutions                           8 %                    8 %                8 %                    7 %

(1) Our Divested and Other Businesses contributed 7% of our total consolidated revenue for the three months ended June 30, 2011. Our Divested and Other Businesses contributed 2% and 6% of our total consolidated revenue for the six months ended June 30, 2012, and 2011, respectively. See Note 10 and Note 13 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail.

Our customer solution sets are discussed in greater detail in "Item 1. Business" in our Annual Report on Form 10-K for the year ended December 31, 2011.

Within our Risk Management Solutions, we monitor the performance of our "Traditional" products, our "Value-Added" products and our "Supply Management" products. Within our Sales & Marketing Solutions, we monitor the performance of our "Traditional" products and our "Value-Added" products.


Risk Management Solutions

Our Traditional Risk Management Solutions include our DNBi product line, as well
as reports from our database which are used primarily for making decisions about
new credit applications. Our Traditional Risk Management Solutions constituted
the following percentages of total Risk Management Solutions Revenue, Total
Revenue and Core Revenue:



                                          For the Three Months Ended                 For the Six Months Ended
                                                   June 30,                                  June 30,
                                          2012                   2011               2012                   2011
Risk Management Solutions Revenue              76 %                   75 %               76 %                   75 %
Total Revenue                                  50 %                   48 %               49 %                   48 %
Core Revenue                                   50 %                   51 %               50 %                   51 %

Our Value-Added Risk Management Solutions generally support automated decision-making and portfolio management through the use of scoring and integrated software solutions. Our Value-Added Risk Management Solutions constituted the following percentages of total Risk Management Solutions Revenue, Total Revenue and Core Revenue:

                                          For the Three Months Ended                 For the Six Months Ended
                                                   June 30,                                  June 30,
                                          2012                   2011               2012                   2011
Risk Management Solutions Revenue              19 %                   19 %               19 %                   19 %
Total Revenue                                  13 %                   12 %               12 %                   12 %
Core Revenue                                   13 %                   13 %               12 %                   13 %

Our Supply Management Solutions can help companies better understand the financial risk of their supply chain. Our Supply Management Solutions constituted the following percentages of total Risk Management Solutions Revenue, Total Revenue and Core Revenue:

                                            For the Three Months Ended                 For the Six Months Ended
                                                     June 30,                                  June 30,
                                          2012                     2011               2012                   2011
Risk Management Solutions Revenue               5 %                      6 %                5 %                  6 %
Total Revenue                                   4 %                      4 %                3 %                  4 %
Core Revenue                                    4 %                      4 %                4 %                  4 %

Sales & Marketing Solutions

Our Traditional Sales & Marketing Solutions generally consist of marketing
lists, labels and customized data files used by our customers in their direct
mail and marketing activities. Our Traditional Sales & Marketing Solutions
constituted the following percentages of total Sales & Marketing Solutions
Revenue, Total Revenue and Core Revenue:



                                            For the Three Months Ended                 For the Six Months Ended
                                                     June 30,                                  June 30,
                                            2012                   2011               2012                   2011
Sales & Marketing Solutions Revenue              28 %                   32 %               30 %                   33 %
Total Revenue                                     7 %                    7 %                8 %                    8 %
Core Revenue                                      7 %                    8 %                8 %                    9 %


Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like Optimizer (our solution to cleanse, identify and enrich our customers' client portfolios) and products introduced as part of our Data-as-a-Service (or "DaaS") Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Our Value-Added Sales & Marketing Solutions constituted the following percentages of total Sales & Marketing Solutions Revenue, Total Revenue and Core Revenue:

                                            For the Three Months Ended                 For the Six Months Ended
                                                     June 30,                                  June 30,
                                            2012                   2011               2012                   2011
Sales & Marketing Solutions Revenue              72 %                   68 %               70 %                   67 %
Total Revenue                                    18 %                   15 %               18 %                   15 %
Core Revenue                                     18 %                   16 %               18 %                   16 %

Critical Accounting Policies and Estimates

In preparing our unaudited consolidated financial statements and accounting for the underlying transactions and balances reflected therein, we have applied the critical accounting policies described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2011.

Recently Issued Accounting Standards

See Note 2 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for disclosure of the impact that recent accounting pronouncements may have on our unaudited consolidated financial statements.

Results of Operations

The following discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements and should be read in conjunction with the unaudited consolidated financial statements and related notes set forth in Item 1. of this Quarterly Report on Form 10-Q, and our Annual Report on Form 10-K for the year ended December 31, 2011, all of which have been prepared in accordance with GAAP.

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