Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018shares | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | DNB |
Entity Registrant Name | DUN & BRADSTREET CORP/NW |
Entity Central Index Key | 1,115,222 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 37,125,490 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Revenue | $ 439.6 | $ 405.7 | $ 857.8 | $ 787.2 | |
Operating Expenses | 139 | 139.4 | 278.2 | 281 | |
Selling and Administrative Expenses | 155.2 | 162.7 | 307.4 | 333.4 | |
Depreciation and Amortization | 22.7 | 19.4 | 43.8 | 38.3 | |
Restructuring Charge | 10.5 | 7.5 | 21.5 | 16.5 | |
Operating Costs | 327.4 | 329 | 650.9 | 669.2 | |
Operating Income | 112.2 | 76.7 | 206.9 | 118 | |
Interest Income | 0.3 | 0.4 | 1.1 | 0.8 | |
Interest Expense | (13.2) | (15.1) | (27.3) | (29.7) | |
Other Income (Expense) - Net | [1] | 1.2 | 1.5 | 0.7 | (0.7) |
Non-Operating Income (Expense) - Net | [2] | (11.7) | (13.2) | (25.5) | (29.6) |
Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates | 100.5 | 63.5 | 181.4 | 88.4 | |
Less: Provision for Income Taxes | 6.3 | 18.7 | 22.2 | 26.9 | |
Equity in Net Income of Affiliates | 0.5 | 1.9 | 1.1 | 2.7 | |
Net Income (Loss) from Continuing Operations | 94.7 | 46.7 | 160.3 | 64.2 | |
Less: Net Income Attributable to the Noncontrolling Interest | (1.7) | (1.6) | (3.4) | (2.8) | |
Net Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet | 93 | 45.1 | 156.9 | 61.4 | |
Loss on Disposal of Business, no Tax Impact | 0 | 0 | 0 | (0.8) | |
Loss from Discontinued Operations, no Tax Impact | 0 | 0 | 0 | (0.8) | |
Net Income (Loss) Attributable to Dun & Bradstreet | $ 93 | $ 45.1 | $ 156.9 | $ 60.6 | |
Basic Earnings (Loss) Per Share of Common Stock: | |||||
Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders | $ 2.51 | $ 1.22 | $ 4.23 | $ 1.66 | |
Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders | 0 | 0 | 0 | (0.02) | |
Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders | 2.51 | 1.22 | 4.23 | 1.64 | |
Diluted Earnings (Loss) Per Share of Common Stock: | |||||
Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders | 2.50 | 1.22 | 4.21 | 1.65 | |
Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders | 0 | 0 | 0 | (0.02) | |
Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders | $ 2.50 | $ 1.22 | $ 4.21 | $ 1.63 | |
Weighted Average Number of Shares Outstanding-Basic | 37.1 | 36.9 | 37.1 | 36.9 | |
Weighted Average Number of Shares Outstanding-Diluted | 37.2 | 37.1 | 37.3 | 37.1 | |
Cash Dividend Paid Per Common Share | $ 0.52 | $ 0.50 | $ 1.05 | $ 1.01 | |
Other Comprehensive Income, Net of Income Taxes: | |||||
Net Income (Loss) from Continuing Operations | $ 94.7 | $ 46.7 | $ 160.3 | $ 64.2 | |
Loss from Discontinued Operations, no Tax Impact | 0 | 0 | 0 | (0.8) | |
Net Income (Loss) | 94.7 | 46.7 | 160.3 | 63.4 | |
Foreign Currency Translation Adjustments, Net of Tax | (13.3) | 23.4 | (0.1) | 22.9 | |
Defined Benefit Pension Plans: | |||||
Prior Service Costs, Net of Tax Benefit (Expense) (1) | [3] | 0.1 | (0.1) | 0.1 | (0.3) |
Net Actuarial Gain, Net of Tax Benefit (Expense) (2) | [4] | 7.9 | 6.2 | 15.8 | 12.6 |
Derivative Financial Instrument, no tax impact | 0.2 | 0 | 0.2 | 0 | |
Total Other Comprehensive Income (Loss), Net of Tax | (5.1) | 29.5 | 16 | 35.2 | |
Comprehensive Income (Loss), Net of Tax | 89.6 | 76.2 | 176.3 | 98.6 | |
Less: Comprehensive Income Attributable to the Noncontrolling Interest | (1.4) | (2) | (3.4) | (3.4) | |
Comprehensive Income (Loss) Attributable to Dun & Bradstreet | $ 88.2 | $ 74.2 | $ 172.9 | $ 95.2 | |
[1] | The increase in Other Income - Net for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, was primarily due to an increase in dividend income from our minority-interest investments in 2018, and higher losses in the prior year period related to divested businesses and investment, partially offset by higher bank fees related to the new term loan and credit facilities in 2018.As a result of the adoption of ASU No. 2017-07, non-service cost components of the pension and postretirement cost (“non-service costs components”) are reported in Miscellaneous Other Income (Expense) - Net within Other Income (Expense) - Net. We have also reclassified all historical results accordingly. Total non-service cost components for our pension and postretirement plans was $0.5 million and $0.8 million for the three month and six month periods ended June 30, 2018, respectively, as compared to $0.3 million and $0.7 million for the three month and six month periods ended June 30, 2017, respectively. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail. | ||||
[2] | The following table summarizes “Non-Operating Income (Expense) - Net:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017Interest Income$0.3 $0.4 $1.1 $0.8Interest Expense(13.2) (15.1) (27.3) (29.7)Other Income (Expense) - Net (a)1.2 1.5 0.7 (0.7)Non-Operating Income (Expense) - Net$(11.7) $(13.2) $(25.5) $(29.6) (a) The increase in Other Income - Net for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, was primarily due to an increase in dividend income from our minority-interest investments in 2018, and higher losses in the prior year period related to divested businesses and investment, partially offset by higher bank fees related to the new term loan and credit facilities in 2018.As a result of the adoption of ASU No. 2017-07, non-service cost components of the pension and postretirement cost (“non-service costs components”) are reported in Miscellaneous Other Income (Expense) - Net within Other Income (Expense) - Net. We have also reclassified all historical results accordingly. Total non-service cost components for our pension and postretirement plans was $0.5 million and $0.8 million for the three month and six month periods ended June 30, 2018, respectively, as compared to $0.3 million and $0.7 million for the three month and six month periods ended June 30, 2017, respectively. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail. | ||||
[3] | Tax Benefit (Expense) of $0.1 million and $0.2 million during the three months and six months ended June 30, 2017, respectively. | ||||
[4] | Tax Benefit (Expense) of $(2.4) million and $(3.4) million during the three months ended June 30, 2018 and 2017, respectively. Tax Benefit (Expense) of $(4.7) million and $(6.8) million during the six months ended June 30, 2018 and 2017, respectively. |
Consolidated Statements of Ope3
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, Tax | $ 0 | $ 0.1 | $ 0 | $ 0.2 |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, Tax | $ (2.4) | $ (3.4) | $ (4.7) | $ (6.8) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | |
Current Assets | |||
Cash and Cash Equivalents | $ 199.5 | $ 442.4 | |
Accounts Receivable, Net of Allowance of $14.3 at June 30, 2018 and $24.2 December 31, 2017 | 257.4 | 596.8 | |
Other Current Receivables | 11.3 | 12.6 | |
Prepaid Taxes | 3.5 | 4.9 | |
Other Prepaids | 40.4 | 35.4 | |
Other Current Assets | 6.1 | 1.6 | |
Total Current Assets | 518.2 | 1,093.7 | |
Non-Current Assets | |||
Property, Plant and Equipment, Net of Accumulated Depreciation of $63.1 at June 30, 2018 and $59.1 at December 31, 2017 | 34.5 | 38.9 | |
Computer Software, Net of Accumulated Amortization of $360.1 at June 30, 2018 and $341.5 at December 31, 2017 | 135.4 | 132.1 | |
Goodwill (Note 15) | [1] | 778.1 | 779.6 |
Deferred Income Tax | 41.3 | 57.1 | |
Other Receivables | 1.8 | 1.8 | |
Other Intangibles (Note 15) | [2] | 300.6 | 316.9 |
Deferred Costs (Note 3) | 88.9 | 0 | |
Other Non-Current Assets | 63.1 | 60.8 | |
Total Non-Current Assets | 1,443.7 | 1,387.2 | |
Total Assets | 1,961.9 | 2,480.9 | |
Current Liabilities | |||
Accounts Payable | 40.8 | 37.4 | |
Accrued Payroll | 78.4 | 114.5 | |
Accrued Income Tax | 16.2 | 50 | |
Short-Term Debt | 26.3 | 32.5 | |
Other Accrued and Current Liabilities (Note 7) | 104.6 | 133.6 | |
Short-Term Deferred Revenue | 582 | 684.4 | |
Total Current Liabilities | 848.3 | 1,052.4 | |
Pension and Postretirement Benefits | 462.2 | 487.6 | |
Long-Term Debt | 1,310.5 | 1,645.6 | |
Liabilities for Unrecognized Tax Benefits | 3.6 | 5.8 | |
Other Non-Current Liabilities (Note 7) | 95.4 | 100.7 | |
Total Liabilities | 2,720 | 3,292.1 | |
Contingencies (Note 8) | |||
DUN & BRADSTREET SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Capital Surplus | 325.5 | 332 | |
Retained Earnings | 3,212.9 | 3,176.3 | |
Treasury Stock, at cost, 44.8 shares at June 30, 2018 and 45.0 shares at December 31, 2017 | (3,312.6) | (3,319.5) | |
Accumulated Other Comprehensive Income (Loss) | (1,000.9) | (1,016.9) | |
Total Dun & Bradstreet Shareholders’ Equity (Deficit) | (774.3) | (827.3) | |
Noncontrolling Interest | 16.2 | 16.1 | |
Total Equity (Deficit) | (758.1) | (811.2) | |
Total Liabilities and Shareholders' Equity (Deficit) | 1,961.9 | 2,480.9 | |
Series A Junior Participating Preferred Stock | |||
DUN & BRADSTREET SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred Stock | 0 | 0 | |
Preferred Stock | |||
DUN & BRADSTREET SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred Stock | 0 | 0 | |
Series Common Stock | |||
DUN & BRADSTREET SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Common Stock | 0 | 0 | |
Common Stock | |||
DUN & BRADSTREET SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Common Stock | $ 0.8 | $ 0.8 | |
[1] | Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. | ||
[2] | Customer Relationships - Net of accumulated amortization of $47.9 million, $44.4 million and $40.6 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Trademark and Other - Net of accumulated amortization of $111.7 million, $107.7 million and $102.9 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts Receivable, Allowance | $ 14.3 | $ 24.2 |
Property, Plant and Equipment, Accumulated Depreciation | 63.1 | 59.1 |
Computer Software, Accumulated Amortization | $ 360.1 | $ 341.5 |
Treasury Stock, shares | 44.8 | 45 |
Series A Junior Participating Preferred Stock | ||
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, authorized | 0.5 | 0.5 |
Preferred Stock, outstanding | 0 | 0 |
Preferred Stock | ||
Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred Stock, authorized | 9.5 | 9.5 |
Preferred Stock, outstanding | 0 | 0 |
Series Common Stock | ||
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, authorized | 10 | 10 |
Series Common Stock, outstanding | 0 | 0 |
Common Stock | ||
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, authorized | 200 | 200 |
Common Stock, issued | 81.9 | 81.9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash Flows from Operating Activities: | |||
Net Income | $ 160.3 | $ 63.4 | |
Less: | |||
Loss on Disposal of Business - Discontinued Operations | 0 | (0.8) | |
Net Income from Continuing Operations | 160.3 | 64.2 | |
Reconciliation of Net Income to Net Cash Provided by Operating Activities: | |||
Depreciation and Amortization | 43.8 | 38.3 | |
Amortization of Unrecognized Pension Loss | 20.6 | 18.9 | |
(Gain) Loss from Sales of Business | 0 | 0.7 | |
Income Tax Benefit from Stock-Based Awards | 4.5 | 6.4 | |
Equity-Based Compensation Expense | 3.2 | 10.9 | |
Restructuring Charge | 21.5 | 16.5 | |
Restructuring Payments | (19.3) | (12.4) | |
Changes in Deferred Income Taxes, Net | 30.9 | 2.3 | |
Changes in Accrued Income Taxes, Net | (40.4) | (40.9) | |
Changes in Operating Assets and Liabilities (1): | |||
(Increase) Decrease in Accounts Receivable | [1] | 21.2 | 172.1 |
(Increase) Decrease in Other Current Assets | [1] | (9.1) | 3.4 |
Increase (Decrease) in Deferred Revenue | [1] | 37.2 | (10.2) |
Increase (Decrease) in Accounts Payable | [1] | (8.7) | (9.7) |
Increase (Decrease) in Accrued Liabilities | [1] | (65.9) | (61.4) |
Increase (Decrease) in Other Accrued and Current Liabilities | [1] | 0 | 0.2 |
(Increase) Decrease in Other Long-Term Assets | [1] | 1.9 | 13.6 |
Net Increase (Decrease) in Long-Term Liabilities | [1] | (29.9) | (35.7) |
Net, Other Non-Cash Adjustments | [1] | 1.5 | (0.7) |
Net Cash Provided by Operating Activities | [1] | 173.3 | 176.5 |
Cash Flows from Investing Activities: | |||
Payments for Contingent Liabilities for Businesses Divested | (0.3) | (1.9) | |
Payments for Acquisitions of Businesses, Net of Cash Acquired | 0 | (150) | |
Cash Settlements of Foreign Currency Contracts | (3.2) | 1.9 | |
Capital Expenditures | (1.8) | (5.8) | |
Additions to Computer Software and Other Intangibles | (27.4) | (27.5) | |
Net, Other | 0.4 | 0 | |
Net Cash Used in Investing Activities | (32.3) | (183.3) | |
Cash Flows from Financing Activities: | |||
Net (Payment) Proceeds Related to Stock-Based Plans | (3.1) | (2.2) | |
Payment of Debt Issuance Costs | (3.5) | 0 | |
Payments of Dividends | (38.7) | (37.1) | |
Proceeds from Borrowings on Credit Facilities | 870.5 | 627.2 | |
Proceeds from Borrowings on Term Loan Facilities | 300 | 0 | |
Payments of Borrowings on Credit Facilities | (1,160.3) | (534.9) | |
Payments of borrowings on Term Loan Facilities | (352.5) | (10) | |
Capital Lease and Other Long-Term Financing Obligation Payment | 0 | (0.1) | |
Net, Other | (3.3) | (0.4) | |
Net Cash (Used in) Provided by Financing Activities | (390.9) | 42.5 | |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 7 | 11.9 | |
Increase (Decrease) in Cash and Cash Equivalents | (242.9) | 47.6 | |
Cash and Cash Equivalents, Beginning of Period | 442.4 | 352.6 | |
Cash and Cash Equivalents, End of Period | 199.5 | 400.2 | |
Cash Paid for: | |||
Income Taxes, Net of Refunds | 27.3 | 59.2 | |
Interest | $ 26.7 | $ 28.5 | |
[1] | Net of the effect of acquisitions and cumulative adjustments to the consolidated balance sheet as of January 1, 2018 due to the adoption of Topic 606. See Note 2 and Note 3 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Millions | Total | Common Stock ($0.01 Par Value) | Capital Surplus | Retained Earnings | Treasury Stock | Cumulative Translation Adjustment | Defined Benefit Postretirement Plans | Cash Flow Hedging Derivative | Total D&B Shareholders' Equity (Deficit) | Noncontrolling Interest | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]Retained Earnings | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]Total D&B Shareholders' Equity (Deficit) |
Beginning Balance at Dec. 31, 2016 | $ (987.8) | $ 0.8 | $ 317.6 | $ 2,959.6 | $ (3,330.4) | $ (266.2) | $ (683.4) | $ 0 | $ (1,002) | $ 14.2 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income | 63.4 | 0 | 0 | 60.6 | 0 | 0 | 0 | 0 | 60.6 | 2.8 | |||
Payment to Noncontrolling Interest | (0.3) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.3) | |||
Equity-Based Plans | 13.7 | 0 | 5.2 | 0 | 8.5 | 0 | 0 | 0 | 13.7 | 0 | |||
Pension Adjustments, net of tax expense of $4.7 Q2 2018 and $6.6 Q2 2017 | 12.3 | 0 | 0 | 0 | 0 | 0 | 12.3 | 0 | 12.3 | 0 | |||
Dividend Declared | (37.5) | 0 | 0 | (37.5) | 0 | 0 | 0 | 0 | (37.5) | 0 | |||
Change in Cumulative Translation Adjustment | 22.9 | 0 | 0 | 0 | 0 | 22.4 | 0 | 0 | 22.4 | 0.5 | |||
Derivative Financial Instrument, no tax impact | 0 | ||||||||||||
Ending Balance at Jun. 30, 2017 | (913.3) | 0.8 | 322.8 | 2,982.7 | (3,321.9) | (243.8) | (671.1) | 0 | (930.5) | 17.2 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Cumulative Adjustment for Topic 606, net of tax benefit of $25.8 | 3,176.3 | ||||||||||||
Cumulative Adjustment for Topic 606, net of tax benefit of $25.8 | Accounting Standards Update 2014-09 [Member] | $ (81.4) | $ (81.4) | $ (81.4) | ||||||||||
Beginning Balance at Dec. 31, 2017 | (811.2) | 0.8 | 332 | 3,176.3 | (3,319.5) | (218.2) | (798.7) | 0 | (827.3) | 16.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income | 160.3 | 0 | 0 | 156.9 | 0 | 0 | 0 | 0 | 156.9 | 3.4 | |||
Net Income | Accounting Standards Update 2014-09 [Member] | 72.7 | ||||||||||||
Payment to Noncontrolling Interest | (3.3) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (3.3) | |||
Equity-Based Plans | 0.4 | 0 | (6.5) | 0 | 6.9 | 0 | 0 | 0 | 0.4 | 0 | |||
Pension Adjustments, net of tax expense of $4.7 Q2 2018 and $6.6 Q2 2017 | 15.9 | 0 | 0 | 0 | 0 | 0 | 15.9 | 0 | 15.9 | 0 | |||
Dividend Declared | (38.9) | 0 | 0 | (38.9) | 0 | 0 | 0 | 0 | (38.9) | 0 | |||
Change in Cumulative Translation Adjustment | (0.1) | 0 | 0 | 0 | 0 | (0.1) | 0 | 0 | (0.1) | 0 | |||
Derivative Financial Instrument, no tax impact | 0.2 | 0 | 0 | 0 | 0 | 0 | 0 | 0.2 | 0.2 | 0 | |||
Ending Balance at Jun. 30, 2018 | (758.1) | $ 0.8 | $ 325.5 | $ 3,212.9 | $ (3,312.6) | $ (218.3) | $ (782.8) | $ 0.2 | $ (774.3) | $ 16.2 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Cumulative Adjustment for Topic 606, net of tax benefit of $25.8 | $ 3,212.9 | ||||||||||||
Cumulative Adjustment for Topic 606, net of tax benefit of $25.8 | Accounting Standards Update 2014-09 [Member] | $ (8.7) |
Consolidated Statements of Sha8
Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Pension Adjustments Tax | $ 4.7 | $ 6.6 | |
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||
Topic 606, tax | $ 25.8 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Basis Of Presentation Additional Information [Abstract] | |
Basis of Presentation | Basis of Presentation These interim unaudited consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q. They should be read in conjunction with the consolidated financial statements and related notes, which appear in The Dun & Bradstreet Corporation’s (“Dun & Bradstreet” or “we” or “us” or “our” or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2017 . The unaudited consolidated results for interim periods do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included. All inter-company transactions have been eliminated in consolidation. We manage and report our business through the following two segments: • Americas, which consists of our operations in the United States (“U.S.”), Canada, and our Latin America Worldwide Network; and • Non-Americas, which consists of our operations in the United Kingdom (“U.K.”), Greater China, India and our European and Asia Pacific Worldwide Networks. The financial statements of the subsidiaries outside of the U.S. and Canada reflect results for the three month and six month periods ended May 31 in order to facilitate the timely reporting of the unaudited consolidated financial results and unaudited consolidated financial position. As a result of the adoption of ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” effective January 1, 2018, we have included only the service-cost component of the net pension and postretirement benefit cost in our compensation cost and reported the other components of the net pension and postretirement benefit cost within Non-Operating Income (Expense) - Net. We have also reclassified all prior periods’ results accordingly. As a result, total other components of the net pension and postretirement benefit cost of $0.3 million and $0.7 million were reclassified from compensation cost to Non-Operating Income (Expense) - Net for the three month and six month periods ended June 30, 2017 , respectively. See Note 10 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We consider the applicability and impact of all Accounting Standards Updates (“ASUs”) and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our consolidated financial position and/or results of operations. Recently Adopted Accounting Pronouncements In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The standard expands component and fair value hedging, specifies the presentation of the effects of hedging instruments, and eliminates the separate measurement and presentation of hedge ineffectiveness. The standard is effective for annual and interim periods beginning after December 15, 2018. This authoritative guidance can be adopted early in any interim period but has to be applied retrospectively to the beginning of the annual period. We early adopted this authoritative guidance in the second quarter of 2018 and it did not have a material impact on our consolidated financial statements. See Note 12 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” The standard amends the scope of modification accounting for share-based payments arrangements. An entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. The standard was effective for annual and interim periods beginning after December 15, 2017. The adoption of this authoritative guidance in the first quarter of 2018 did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefits Cost.” The standard amends the requirements in ASC Topic 715, “Compensation - Retirement Benefits” related to the income statement presentation of the components of net periodic benefit cost for an entity's sponsored defined benefit pension and other postretirement plans. The standard requires entities to disaggregate the current service-cost component from the other components of net benefit cost and present it with other current compensation costs for related employees in the income statement and present the other components elsewhere in the income statement outside of income from operations if such subtotal is presented. Entities are required to disclose the income statement lines that contain the other components if they are not presented on appropriately described lines. An entity is only allowed to capitalize the service-cost component of net benefit cost. The standard was effective for annual and interim periods beginning after December 15, 2017. The adoption of this authoritative guidance in the first quarter of 2018 did not have a material impact on our consolidated financial statements. See Note 10 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The standard provides a framework to use in determining when a set of assets and activities is a business. The standard requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If the fair value meets this threshold, the set of transferred assets and activities is not a business. The standard also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The standard was effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Entities must apply the guidance prospectively to any transactions occurring within the period of adoption. The adoption of this authoritative guidance in the first quarter of 2018 did not have an impact on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The standard eliminates the exception within Topic 740 of the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. As a result of the removal of the exception, a reporting entity would recognize the tax expense from the sale of the asset in the seller's tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer's jurisdiction would also be recognized at the time of the transfer. The standard was effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Entities must apply the modified retrospective approach, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of the adoption. The adoption of this authoritative guidance in the first quarter of 2018 did not have an impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” The standard amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The standard was effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. The adoption of this authoritative guidance in the first quarter of 2018 did not have an impact on our consolidated financial statements. New Revenue Recognition Standard: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers which replaces and supersedes the existing revenue standard (Topic 605). ASU No. 2014-09 was amended in 2015 and 2016 as described in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. ASU No. 2014-09 and its related amendments (the new revenue standard or Topic 606) provides a single comprehensive model used in accounting for revenue from contracts with customers. The core principle of this guidance is that an entity should recognize revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the transfer of promised goods and services to customers. The guidance also requires additional disclosure of information about the nature, amount, timing and uncertainty of revenue and cash flows from a contract with a customer. The new guidance also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. On January 1, 2018 we adopted the new revenue standard and applied it to all contracts using the modified retrospective method. We recognized the cumulative effect of applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods (Topic 605). The adoption of the new revenue standard is not expected to have a material annual impact to our 2018 revenue. However, we anticipate material quarterly changes in our financial results. