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Quotes & Info
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| DNB > SEC Filings for DNB > Form 10-Q on 1-Nov-2012 | All Recent SEC Filings |
1-Nov-2012
Quarterly Report
Business Overview
The Dun & Bradstreet Corporation ("D&B" or the "Company" 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 215 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 SolutionsTM to mitigate credit and
supplier risk, increase cash flow and drive increased profitability; our D&B
Sales & Marketing SolutionsTM 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 the Worldwide Network. We
continue to manage our business through three segments. However, as of
January 1, 2012, our Asia Pacific Worldwide Network has 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 Worldwide Network); and
• Europe and Other International Markets (which primarily consists of our
operations in the United Kingdom ("UK"), Netherlands, Belgium, Latin
America and European Worldwide Network).
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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 the
Worldwide Network).
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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 nine months ended September 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)
the 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% to our Asia Pacific total revenue
for the three months ended September 30, 2011. These Divested and Other
Businesses contributed 12% and 37% to our Asia Pacific total revenue for the
nine months ended September 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 nine months ended September 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% to our North
America total revenue for the three month and nine month periods ended
September 30, 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.
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 re-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 the Worldwide Network. We continue to manage our business through
three segments. However, as of January 1, 2012, our Asia Pacific Worldwide
Network has 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 Worldwide Network); and
• Europe and Other International Markets (which primarily consists of our
operations in the UK, Netherlands, Belgium, Latin America and European
Worldwide Network).
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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 the
Worldwide Network).
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The financial statements of our subsidiaries outside North America reflect a fiscal quarter ended August 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 Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Total Revenue:
North America 75 % 70 % 73 % 70 %
Asia Pacific 11 % 16 % 12 % 16 %
Europe and Other International Markets 14 % 14 % 15 % 14 %
Core Revenue:
North America 75 % 74 % 74 % 75 %
Asia Pacific 11 % 11 % 11 % 10 %
Europe and Other International Markets 14 % 15 % 15 % 15 %
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The following table presents contributions by customer solution set to total revenue and core revenue:
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Total Revenue by Customer Solution
Set (1):
Risk Management Solutions 65 % 62 % 65 % 64 %
Sales & Marketing Solutions 28 % 24 % 26 % 23 %
Internet Solutions 7 % 7 % 7 % 7 %
Core Revenue by Customer Solution
Set:
Risk Management Solutions 65 % 67 % 66 % 67 %
Sales & Marketing Solutions 28 % 26 % 27 % 25 %
Internet Solutions 7 % 7 % 7 % 8 %
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(1) Our Divested and Other Businesses contributed 7% to our total consolidated revenue for the three months ended September 30, 2011. Our Divested and Other Businesses contributed 2% and 6% to our total consolidated revenue for the nine months ended September 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 Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Risk Management Solutions Revenue 74 % 74 % 75 % 75 %
Total Revenue 48 % 46 % 48 % 47 %
Core Revenue 48 % 50 % 49 % 50 %
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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 Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Risk Management Solutions Revenue 21 % 20 % 19 % 19 %
Total Revenue 13 % 12 % 13 % 13 %
Core Revenue 13 % 13 % 13 % 13 %
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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 Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Risk Management Solutions Revenue 5 % 6 % 6 % 6 %
Total Revenue 4 % 4 % 4 % 4 %
Core Revenue 4 % 4 % 4 % 4 %
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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 Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Sales & Marketing Solutions Revenue 31 % 36 % 30 % 34 %
Total Revenue 9 % 8 % 8 % 8 %
Core Revenue 9 % 9 % 8 % 9 %
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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 Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Sales & Marketing Solutions Revenue 69 % 64 % 70 % 66 %
Total Revenue 19 % 16 % 18 % 15 %
Core Revenue 19 % 17 % 19 % 16 %
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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.
Consolidated Revenue
The following table presents our core and total revenue by segment:
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