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 due to the adoption of the new revenue standard was as follows: Balance at December 31, 2017 Adjustment Increase (Decrease) Balance at January 1, 2018 ASSETS Accounts Receivable (1)(3) $ 596.8 $ (318.9 ) $ 277.9 Other Current Assets (2) 1.6 3.3 4.9 Deferred Income Tax (4) 57.1 25.8 82.9 Deferred Costs (5) — 74.4 74.4 Other Non-Current Assets (2) 60.8 2.2 63.0 LIABILITIES Accounts Payable (3) $ 37.4 $ 12.1 $ 49.5 Short-Term Deferred Revenue (1)(6)(7) 684.4 (145.2 ) 539.2 Other Non-Current Liabilities (1) 100.7 1.3 102.0 EQUITY Retained Earnings (4)(5)(6)(7) $ 3,176.3 $ (81.4 ) $ 3,094.9 The adjustments relate to the following items: 1. Under the new standard, we recognize a receivable when the right to consideration is unconditional and due, which is generally when we invoice. The adjustment to receivables reverses amounts where the right to the consideration was not unconditional and revenue was not recognized. Unconditional amounts received or due in advance of performance are presented as receivables and deferred revenue (contract liability). Deferred revenue represents our obligation to transfer products to a customer for which we have received consideration, or an amount is due. 2. We recognize a contract asset when our right to consideration for products transferred to the customer is conditional on something other than the passage of time. We have non-cancelable multi-year contracts in which the consideration increases each contract year. This can result in a contract asset representing revenue we recognized before consideration is due and unconditional. 3. Under the new standard, price concessions, refunds or credits are variable consideration representing an estimated reduction in the consideration we expect to receive from contracts with customers. This estimate is included in accounts payable because it does not relate to future performance. Under Topic 605 this amount was recognized as an allowance for sales cancellations as a reduction of receivables. 4. The adjustment to retained earnings is net of income tax effects. 5. Under the new standard, we deferred incremental sales commissions to obtain new contracts which are amortized over the estimated period of benefit. 6. In contracts where we promise to provide the customer the latest set of data at scheduled intervals, we identified each data set as a distinct and separate performance obligation. Each performance obligation is satisfied at a point in time, on delivery of the data. Under Topic 605, we recognized the majority of revenue on delivering the initial data set and deferred an amount based on estimated changes to the data over the contract term. 7. Contracts with customers are modified frequently as they purchase additional products or change products. We elected to use a transition practical expedient and aggregated the effect of all contract modifications that occurred prior to January 1, 2018 instead of accounting for each contract modification separately. None of the adjustments described above affected net cash provided from operating, investing or financing activities. The impact of the adoption of the new revenue standard on our consolidated financial statements for the three month and six month periods ended June 30, 2018 was as follows: For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 Income Statement As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) Revenue $ 439.6 $ 394.4 $ 45.2 $ 857.8 $ 779.1 $ 78.7 Selling and Administrative Expenses 155.2 161.2 (6.0 ) 307.4 322.6 (15.2 ) Operating Income 112.2 61.0 51.2 206.9 113.0 93.9 Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates 100.5 49.3 51.2 181.4 87.5 93.9 Less: Provision for Income Taxes 6.3 (5.2 ) 11.5 22.2 1.0 21.2 Net Income (Loss) from Continuing Operations 94.7 55.0 39.7 160.3 87.6 72.7 Net Income (Loss) Attributable to Dun & Bradstreet 93.0 53.3 39.7 156.9 84.2 72.7 Basic Earnings (Loss) Per Share of Common Stock $ 2.51 $ 1.44 $ 1.07 $ 4.23 $ 2.27 $ 1.96 Diluted Earnings (Loss) Per Share of Common Stock $ 2.50 $ 1.43 $ 1.07 $ 4.21 $ 2.26 $ 1.95 At June 30, 2018 Balance Sheet As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) ASSETS Accounts Receivable $ 257.4 $ 419.8 $ (162.4 ) Other Current Assets 6.1 0.8 5.3 Deferred Income Tax 41.3 36.0 5.3 Deferred Costs 88.9 — 88.9 Other Non-Current Assets 63.1 61.1 2.0 LIABILITIES Accounts Payable $ 40.8 $ 34.7 $ 6.1 Accrued Income Taxes 16.2 15.4 0.8 Other Accrued and Current Liabilities 104.6 104.7 (0.1 ) Short-Term Deferred Revenue 582.0 645.3 (63.3 ) Other Non-Current Liabilities 95.4 91.5 3.9 EQUITY Retained Earnings $ 3,212.9 $ 3,221.6 $ (8.7 ) For the Six Months Ended June 30, 2018 Cash Flows As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) Net Income from Continuing Operations $ 160.3 $ 87.6 $ 72.7 Changes in Deferred Income Taxes, Net 30.9 16.8 14.1 Changes in Accrued Income Taxes, Net (40.4 ) (47.6 ) 7.2 (Increase) Decrease in Accounts Receivable 21.2 177.4 (156.2 ) (Increase) Decrease in Other Current Assets (9.1 ) (5.0 ) (4.1 ) Increase (Decrease) in Deferred Revenue 37.2 (37.9 ) 75.1 Increase (Decrease) in Accounts Payable (8.7 ) (2.6 ) (6.1 ) Increase (Decrease) in Accrued Liabilities (65.9 ) (66.0 ) 0.1 (Increase) Decrease in Other Long-Term Assets 1.9 3.2 (1.3 ) Net Increase (Decrease) in Long-Term Liabilities (29.9 ) (28.6 ) (1.3 ) Net, Other Non-Cash Adjustments 1.5 1.7 (0.2 ) Net Cash Provided by Operating Activities 173.3 173.3 — None of the adjustments described above affected net cash from operating, investing or financing activities. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. Entities will have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The guidance requires entities to apply the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). For certain assets (such as debt securities for which an other-than-temporary impairment has been recognized before the effective date), a prospective transition approach is required. We do not expect the adoption of this authoritative guidance will have a material impact on our consolidated financial statements. New Lease Standard: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This standard requires entities that lease assets to recognize on the balance sheet, subject to certain exceptions, the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842 - Leases.” The standard provides narrow amendments and technical corrections to clarify certain aspects of the new leases standard. The standard has the same effective date as ASU No. 2016-02. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842) - Targeted Improvements.” The standard adds a transition option to the new leases standard that allows entities to not apply the new guidance in the comparative periods they present in their financial statements in the year of adoption. The standard also provides a practical expedient that gives lessors an option to combine non-lease and associated lease components when certain criteria are met and requires a lessor to account for the combined component in accordance with the new revenue standard if the associated non-lease components are the predominant component. The standard has the same effective date as ASU No. 2016-02. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements. However, we anticipate that the adoption of this standard will have a material impact on our consolidated balance sheet. We are planning on electing the package of practical expedients which permits us to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. We are also evaluating other practical expedients available under the guidance. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue We generate revenue from licensing our data and providing related data services to our customers. Our data is integrated into our hosted or on-premise software applications. Data is also delivered directly into customer third-party applications (or our on-premise applications) using our application programming interfaces (“API”) or as computer files. Some of our data and reports can be purchased through our websites individually or in packages. Most of our revenue comes from customers we contract with directly. We also license data, trademarks and related technology and support services to our Worldwide Network partners for exclusive distribution of our products to customers in their territories. We also license our data to our alliance partners who use the data to enhance their own products or enable it to be seamlessly delivered to their customers. Revenue is net of any sales or indirect taxes collected from customers, which are subsequently remitted to government authorities. Performance Obligations and Revenue Recognition All our customers license our data and/or software applications. The license term is generally a minimum of 12 months and non-cancelable. If the customer can benefit from the license only in conjunction with a related service, the license is not distinct and is combined with the other services as a single performance obligation. We recognize revenue when (or as) we satisfy a performance obligation by transferring promised licenses and or services underlying the performance obligation to the customer. Some of our performance obligations are satisfied over time as the product is transferred to the customer. Performance obligations which are not satisfied over time are satisfied at a point in time. Determining whether the products and services in a contract are distinct and identifying the performance obligations requires significant judgment. When we assess contracts with customers we determine if the data we promise to transfer to the customer is individually distinct or is combined with other licenses or services which together form a distinct product or service and a performance obligation. We also consider if we promise to transfer a specific quantity of data or provide unlimited access to data. We determined that when customers can purchase a specified quantity of data based on their selection criteria and data layout, each data record is distinct and a performance obligation, satisfied on delivery. If we promise to update the initial data set at specified intervals, each update is a performance obligation, which we satisfy when the update data is delivered. When we provide customers continuous access to the latest data using our API-based and online products, the customer can consume and benefit from this content daily as we provide access to the data. We determined that for this type of offering our overall promise is a service of daily access to data which represents a single performance obligation satisfied over time. We recognize revenue ratably for this type of performance obligation. Customers can purchase unlimited access to data in many of our products for the non-cancelable contract term. These contracts are priced based on their anticipated usage volume of the product and we have the right to increase the transaction price in the following contract year if usage in the current contract year exceeds certain prescribed limits. The limits are set at a level that the customer is unlikely to exceed so in general, we fully constrain any variable consideration until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. For these contracts the performance obligation is satisfied over time as we provide continuous access to the data. We recognize revenue ratably over the contract term. For products sold under our annual and monthly discount plans the customer receives a discount based on the amount they commit to spend annually, or the actual amount spent at the end of each monthly billing cycle. Each report or data packet purchased is a separate performance obligation which is satisfied when the report or data packet is delivered. The customer can also purchase a monitoring service on the report or data packet which is a performance obligation satisfied over time because the customer benefits from the service as we monitor the data and provide alerts when the data changes. We recognize revenue ratably over the monitoring period. In some contracts, including annual discount plans, the customer commits to spend a fixed amount on the products. Breakage occurs if the customer does not exercise all their purchasing rights under the contract. We recognize breakage at the end of the contract when the likelihood of the customer exercising their remaining rights becomes remote. Many of our contracts provide the customer an option to purchase additional products. If the option provides the customer a discount which is incremental to discounts typically given for those products, the contract provides the customer a material right that it would not receive without entering into the contract. An amount of the transaction price is allocated to the material right performance obligation and is recognized when the customer exercises the option or when the option expires. We have long-term contracts with our Worldwide Network partners. These contracts are typically for an initial term of up to 10 years and automatically renew for further terms unless notice is given before the end of the initial or renewal term. We grant each Partner the exclusive right to sell our products in the countries that constitute their territory. We provide them access to data, use of our brand and technology and other services and support necessary for them to sell our products and services in their territory. We determined this arrangement is a series of distinct services and represents a single performance obligation satisfied over time. These contracts contain multiple streams of consideration, some of which are fixed and some are variable. These variable amounts are allocated to the specific service period during which the sales or usage occurred if the variable amount is commensurate with the benefit to the customer of the additional service and is consistent with our customary pricing practices. Otherwise the variable amount is accounted for as a change in the transaction price for the contract. We recognize revenue ratably for this performance obligation. We license our data to our alliance partners. Most contracts specify the number of licensed records or data sets to be delivered. If the licenses are distinct, we satisfy them on delivery of the data. Contract consideration is often a sales or usage-based royalty, sometimes accompanied by a guaranteed minimum amount. Any fixed consideration is allocated to each performance obligation based on the standalone selling price of the data. We apply the variable consideration exception for license revenue in the form of royalties when the license is the sole or predominant item to which the royalty relates. Royalty revenue is recognized when the later of the following events have occurred: (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). Contracts with Multiple Performance Obligations Our contracts with customers often include promises to transfer multiple performance obligations. For these contracts we allocate the transaction price to each performance obligation in the contract on a relative standalone selling price basis. The standalone selling price is the price at which we would sell the promised service separately to a customer. We use the observable price based on prices in contracts with similar customers in similar circumstances. We allocate variable consideration to a performance obligation or a distinct product if the terms of the variable payment relate specifically to our efforts to satisfy the performance obligation or transfer the distinct product and the allocation is consistent with the allocation objective. If these conditions are not met or the transaction price changes for other reasons after contract inception, we allocate the change on the same basis as at contract inception. Contract Combinations and Modifications Many of our customers have multiple contracts for various products. Contracts entered into at or near the same time with the same customer are combined into a single contract when they are negotiated together with a single commercial objective or the contracts are related in other ways. Contract modifications are accounted for as a separate contract if additional products are distinct and the transaction price increases by an amount that reflects the standalone selling prices of the additional products. Otherwise, we generally account for the modifications as if they were the termination of the existing contracts and creation of new contracts if the remaining products are distinct from the products transferred before the modification. The new transaction price is the unrecognized revenue from the existing contracts plus the new consideration. This amount is allocated to the remaining performance obligations based on the relative standalone selling prices. The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) is as follows: Second Half of 2018 2019 2020 2021 Thereafter Total Future Revenue $ 716.4 $ 688.0 $ 282.1 $ 110.9 $ 371.9 $ 2,169.3 The table of future revenue does not include any amount of variable consideration that is a sales or usage-based royalty in exchange for distinct data licenses or that is allocated to a distinct service period within a single performance obligation that is a series of distinct service periods. Contract Balances At June 30, 2018 At January 1, 2018 Accounts Receivable $ 257.4 $ 277.9 Short-Term Contract Assets 5.2 3.3 Long-Term Contract Assets 2.0 2.2 Short-Term Deferred Revenue 582.0 539.2 Long-Term Deferred Revenue 10.1 6.2 We recognize a receivable when we have an unconditional right to consideration and only the passage of time is required before payment of that consideration is due. If we recognize a receivable before we transfer products to the customer, we also recognize deferred revenue, which is also defined as a contract liability under the new revenue guidance. Deferred revenue represents our obligation to transfer products to the customer for which we have received consideration (or an amount of consideration is due) from the customer. When we transfer products or services to the customer before payment is received or is due, and our right to consideration is conditional on future performance or other factors in the contract, we recognize a contract asset. We assess each contract to determine if the net contract position is a net contract liability or net contract asset. The increase in deferred revenues and contract assets of $46.7 million and $1.7 million , respectively, for the six months ended June 30, 2018 is primarily due to the following factors: The increase in deferred revenue is primarily due to cash payments received or due in advance of satisfying our performance obligations, offset by approximately $384.4 million of revenues recognized that were included in the deferred revenue balance at January 1, 2018. The increase in contract assets is primarily due to new contract assets recognized in the period, net of new amounts reclassified to receivables, offset by approximately $5.5 million of contract assets included in the balance at January 1, 2018 that were reclassified to receivables when they became unconditional. Assets Recognized for the Costs to Obtain a Contract We have annual incentive plans under which we pay commissions to our sales people for initial and renewal contracts with customers. These commissions are incremental costs of obtaining these contracts and when recoverable are capitalizable as commission assets. We capitalize the commissions paid on new business which we expect to renew when the amount paid is proportionately higher than the amount paid on renewals. Commission assets are amortized on a straight-line basis over the period of benefit which is estimated at 2 to 7 years. We elected to use the practical expedient to expense commissions paid on renewals because the expected period of benefit is 12 months or less. At June 30, 2018, commission assets, net of accumulated amortization included in Deferred Costs were $88.9 million . Amortization of commission assets for the three month and six month periods ended June 30, 2018 were $7.2 million and $13.9 million , respectively. Revenue Disaggregated by Major Product Category For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 Total Americas Non-Americas Total Americas Non-Americas Risk Management Solutions: Trade Credit $ 178.1 $ 137.9 $ 40.2 $ 348.4 265.8 $ 82.6 Other Enterprise Risk Management 82.2 66.9 15.3 156.1 126.2 29.9 Sales & Marketing Solutions: Sales Acceleration 82.9 76.1 6.8 162.3 149.2 13.1 Advanced Marketing Solutions 96.4 87.0 9.4 191.0 172.4 18.6 Total Revenue $ 439.6 $ 367.9 $ 71.7 $ 857.8 $ 713.6 $ 144.2 For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 Total Americas Non-Americas Total Americas Non-Americas Risk Management Solutions: Trade Credit $ 163.5 $ 122.0 $ 41.5 $ 328.6 $ 246.2 $ 82.4 Other Enterprise Risk Management 77.1 61.3 15.8 148.4 119.1 29.3 Sales & Marketing Solutions: Sales Acceleration 74.6 66.1 8.5 148.7 135.4 13.3 Advanced Marketing Solutions 90.5 84.2 6.3 161.5 147.4 14.1 Total Revenue $ 405.7 $ 333.6 $ 72.1 $ 787.2 $ 648.1 $ 139.1 See Note 11 for additional information on the disaggregation of revenue by customer solution set and geographical market. |
Restructuring Charge
Restructuring Charge | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charge | Restructuring Charge We incurred restructuring charges (which generally consist of employee severance and termination costs, contract terminations and/or costs to terminate lease obligations less assumed sublease income). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions. Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10”, as appropriate. We record severance costs provided under an ongoing benefit arrangement once they are both probable and reasonably estimable in accordance with the provisions of ASC 712-10. We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for costs associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary. The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit or disposal activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates. Three Months Ended June 30, 2018 vs. Three Months Ended June 30, 2017 During the three months ended June 30, 2018 , we recorded a $10.5 million restructuring charge. This charge was comprised of: • Severance costs of $10.2 million in accordance with the provisions of ASC 712-10. Approximately 165 employees were impacted. Most of the employees impacted exited the Company by the end of the second quarter of 2018. The cash payments for these employees will be substantially completed by the end of the first quarter of 2019; and • Contract termination, lease termination obligations and other exit costs, including those to consolidate or close facilities of $0.3 million . During the three months ended June 30, 2017 , we recorded a $7.5 million restructuring charge. This charge was comprised of: • Severance costs of $5.9 million in accordance with the provisions of ASC 712-10. Approximately 80 employees were impacted. Most of the employees impacted exited the Company by the end of the second quarter of 2017. The cash payments for these employees were substantially completed by the end of the first quarter of 2018 ; and • Contract termination, lease termination obligations and other exit costs, including those to consolidate or close facilities of $1.6 million . Six Months Ended June 30, 2018 vs. Six Months Ended June 30, 2017 During the six months ended June 30, 2018 , we recorded an $21.5 million restructuring charge. This charge was comprised of: • Severance costs of $20.6 million in accordance with the provisions of ASC 712-10. Approximately 305 employees were impacted. Most of the employees impacted exited the Company by the end of the second quarter of 2018. The cash payments for these employees will be substantially completed by the end of the first quarter of 2019; and • Contract termination, lease termination obligations and other exit costs, including those to consolidate or close facilities of $0.9 million . During the six months ended June 30, 2017 , we recorded a $16.5 million restructuring charge. This charge was comprised of: • Severance costs of $12.0 million and $1.6 million in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively. Approximately 270 employees were impacted. Of these 270 employees, approximately 185 employees exited the Company by the end of the second quarter of 2017 , with the remaining primarily having exited by the end of the third quarter of 2017 . The cash payments for these employees were substantially completed by the end of the first quarter of 2018 ; and • Contract termination, lease termination obligations and other exit costs, including those to consolidate or close facilities of $2.9 million . The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization: Severance and Termination Contract Termination, Lease Termination Obligations and Other Exit Costs Total Restructuring Charges: Balance Remaining as of December 31, 2017 $ 12.7 $ 3.5 $ 16.2 Charge Taken during the First Quarter 2018 10.4 0.6 11.0 Payments Made during the First Quarter 2018 (9.1 ) (1.3 ) (10.4 ) Balance Remaining as of March 31, 2018 $ 14.0 $ 2.8 $ 16.8 Charge Taken during the Second Quarter 2018 10.2 0.3 10.5 Payments Made during the Second Quarter 2018 (8.4 ) (0.6 ) (9.0 ) Balance Remaining as of June 30, 2018 $ 15.8 $ 2.5 $ 18.3 Severance and Termination Contract Termination, Lease Termination Obligations and Other Exit Costs Total Restructuring Charges: Balance Remaining as of December 31, 2016 $ 8.3 $ 1.7 $ 10.0 Charge Taken during the First Quarter 2017 7.7 1.3 9.0 Payments Made during the First Quarter 2017 (4.1 ) (0.4 ) (4.5 ) Balance Remaining as of March 31, 2017 $ 11.9 $ 2.6 $ 14.5 Charge Taken during the Second Quarter 2017 5.9 1.6 7.5 Payments Made during the Second Quarter 2017 (6.2 ) (1.8 ) (8.0 ) Balance Remaining as of June 30, 2017 $ 11.6 $ 2.4 $ 14.0 |
Notes Payable and Indebtedness
Notes Payable and Indebtedness | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Notes Payable And Indebtedness Additional Information [Abstract] | |
Notes Payable and Indebtedness | Notes Payable and Indebtedness Our borrowings are summarized in the following table: June 30, 2018 At December 31, 2017 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: 2018 Term Loan Facility $ 15.0 $ — $ 15.0 $ — $ — $ — 2015 Term Loan Facility — — — 32.5 — 32.5 2018 Revolving Credit Facility 11.3 — 11.3 — — — Total Short-Term Debt $ 26.3 $ — $ 26.3 $ 32.5 $ — $ 32.5 Debt Maturing After One Year: Ten Year 4.37% senior notes (1) (2) December 1, 2022 300.0 2.4 297.6 300.0 2.6 297.4 Five Year 4.00% senior notes (1) (3) June 15, 2020 300.0 1.5 298.5 300.0 2.0 298.0 2018 Term Loan Facility June 19, 2023 285.0 0.6 284.4 — — — 2015 Term Loan Facility Retired — — — 320.0 0.9 319.1 2018 Revolving Credit Facility June 19, 2023 430.0 — 430.0 — — — 2014 Revolving Credit Facility Retired — — — 731.1 — 731.1 Total Long-Term Debt $ 1,315.0 $ 4.5 $ 1,310.5 $ 1,651.1 $ 5.5 $ 1,645.6 *Represents unamortized portion of debt issuance costs and discounts. (1) The notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at June 30, 2018 and December 31, 2017 . The notes do not contain any financial covenants. (2) The interest rates are subject to an upward adjustment if our debt ratings decline three levels below the Standard & Poor ’ s ® and/or Fitch ® BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rates and the rates cannot adjust below the initial interest rates (see further discussion below). (3) The interest rate is subject to an upward adjustment if our debt ratings decline one level below the Standard & Poor’s BBB- credit rating and/or two levels below the Fitch BBB credit rating that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rate and the rate cannot adjust below the initial interest rate (see further discussion below). On March 27, 2017, Standard & Poor’s Ratings Services downgraded our corporate credit rating to BB+ from BBB-. As a result, and in accordance with the provisions of their indentures, the interest rates on each of our senior notes were adjusted above their initial stated coupons (shown above) by 25 basis points commencing with the interest period during which the downgrade occurred. On May 22, 2017, Fitch Ratings downgraded our corporate credit rating to BBB- from BBB. The interest rates on each of our senior notes were not impacted as a result of the downgrade. Any further downgrade in our corporate credit rating by either rating agency would result in additional increases in the interest rates of our senior notes. In addition, further downgrades may increase our overall cost of borrowing and/or may negatively impact our ability to raise additional debt capital. In accordance with ASC 470, “Debt,” a short-term obligation that will be refinanced with successive short-term obligations may be classified as non-current as long as the cumulative period covered by the financing agreement is uninterrupted and extends beyond one year. Accordingly, the outstanding balances associated with the revolving credit facility were classified as “Long-Term Debt” as of June 30, 2018 and December 31, 2017 , excluding outstanding borrowings that were subsequently repaid utilizing operating funds. Term Loan Facility On June 19, 2018, we replaced our then existing term loan with a new $300 million term loan credit agreement (“2018 Term Loan Facility”). The 2018 Term Loan Facility matures on June 19, 2023, replacing the prior term loan facility entered into on May 14, 2015, with a maturity date of November 13, 2020 (“2015 Term Loan Facility”). The transaction was accounted for as a debt extinguishment in accordance with ASC 470-50, “Debt - Modifications and Extinguishments.” Unamortized debt issuance costs of $0.7 million related to the 2015 Term Loan Facility were written off as “Non-Operating Expenses.” Debt issuance costs of $0.6 million related to the 2018 Term Loan Facility were recorded as a reduction of the carrying amount of the 2018 Term Loan Facility and will be amortized over the term of the 2018 Term Loan Facility. Borrowings under the 2018 Term Loan Facility bear interest at a rate of LIBOR plus a spread of 150.0 basis points. We borrowed the full $300 million available under the 2018 Term Loan Facility and utilized the proceeds, together with proceeds from a borrowing under a new revolving credit facility (described below), to pay all amounts then outstanding under our 2015 Term Loan Facility. We committed to repay the borrowings in prescribed installments over the five -year period. Repayments expected to be made within one year are classified as “Short-Term Debt” and the remaining outstanding balance is classified as “Long-Term Debt.” The weighted average interest rates associated with the outstanding balances related to the 2018 and 2015 Term Loan Facilities as of June 30, 2018 and December 31, 2017 were 3.63% and 2.91% , respectively. Both term facilities require the maintenance of interest coverage and total debt to Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) ratios, which are defined in the respective term loan facility credit agreement and which are generally identical to those contained in the $1 billion revolving credit facility in effect. We were in compliance with the term loan facility financial and non-financial covenants at June 30, 2018 and December 31, 2017. Revolving Credit Facility On June 19, 2018, we replaced our then existing credit facility with a new $1 billion revolving credit facility (“2018 Revolving Credit Facility”). The 2018 Revolving Credit Facility expires on June 19, 2023, replacing the prior $1 billion credit facility entered into on July 23, 2014, with a maturity date of July 23, 2019 (“2014 Revolving Credit Facility”). The transaction was accounted for as a debt modification in accordance with ASC 470-50. Debt issuance costs of $2.8 million related to the 2018 Revolving Credit Facility, together with the unamortized debt issuance costs of the 2014 Revolving Credit Facility, were included in “Other Non-Current Assets” on the consolidated balance sheet and will be amortized over the term of the 2018 Revolving Credit Facility. Borrowings under the 2018 Revolving Credit Facility bear interest at a rate of LIBOR plus a spread of 120.0 basis points. We borrowed under the 2018 Revolving Credit Facility in order to pay all amounts outstanding under our 2014 Revolving Credit Facility and a portion of our 2015 Term Loan Facility. The weighted average interest rates associated with the outstanding balances related to the 2018 and 2014 Revolving Credit Facilities as of June 30, 2018 and December 31, 2017 were 3.37% and 2.80% , respectively. Both credit facilities require the maintenance of interest coverage and total debt to EBITDA ratios which are defined in the respective revolving credit facility agreement in effect. We were in compliance with the revolving credit facility financial and non-financial covenants at June 30, 2018 and December 31, 2017. Other We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $2.7 million at June 30, 2018 and $2.9 million at December 31, 2017. Interest paid for all outstanding debt totaled $26.7 million and $28.5 million during the six months ended June 30, 2018 and 2017, respectively. On April 20, 2018, we entered into three -year interest rate swaps with an aggregate notional amount of $300 million in year 1 , $214 million in year 2 and $129 million in year 3 . The objective of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. See Note 12 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock unit awards, stock options, and contingently issuable shares using the treasury stock method. The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders – Basic and Diluted $ 93.0 $ 45.1 $ 156.9 $ 61.4 Loss from Discontinued Operations – Net of Income Taxes — — — (0.8 ) Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders – Basic and Diluted $ 93.0 $ 45.1 $ 156.9 $ 60.6 Weighted Average Number of Shares Outstanding – Basic 37.1 36.9 37.1 36.9 Dilutive Effect of Our Stock Incentive Plans 0.1 0.2 0.2 0.2 Weighted Average Number of Shares Outstanding – Diluted 37.2 37.1 37.3 37.1 Basic Earnings (Loss) Per Share of Common Stock: Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders $ 2.51 $ 1.22 $ 4.23 $ 1.66 Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders — — — (0.02 ) Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders $ 2.51 $ 1.22 $ 4.23 $ 1.64 Diluted Earnings (Loss) Per Share of Common Stock: Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders $ 2.50 $ 1.22 $ 4.21 $ 1.65 Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders — — — (0.02 ) Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders $ 2.50 $ 1.22 $ 4.21 $ 1.63 The weighted average number of shares outstanding used in the computation of diluted earnings per share excludes the effect of outstanding common shares potentially issuable totaling 51,009 shares and 36,730 shares at the three month and six month periods ended June 30, 2018 , respectively, as compared to 52,659 shares and 34,559 shares at the three month and six month periods ended June 30, 2017 , respectively. These potentially issuable common shares were not included in the calculation of diluted earnings per share because their effect would be anti-dilutive. No shares were repurchased during the three month and six month periods ended June 30, 2018 and 2017 . We currently have in place a $100 million share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and Employee Stock Purchase Program, and to be used for discretionary share repurchases from time to time. This program was approved by our Board of Directors in August 2014 and will remain open until it has been fully utilized. There is currently no definitive timeline under which the program will be completed. As of June 30, 2018 , we had not yet commenced repurchasing under this program. See Note 2 and Note 3 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for the discussion of the impact of our adoption of the new revenue recognition standard. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Accrued and Current Liabilities June 30, December 31, 2017 Restructuring Accruals $ 18.3 $ 16.2 Professional Fees 34.2 30.8 Operating Expenses 31.6 38.3 Other Accrued Liabilities (1) 20.5 48.3 $ 104.6 $ 133.6 (1) The decrease in other accrued liabilities from December 31, 2017 to June 30, 2018 was primarily due to a payment in the first quarter of 2018 for a service-based award related to the acquisition of Dun and Bradstreet Credibility Corp (“DBCC”) and a payment for settlement of China legal matters. Other Non-Current Liabilities June 30, December 31, 2017 Deferred Compensation $ 7.9 $ 10.4 U.S. Tax Liability Associated with the 2017 Act 44.7 50.4 Deferred Rent Incentive 19.8 22.0 Long-Term Deferred Revenue 10.1 — Other 12.9 17.9 $ 95.4 $ 100.7 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Contingencies Additional Information [Abstract] | |
Contingencies | Contingencies We are involved in legal proceedings, regulatory matters, claims and litigation arising in the ordinary course of business for which we believe that we have adequate reserves, and such reserves are not material to the consolidated financial statements. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. Once we have disclosed a matter that we believe is or could be material to us, we continue to report on such matter until there is finality of outcome or until we determine that disclosure is no longer warranted. Further, other than specifically stated below to the contrary, we believe our estimate of the aggregate range of reasonably possible losses, in excess of established reserves, for our legal proceedings was not material at June 30, 2018. In addition, from time to time, we may be involved in additional matters, which could become material and for which we may also establish reserve amounts, as discussed below. China Operations On March 18, 2012, we announced we had temporarily suspended our Shanghai Roadway D&B Marketing Services Co. Ltd. (“Roadway”) operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we had been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we voluntarily contacted the Securities and Exchange Commission (“SEC”) and the United States Department of Justice (“DOJ”) to advise both agencies of our investigation into this matter. Our discussions with both the SEC and DOJ concluded in April 2018. The DOJ decided not to take any action on the matter and issued a written declination of prosecution. The SEC approved a final settlement, entered an administrative order resolving the investigation, and received payment of the settlement funds in May 2018. The ultimate outcome of the settlement was not material to our business, financial condition or results of operations. Other Matters In addition, in the normal course of business, and including without limitation, our merger and acquisition activities, strategic relationships and financing transactions, Dun & Bradstreet indemnifies other parties, including customers, lessors and parties to other transactions with Dun & Bradstreet, with respect to certain matters. Dun & Bradstreet has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. Dun & Bradstreet has also entered into indemnity obligations with its officers and directors. Additionally, in certain circumstances, Dun & Bradstreet issues guarantee letters on behalf of our wholly-owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by Dun & Bradstreet under these agreements have not had a material impact on the consolidated financial statements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three month and six month periods ended June 30, 2018 , our effective tax rate was 6.4% and 12.3% , respectively, as compared to 29.4% and 30.4% for the three month and six month periods ended June 30, 2017 , respectively. Our 2018 tax provision reflects the impact of the adoption of Topic 606 which resulted in a higher pretax income of $51.2 million and $93.9 million for the three month and six month periods ended June 30, 2018 , respectively. The lower effective tax rates for the three month and six month periods ended June 30, 2018, were due to the impact of the reduction of the U.S. statutory tax rate resulting from the 2017 Tax Cuts and Jobs Act (“2017 Act”) enacted in the fourth quarter of 2017 and a U.S. tax accounting method change approved by the Internal Revenue Service (“IRS”) in April 2018, partially offset by the impact of non-taxable income in the prior year periods, related to the legal reserve reduction associated with the SEC and DOJ investigation of our China operations. For the three month and six month periods ended June 30, 2018 , there are no known changes in our effective tax rate that either have had or that we expect may reasonably have a material impact on our operations or future performance. The total amount of gross unrecognized tax benefits as of June 30, 2018 was $5.9 million . The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $5.7 million , net of related tax benefits. We or one of our subsidiaries file income tax returns in the U.S. federal, and various state, local and foreign jurisdictions. In the U.S. federal jurisdiction, we are no longer subject to examination by the Internal Revenue Service (“IRS”) for years prior to 2014. In state and local jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2014. In foreign jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2012. We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense recognized for the three month and six month periods ended June 30, 2018 was less than $0.1 million and $0.2 million , net of tax benefits, as compared to $0.1 million , net of tax benefits, for each of the three month and six month periods ended June 30, 2017 . The total amount of accrued interest was $0.4 million , net of tax benefits, as of June 30, 2018 and 2017. On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB”) No. 118 (“SAB No. 118”), which provided guidance on accounting for the tax effects of the 2017 Act. SAB No.118 provides for a measurement period of up to one year from the enactment date for companies to complete the accounting for the income tax effects of the 2017 Act. In accordance with SAB No. 118, a registrant must reflect the income tax effects of those aspects of the 2017 Act for which the accounting is complete and provide a provisional estimate (where determinable) of the income tax effects of the 2017 Act where the accounting is incomplete. The provisional estimate is required to be updated throughout the measurement period. In connection with the 2017 Act, we were able to determine the tax effect related to the remeasurement of deferred taxes, but we have not finalized the accounting for the tax impact on deemed repatriation related to accumulated undistributed foreign earnings through December 31, 2017. During the second quarter of 2018, we reduced the tax liability associated with the deemed repatriation by $2.3 million as a result of a revision for certain accumulated undistributed foreign earnings determined at December 31, 2017. The final impact of the 2017 Act is still being determined and may be further revised, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the IRS, and additional actions we may take. We are continuing to gather additional information to determine the final impact. During the first quarter of 2018, we repatriated approximately $295 million from our overseas operations, for which we recorded an additional $1.7 million current tax liability, included in “Accrued Income Tax,” reflecting changes in foreign currency exchange rates between December 31, 2017 and the dates of the repatriations. In addition, we recorded a net deferred tax asset of $1.6 million and $0.6 million for the three and six months ended June 30, 2018, respectively, related to changes in foreign currency exchange rates during the respective periods for the undistributed foreign earnings at June 30, 2018. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Pension And Postretirement Benefits Additional Information [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension Plans Postretirement Benefit Obligations For the Three Months Ended June 30, For the Six Months Ended June 30, For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 2018 2017 2018 2017 Components of Net Periodic Cost (Income): Service Cost $ 1.0 $ 0.7 $ 2.0 $ 1.4 $ 0.1 $ 0.2 $ 0.3 $ 0.4 Interest Cost 14.3 14.3 28.6 28.5 0.1 0.1 0.2 0.2 Expected Return on Plan Assets (24.3 ) (23.5 ) (48.6 ) (46.9 ) — — — — Amortization of Prior Service Cost (Credit) — — 0.1 0.1 — (0.2 ) — (0.6 ) Recognized Actuarial Loss (Gain) 10.7 10.0 21.2 20.0 (0.3 ) (0.4 ) (0.7 ) (0.6 ) Net Periodic Cost (Income) $ 1.7 $ 1.5 $ 3.3 $ 3.1 $ (0.1 ) $ (0.3 ) $ (0.2 ) $ (0.6 ) As a result of the adoption of ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” effective January 1, 2018, we have included only the service-cost component of the net pension and postretirement benefit cost in our compensation cost and reported the other components of the net pension and postretirement benefit cost within Non-Operating Income (Expense) - Net. We have also reclassified all historical results accordingly. As a result, total other components of the net pension and postretirement benefit cost of $0.3 million and $0.7 million were reclassified from compensation cost to “Non-Operating Income (Expense) - Net” for the three month and six month periods ended June 30, 2017 , respectively. We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017 that we expected to contribute approximately $19 million to our U.S. Non-Qualified plans and non-U.S. pension plans and approximately $2 million to our postretirement benefit plan for the year ended December 31, 2018 . As of June 30, 2018 , we have made contributions to our U.S. Non-Qualified plans and non-U.S. pension plans of $10.1 million and we have made contributions of $1.2 million to our postretirement benefit plan. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Below are our segments for which separate financial information is available and for which operating results are evaluated by management on a timely basis to assess performance and to allocate resources. • Americas, which currently consists of our operations in the U.S., Canada, and our Latin America Worldwide Network; and • Non-Americas, which currently consists of our operations in the U.K., Greater China, India and our European and Asia Pacific Worldwide Networks. Our customer solution sets are D&B Risk Management Solutions™ and D&B Sales & Marketing Solutions™. Inter-segment sales are immaterial, and no single customer accounted for 10% or more of our total revenue. For management reporting purposes, we evaluate business segment performance before restructuring charges, other non-core gains and charges that are not in the normal course of business and intercompany transactions, because these charges and transactions are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business. For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Revenue (a): Americas $ 367.9 $ 333.6 $ 713.6 $ 648.1 Non-Americas 71.7 72.1 144.2 139.1 Consolidated Total $ 439.6 $ 405.7 $ 857.8 $ 787.2 Operating Income (Loss): Americas $ 126.3 $ 77.8 $ 232.7 $ 135.4 Non-Americas 18.4 20.2 38.8 38.4 Total Segments 144.7 98.0 271.5 173.8 Corporate and Other (1) (32.5 ) (21.3 ) (64.6 ) (55.8 ) Consolidated Total 112.2 76.7 206.9 118.0 Non-Operating Income (Expense) - Net (2) (11.7 ) (13.2 ) (25.5 ) (29.6 ) Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates $ 100.5 $ 63.5 $ 181.4 $ 88.4 (a) See Note 2 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for the impact of the adoption of Topic 606. (1) The following table summarizes “Corporate and Other:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Corporate Costs $ (21.0 ) $ (21.2 ) $ (41.9 ) $ (42.6 ) Restructuring Expense (10.5 ) (7.5 ) (21.5 ) (16.5 ) Acquisition-Related Costs (a) (0.4 ) (0.8 ) (0.5 ) (4.6 ) Accrual for Legal Matters (b) — 8.0 — 8.0 Legal and Other Professional Fees and Shut-Down (Costs) Recoveries Related to Matters in China (0.6 ) 0.2 (0.7 ) (0.1 ) Total Corporate and Other $ (32.5 ) $ (21.3 ) $ (64.6 ) $ (55.8 ) (a) The acquisition-related costs (e.g., banker's fees) for the three month and six month periods ended June 30, 2018 and 2017 were primarily related to the acquisition of Avention. See Note 14 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. (b) The decrease in accrued expenses for legal matters for the three month and six month periods ended June 30, 2018 was related to the conclusion of the SEC and DOJ investigation of our China operations. (2) The following table summarizes “Non-Operating Income (Expense) - Net:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Interest Income $ 0.3 $ 0.4 $ 1.1 $ 0.8 Interest Expense (13.2 ) (15.1 ) (27.3 ) (29.7 ) Other Income (Expense) - Net (a) 1.2 1.5 0.7 (0.7 ) Non-Operating Income (Expense) - Net $ (11.7 ) $ (13.2 ) $ (25.5 ) $ (29.6 ) (a) The increase in Other Income - Net for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, was primarily due to an increase in dividend income from our minority-interest investments in 2018, and higher losses in the prior year period related to divested businesses and investment, partially offset by higher bank fees related to the new term loan and credit facilities in 2018. As a result of the adoption of ASU No. 2017-07, non-service cost components of the pension and postretirement cost (“non-service costs components”) are reported in Miscellaneous Other Income (Expense) - Net within Other Income (Expense) - Net. We have also reclassified all historical results accordingly. Total non-service cost components for our pension and postretirement plans was $0.5 million and $0.8 million for the three month and six month periods ended June 30, 2018, respectively, as compared to $0.3 million and $0.7 million for the three month and six month periods ended June 30, 2017, respectively. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail. Supplemental Geographic and Customer Solution Set Information: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Customer Solution Set Revenue: Americas: Risk Management Solutions $ 204.8 $ 183.3 $ 392.0 $ 365.3 Sales & Marketing Solutions 163.1 150.3 321.6 282.8 Total Americas Revenue $ 367.9 $ 333.6 $ 713.6 $ 648.1 Non-Americas: Risk Management Solutions $ 55.5 $ 57.3 $ 112.5 $ 111.7 Sales & Marketing Solutions 16.2 14.8 31.7 27.4 Total Non-Americas Revenue $ 71.7 $ 72.1 $ 144.2 $ 139.1 Consolidated Total: Risk Management Solutions $ 260.3 $ 240.6 $ 504.5 $ 477.0 Sales & Marketing Solutions 179.3 165.1 353.3 310.2 Consolidated Total Revenue $ 439.6 $ 405.7 $ 857.8 $ 787.2 At June 30, 2018 At December 31, 2017 Assets: Americas (3) $ 1,372.6 $ 1,585.7 Non-Americas (4) 453.0 735.0 Total Segments 1,825.6 2,320.7 Corporate and Other (5) 136.3 160.2 Consolidated Total $ 1,961.9 $ 2,480.9 Goodwill: Americas $ 634.7 $ 635.7 Non-Americas 143.4 143.9 Consolidated Total (6) $ 778.1 $ 779.6 (3) Total assets in the Americas segment at June 30, 2018 decreased by $213.1 million compared to December 31, 2017, primarily driven by the impact of the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), a decrease in accounts receivable due to the cyclical sales pattern of our Americas business, and a decrease in other intangible assets due to normal amortization partially offset by a net increase in operating cash. (4) Total assets in the Non-Americas segment at June 30, 2018 decreased by $282.0 million compared to December 31, 2017, primarily driven by a net decrease in cash due to repatriations of overseas cash back to the U.S. in the first quarter of 2018, the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), and the negative impact of foreign currency translation. (5) Total assets in Corporate and Other at June 30, 2018 decreased by $23.9 million compared to December 31, 2017, primarily due to a net decrease in deferred tax assets resulting from both the impact of the adoption of Topic 606 and a U.S. tax accounting method change approved by the IRS in April 2018 and a net decrease in cash driven by net payments of borrowing on our credit facility and term loan facility, partially offset by cash remitted from our foreign operations during the first quarter of 2018. (6) Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Financial Instruments Additional Information [Abstract] | |
Financial Instruments | Financial Instruments We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward and option contracts to hedge short-term foreign currency denominated loans and certain third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below. We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments. By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at June 30, 2018 and December 31, 2017 , there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures. Our trade receivables do not represent a significant concentration of credit risk at June 30, 2018 and December 31, 2017 , because we sell to a large number of customers in different geographical locations and industries. Interest Rate Risk Management Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a policy that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. On April 20, 2018, we entered into three -year interest rate swaps with an aggregate notional amount of $300 million in year 1 , $214 million in year 2 and $129 million in year 3 . Under the swap agreements, we will make monthly payments based on the fixed interest rate and receive monthly payments based on the floating rate. The objective of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. For further detail of our debt, see Note 5 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. The swaps are designated and accounted for as cash flow hedges. We early adopted ASU No. 2017-12 in the second quarter of 2018. In accordance with the guidance, changes in the fair value of the hedging instruments are recorded in Other Comprehensive Income (Loss) and reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings. Foreign Exchange Risk Management Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. We follow a policy of hedging balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We use short-term, foreign exchange forward and, from time to time, option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound sterling, the Euro, the Canadian dollar and the Hong Kong dollar. The gains and losses on the forward contracts associated with our balance sheet positions are recorded in “Other Income (Expense) – Net” in the unaudited consolidated statements of operations and comprehensive income and are essentially offset by the losses and gains on the underlying foreign currency transactions. Our foreign exchange forward contracts are not designated as hedging instruments under authoritative guidance. As in prior years, we have hedged substantially all balance sheet positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. In addition, we may use foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding foreign exchange forward contracts are marked to market at the end of each quarter and the fair value impacts are reflected within the unaudited consolidated financial statements. As of June 30, 2018 and December 31, 2017 , the notional amounts of our foreign exchange contracts were $183.2 million and $239.2 million , respectively. Fair Values of Derivative Instruments in the Consolidated Balance Sheet Asset Derivatives Liability Derivatives June 30, 2018 December 31, 2017 June 30, 2018 December 31, 2017 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current Assets $ 0.2 Other Current Assets $ — Other Accrued & Current Liabilities $ — Other Accrued & Current Liabilities $ — Total Derivatives designated as hedging instruments $ 0.2 $ — $ — $ — Derivatives not designated as hedging instruments Foreign exchange forward contracts Other Current Assets $ 0.7 Other Current Assets $ 1.5 Other Accrued & Current Liabilities $ 1.1 Other Accrued & Current Liabilities $ 2.1 Total derivatives not designated as hedging instruments $ 0.7 $ 1.5 $ 1.1 $ 2.1 Total Derivatives $ 0.9 $ 1.5 $ 1.1 $ 2.1 The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative For the Three Months Ended June 30, For the Six Months Ended June 30, For the Three Months Ended June 30, For the Six Months Ended June 30, For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Interest Contracts $ 0.2 $ — $ 0.2 $ — Interest Expense $ — $ — $ — $ — Interest Expense $ (0.3 ) $ — $ (0.3 ) $ — Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivatives Amount of Gain or (Loss) Recognized in Income on Derivatives For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ (4.5 ) $ 3.2 $ (2.3 ) $ 4.8 Fair Value of Financial Instruments Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated intercompany loans and certain third-party and intercompany transactions. Fair value for derivative financial instruments is determined utilizing observable market data. We have a process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, we use quotes from independent pricing vendors based on recent trading activity and other relevant information including market interest rate curves and referenced credit spreads. In addition to utilizing external valuations, we conduct our own internal assessment of the reasonableness of the external valuations by utilizing a variety of valuation techniques including Black-Scholes option pricing and discounted cash flow models that are consistently applied. Inputs to these models include observable market data, such as yield curves, and foreign exchange rates where applicable. Our assessments are designed to identify prices that do not accurately reflect the current market environment, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. We also follow established routines for reviewing and reconfirming valuations with the pricing provider, if deemed appropriate. In addition, the pricing provider has an established challenge process in place for all valuations, which facilitates identification and resolution of potentially erroneous prices. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our own creditworthiness and constraints on liquidity. For inactive markets that do not have observable pricing or sufficient trading volumes, or for positions that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 , and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value. Level inputs, as defined by authoritative guidance, are as follows: Level Input: Input Definition: Level I Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs for the asset or liability in which little or no market data exists therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following tables summarize fair value measurements by level at June 30, 2018 and December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Balance at June 30, 2018 Assets: Cash Equivalents (1) $ 20.0 $ — $ — $ 20.0 Other Current Assets: Foreign Exchange Forwards (2) $ — $ 0.7 $ — $ 0.7 Swap Arrangement (3) $ — $ 0.2 $ — $ 0.2 Liabilities: Other Accrued and Current Liabilities: Foreign Exchange Forwards (2) $ — $ 1.1 $ — $ 1.1 Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Balance at December 31, 2017 Assets: Cash Equivalents (1) $ 216.9 $ — $ — $ 216.9 Other Current Assets: Foreign Exchange Forwards (2) $ — $ 1.5 $ — $ 1.5 Liabilities: Other Accrued and Current Liabilities: Foreign Exchange Forwards (2) $ — $ 2.1 $ — $ 2.1 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents interest rate swap agreements. Fair value is determined based on observable market data. There were no transfers between Levels I and II or transfers in or transfers out of Level III in the fair value hierarchy for the six months ended June 30, 2018 and for the year ended December 31, 2017. At June 30, 2018 and December 31, 2017 , the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows: Balance at June 30, 2018 December 31, 2017 Carrying Amount (Asset) Liability Fair Value (Asset) Liability Carrying Amount (Asset) Liability Fair Value (Asset) Liability Short-term and Long-term Debt $ 596.1 $ 593.8 $ 595.4 $ 606.4 Revolving Credit Facility $ 441.3 $ 443.9 $ 731.1 $ 729.0 Term Loan Facility $ 299.4 $ 305.9 $ 351.6 $ 355.3 Items Measured at Fair Value on a Nonrecurring Basis In addition to assets and liabilities that are recorded at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. During the three month and six month periods ended June 30, 2018 and 2017, we did not measure any assets or liabilities at fair value on a nonrecurring basis. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (“AOCI”) as of June 30, 2018 and 2017 : Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, December 31, 2016 $ (266.2 ) $ (683.4 ) $ — $ (949.6 ) Other Comprehensive Income Before Reclassifications 22.4 — — 22.4 Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax — 12.3 — 12.3 Balance, June 30, 2017 $ (243.8 ) $ (671.1 ) $ — $ (914.9 ) Balance, December 31, 2017 $ (218.2 ) $ (798.7 ) $ — $ (1,016.9 ) Other Comprehensive Income Before Reclassifications (0.1 ) — 0.2 0.1 Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax — 15.9 — 15.9 Balance, June 30, 2018 $ (218.3 ) $ (782.8 ) $ 0.2 $ (1,000.9 ) The following table summarizes the reclassifications out of AOCI as of June 30, 2018 and 2017 : Details About Accumulated Other Comprehensive Income Components Affected Line Item in the Statement Where Net Income is Presented Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Defined Benefit Pension Plans: Amortization of Prior Service Costs Selling and Administrative Expenses $ — $ (0.1 ) $ 0.1 $ (0.3 ) Operating Expenses — (0.1 ) — (0.2 ) Amortization of Actuarial Gain/Loss Selling and Administrative Expenses 6.2 6.3 12.4 12.6 Operating Expenses 4.1 3.3 8.1 6.8 Total Before Tax 10.3 9.4 20.6 18.9 Tax (Expense) or Benefit (2.4 ) (3.3 ) (4.7 ) (6.6 ) Total After Tax $ 7.9 $ 6.1 $ 15.9 $ 12.3 Total Reclassifications for the Period, Net of Tax $ 7.9 $ 6.1 $ 15.9 $ 12.3 |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Avention, Inc. On January 9, 2017, we acquired a 100% equity interest in Avention. Avention is a Massachusetts-based company that provides organizations with a deeper understanding of company, contact and market data, delivered through a robust technology platform. As a result of the acquisition, the combined capability of our data and Avention’s technology positions Dun & Bradstreet as a leader in the sales acceleration market. The results of Avention have been included in our unaudited consolidated financial statements since the date of acquisition. The acquisition was accounted for in accordance with ASC 805 “Business Combinations.” The acquisition was valued at $150 million , net of cash acquired. Transaction costs of $4.1 million were included in Selling and Administrative Expenses in the unaudited consolidated statement of operations and comprehensive income (loss). The acquisition was accounted for as a purchase transaction, and accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition. The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Amortization Life (years) Initial Purchase Price Allocation at March 31, 2017 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2017 Cash $ 4.2 $ — $ 4.2 Accounts Receivable 13.6 — 13.6 Other Current Assets 2.3 — 2.3 Total Current Assets $ 20.1 $ — $ 20.1 Intangible Assets: Customer Relationships 10 to 12 31.2 (0.3 ) 30.9 Technology 6 15.8 (1.4 ) 14.4 Backlog 2 5.8 0.7 6.5 Goodwill Indefinite 112.8 3.9 116.7 Other 5.3 — 5.3 Total Assets Acquired $ 191.0 $ 2.9 $ 193.9 Deferred Revenue $ 23.3 $ (1.0 ) $ 22.3 Deferred Tax Liability 7.7 3.9 11.6 Other Liabilities 5.8 — 5.8 Total Liabilities Assumed $ 36.8 $ 2.9 $ 39.7 Total Purchase Price 154.2 — 154.2 Less: Cash Acquired (4.2 ) — (4.2 ) Net Cash Consideration $ 150.0 $ — $ 150.0 The fair value of the customer relationships and backlog intangible assets was determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings, or after-tax cash flows attributable to the measured assets. The technology intangible asset represents Avention’s data service platform to deliver customer services and solutions. The fair value of this intangible asset was determined by applying the income approach; specifically, a relief-from-royalty method. The fair value of the deferred revenue was determined based on estimated direct costs to fulfill the related obligations, plus a reasonable profit margin based on selected peer companies’ margins as a benchmark. The preliminary fair values of the acquired assets and liabilities were subject to change within the one -year measurement period. We obtained information to determine the fair values of the net assets acquired at the acquisition date during the measurement period. Since the initial valuation reflected in our financial results as of March 31, 2017, we have allocated goodwill and intangible assets between our Americas and Non-Americas segments based on their respective projected cash flows. In addition, we recorded adjustments to the deferred tax liability reflecting the allocation of intangible assets between segments as well as applying a revised tax rate. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net increase of goodwill of $0.8 million , $0.5 million and $2.6 million in the second, third and fourth quarter of 2017, respectively. Goodwill of $83.9 million and $32.8 million was assigned to our Americas and Non-Americas segment, respectively, at December 31, 2017. The value of the goodwill is primarily related to Avention’s capability associated with product development which provides potential growth opportunities in the Sales Acceleration space. In addition, we expect cost synergies as a result of the acquisition. The intangible assets, with useful lives from 2 to 12 years, are being amortized over a weighted-average useful life of 8.6 years utilizing a straight-line method, which approximates the timing of the benefits derived. The intangibles have been recorded within Other Intangibles in our consolidated balance sheet since the date of acquisition. Tax Treatment of Goodwill The goodwill acquired is not deductible for tax purposes. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Computer Software and Goodwill: Computer Software Goodwill December 31, 2017 $ 132.1 $ 779.6 Additions at Cost (1) 13.4 — Amortization (9.9 ) — Other (2) 0.9 2.9 March 31, 2018 136.5 782.5 Additions at Cost (1) 12.9 — Amortization (11.6 ) — Other (2) (2.4 ) (4.4 ) June 30, 2018 $ 135.4 $ 778.1 (1) Computer Software - Primarily related to software-related enhancements on products. (2) Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations. Other Intangibles: Customer Relationships Trademark and Other Other Indefinite-Lived Intangibles Total December 31, 2017 (3) $ 91.6 $ 66.9 $ 158.4 $ 316.9 Additions at Cost — — — — Amortization (3.7 ) (4.4 ) — (8.1 ) Other 0.1 0.1 — 0.2 March 31, 2018 (3) 88.0 62.6 158.4 309.0 Additions at Cost — 0.2 — 0.2 Amortization (3.8 ) (4.5 ) — (8.3 ) Other (0.4 ) 0.1 — (0.3 ) June 30, 2018 (3) $ 83.8 $ 58.4 $ 158.4 $ 300.6 (3) Customer Relationships - Net of accumulated amortization of $47.9 million , $44.4 million and $40.6 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Trademark and Other - Net of accumulated amortization of $111.7 million , $107.7 million and $102.9 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. |
Contractual Obligations
Contractual Obligations | 6 Months Ended |
Jun. 30, 2018 | |
Contractual Obligations [Abstract] | |
Contractual Obligations | Contractual Obligations Cognizant Technology Solutions In February 2018, we entered into a new three -year agreement with Cognizant Technology Solutions (“CTS”) to consolidate the majority of the existing service agreements in which CTS provides technology support to develop applications for our products and solutions. The agreement is effective retroactively to January 1, 2018. We can terminate the agreement at any time with six months’ prior written notice and a $4.5 million termination fee. Concurrently, a separate three -year agreement dated June 1, 2015, in which CTS provides global maintenance and support for our daily applications and systems, was extended to May 31, 2020. Our additional minimum commitments related to these agreements over the remaining terms aggregates to approximately $72 million . The following table quantifies our additional contractual obligations related to the new agreement and extension discussed above: Contractual Obligations 2018 2019 2020 Total Cognizant Technology Solutions $ 24.3 $ 28.4 $ 19.3 $ 72.0 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Agreement and Plan of Merger On August 8, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Star Parent, L.P., a Delaware limited partnership (“Parent”), and Star Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each issued and outstanding share of the Company’s common stock outstanding immediately prior to the effective time of the Merger (other than (i) any shares owned by the Company, Parent, Merger Sub or their direct or indirect subsidiaries, including treasury shares, and (ii) any shares issued and outstanding at the Effective Time that are held by any holder who has not voted in favor of the merger and perfects a demand for appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware), will be converted automatically into the right to receive $145 in cash, without interest, and subject to deduction for any required withholding tax. The completion of the Merger is subject to approval of the Company’s stockholders and certain regulatory approvals and other customary closing conditions. The completion of the Merger is expected to occur within six months of August 8, 2018. Upon the completion of the transaction, Dun & Bradstreet will become a privately held company and shares of Dun & Bradstreet common stock will no longer be listed on any public market. During the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. New York time on September 22, 2018 (the “Go-Shop Period”), the Company and its representatives may initiate, solicit, encourage and facilitate any alternative acquisition proposal from third parties, participate in discussions and negotiations regarding any acquisition proposal and provide nonpublic information to any persons related to any acquisition proposal (pursuant to a confidentiality agreement with each such person which complies with the terms of the Merger Agreement). Until October 7, 2018, the Company may continue solicitation of, or discussions or negotiations with, third parties engaged by the Company during the Go-Shop Period from whom a written acquisition proposal was received during the Go-Shop Period that the Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes or is reasonably likely to result in a Superior Proposal (as defined in the Merger Agreement) (each such third party, an “Excluded Party”). If the Merger Agreement is terminated by either Parent or the Company in connection with the Company’s entry into a definitive agreement with an Excluded Party with respect to a Superior Proposal prior to the fifteenth day after expiration of the Go-Shop Period (the “Cut-Off Time”), then the Company will be required to pay Parent a termination fee equal to $81.4 million . If the Merger Agreement is terminated (i) by Parent because the Board changes its recommendation with respect to the Merger, or the Company materially breaches certain of its covenants under the Merger Agreement relating to the no-shop restrictions; or (ii) by the Company in connection with the Company’s entry into a definitive agreement with respect to a Superior Proposal with any person other than an Excluded Person after the Go-Shop Period, or with an Excluded Person after the Cut-Off Time, then the Company will be required to pay Parent a termination fee equal to $203.6 million . Dividend Declaration In August 2018 , the Board of Directors approved the declaration of a dividend of $0.5225 per share of common stock for the third quarter of 2018 . This cash dividend will be payable on September 7, 2018 to shareholders of record at the close of business on August 22, 2018 . As set forth in the above referenced Merger Agreement, the Company may not declare subsequent dividends to shareholders without the consent of the Parent. |
Recent Accounting Pronounceme26
Recent Accounting Pronouncements Revenue, Initial Application Period Cumulative Effect Transition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Cumulative Effect Recognized on Initial Application of New Revenue Guidance to Balance Sheet [Table Text Block] | The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 due to the adoption of the new revenue standard was as follows: Balance at December 31, 2017 Adjustment Increase (Decrease) Balance at January 1, 2018 ASSETS Accounts Receivable (1)(3) $ 596.8 $ (318.9 ) $ 277.9 Other Current Assets (2) 1.6 3.3 4.9 Deferred Income Tax (4) 57.1 25.8 82.9 Deferred Costs (5) — 74.4 74.4 Other Non-Current Assets (2) 60.8 2.2 63.0 LIABILITIES Accounts Payable (3) $ 37.4 $ 12.1 $ 49.5 Short-Term Deferred Revenue (1)(6)(7) 684.4 (145.2 ) 539.2 Other Non-Current Liabilities (1) 100.7 1.3 102.0 EQUITY Retained Earnings (4)(5)(6)(7) $ 3,176.3 $ (81.4 ) $ 3,094.9 The adjustments relate to the following items: 1. Under the new standard, we recognize a receivable when the right to consideration is unconditional and due, which is generally when we invoice. The adjustment to receivables reverses amounts where the right to the consideration was not unconditional and revenue was not recognized. Unconditional amounts received or due in advance of performance are presented as receivables and deferred revenue (contract liability). Deferred revenue represents our obligation to transfer products to a customer for which we have received consideration, or an amount is due. 2. We recognize a contract asset when our right to consideration for products transferred to the customer is conditional on something other than the passage of time. We have non-cancelable multi-year contracts in which the consideration increases each contract year. This can result in a contract asset representing revenue we recognized before consideration is due and unconditional. 3. Under the new standard, price concessions, refunds or credits are variable consideration representing an estimated reduction in the consideration we expect to receive from contracts with customers. This estimate is included in accounts payable because it does not relate to future performance. Under Topic 605 this amount was recognized as an allowance for sales cancellations as a reduction of receivables. 4. The adjustment to retained earnings is net of income tax effects. 5. Under the new standard, we deferred incremental sales commissions to obtain new contracts which are amortized over the estimated period of benefit. 6. In contracts where we promise to provide the customer the latest set of data at scheduled intervals, we identified each data set as a distinct and separate performance obligation. Each performance obligation is satisfied at a point in time, on delivery of the data. Under Topic 605, we recognized the majority of revenue on delivering the initial data set and deferred an amount based on estimated changes to the data over the contract term. 7. Contracts with customers are modified frequently as they purchase additional products or change products. We elected to use a transition practical expedient and aggregated the effect of all contract modifications that occurred prior to January 1, 2018 instead of accounting for each contract modification separately. |
Impact of the Adoption of the New Revenue Standard [Table Text Block] | The impact of the adoption of the new revenue standard on our consolidated financial statements for the three month and six month periods ended June 30, 2018 was as follows: For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 Income Statement As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) Revenue $ 439.6 $ 394.4 $ 45.2 $ 857.8 $ 779.1 $ 78.7 Selling and Administrative Expenses 155.2 161.2 (6.0 ) 307.4 322.6 (15.2 ) Operating Income 112.2 61.0 51.2 206.9 113.0 93.9 Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates 100.5 49.3 51.2 181.4 87.5 93.9 Less: Provision for Income Taxes 6.3 (5.2 ) 11.5 22.2 1.0 21.2 Net Income (Loss) from Continuing Operations 94.7 55.0 39.7 160.3 87.6 72.7 Net Income (Loss) Attributable to Dun & Bradstreet 93.0 53.3 39.7 156.9 84.2 72.7 Basic Earnings (Loss) Per Share of Common Stock $ 2.51 $ 1.44 $ 1.07 $ 4.23 $ 2.27 $ 1.96 Diluted Earnings (Loss) Per Share of Common Stock $ 2.50 $ 1.43 $ 1.07 $ 4.21 $ 2.26 $ 1.95 At June 30, 2018 Balance Sheet As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) ASSETS Accounts Receivable $ 257.4 $ 419.8 $ (162.4 ) Other Current Assets 6.1 0.8 5.3 Deferred Income Tax 41.3 36.0 5.3 Deferred Costs 88.9 — 88.9 Other Non-Current Assets 63.1 61.1 2.0 LIABILITIES Accounts Payable $ 40.8 $ 34.7 $ 6.1 Accrued Income Taxes 16.2 15.4 0.8 Other Accrued and Current Liabilities 104.6 104.7 (0.1 ) Short-Term Deferred Revenue 582.0 645.3 (63.3 ) Other Non-Current Liabilities 95.4 91.5 3.9 EQUITY Retained Earnings $ 3,212.9 $ 3,221.6 $ (8.7 ) For the Six Months Ended June 30, 2018 Cash Flows As Reported Without Adoption of Topic 606 Effect of Change Higher (Lower) Net Income from Continuing Operations $ 160.3 $ 87.6 $ 72.7 Changes in Deferred Income Taxes, Net 30.9 16.8 14.1 Changes in Accrued Income Taxes, Net (40.4 ) (47.6 ) 7.2 (Increase) Decrease in Accounts Receivable 21.2 177.4 (156.2 ) (Increase) Decrease in Other Current Assets (9.1 ) (5.0 ) (4.1 ) Increase (Decrease) in Deferred Revenue 37.2 (37.9 ) 75.1 Increase (Decrease) in Accounts Payable (8.7 ) (2.6 ) (6.1 ) Increase (Decrease) in Accrued Liabilities (65.9 ) (66.0 ) 0.1 (Increase) Decrease in Other Long-Term Assets 1.9 3.2 (1.3 ) Net Increase (Decrease) in Long-Term Liabilities (29.9 ) (28.6 ) (1.3 ) Net, Other Non-Cash Adjustments 1.5 1.7 (0.2 ) Net Cash Provided by Operating Activities 173.3 173.3 — |
Revenue Revenue from Contract w
Revenue Revenue from Contract with Customer (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Revenue Disaggregated by Major Product Category For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 Total Americas Non-Americas Total Americas Non-Americas Risk Management Solutions: Trade Credit $ 178.1 $ 137.9 $ 40.2 $ 348.4 265.8 $ 82.6 Other Enterprise Risk Management 82.2 66.9 15.3 156.1 126.2 29.9 Sales & Marketing Solutions: Sales Acceleration 82.9 76.1 6.8 162.3 149.2 13.1 Advanced Marketing Solutions 96.4 87.0 9.4 191.0 172.4 18.6 Total Revenue $ 439.6 $ 367.9 $ 71.7 $ 857.8 $ 713.6 $ 144.2 For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 Total Americas Non-Americas Total Americas Non-Americas Risk Management Solutions: Trade Credit $ 163.5 $ 122.0 $ 41.5 $ 328.6 $ 246.2 $ 82.4 Other Enterprise Risk Management 77.1 61.3 15.8 148.4 119.1 29.3 Sales & Marketing Solutions: Sales Acceleration 74.6 66.1 8.5 148.7 135.4 13.3 Advanced Marketing Solutions 90.5 84.2 6.3 161.5 147.4 14.1 Total Revenue $ 405.7 $ 333.6 $ 72.1 $ 787.2 $ 648.1 $ 139.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) is as follows: Second Half of 2018 2019 2020 2021 Thereafter Total Future Revenue $ 716.4 $ 688.0 $ 282.1 $ 110.9 $ 371.9 $ 2,169.3 |
Contract with Customer, Asset and Liability [Table Text Block] | Contract Balances At June 30, 2018 At January 1, 2018 Accounts Receivable $ 257.4 $ 277.9 Short-Term Contract Assets 5.2 3.3 Long-Term Contract Assets 2.0 2.2 Short-Term Deferred Revenue 582.0 539.2 Long-Term Deferred Revenue 10.1 6.2 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives | The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization: Severance and Termination Contract Termination, Lease Termination Obligations and Other Exit Costs Total Restructuring Charges: Balance Remaining as of December 31, 2017 $ 12.7 $ 3.5 $ 16.2 Charge Taken during the First Quarter 2018 10.4 0.6 11.0 Payments Made during the First Quarter 2018 (9.1 ) (1.3 ) (10.4 ) Balance Remaining as of March 31, 2018 $ 14.0 $ 2.8 $ 16.8 Charge Taken during the Second Quarter 2018 10.2 0.3 10.5 Payments Made during the Second Quarter 2018 (8.4 ) (0.6 ) (9.0 ) Balance Remaining as of June 30, 2018 $ 15.8 $ 2.5 $ 18.3 Severance and Termination Contract Termination, Lease Termination Obligations and Other Exit Costs Total Restructuring Charges: Balance Remaining as of December 31, 2016 $ 8.3 $ 1.7 $ 10.0 Charge Taken during the First Quarter 2017 7.7 1.3 9.0 Payments Made during the First Quarter 2017 (4.1 ) (0.4 ) (4.5 ) Balance Remaining as of March 31, 2017 $ 11.9 $ 2.6 $ 14.5 Charge Taken during the Second Quarter 2017 5.9 1.6 7.5 Payments Made during the Second Quarter 2017 (6.2 ) (1.8 ) (8.0 ) Balance Remaining as of June 30, 2017 $ 11.6 $ 2.4 $ 14.0 |
Notes Payable and Indebtedness
Notes Payable and Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Notes Payable And Indebtedness Additional Information [Abstract] | |
Borrowings | Our borrowings are summarized in the following table: June 30, 2018 At December 31, 2017 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: 2018 Term Loan Facility $ 15.0 $ — $ 15.0 $ — $ — $ — 2015 Term Loan Facility — — — 32.5 — 32.5 2018 Revolving Credit Facility 11.3 — 11.3 — — — Total Short-Term Debt $ 26.3 $ — $ 26.3 $ 32.5 $ — $ 32.5 Debt Maturing After One Year: Ten Year 4.37% senior notes (1) (2) December 1, 2022 300.0 2.4 297.6 300.0 2.6 297.4 Five Year 4.00% senior notes (1) (3) June 15, 2020 300.0 1.5 298.5 300.0 2.0 298.0 2018 Term Loan Facility June 19, 2023 285.0 0.6 284.4 — — — 2015 Term Loan Facility Retired — — — 320.0 0.9 319.1 2018 Revolving Credit Facility June 19, 2023 430.0 — 430.0 — — — 2014 Revolving Credit Facility Retired — — — 731.1 — 731.1 Total Long-Term Debt $ 1,315.0 $ 4.5 $ 1,310.5 $ 1,651.1 $ 5.5 $ 1,645.6 *Represents unamortized portion of debt issuance costs and discounts. (1) The notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at June 30, 2018 and December 31, 2017 . The notes do not contain any financial covenants. (2) The interest rates are subject to an upward adjustment if our debt ratings decline three levels below the Standard & Poor ’ s ® and/or Fitch ® BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rates and the rates cannot adjust below the initial interest rates (see further discussion below). (3) The interest rate is subject to an upward adjustment if our debt ratings decline one level below the Standard & Poor’s BBB- credit rating and/or two levels below the Fitch BBB credit rating that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rate and the rate cannot adjust below the initial interest rate (see further discussion below). |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders – Basic and Diluted $ 93.0 $ 45.1 $ 156.9 $ 61.4 Loss from Discontinued Operations – Net of Income Taxes — — — (0.8 ) Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders – Basic and Diluted $ 93.0 $ 45.1 $ 156.9 $ 60.6 Weighted Average Number of Shares Outstanding – Basic 37.1 36.9 37.1 36.9 Dilutive Effect of Our Stock Incentive Plans 0.1 0.2 0.2 0.2 Weighted Average Number of Shares Outstanding – Diluted 37.2 37.1 37.3 37.1 Basic Earnings (Loss) Per Share of Common Stock: Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders $ 2.51 $ 1.22 $ 4.23 $ 1.66 Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders — — — (0.02 ) Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders $ 2.51 $ 1.22 $ 4.23 $ 1.64 Diluted Earnings (Loss) Per Share of Common Stock: Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders $ 2.50 $ 1.22 $ 4.21 $ 1.65 Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders — — — (0.02 ) Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders $ 2.50 $ 1.22 $ 4.21 $ 1.63 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Other Accrued and Current Liabilities June 30, December 31, 2017 Restructuring Accruals $ 18.3 $ 16.2 Professional Fees 34.2 30.8 Operating Expenses 31.6 38.3 Other Accrued Liabilities (1) 20.5 48.3 $ 104.6 $ 133.6 (1) The decrease in other accrued liabilities from December 31, 2017 to June 30, 2018 was primarily due to a payment in the first quarter of 2018 for a service-based award related to the acquisition of Dun and Bradstreet Credibility Corp (“DBCC”) and a payment for settlement of China legal matters. |
Other Noncurrent Liabilities [Table Text Block] | Other Non-Current Liabilities June 30, December 31, 2017 Deferred Compensation $ 7.9 $ 10.4 U.S. Tax Liability Associated with the 2017 Act 44.7 50.4 Deferred Rent Incentive 19.8 22.0 Long-Term Deferred Revenue 10.1 — Other 12.9 17.9 $ 95.4 $ 100.7 |
Pension and Postretirement Be32
Pension and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Pension And Postretirement Benefits Additional Information [Abstract] | |
Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations | The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension Plans Postretirement Benefit Obligations For the Three Months Ended June 30, For the Six Months Ended June 30, For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 2018 2017 2018 2017 Components of Net Periodic Cost (Income): Service Cost $ 1.0 $ 0.7 $ 2.0 $ 1.4 $ 0.1 $ 0.2 $ 0.3 $ 0.4 Interest Cost 14.3 14.3 28.6 28.5 0.1 0.1 0.2 0.2 Expected Return on Plan Assets (24.3 ) (23.5 ) (48.6 ) (46.9 ) — — — — Amortization of Prior Service Cost (Credit) — — 0.1 0.1 — (0.2 ) — (0.6 ) Recognized Actuarial Loss (Gain) 10.7 10.0 21.2 20.0 (0.3 ) (0.4 ) (0.7 ) (0.6 ) Net Periodic Cost (Income) $ 1.7 $ 1.5 $ 3.3 $ 3.1 $ (0.1 ) $ (0.3 ) $ (0.2 ) $ (0.6 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information, Revenue and Operating Income (Loss) | For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Revenue (a): Americas $ 367.9 $ 333.6 $ 713.6 $ 648.1 Non-Americas 71.7 72.1 144.2 139.1 Consolidated Total $ 439.6 $ 405.7 $ 857.8 $ 787.2 Operating Income (Loss): Americas $ 126.3 $ 77.8 $ 232.7 $ 135.4 Non-Americas 18.4 20.2 38.8 38.4 Total Segments 144.7 98.0 271.5 173.8 Corporate and Other (1) (32.5 ) (21.3 ) (64.6 ) (55.8 ) Consolidated Total 112.2 76.7 206.9 118.0 Non-Operating Income (Expense) - Net (2) (11.7 ) (13.2 ) (25.5 ) (29.6 ) Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates $ 100.5 $ 63.5 $ 181.4 $ 88.4 (a) See Note 2 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for the impact of the adoption of Topic 606. (1) The following table summarizes “Corporate and Other:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Corporate Costs $ (21.0 ) $ (21.2 ) $ (41.9 ) $ (42.6 ) Restructuring Expense (10.5 ) (7.5 ) (21.5 ) (16.5 ) Acquisition-Related Costs (a) (0.4 ) (0.8 ) (0.5 ) (4.6 ) Accrual for Legal Matters (b) — 8.0 — 8.0 Legal and Other Professional Fees and Shut-Down (Costs) Recoveries Related to Matters in China (0.6 ) 0.2 (0.7 ) (0.1 ) Total Corporate and Other $ (32.5 ) $ (21.3 ) $ (64.6 ) $ (55.8 ) (a) The acquisition-related costs (e.g., banker's fees) for the three month and six month periods ended June 30, 2018 and 2017 were primarily related to the acquisition of Avention. See Note 14 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. (b) The decrease in accrued expenses for legal matters for the three month and six month periods ended June 30, 2018 was related to the conclusion of the SEC and DOJ investigation of our China operations. (2) The following table summarizes “Non-Operating Income (Expense) - Net:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Interest Income $ 0.3 $ 0.4 $ 1.1 $ 0.8 Interest Expense (13.2 ) (15.1 ) (27.3 ) (29.7 ) Other Income (Expense) - Net (a) 1.2 1.5 0.7 (0.7 ) Non-Operating Income (Expense) - Net $ (11.7 ) $ (13.2 ) $ (25.5 ) $ (29.6 ) (a) The increase in Other Income - Net for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, was primarily due to an increase in dividend income from our minority-interest investments in 2018, and higher losses in the prior year period related to divested businesses and investment, partially offset by higher bank fees related to the new term loan and credit facilities in 2018. As a result of the adoption of ASU No. 2017-07, non-service cost components of the pension and postretirement cost (“non-service costs components”) are reported in Miscellaneous Other Income (Expense) - Net within Other Income (Expense) - Net. We have also reclassified all historical results accordingly. Total non-service cost components for our pension and postretirement plans was $0.5 million and $0.8 million for the three month and six month periods ended June 30, 2018, respectively, as compared to $0.3 million and $0.7 million for the three month and six month periods ended June 30, 2017, respectively. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail. |
Supplemental Geographic and Customer Solution Set Information | Supplemental Geographic and Customer Solution Set Information: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Customer Solution Set Revenue: Americas: Risk Management Solutions $ 204.8 $ 183.3 $ 392.0 $ 365.3 Sales & Marketing Solutions 163.1 150.3 321.6 282.8 Total Americas Revenue $ 367.9 $ 333.6 $ 713.6 $ 648.1 Non-Americas: Risk Management Solutions $ 55.5 $ 57.3 $ 112.5 $ 111.7 Sales & Marketing Solutions 16.2 14.8 31.7 27.4 Total Non-Americas Revenue $ 71.7 $ 72.1 $ 144.2 $ 139.1 Consolidated Total: Risk Management Solutions $ 260.3 $ 240.6 $ 504.5 $ 477.0 Sales & Marketing Solutions 179.3 165.1 353.3 310.2 Consolidated Total Revenue $ 439.6 $ 405.7 $ 857.8 $ 787.2 At June 30, 2018 At December 31, 2017 Assets: Americas (3) $ 1,372.6 $ 1,585.7 Non-Americas (4) 453.0 735.0 Total Segments 1,825.6 2,320.7 Corporate and Other (5) 136.3 160.2 Consolidated Total $ 1,961.9 $ 2,480.9 Goodwill: Americas $ 634.7 $ 635.7 Non-Americas 143.4 143.9 Consolidated Total (6) $ 778.1 $ 779.6 (3) Total assets in the Americas segment at June 30, 2018 decreased by $213.1 million compared to December 31, 2017, primarily driven by the impact of the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), a decrease in accounts receivable due to the cyclical sales pattern of our Americas business, and a decrease in other intangible assets due to normal amortization partially offset by a net increase in operating cash. (4) Total assets in the Non-Americas segment at June 30, 2018 decreased by $282.0 million compared to December 31, 2017, primarily driven by a net decrease in cash due to repatriations of overseas cash back to the U.S. in the first quarter of 2018, the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), and the negative impact of foreign currency translation. (5) Total assets in Corporate and Other at June 30, 2018 decreased by $23.9 million compared to December 31, 2017, primarily due to a net decrease in deferred tax assets resulting from both the impact of the adoption of Topic 606 and a U.S. tax accounting method change approved by the IRS in April 2018 and a net decrease in cash driven by net payments of borrowing on our credit facility and term loan facility, partially offset by cash remitted from our foreign operations during the first quarter of 2018. (6) Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Financial Instruments Additional Information [Abstract] | |
Fair Values of Derivative Instruments in Consolidated Balance Sheet | Fair Values of Derivative Instruments in the Consolidated Balance Sheet Asset Derivatives Liability Derivatives June 30, 2018 December 31, 2017 June 30, 2018 December 31, 2017 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current Assets $ 0.2 Other Current Assets $ — Other Accrued & Current Liabilities $ — Other Accrued & Current Liabilities $ — Total Derivatives designated as hedging instruments $ 0.2 $ — $ — $ — Derivatives not designated as hedging instruments Foreign exchange forward contracts Other Current Assets $ 0.7 Other Current Assets $ 1.5 Other Accrued & Current Liabilities $ 1.1 Other Accrued & Current Liabilities $ 2.1 Total derivatives not designated as hedging instruments $ 0.7 $ 1.5 $ 1.1 $ 2.1 Total Derivatives $ 0.9 $ 1.5 $ 1.1 $ 2.1 |
Effect of Derivative Instruments on Consolidated Statement of Operations | The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative For the Three Months Ended June 30, For the Six Months Ended June 30, For the Three Months Ended June 30, For the Six Months Ended June 30, For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Interest Contracts $ 0.2 $ — $ 0.2 $ — Interest Expense $ — $ — $ — $ — Interest Expense $ (0.3 ) $ — $ (0.3 ) $ — Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivatives Amount of Gain or (Loss) Recognized in Income on Derivatives For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ (4.5 ) $ 3.2 $ (2.3 ) $ 4.8 |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize fair value measurements by level at June 30, 2018 and December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Balance at June 30, 2018 Assets: Cash Equivalents (1) $ 20.0 $ — $ — $ 20.0 Other Current Assets: Foreign Exchange Forwards (2) $ — $ 0.7 $ — $ 0.7 Swap Arrangement (3) $ — $ 0.2 $ — $ 0.2 Liabilities: Other Accrued and Current Liabilities: Foreign Exchange Forwards (2) $ — $ 1.1 $ — $ 1.1 Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) Balance at December 31, 2017 Assets: Cash Equivalents (1) $ 216.9 $ — $ — $ 216.9 Other Current Assets: Foreign Exchange Forwards (2) $ — $ 1.5 $ — $ 1.5 Liabilities: Other Accrued and Current Liabilities: Foreign Exchange Forwards (2) $ — $ 2.1 $ — $ 2.1 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents interest rate swap agreements. Fair value is determined based on observable market data. |
Carrying Amount and Estimated Fair Value of Asset (Liability) | The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows: Balance at June 30, 2018 December 31, 2017 Carrying Amount (Asset) Liability Fair Value (Asset) Liability Carrying Amount (Asset) Liability Fair Value (Asset) Liability Short-term and Long-term Debt $ 596.1 $ 593.8 $ 595.4 $ 606.4 Revolving Credit Facility $ 441.3 $ 443.9 $ 731.1 $ 729.0 Term Loan Facility $ 299.4 $ 305.9 $ 351.6 $ 355.3 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Reclassifications out of AOCI [Table Text Block] | The following table summarizes the reclassifications out of AOCI as of June 30, 2018 and 2017 : Details About Accumulated Other Comprehensive Income Components Affected Line Item in the Statement Where Net Income is Presented Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Defined Benefit Pension Plans: Amortization of Prior Service Costs Selling and Administrative Expenses $ — $ (0.1 ) $ 0.1 $ (0.3 ) Operating Expenses — (0.1 ) — (0.2 ) Amortization of Actuarial Gain/Loss Selling and Administrative Expenses 6.2 6.3 12.4 12.6 Operating Expenses 4.1 3.3 8.1 6.8 Total Before Tax 10.3 9.4 20.6 18.9 Tax (Expense) or Benefit (2.4 ) (3.3 ) (4.7 ) (6.6 ) Total After Tax $ 7.9 $ 6.1 $ 15.9 $ 12.3 Total Reclassifications for the Period, Net of Tax $ 7.9 $ 6.1 $ 15.9 $ 12.3 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (“AOCI”) as of June 30, 2018 and 2017 : Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Balance, December 31, 2016 $ (266.2 ) $ (683.4 ) $ — $ (949.6 ) Other Comprehensive Income Before Reclassifications 22.4 — — 22.4 Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax — 12.3 — 12.3 Balance, June 30, 2017 $ (243.8 ) $ (671.1 ) $ — $ (914.9 ) Balance, December 31, 2017 $ (218.2 ) $ (798.7 ) $ — $ (1,016.9 ) Other Comprehensive Income Before Reclassifications (0.1 ) — 0.2 0.1 Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax — 15.9 — 15.9 Balance, June 30, 2018 $ (218.3 ) $ (782.8 ) $ 0.2 $ (1,000.9 ) |
Acquisition Acquisition (Tables
Acquisition Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocation [Table Text Block] | The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Amortization Life (years) Initial Purchase Price Allocation at March 31, 2017 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2017 Cash $ 4.2 $ — $ 4.2 Accounts Receivable 13.6 — 13.6 Other Current Assets 2.3 — 2.3 Total Current Assets $ 20.1 $ — $ 20.1 Intangible Assets: Customer Relationships 10 to 12 31.2 (0.3 ) 30.9 Technology 6 15.8 (1.4 ) 14.4 Backlog 2 5.8 0.7 6.5 Goodwill Indefinite 112.8 3.9 116.7 Other 5.3 — 5.3 Total Assets Acquired $ 191.0 $ 2.9 $ 193.9 Deferred Revenue $ 23.3 $ (1.0 ) $ 22.3 Deferred Tax Liability 7.7 3.9 11.6 Other Liabilities 5.8 — 5.8 Total Liabilities Assumed $ 36.8 $ 2.9 $ 39.7 Total Purchase Price 154.2 — 154.2 Less: Cash Acquired (4.2 ) — (4.2 ) Net Cash Consideration $ 150.0 $ — $ 150.0 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles Goodwill and other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Computer Software and Goodwill: Computer Software Goodwill December 31, 2017 $ 132.1 $ 779.6 Additions at Cost (1) 13.4 — Amortization (9.9 ) — Other (2) 0.9 2.9 March 31, 2018 136.5 782.5 Additions at Cost (1) 12.9 — Amortization (11.6 ) — Other (2) (2.4 ) (4.4 ) June 30, 2018 $ 135.4 $ 778.1 (1) Computer Software - Primarily related to software-related enhancements on products. (2) Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations. |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Other Intangibles: Customer Relationships Trademark and Other Other Indefinite-Lived Intangibles Total December 31, 2017 (3) $ 91.6 $ 66.9 $ 158.4 $ 316.9 Additions at Cost — — — — Amortization (3.7 ) (4.4 ) — (8.1 ) Other 0.1 0.1 — 0.2 March 31, 2018 (3) 88.0 62.6 158.4 309.0 Additions at Cost — 0.2 — 0.2 Amortization (3.8 ) (4.5 ) — (8.3 ) Other (0.4 ) 0.1 — (0.3 ) June 30, 2018 (3) $ 83.8 $ 58.4 $ 158.4 $ 300.6 (3) Customer Relationships - Net of accumulated amortization of $47.9 million , $44.4 million and $40.6 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Trademark and Other - Net of accumulated amortization of $111.7 million , $107.7 million and $102.9 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. |
Contractual Obligations Contrac
Contractual Obligations Contractual Obligations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Contractual Obligations [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The following table quantifies our additional contractual obligations related to the new agreement and extension discussed above: Contractual Obligations 2018 2019 2020 Total Cognizant Technology Solutions $ 24.3 $ 28.4 $ 19.3 $ 72.0 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Number of Operating Segments | segment | 2 | |||
Accounting Standards Update 2017-07 [Member] | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||
Components of net pension and postretirement benefit cost, excluding service cost, reclassified from compensation cost to non-operating income (expense)-net | $ | $ 0.5 | $ 0.3 | $ 0.8 | $ 0.7 |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements Cumulative Effect Recognized on Initial Application of New Revenue Guidance (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Accounts Receivable | $ 257.4 | $ 257.4 | $ 277.9 | [1],[2] | $ 596.8 | ||||
Other Current Assets | 6.1 | 6.1 | 4.9 | [3] | 1.6 | ||||
Deferred Income Tax | 41.3 | 41.3 | 82.9 | [4] | 57.1 | ||||
Deferred Costs | 88.9 | 88.9 | 74.4 | [5] | 0 | ||||
Other Non-Current Assets | 63.1 | 63.1 | 63 | [3] | 60.8 | ||||
Accounts Payable | 40.8 | 40.8 | 49.5 | [1] | 37.4 | ||||
Accrued Income Tax | 16.2 | 16.2 | 50 | ||||||
Other Accrued and Current Liabilities | 104.6 | 104.6 | 133.6 | ||||||
Short-Term Deferred Revenue | 582 | 582 | 539.2 | [2],[6],[7] | 684.4 | ||||
Other Non-Current Liabilities | 95.4 | 95.4 | 102 | [2] | 100.7 | ||||
Retained Earnings | 3,212.9 | 3,212.9 | 3,094.9 | [4],[5],[6],[7] | 3,176.3 | ||||
Revenue | 439.6 | $ 405.7 | 857.8 | $ 787.2 | |||||
Selling and Administrative Expenses | 155.2 | 162.7 | 307.4 | 333.4 | |||||
Operating Income | 112.2 | 76.7 | 206.9 | 118 | |||||
Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates | 100.5 | 63.5 | 181.4 | 88.4 | |||||
Less: Provision for Income Taxes | 6.3 | 18.7 | 22.2 | 26.9 | |||||
Net Income (Loss) from Continuing Operations | 94.7 | 46.7 | 160.3 | 64.2 | |||||
Net Income (Loss) Attributable to Dun & Bradstreet | $ 93 | $ 45.1 | $ 156.9 | $ 60.6 | |||||
Basic Earnings (Loss) Per Share of Common Stock | $ 2.51 | $ 1.22 | $ 4.23 | $ 1.64 | |||||
Diluted Earnings (Loss) Per Share of Common Stock | $ 2.50 | $ 1.22 | $ 4.21 | $ 1.63 | |||||
Net Income from Continuing Operations | $ 94.7 | $ 46.7 | $ 160.3 | $ 63.4 | |||||
Changes in Deferred Income Taxes, Net | 30.9 | 2.3 | |||||||
Changes in Accrued Income Taxes, Net | (40.4) | (40.9) | |||||||
(Increase) Decrease in Accounts Receivable | [8] | 21.2 | 172.1 | ||||||
(Increase) Decrease in Other Current Assets | [8] | (9.1) | 3.4 | ||||||
Increase (Decrease) in Deferred Revenue | [8] | 37.2 | (10.2) | ||||||
Increase (Decrease) in Accounts Payable | [8] | (8.7) | (9.7) | ||||||
Increase (Decrease) in Accrued Liabilities | [8] | (65.9) | (61.4) | ||||||
(Increase) Decrease in Other Long-Term Assets | [8] | 1.9 | 13.6 | ||||||
Net Increase (Decrease) in Long-Term Liabilities | [8] | (29.9) | (35.7) | ||||||
Other Noncash Income (Expense) | [8] | 1.5 | (0.7) | ||||||
Net Cash Provided by Operating Activities | [8] | 173.3 | $ 176.5 | ||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Accounts Receivable | 419.8 | 419.8 | 596.8 | [1],[2] | |||||
Other Current Assets | 0.8 | 0.8 | 1.6 | [3] | |||||
Deferred Income Tax | 36 | 36 | 57.1 | [4] | |||||
Deferred Costs | 0 | 0 | 0 | [5] | |||||
Other Non-Current Assets | 61.1 | 61.1 | 60.8 | [3] | |||||
Accounts Payable | 34.7 | 34.7 | 37.4 | [1] | |||||
Accrued Income Tax | 15.4 | 15.4 | |||||||
Other Accrued and Current Liabilities | 104.7 | 104.7 | |||||||
Short-Term Deferred Revenue | 645.3 | 645.3 | 684.4 | [2],[6],[7] | |||||
Other Non-Current Liabilities | 91.5 | 91.5 | 100.7 | [2] | |||||
Retained Earnings | 3,221.6 | 3,221.6 | 3,176.3 | [4],[5],[6],[7] | |||||
Revenue | 394.4 | 779.1 | |||||||
Selling and Administrative Expenses | 161.2 | 322.6 | |||||||
Operating Income | 61 | 113 | |||||||
Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates | 49.3 | 87.5 | |||||||
Less: Provision for Income Taxes | (5.2) | 1 | |||||||
Net Income (Loss) from Continuing Operations | 55 | 87.6 | |||||||
Net Income (Loss) Attributable to Dun & Bradstreet | $ 53.3 | $ 84.2 | |||||||
Basic Earnings (Loss) Per Share of Common Stock | $ 1.44 | $ 2.27 | |||||||
Diluted Earnings (Loss) Per Share of Common Stock | $ 1.43 | $ 2.26 | |||||||
Net Income from Continuing Operations | $ 87.6 | ||||||||
Changes in Deferred Income Taxes, Net | 16.8 | ||||||||
Changes in Accrued Income Taxes, Net | (47.6) | ||||||||
(Increase) Decrease in Accounts Receivable | 177.4 | ||||||||
(Increase) Decrease in Other Current Assets | (5) | ||||||||
Increase (Decrease) in Deferred Revenue | (37.9) | ||||||||
Increase (Decrease) in Accounts Payable | (2.6) | ||||||||
Increase (Decrease) in Accrued Liabilities | (66) | ||||||||
(Increase) Decrease in Other Long-Term Assets | 3.2 | ||||||||
Net Increase (Decrease) in Long-Term Liabilities | (28.6) | ||||||||
Other Noncash Income (Expense) | 1.7 | ||||||||
Net Cash Provided by Operating Activities | 173.3 | ||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Accounts Receivable | $ (162.4) | (162.4) | (318.9) | [1],[2] | |||||
Other Current Assets | 5.3 | 5.3 | 3.3 | [3] | |||||
Deferred Income Tax | 5.3 | 5.3 | 25.8 | [4] | |||||
Deferred Costs | 88.9 | 88.9 | 74.4 | [5] | |||||
Other Non-Current Assets | 2 | 2 | 2.2 | [3] | |||||
Accounts Payable | 6.1 | 6.1 | 12.1 | [1] | |||||
Accrued Income Tax | 0.8 | 0.8 | |||||||
Other Accrued and Current Liabilities | (0.1) | (0.1) | |||||||
Short-Term Deferred Revenue | (63.3) | (63.3) | (145.2) | [2],[6],[7] | |||||
Other Non-Current Liabilities | 3.9 | 3.9 | 1.3 | [2] | |||||
Retained Earnings | (8.7) | (8.7) | $ (81.4) | [4],[5],[6],[7] | $ (81.4) | ||||
Revenue | 45.2 | 78.7 | |||||||
Selling and Administrative Expenses | (6) | (15.2) | |||||||
Operating Income | 51.2 | 93.9 | |||||||
Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates | 51.2 | 93.9 | |||||||
Less: Provision for Income Taxes | 11.5 | 21.2 | |||||||
Net Income (Loss) from Continuing Operations | 39.7 | 72.7 | |||||||
Net Income (Loss) Attributable to Dun & Bradstreet | $ 39.7 | $ 72.7 | |||||||
Basic Earnings (Loss) Per Share of Common Stock | $ 1.07 | $ 1.96 | |||||||
Diluted Earnings (Loss) Per Share of Common Stock | $ 1.07 | $ 1.95 | |||||||
Net Income from Continuing Operations | $ 72.7 | ||||||||
Changes in Deferred Income Taxes, Net | 14.1 | ||||||||
Changes in Accrued Income Taxes, Net | 7.2 | ||||||||
(Increase) Decrease in Accounts Receivable | (156.2) | ||||||||
(Increase) Decrease in Other Current Assets | (4.1) | ||||||||
Increase (Decrease) in Deferred Revenue | 75.1 | ||||||||
Increase (Decrease) in Accounts Payable | (6.1) | ||||||||
Increase (Decrease) in Accrued Liabilities | 0.1 | ||||||||
(Increase) Decrease in Other Long-Term Assets | (1.3) | ||||||||
Net Increase (Decrease) in Long-Term Liabilities | (1.3) | ||||||||
Other Noncash Income (Expense) | (0.2) | ||||||||
Net Cash Provided by Operating Activities | $ 0 | ||||||||
[1] | Under the new standard, price concessions, refunds or credits are variable consideration representing an estimated reduction in the consideration we expect to receive from contracts with customers. This estimate is included in accounts payable because it does not relate to future performance. Under Topic 605 this amount was recognized as an allowance for sales cancellations as a reduction of receivables | ||||||||
[2] | Under the new standard, we recognize a receivable when the right to consideration is unconditional and due, which is generally when we invoice. The adjustment to receivables reverses amounts where the right to the consideration was not unconditional and revenue was not recognized. Unconditional amounts received or due in advance of performance are presented as receivables and deferred revenue (contract liability). Deferred revenue represents our obligation to transfer products to a customer for which we have received consideration, or an amount is due. | ||||||||
[3] | We recognize a contract asset when our right to consideration for products transferred to the customer is conditional on something other than the passage of time. We have non-cancelable multi-year contracts in which the consideration increases each contract year. This can result in a contract asset representing revenue we recognized before consideration is due and unconditional. | ||||||||
[4] | The adjustment to retained earnings is net of income tax effects. | ||||||||
[5] | Under the new standard, we deferred incremental sales commissions to obtain new contracts which are amortized over the estimated period of benefit. | ||||||||
[6] | Contracts with customers are modified frequently as they purchase additional products or change products. We elected to use a transition practical expedient and aggregated the effect of all contract modifications that occurred prior to January 1, 2018 instead of accounting for each contract modification separately. | ||||||||
[7] | In contracts where we promise to provide the customer the latest set of data at scheduled intervals, we identified each data set as a distinct and separate performance obligation. Each performance obligation is satisfied at a point in time, on delivery of the data. Under Topic 605, we recognized the majority of revenue on delivering the initial data set and deferred an amount based on estimated changes to the data over the contract term. | ||||||||
[8] | Net of the effect of acquisitions and cumulative adjustments to the consolidated balance sheet as of January 1, 2018 due to the adoption of Topic 606. See Note 2 and Note 3 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. |
Revenue Disaggregation of Reven
Revenue Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 439.6 | $ 405.7 | $ 857.8 | $ 787.2 |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 367.9 | 333.6 | 713.6 | 648.1 |
Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 71.7 | 72.1 | 144.2 | 139.1 |
Risk Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 260.3 | 240.6 | 504.5 | 477 |
Risk Management [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 204.8 | 183.3 | 392 | 365.3 |
Risk Management [Member] | Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 55.5 | 57.3 | 112.5 | 111.7 |
Sales And Marketing Solutions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 179.3 | 165.1 | 353.3 | 310.2 |
Sales And Marketing Solutions [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 163.1 | 150.3 | 321.6 | 282.8 |
Sales And Marketing Solutions [Member] | Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16.2 | 14.8 | 31.7 | 27.4 |
Trade Credit [Member] | Risk Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 178.1 | 163.5 | 348.4 | 328.6 |
Trade Credit [Member] | Risk Management [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 137.9 | 122 | 265.8 | 246.2 |
Trade Credit [Member] | Risk Management [Member] | Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40.2 | 41.5 | 82.6 | 82.4 |
Other Enterprise Risk Management [Member] | Risk Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 82.2 | 77.1 | 156.1 | 148.4 |
Other Enterprise Risk Management [Member] | Risk Management [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 66.9 | 61.3 | 126.2 | 119.1 |
Other Enterprise Risk Management [Member] | Risk Management [Member] | Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15.3 | 15.8 | 29.9 | 29.3 |
Sales Acceleration [Member] | Sales And Marketing Solutions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 82.9 | 74.6 | 162.3 | 148.7 |
Sales Acceleration [Member] | Sales And Marketing Solutions [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 76.1 | 66.1 | 149.2 | 135.4 |
Sales Acceleration [Member] | Sales And Marketing Solutions [Member] | Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6.8 | 8.5 | 13.1 | 13.3 |
Advanced Marketing Solutions [Member] | Sales And Marketing Solutions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 96.4 | 90.5 | 191 | 161.5 |
Advanced Marketing Solutions [Member] | Sales And Marketing Solutions [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 87 | 84.2 | 172.4 | 147.4 |
Advanced Marketing Solutions [Member] | Sales And Marketing Solutions [Member] | Non-Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 9.4 | $ 6.3 | $ 18.6 | $ 14.1 |
Revenue Revenue, Remaining Perf
Revenue Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Details) $ in Millions | Jun. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Revenue | $ 716.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Revenue | $ 688 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Revenue | $ 282.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Revenue | $ 110.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Revenue | $ 2,169.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 6 years 6 months |
Revenue Contract with Customer,
Revenue Contract with Customer, Asset and Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | ||
Capitalized Contract Cost [Line Items] | |||||
Accounts Receivable | $ 257.4 | $ 257.4 | $ 277.9 | [1],[2] | $ 596.8 |
Short-Term Contract Assets | 5.2 | 5.2 | 3.3 | ||
Long-Term Contract Assets | 2 | 2 | 2.2 | ||
Short-Term Deferred Revenue | 582 | 582 | 539.2 | [2],[3],[4] | 684.4 |
Long-Term Deferred Revenue | 10.1 | 10.1 | 6.2 | 0 | |
Deferred Revenue, Period Increase (Decrease) | 46.7 | ||||
Increase (Decrease) in Contract Receivables, Net | 1.7 | ||||
Contract with Customer, Liability, Revenue Recognized | 384.4 | ||||
Contract with Customer, Asset, Reclassified to Receivable | 5.5 | ||||
Amortization of Deferred Sales Commissions | 7.2 | 13.9 | |||
Deferred Costs | 88.9 | 88.9 | $ 74.4 | [5] | $ 0 |
Sales Commissions [Member] | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred Costs | $ 88.9 | $ 88.9 | |||
Minimum [Member] | |||||
Capitalized Contract Cost [Line Items] | |||||
Commission Assets, Useful Life | 2 years | ||||
Maximum [Member] | |||||
Capitalized Contract Cost [Line Items] | |||||
Commission Assets, Useful Life | 7 years | ||||
Commission Expense, Expected period of Benefit | 12 months | ||||
[1] | Under the new standard, price concessions, refunds or credits are variable consideration representing an estimated reduction in the consideration we expect to receive from contracts with customers. This estimate is included in accounts payable because it does not relate to future performance. Under Topic 605 this amount was recognized as an allowance for sales cancellations as a reduction of receivables | ||||
[2] | Under the new standard, we recognize a receivable when the right to consideration is unconditional and due, which is generally when we invoice. The adjustment to receivables reverses amounts where the right to the consideration was not unconditional and revenue was not recognized. Unconditional amounts received or due in advance of performance are presented as receivables and deferred revenue (contract liability). Deferred revenue represents our obligation to transfer products to a customer for which we have received consideration, or an amount is due. | ||||
[3] | Contracts with customers are modified frequently as they purchase additional products or change products. We elected to use a transition practical expedient and aggregated the effect of all contract modifications that occurred prior to January 1, 2018 instead of accounting for each contract modification separately. | ||||
[4] | In contracts where we promise to provide the customer the latest set of data at scheduled intervals, we identified each data set as a distinct and separate performance obligation. Each performance obligation is satisfied at a point in time, on delivery of the data. Under Topic 605, we recognized the majority of revenue on delivering the initial data set and deferred an amount based on estimated changes to the data over the contract term. | ||||
[5] | Under the new standard, we deferred incremental sales commissions to obtain new contracts which are amortized over the estimated period of benefit. |
Revenue Revenue - Additional In
Revenue Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Minimum [Member] | |
Revenue Recognition [Line Items] | |
License Term | 12 months |
Worldwide Network Partnership Agreements [Member] | Maximum [Member] | |
Revenue Recognition [Line Items] | |
Contract Term | 10 years |
Restructuring Charge - Addition
Restructuring Charge - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018USD ($)person | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($)person | Mar. 31, 2017USD ($) | Jun. 30, 2018USD ($)person | Jun. 30, 2017USD ($)person | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charge | $ 10.5 | $ 11 | $ 7.5 | $ 9 | $ 21.5 | $ 16.5 |
Number of employees exited | person | 185 | |||||
Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charge | $ 10.2 | $ 5.9 | $ 20.6 | $ 12 | ||
Number of employees impacted | person | 165 | 80 | 305 | 270 | ||
One-time Termination Benefits [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charge | $ 1.6 | |||||
Lease Termination Obligations and Other Exit Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charge | $ 0.3 | $ 0.6 | $ 1.6 | $ 1.3 | $ 0.9 | $ 2.9 |
Restructuring Reserves and Util
Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Reserve [Rollforward] | ||||||
Beginning Balance | $ 16.8 | $ 16.2 | $ 14.5 | $ 10 | $ 16.2 | $ 10 |
Charge Taken during the period | 10.5 | 11 | 7.5 | 9 | 21.5 | 16.5 |
Payments for Restructuring | (9) | (10.4) | (8) | (4.5) | (19.3) | (12.4) |
Ending Balance | 18.3 | 16.8 | 14 | 14.5 | 18.3 | 14 |
Severance and Termination | ||||||
Restructuring Reserve [Rollforward] | ||||||
Beginning Balance | 14 | 12.7 | 11.9 | 8.3 | 12.7 | 8.3 |
Charge Taken during the period | 10.2 | 10.4 | 5.9 | 7.7 | ||
Payments for Restructuring | (8.4) | (9.1) | (6.2) | (4.1) | ||
Ending Balance | 15.8 | 14 | 11.6 | 11.9 | 15.8 | 11.6 |
Lease Termination Obligations and Other Exit Costs | ||||||
Restructuring Reserve [Rollforward] | ||||||
Beginning Balance | 2.8 | 3.5 | 2.6 | 1.7 | 3.5 | 1.7 |
Charge Taken during the period | 0.3 | 0.6 | 1.6 | 1.3 | 0.9 | 2.9 |
Payments for Restructuring | (0.6) | (1.3) | (1.8) | (0.4) | ||
Ending Balance | $ 2.5 | $ 2.8 | $ 2.4 | $ 2.6 | $ 2.5 | $ 2.4 |
Notes Payable and Indebtednes47
Notes Payable and Indebtedness - Additional Information (Detail) $ in Millions | Jun. 19, 2018USD ($) | Jun. 30, 2018USD ($)debt_rating_level | Jun. 30, 2017USD ($) | Apr. 20, 2021 | Apr. 20, 2020USD ($) | Apr. 20, 2019USD ($) | Apr. 20, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 27, 2017 | Jul. 23, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||||||
The period in which a financing agreement must extend beyond, for a short term obligation to be classified as non-current | 1 year | ||||||||||
Contingent liability under open standby letters of credit in favor of third parties | $ 2.7 | $ 2.9 | |||||||||
Interest paid for all outstanding debt | (26.7) | $ (28.5) | |||||||||
Senior Notes Due 2022 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | [1],[2] | $ 300 | 300 | ||||||||
Long-Term Fixed-Rate Notes, annual interest rate | 4.37% | ||||||||||
Debt Instrument, Debt Rating Decrease Threshold | debt_rating_level | 3 | ||||||||||
Long-Term Fixed-Rate Notes | [1],[2] | $ 297.6 | 297.4 | ||||||||
Maximum adjustments above initial interest rate | 2.00% | ||||||||||
Senior Notes Due June 2020 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | [2],[3] | $ 300 | 300 | ||||||||
Long-Term Fixed-Rate Notes, annual interest rate | 4.00% | ||||||||||
Debt Instrument, Debt Rating Decrease Threshold below the Standard & Poor's BBB- Credit rating | debt_rating_level | 1 | ||||||||||
Debt Instrument, Debt Rating Decrease Threshold | debt_rating_level | 2 | ||||||||||
Long-Term Fixed-Rate Notes | [2],[3] | $ 298.5 | $ 298 | ||||||||
Maximum adjustments above initial interest rate | 2.00% | ||||||||||
Senior Notes Due 2017, 2020, and 2022 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of basis points that interest rates on senior notes were adjusted above their initial stated coupons, as a result of a downgrade to the corporate credit rating | 25 | ||||||||||
2015 Term Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, Weighted Average Interest Rate | 2.91% | ||||||||||
Debt Issuance Costs, Net | $ 0.7 | ||||||||||
2018 Term Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of basis points of the spread | 150 | ||||||||||
Initial Draw Down under the Term Loan Facility | $ 300 | ||||||||||
Unsecured Term Loan Facility, the period within which repayments are expected to be made | 5 years | ||||||||||
Debt, Weighted Average Interest Rate | 3.63% | ||||||||||
Unsecured Term Loan Facility, Maximum Borrowing Capacity | $ 300 | ||||||||||
Debt Issuance Costs, Gross | $ 0.6 | ||||||||||
Unsecured Term Loan Facility, the period within which repayments are expected to be made which are classified as short term debt | 1 year | ||||||||||
2018 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility, maximum borrowing capacity | $ 1,000 | ||||||||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 2.8 | ||||||||||
Number of basis points of the spread | 120 | ||||||||||
Debt, Weighted Average Interest Rate | 3.37% | ||||||||||
Revolving Credit Facility October 2016 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility, maximum borrowing capacity | $ 1,000 | ||||||||||
2014 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility, maximum borrowing capacity | $ 1,000 | ||||||||||
Debt, Weighted Average Interest Rate | 2.80% | ||||||||||
Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, Notional Amount | $ 300 | ||||||||||
Year of Contract | 1 | ||||||||||
Scenario, Forecast [Member] | Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, Term of Contract | 3 years | ||||||||||
Derivative, Notional Amount | $ 129 | $ 214 | |||||||||
Year of Contract | 3 | 2 | |||||||||
[1] | The interest rates are subject to an upward adjustment if our debt ratings decline three levels below the Standard & Poor’s® and/or Fitch® BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rates and the rates cannot adjust below the initial interest rates (see further discussion below). | ||||||||||
[2] | The notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at June 30, 2018 and December 31, 2017. The notes do not contain any financial covenants | ||||||||||
[3] | The interest rate is subject to an upward adjustment if our debt ratings decline one level below the Standard & Poor’s BBB- credit rating and/or two levels below the Fitch BBB credit rating that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rate and the rate cannot adjust below the initial interest rate (see further discussion below). |
Borrowings (Detail)
Borrowings (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Maturing Within One Year: | |||
Total Debt Maturing Within One year | $ 26.3 | $ 32.5 | |
Short-Term Debt | 26.3 | 32.5 | |
Debt Maturing After One Year: | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 4.5 | 5.5 | |
Carrying Value of the Term Loan Facility | 299.4 | 351.6 | |
Total Debt Maturing After One Year | 1,315 | 1,651.1 | |
Long-Term Debt | 1,310.5 | 1,645.6 | |
Senior Notes Due 2022 [Member] | |||
Debt Maturing After One Year: | |||
Debt Instrument, Face Amount | [1],[2] | 300 | 300 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [1],[2] | 2.4 | 2.6 |
Long-Term Fixed-Rate Notes | [1],[2] | 297.6 | 297.4 |
Senior Notes Due June 2020 [Member] | |||
Debt Maturing After One Year: | |||
Debt Instrument, Face Amount | [2],[3] | 300 | 300 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [2],[3] | 1.5 | 2 |
Long-Term Fixed-Rate Notes | [2],[3] | 298.5 | 298 |
2018 Term Loan Facility [Member] | |||
Debt Maturing After One Year: | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 0.6 | ||
Term Loan [Member] | |||
Debt Maturing After One Year: | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 0.9 | ||
Short-term Debt [Member] | 2018 Term Loan Facility [Member] | |||
Debt Maturing After One Year: | |||
Carrying Value of the Term Loan Facility | 15 | ||
Borrowings outstanding under the Term Loan Facility | 15 | ||
Short-term Debt [Member] | Term Loan [Member] | |||
Debt Maturing After One Year: | |||
Carrying Value of the Term Loan Facility | 32.5 | ||
Borrowings outstanding under the Term Loan Facility | 32.5 | ||
Long-term Debt [Member] | 2018 Term Loan Facility [Member] | |||
Debt Maturing After One Year: | |||
Carrying Value of the Term Loan Facility | 284.4 | ||
Borrowings outstanding under the Term Loan Facility | 285 | ||
Long-term Debt [Member] | Term Loan [Member] | |||
Debt Maturing After One Year: | |||
Carrying Value of the Term Loan Facility | 319.1 | ||
Borrowings outstanding under the Term Loan Facility | 320 | ||
2014 Revolving Credit Facility [Member] | |||
Debt Maturing After One Year: | |||
Credit Facility | $ 731.1 | ||
2018 Revolving Credit Facility [Member] | |||
Debt Maturing Within One Year: | |||
Line of Credit, Current | 11.3 | ||
Debt Maturing After One Year: | |||
Credit Facility | $ 430 | ||
[1] | The interest rates are subject to an upward adjustment if our debt ratings decline three levels below the Standard & Poor’s® and/or Fitch® BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rates and the rates cannot adjust below the initial interest rates (see further discussion below). | ||
[2] | The notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at June 30, 2018 and December 31, 2017. The notes do not contain any financial covenants | ||
[3] | The interest rate is subject to an upward adjustment if our debt ratings decline one level below the Standard & Poor’s BBB- credit rating and/or two levels below the Fitch BBB credit rating that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rate and the rate cannot adjust below the initial interest rate (see further discussion below). |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 31, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Stock-based awards to acquire shares of common stock outstanding but not included in computation of diluted earnings per share (in shares) | 51,009 | 52,659 | 36,730 | 34,559 | |
Repurchase Program To Mitigate Dilutive Effect [Member] | Share Repurchase Program Twenty Fourteen [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 100 |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share Disclosure [Line Items] | ||||
Income from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders- Basic and Diluted | $ 93 | $ 45.1 | $ 156.9 | $ 61.4 |
Loss from Discontinued Operations – Net of Income Taxes | 0 | 0 | 0 | (0.8) |
Net Income Attributable to Dun & Bradstreet Common Shareholders - Basic and Diluted | $ 93 | $ 45.1 | $ 156.9 | $ 60.6 |
Weighted Average Number of Shares Outstanding – Basic | 37.1 | 36.9 | 37.1 | 36.9 |
Dilutive Effect of Our Stock Incentive Plans | 0.1 | 0.2 | 0.2 | 0.2 |
Weighted Average Number of Shares Outstanding – Diluted | 37.2 | 37.1 | 37.3 | 37.1 |
Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders | $ 2.51 | $ 1.22 | $ 4.23 | $ 1.66 |
Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders | 0 | 0 | 0 | (0.02) |
Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders | 2.51 | 1.22 | 4.23 | 1.64 |
Income (Loss) from Continuing Operations Attributable to Dun & Bradstreet Common Shareholders | 2.50 | 1.22 | 4.21 | 1.65 |
Loss from Discontinued Operations Attributable to Dun & Bradstreet Common Shareholders | 0 | 0 | 0 | (0.02) |
Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders | $ 2.50 | $ 1.22 | $ 4.21 | $ 1.63 |
Other Accrued and Current Liabi
Other Accrued and Current Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Schedule of Accrued Liabilities [Line Items] | |||||||
Restructuring Accruals | $ 18.3 | $ 16.8 | $ 16.2 | $ 14 | $ 14.5 | $ 10 | |
Professional Fees | 34.2 | 30.8 | |||||
Operating Expenses | 31.6 | 38.3 | |||||
Other Accrued Liabilities (1) | [1] | 20.5 | 48.3 | ||||
Accounts Payable and Other Accrued Liabilities | $ 104.6 | $ 133.6 | |||||
[1] | The decrease in other accrued liabilities from December 31, 2017 to June 30, 2018 was primarily due to a payment in the first quarter of 2018 for a service-based award related to the acquisition of Dun and Bradstreet Credibility Corp (“DBCC”) and a payment for settlement of China legal matters. |
Other Liabilities Other Noncurr
Other Liabilities Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Other Noncurrent Liabilities [Line Items] | ||||
Deferred Compensation | $ 7.9 | $ 10.4 | ||
Deferred Rent Incentive | 19.8 | 22 | ||
Long-Term Deferred Revenue | 10.1 | $ 6.2 | 0 | |
Other Non-Current Liabilities | 95.4 | $ 102 | [1] | 100.7 |
UNITED STATES | the Tax Cuts and Jobs Act (2017 Act) [Member] | ||||
Other Noncurrent Liabilities [Line Items] | ||||
US Tax Liability Associated with the 2017 Act | 44.7 | 50.4 | ||
Other Noncurrent Liabilities [Member] | ||||
Other Noncurrent Liabilities [Line Items] | ||||
Other Non-Current Liabilities | $ 12.9 | $ 17.9 | ||
[1] | Under the new standard, we recognize a receivable when the right to consideration is unconditional and due, which is generally when we invoice. The adjustment to receivables reverses amounts where the right to the consideration was not unconditional and revenue was not recognized. Unconditional amounts received or due in advance of performance are presented as receivables and deferred revenue (contract liability). Deferred revenue represents our obligation to transfer products to a customer for which we have received consideration, or an amount is due. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Dec. 22, 2017 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Income Taxes [Line Items] | ||||||
Effective tax rate | 6.40% | 29.40% | 12.30% | 30.40% | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | $ 100.5 | $ 63.5 | $ 181.4 | $ 88.4 | ||
Gross unrecognized tax benefits | 5.9 | 5.9 | ||||
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 5.7 | 5.7 | ||||
Interest expense related to unrecognized tax benefits | 0.1 | 0.1 | 0.2 | 0.1 | ||
Accrued interest expense related to unrecognized tax benefits | 0.4 | $ 0.4 | 0.4 | $ 0.4 | ||
the Tax Cuts and Jobs Act (2017 Act) [Member] | ||||||
Income Taxes [Line Items] | ||||||
Foreign Earnings Repatriated | $ 295 | |||||
Taxes Payable, Current | $ 1.7 | |||||
Increase (Decrease) in Deferred Tax Asset | 1.6 | 0.6 | ||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 51.2 | $ 93.9 | ||||
Measurement Period | 1 year | |||||
Increase (Decrease) in Accrued Taxes Payable | $ 2.3 |
Components of Net Periodic (Inc
Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 1 | $ 0.7 | $ 2 | $ 1.4 |
Interest cost | 14.3 | 14.3 | 28.6 | 28.5 |
Expected return on plan assets | (24.3) | (23.5) | (48.6) | (46.9) |
Amortization of prior service cost (credit) | 0 | 0 | 0.1 | 0.1 |
Recognized actuarial loss (gain) | 10.7 | 10 | 21.2 | 20 |
Net Periodic Cost (Income) | 1.7 | 1.5 | 3.3 | 3.1 |
Postretirement Benefit Obligations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.1 | 0.2 | 0.3 | 0.4 |
Interest cost | 0.1 | 0.1 | 0.2 | 0.2 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost (credit) | 0 | (0.2) | 0 | (0.6) |
Recognized actuarial loss (gain) | (0.3) | (0.4) | (0.7) | (0.6) |
Net Periodic Cost (Income) | (0.1) | (0.3) | (0.2) | (0.6) |
Accounting Standards Update 2017-07 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Components of net pension and postretirement benefit cost, excluding service cost, reclassified from compensation cost to non-operating income (expense)-net | $ 0.5 | $ 0.3 | $ 0.8 | $ 0.7 |
Pension and Postretirement Be55
Pension and Postretirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
US Non-Qualified and Non-US Pension Plans [Member] | |||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 19 | ||||
Employer contribution to employee benefit plans | $ 10.1 | ||||
Postretirement Benefit Plans | |||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 2 | ||||
Employer contribution to employee benefit plans | 1.2 | ||||
Accounting Standards Update 2017-07 [Member] | |||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||
Components of net pension and postretirement benefit cost, excluding service cost, reclassified from compensation cost to non-operating income (expense)-net | $ 0.5 | $ 0.3 | $ 0.8 | $ 0.7 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | ||||
Segment Reporting Disclosure [Line Items] | ||||||
Assets | $ 1,961.9 | $ 2,480.9 | ||||
Goodwill | $ 778.1 | [1] | $ 782.5 | 779.6 | [1] | |
Maximum | ||||||
Segment Reporting Disclosure [Line Items] | ||||||
Percentage of total revenue from single customer | 10.00% | |||||
Americas [Member] | ||||||
Segment Reporting Disclosure [Line Items] | ||||||
Assets | [2] | $ 1,372.6 | 1,585.7 | |||
Goodwill | 634.7 | 635.7 | ||||
Non-Americas [Member] | ||||||
Segment Reporting Disclosure [Line Items] | ||||||
Assets | [3] | 453 | 735 | |||
Goodwill | $ 143.4 | $ 143.9 | ||||
[1] | Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. | |||||
[2] | Total assets in the Americas segment at June 30, 2018 decreased by $213.1 million compared to December 31, 2017, primarily driven by the impact of the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), a decrease in accounts receivable due to the cyclical sales pattern of our Americas business, and a decrease in other intangible assets due to normal amortization partially offset by a net increase in operating cash. | |||||
[3] | Total assets in the Non-Americas segment at June 30, 2018 decreased by $282.0 million compared to December 31, 2017, primarily driven by a net decrease in cash due to repatriations of overseas cash back to the U.S. in the first quarter of 2018, the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), and the negative impact of foreign currency translation. |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Segment Reporting Disclosure [Line Items] | |||||||
Revenue | $ 439.6 | $ 405.7 | $ 857.8 | $ 787.2 | |||
Operating Income | 112.2 | 76.7 | 206.9 | 118 | |||
Non-Operating Income (Expense) - Net (2) | [1] | (11.7) | (13.2) | (25.5) | (29.6) | ||
Income (Loss) Before Provision for Income Taxes and Equity in Net Income of Affiliates | 100.5 | 63.5 | 181.4 | 88.4 | |||
Corporate Costs | 139 | 139.4 | 278.2 | 281 | |||
Restructuring Charge | 10.5 | $ 11 | 7.5 | $ 9 | 21.5 | 16.5 | |
Interest Income | 0.3 | 0.4 | 1.1 | 0.8 | |||
Interest Expense | (13.2) | (15.1) | (27.3) | (29.7) | |||
Other Income (Expense) - Net (a) | [2] | 1.2 | 1.5 | 0.7 | (0.7) | ||
Corporate, Non-Segment [Member] | |||||||
Segment Reporting Disclosure [Line Items] | |||||||
Operating Income | [3] | (32.5) | (21.3) | (64.6) | (55.8) | ||
Corporate Costs | 21 | 21.2 | 41.9 | 42.6 | |||
Restructuring Charge | 10.5 | 7.5 | 21.5 | 16.5 | |||
Acquisition-Related Costs (a) | [4] | 0.4 | 0.8 | 0.5 | 4.6 | ||
Accrual Legal Matters (b) | [5] | 0 | 8 | 0 | 8 | ||
Legal and Other Professional Fees and Shut-Down (Costs) Recoveries Related to Matters in China | 0.6 | (0.2) | 0.7 | 0.1 | |||
Total Segments | |||||||
Segment Reporting Disclosure [Line Items] | |||||||
Operating Income | 144.7 | 98 | 271.5 | 173.8 | |||
Americas [Member] | |||||||
Segment Reporting Disclosure [Line Items] | |||||||
Revenue | 367.9 | 333.6 | 713.6 | 648.1 | |||
Operating Income | 126.3 | 77.8 | 232.7 | 135.4 | |||
Non-Americas [Member] | |||||||
Segment Reporting Disclosure [Line Items] | |||||||
Revenue | 71.7 | 72.1 | 144.2 | 139.1 | |||
Operating Income | 18.4 | 20.2 | 38.8 | 38.4 | |||
Accounting Standards Update 2017-07 [Member] | |||||||
Segment Reporting Disclosure [Line Items] | |||||||
Components of net pension and postretirement benefit cost, excluding service cost, reclassified from compensation cost to non-operating income (expense)-net | $ 0.5 | $ 0.3 | $ 0.8 | $ 0.7 | |||
[1] | The following table summarizes “Non-Operating Income (Expense) - Net:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017Interest Income$0.3 $0.4 $1.1 $0.8Interest Expense(13.2) (15.1) (27.3) (29.7)Other Income (Expense) - Net (a)1.2 1.5 0.7 (0.7)Non-Operating Income (Expense) - Net$(11.7) $(13.2) $(25.5) $(29.6) (a) The increase in Other Income - Net for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, was primarily due to an increase in dividend income from our minority-interest investments in 2018, and higher losses in the prior year period related to divested businesses and investment, partially offset by higher bank fees related to the new term loan and credit facilities in 2018.As a result of the adoption of ASU No. 2017-07, non-service cost components of the pension and postretirement cost (“non-service costs components”) are reported in Miscellaneous Other Income (Expense) - Net within Other Income (Expense) - Net. We have also reclassified all historical results accordingly. Total non-service cost components for our pension and postretirement plans was $0.5 million and $0.8 million for the three month and six month periods ended June 30, 2018, respectively, as compared to $0.3 million and $0.7 million for the three month and six month periods ended June 30, 2017, respectively. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail. | ||||||
[2] | The increase in Other Income - Net for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, was primarily due to an increase in dividend income from our minority-interest investments in 2018, and higher losses in the prior year period related to divested businesses and investment, partially offset by higher bank fees related to the new term loan and credit facilities in 2018.As a result of the adoption of ASU No. 2017-07, non-service cost components of the pension and postretirement cost (“non-service costs components”) are reported in Miscellaneous Other Income (Expense) - Net within Other Income (Expense) - Net. We have also reclassified all historical results accordingly. Total non-service cost components for our pension and postretirement plans was $0.5 million and $0.8 million for the three month and six month periods ended June 30, 2018, respectively, as compared to $0.3 million and $0.7 million for the three month and six month periods ended June 30, 2017, respectively. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail. | ||||||
[3] | The following table summarizes “Corporate and Other:” For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017Corporate Costs$(21.0) $(21.2) $(41.9) $(42.6)Restructuring Expense(10.5) (7.5) (21.5) (16.5)Acquisition-Related Costs (a)(0.4) (0.8) (0.5) (4.6)Accrual for Legal Matters (b)— 8.0 — 8.0Legal and Other Professional Fees and Shut-Down (Costs) Recoveries Related to Matters in China(0.6) 0.2 (0.7) (0.1)Total Corporate and Other$(32.5) $(21.3) $(64.6) $(55.8)(a) The acquisition-related costs (e.g., banker's fees) for the three month and six month periods ended June 30, 2018 and 2017 were primarily related to the acquisition of Avention. See Note 14 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.(b) The decrease in accrued expenses for legal matters for the three month and six month periods ended June 30, 2018 was related to the conclusion of the SEC and DOJ investigation of our China operations. | ||||||
[4] | The acquisition-related costs (e.g., banker's fees) for the three month and six month periods ended June 30, 2018 and 2017 were primarily related to the acquisition of Avention. See Note 14 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. | ||||||
[5] | The decrease in accrued expenses for legal matters for the three month and six month periods ended June 30, 2018 was related to the conclusion of the SEC and DOJ investigation of our China operations. |
Supplemental Geographic and Cus
Supplemental Geographic and Customer Solution Set Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Disclosure [Line Items] | ||||
Revenue | $ 439.6 | $ 405.7 | $ 857.8 | $ 787.2 |
Risk Management Solutions | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 260.3 | 240.6 | 504.5 | 477 |
Sales and Marketing Solutions | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 179.3 | 165.1 | 353.3 | 310.2 |
Americas [Member] | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 367.9 | 333.6 | 713.6 | 648.1 |
Americas [Member] | Risk Management Solutions | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 204.8 | 183.3 | 392 | 365.3 |
Americas [Member] | Sales and Marketing Solutions | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 163.1 | 150.3 | 321.6 | 282.8 |
Non-Americas [Member] | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 71.7 | 72.1 | 144.2 | 139.1 |
Non-Americas [Member] | Risk Management Solutions | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | 55.5 | 57.3 | 112.5 | 111.7 |
Non-Americas [Member] | Sales and Marketing Solutions | ||||
Segment Reporting Disclosure [Line Items] | ||||
Revenue | $ 16.2 | $ 14.8 | $ 31.7 | $ 27.4 |
Segment Information Segment Inf
Segment Information Segment Information, Assets and Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | ||||
Segment Reporting Information [Line Items] | ||||||
Assets | $ 1,961.9 | $ 2,480.9 | ||||
Goodwill | 778.1 | [1] | $ 782.5 | 779.6 | [1] | |
Goodwill, Period Increase (Decrease) | 1.5 | |||||
Americas [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | [2] | 1,372.6 | 1,585.7 | |||
Goodwill | 634.7 | 635.7 | ||||
Increase (Decrease) in Operating Assets | (213.1) | |||||
Non-Americas [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | [3] | 453 | 735 | |||
Goodwill | 143.4 | 143.9 | ||||
Increase (Decrease) in Operating Assets | (282) | |||||
Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | 1,825.6 | 2,320.7 | ||||
Corporate, Non-Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | [4] | 136.3 | $ 160.2 | |||
Increase (Decrease) in Operating Assets | $ (23.9) | |||||
[1] | Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. | |||||
[2] | Total assets in the Americas segment at June 30, 2018 decreased by $213.1 million compared to December 31, 2017, primarily driven by the impact of the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), a decrease in accounts receivable due to the cyclical sales pattern of our Americas business, and a decrease in other intangible assets due to normal amortization partially offset by a net increase in operating cash. | |||||
[3] | Total assets in the Non-Americas segment at June 30, 2018 decreased by $282.0 million compared to December 31, 2017, primarily driven by a net decrease in cash due to repatriations of overseas cash back to the U.S. in the first quarter of 2018, the adoption of Topic 606 (See Note 2 and Note 3 to the unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details), and the negative impact of foreign currency translation. | |||||
[4] | Total assets in Corporate and Other at June 30, 2018 decreased by $23.9 million compared to December 31, 2017, primarily due to a net decrease in deferred tax assets resulting from both the impact of the adoption of Topic 606 and a U.S. tax accounting method change approved by the IRS in April 2018 and a net decrease in cash driven by net payments of borrowing on our credit facility and term loan facility, partially offset by cash remitted from our foreign operations during the first quarter of 2018. |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) $ in Millions | 6 Months Ended | 36 Months Ended | ||||
Jun. 30, 2018USD ($) | Apr. 20, 2021 | Apr. 20, 2020USD ($) | Apr. 20, 2019USD ($) | Apr. 20, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Maximum Remaining Maturity of Foreign Currency Derivatives | 12 months | |||||
Interest Rate Swap [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, Notional Amount | $ 300 | |||||
Year of Contract | 1 | |||||
Foreign Exchange Contract [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, Notional Amount | $ 183.2 | $ 239.2 | ||||
Scenario, Forecast [Member] | Interest Rate Swap [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, Term of Contract | 3 years | |||||
Derivative, Notional Amount | $ 129 | $ 214 | ||||
Year of Contract | 3 | 2 |
Fair Values of Derivative Instr
Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Assets Derivatives | $ 0.9 | $ 1.5 |
Liabilities Derivative | 1.1 | 2.1 |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Assets Derivatives | 0.2 | 0 |
Liabilities Derivative | 0 | 0 |
Designated as Hedging Instrument [Member] | Other Accrued and Current Liabilities | Interest Rate Contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities Derivative | 0 | 0 |
Designated as Hedging Instrument [Member] | Other Current Assets | Interest Rate Contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Assets Derivatives | 0.2 | 0 |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Assets Derivatives | 0.7 | 1.5 |
Liabilities Derivative | 1.1 | 2.1 |
Derivatives not designated as hedging instruments | Other Accrued and Current Liabilities | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities Derivative | 1.1 | 2.1 |
Derivatives not designated as hedging instruments | Other Current Assets | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets Derivatives | $ 0.7 | $ 1.5 |
Effect of Derivative Instrument
Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | $ 0.2 | $ 0 | $ 0.2 | $ 0 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 7.9 | 6.1 | 15.9 | 12.3 |
Designated as Hedging Instrument [Member] | Interest Contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0.2 | 0 | 0.2 | 0 |
Designated as Hedging Instrument [Member] | Interest Contracts | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 0 | 0 | 0 |
Gain (Loss) on Derivative Instruments, Net, Pretax | (0.3) | 0 | (0.3) | 0 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Nonoperating Income (Expense) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in income on derivatives | $ (4.5) | $ 3.2 | $ (2.3) | $ 4.8 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 | |
Liabilities: | |||
Foreign Exchange Forwards (2) | $ 593.8 | $ 606.4 | |
Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Cash Equivalents (1) | [1] | 20 | 216.9 |
Fair Value, Measurements, Recurring [Member] | Other Current Assets | Foreign exchange forward contracts | |||
Assets: | |||
Assets, Fair Value Disclosure | [2] | 0.7 | 1.5 |
Fair Value, Measurements, Recurring [Member] | Other Current Assets | Interest Rate Swap [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | [3] | 0.2 | |
Fair Value, Measurements, Recurring [Member] | Other Accrued And Current Liabilities [Member] | Foreign exchange forward contracts | |||
Liabilities: | |||
Foreign Exchange Forwards (2) | [2] | 1.1 | 2.1 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level I) | |||
Assets: | |||
Cash Equivalents (1) | [1] | 20 | 216.9 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level I) | Other Current Assets | Foreign exchange forward contracts | |||
Assets: | |||
Assets, Fair Value Disclosure | [2] | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level I) | Other Current Assets | Interest Rate Swap [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | [3] | 0 | |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level I) | Other Accrued And Current Liabilities [Member] | Foreign exchange forward contracts | |||
Liabilities: | |||
Foreign Exchange Forwards (2) | [2] | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level II) | |||
Assets: | |||
Cash Equivalents (1) | [1] | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level II) | Other Current Assets | Foreign exchange forward contracts | |||
Assets: | |||
Assets, Fair Value Disclosure | [2] | 0.7 | 1.5 |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level II) | Other Current Assets | Interest Rate Swap [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | [3] | 0.2 | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level II) | Other Accrued And Current Liabilities [Member] | Foreign exchange forward contracts | |||
Liabilities: | |||
Foreign Exchange Forwards (2) | [2] | 1.1 | 2.1 |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level III) | |||
Assets: | |||
Cash Equivalents (1) | [1] | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level III) | Other Current Assets | Foreign exchange forward contracts | |||
Assets: | |||
Assets, Fair Value Disclosure | [2] | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level III) | Other Current Assets | Interest Rate Swap [Member] | |||
Assets: | |||
Assets, Fair Value Disclosure | [3] | 0 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level III) | Other Accrued And Current Liabilities [Member] | Foreign exchange forward contracts | |||
Liabilities: | |||
Foreign Exchange Forwards (2) | [2] | $ 0 | $ 0 |
[1] | The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less | ||
[2] | Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. | ||
[3] | Represents interest rate swap agreements. Fair value is determined based on observable market data. |
Carrying Amount and Estimated F
Carrying Amount and Estimated Fair Value of Asset (Liability) (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term and Long-term Debt | $ 596.1 | $ 595.4 |
Obligations, Fair Value Disclosure | 593.8 | 606.4 |
Carrying Value of the Term Loan Facility | 299.4 | 351.6 |
Fair Value of Borrowings under the Term Loan Facility | 305.9 | 355.3 |
Revolving Credit Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Line of Credit | 441.3 | 731.1 |
Line of Credit Facility, Fair Value of Amount Outstanding | $ 443.9 | $ 729 |
Accumulated Other Comprehensi65
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning Balance | $ (1,016.9) | $ (949.6) | ||
Other Comprehensive Income before Reclassifications | 0.1 | 22.4 | ||
Amounts Reclassified from Accumulated Other Comprehensive Income, Net of Tax | $ 7.9 | $ 6.1 | 15.9 | 12.3 |
Ending Balance | (1,000.9) | (914.9) | (1,000.9) | (914.9) |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning Balance | (218.2) | (266.2) | ||
Other Comprehensive Income before Reclassifications | (0.1) | 22.4 | ||
Amounts Reclassified from Accumulated Other Comprehensive Income, Net of Tax | 0 | 0 | ||
Ending Balance | (218.3) | (243.8) | (218.3) | (243.8) |
Defined Benefit Pension Plans | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning Balance | (798.7) | (683.4) | ||
Other Comprehensive Income before Reclassifications | 0 | 0 | ||
Amounts Reclassified from Accumulated Other Comprehensive Income, Net of Tax | 7.9 | 6.1 | 15.9 | 12.3 |
Ending Balance | (782.8) | (671.1) | (782.8) | (671.1) |
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member] | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||
Beginning Balance | 0 | 0 | ||
Other Comprehensive Income before Reclassifications | 0.2 | 0 | ||
Amounts Reclassified from Accumulated Other Comprehensive Income, Net of Tax | 0 | 0 | ||
Ending Balance | $ 0.2 | $ 0 | $ 0.2 | $ 0 |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive Income (Loss) Reclassifications out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Reclassifications out of AOCI [Line Items] | ||||
Total Reclassifications for the Period, Net of Tax | $ 7.9 | $ 6.1 | $ 15.9 | $ 12.3 |
Cumulative Translation Adjustment | ||||
Reclassifications out of AOCI [Line Items] | ||||
Total Reclassifications for the Period, Net of Tax | 0 | 0 | ||
Amortization of Prior Service Costs | Selling and Administrative Expenses | ||||
Reclassifications out of AOCI [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income (Loss), before Tax | 0 | (0.1) | 0.1 | (0.3) |
Amortization of Prior Service Costs | Operating Expenses | ||||
Reclassifications out of AOCI [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income (Loss), before Tax | 0 | (0.1) | 0 | (0.2) |
Amortization of Actuarial Gain/Loss | Selling and Administrative Expenses | ||||
Reclassifications out of AOCI [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income (Loss), before Tax | 6.2 | 6.3 | 12.4 | 12.6 |
Amortization of Actuarial Gain/Loss | Operating Expenses | ||||
Reclassifications out of AOCI [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income (Loss), before Tax | 4.1 | 3.3 | 8.1 | 6.8 |
Defined Benefit Pension Plans | ||||
Reclassifications out of AOCI [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income (Loss), before Tax | 10.3 | 9.4 | 20.6 | 18.9 |
Tax (Expense) or Benefit | (2.4) | (3.3) | (4.7) | (6.6) |
Total Reclassifications for the Period, Net of Tax | $ 7.9 | $ 6.1 | $ 15.9 | $ 12.3 |
Acquisition Acquisition (Detail
Acquisition Acquisition (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Mar. 31, 2017 | Jan. 09, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | ||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Goodwill, Period Increase (Decrease) | $ 1.5 | |||||||||||||
Goodwill | $ 779.6 | [1] | $ 779.6 | [1] | 778.1 | [1] | $ 779.6 | [1] | $ 782.5 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | $ 150 | ||||||||||||
Avention [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||
The period of time from the acquisition date when the purchase accounting process is expected to be completed, at the latest | 1 year | |||||||||||||
Goodwill, Period Increase (Decrease) | 2.6 | $ 0.5 | $ 0.8 | |||||||||||
Business Acquisition, Transaction Costs | 4.1 | 4.1 | 4.1 | |||||||||||
Cash | 4.2 | $ 4.2 | 4.2 | 4.2 | ||||||||||
Accounts Receivables | 13.6 | 13.6 | 13.6 | 13.6 | ||||||||||
Other Current Assets | 2.3 | 2.3 | 2.3 | 2.3 | ||||||||||
Current Assets | 20.1 | 20.1 | 20.1 | 20.1 | ||||||||||
Goodwill | 116.7 | 112.8 | 116.7 | 116.7 | ||||||||||
Goodwill, Purchase Accounting Adjustments | 3.9 | |||||||||||||
Other | 5.3 | 5.3 | 5.3 | 5.3 | ||||||||||
Total Assets Acquired | 193.9 | 191 | 193.9 | 193.9 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 2.9 | |||||||||||||
Deferred Revenue | 22.3 | 23.3 | 22.3 | 22.3 | ||||||||||
Deferred Tax Liability | 11.6 | 7.7 | 11.6 | 11.6 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 2.9 | |||||||||||||
Other Liabilities | 5.8 | 5.8 | 5.8 | 5.8 | ||||||||||
Total Liabilities Assumed | 39.7 | 36.8 | 39.7 | 39.7 | ||||||||||
Total Purchase Price | 154.2 | 154.2 | ||||||||||||
Cash Assumed | (4.2) | (4.2) | ||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 150 | 150 | $ 150 | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 219 days | |||||||||||||
Avention [Member] | Customer Relationships [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Intangible Assets | 30.9 | 31.2 | 30.9 | 30.9 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | (0.3) | |||||||||||||
Avention [Member] | Technology-Based Intangible Assets [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Intangible Assets | 14.4 | 15.8 | 14.4 | 14.4 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | (1.4) | |||||||||||||
Finite-Lived Intangible Asset, Useful Life | 6 years | |||||||||||||
Avention [Member] | Order or Production Backlog [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Intangible Assets | 6.5 | $ 5.8 | 6.5 | 6.5 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 0.7 | |||||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||||||||||
Avention [Member] | Minimum [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||||||||||
Avention [Member] | Minimum [Member] | Customer Relationships [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||||||||
Avention [Member] | Maximum [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||||||||||||
Avention [Member] | Maximum [Member] | Customer Relationships [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||||||||||||
Deferred revenue fair value adjustment [Member] | Avention [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | (1) | |||||||||||||
Deferred Tax Liability [Member] | Avention [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 3.9 | |||||||||||||
Americas [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Goodwill | 635.7 | 635.7 | 634.7 | 635.7 | ||||||||||
Americas [Member] | Avention [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Goodwill | 83.9 | 83.9 | 83.9 | |||||||||||
Non-Americas [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Goodwill | 143.9 | 143.9 | $ 143.4 | 143.9 | ||||||||||
Non-Americas [Member] | Avention [Member] | ||||||||||||||
Purchase Price Allocation [Line Items] | ||||||||||||||
Goodwill | $ 32.8 | $ 32.8 | $ 32.8 | |||||||||||
[1] | Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. |
Goodwill and other Intangible68
Goodwill and other Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | ||||
Goodwill and Other Intangible Assets [Roll Forward] | ||||||
Computer Software, Beginning Balance | $ 136.5 | $ 132.1 | ||||
Computer Software, Additions at Cost (1) | [1] | 12.9 | 13.4 | |||
Computer Software, Amortization | (11.6) | (9.9) | ||||
Computer Software Other (2) | [2] | (2.4) | 0.9 | |||
Computer Software, Ending Balance | 135.4 | 136.5 | ||||
Goodwill, Beginning Balance | 782.5 | 779.6 | [3] | |||
Goodwill, Other (2) | [2] | (4.4) | 2.9 | |||
Goodwill, Ending Balance | 778.1 | [3] | 782.5 | |||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Beginning Balance | [4] | 309 | 316.9 | |||
Additions at Cost | 0.2 | 0 | ||||
Amortization of Intangible Assets | (8.3) | (8.1) | ||||
Other | (0.3) | 0.2 | ||||
Ending Balance | [4] | 300.6 | 309 | |||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 47.9 | 44.4 | $ 40.6 | |||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Beginning Balance | [4] | 88 | 91.6 | |||
Additions at Cost | 0 | 0 | ||||
Amortization of Intangible Assets | (3.8) | (3.7) | ||||
Other | (0.4) | 0.1 | ||||
Ending Balance | [4] | 83.8 | 88 | |||
Patents and Other Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 111.7 | 107.7 | $ 102.9 | |||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Beginning Balance | [4] | 62.6 | 66.9 | |||
Additions at Cost | 0.2 | 0 | ||||
Amortization of Intangible Assets | (4.5) | (4.4) | ||||
Other | 0.1 | 0.1 | ||||
Ending Balance | [4] | 58.4 | 62.6 | |||
Other Intangible Assets [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Beginning Balance | [4] | 158.4 | 158.4 | |||
Additions at Cost | 0 | 0 | ||||
Amortization of Intangible Assets | 0 | 0 | ||||
Other | 0 | 0 | ||||
Ending Balance | [4] | $ 158.4 | $ 158.4 | |||
[1] | Computer Software - Primarily related to software-related enhancements on products. | |||||
[2] | Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations. | |||||
[3] | Goodwill decreased by $1.5 million at June 30, 2018 compared to December 31, 2017, primarily due to the negative impact of foreign currency translation. | |||||
[4] | Customer Relationships - Net of accumulated amortization of $47.9 million, $44.4 million and $40.6 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Trademark and Other - Net of accumulated amortization of $111.7 million, $107.7 million and $102.9 million as of June 30, 2018, March 31, 2018 and December 31, 2017, respectively. |
Contractual Obligations Contr69
Contractual Obligations Contractual Obligations (Details) - Cognizant Technology Solutions [Member] - USD ($) $ in Millions | Jan. 01, 2018 | Jun. 01, 2015 |
Commercial Agreement Period | 3 years | 3 years |
Termination Notice Period | 6 months | |
Loss on Contract Termination | $ 4.5 | |
Purchase Obligation, 2018 | 24.3 | |
Purchase Obligation, 2019 | 28.4 | |
Purchase Obligation, 2020 | 19.3 | |
Purchase Obligations | $ 72 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Scenario, Forecast [Member] - USD ($) | 2 Months Ended | 4 Months Ended | |
Oct. 07, 2018 | Feb. 08, 2019 | Aug. 31, 2018 | |
Subsequent Event [Line Items] | |||
Dividend declared (in dollars per share) | $ 0.5225 | ||
Cash | $ 145 | ||
Termination fee if merger agreement is terminated prior to the 15th day after expiration of the Go-Shop period | $ 81,400,000 | ||
Termination fee related to merger agreement | $ 203,600,000 |