Cover Page
Cover Page - shares | 12 Months Ended | |
Dec. 31, 2020 | Feb. 19, 2021 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001799208 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-39361 | |
Entity Registrant Name | Dun & Bradstreet Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2008699 | |
Entity Address, Address Line One | 101 JFK Parkway | |
Entity Address, City or Town | Short Hills | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07078 | |
City Area Code | 973 | |
Local Phone Number | 921-5500 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | DNB | |
Security Exchange Name | NYSE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 429,439,194 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Feb. 07, 2019 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||||||
Revenue | $ 178.7 | $ 1,738.1 | $ 1,413.9 | $ 1,716.4 | |||
Operating expenses | 56.7 | 545.6 | 448.5 | 563.4 | |||
Selling and administrative expenses | 122.4 | 557.8 | 651.2 | 610 | |||
Depreciation and amortization | 11.1 | 536.9 | 482.4 | 88.7 | |||
Restructuring charges | 0.1 | 34.8 | 51.8 | 25.4 | |||
Operating costs | 190.3 | 1,675.1 | 1,633.9 | 1,287.5 | |||
Operating income (loss) | (11.6) | 63 | (220) | 428.9 | |||
Interest income | 0.3 | 0.8 | 2.4 | 1.9 | |||
Interest expense | (5.5) | (271.1) | (303.5) | (54.4) | |||
Other income (expense) - net | (86) | (12) | (154.8) | (3.3) | |||
Non-operating income (expense) - net | (91.2) | (282.3) | (455.9) | (55.8) | |||
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | (102.8) | (219.3) | (675.9) | 373.1 | |||
Less: provision (benefit) for income taxes | (27.5) | (110.5) | (118.2) | 81.6 | |||
Equity in net income of affiliates | 0.5 | 2.3 | 4.2 | 2.8 | |||
Net income (loss) | (74.8) | (106.5) | (553.5) | 294.3 | |||
Less: net (income) loss attributable to the non-controlling interest | (0.8) | (5) | (6.5) | (6.2) | |||
Less: Dividends allocated to preferred stockholders | 0 | (64.1) | (114) | 0 | |||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | $ (75.6) | $ (175.6) | $ (674) | $ 288.1 | |||
Basic earnings (loss) per share of common stock: | |||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | $ (2.04) | $ (0.48) | $ (2.14) | $ 7.76 | |||
Diluted earnings (loss) per share of common stock: | |||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | $ (2.04) | $ (0.48) | $ (2.14) | $ 7.72 | |||
Weighted average number of shares outstanding - basic (shares) | 37.2 | 367.1 | 314.5 | 37.1 | |||
Weighted average number of shares outstanding - diluted (shares) | 37.2 | 367.1 | 314.5 | 37.3 | |||
Other comprehensive income (loss), net of income taxes: | |||||||
Net income (loss) | $ (74.8) | $ (106.5) | $ (553.5) | $ 294.3 | |||
Foreign currency translation adjustments, net of tax | [2] | 5.9 | 26.4 | (9.9) | (18.2) | ||
Defined benefit pension plans: | |||||||
Prior service credit (cost), net of tax expense (benefit) | [3] | (0.1) | (0.8) | 2.2 | 4.5 | ||
Net actuarial gain (loss), net of tax expense (benefit) | [4] | 65.5 | (105.7) | (18) | (24.1) | ||
Derivative financial instrument, net of tax expense (benefit) | [5] | (0.1) | 0.7 | (1.1) | (0.3) | ||
Total other comprehensive income (loss), net of tax | 71.2 | (79.4) | (26.8) | (38.1) | |||
Comprehensive income (loss), net of tax | (3.6) | (185.9) | (580.3) | 256.2 | |||
Less: comprehensive (income) loss attributable to the non-controlling interest | (1) | (8.1) | (3.2) | (5.4) | |||
Comprehensive income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | $ (4.6) | $ (194) | $ (583.5) | $ 250.8 | |||
[1] | See Note 1 "Basis of Presentation" for further discussion. | ||||||
[2] | Tax Expense (Benefit) of $3.0 million, $(1.8) million, less than $0.1 million, and $(2.6) million for the Successor year ended December 31, 2020, for the Successor period from January 1 to December 31, 2019, for the Predecessor period from January 1 to February 7, 2019, and for Predecessor year ended December 31, 2018, respectively. | ||||||
[3] | Tax Expense (Benefit) of $(0.2) million, $0.9 million, and $1.2 million for the Successor year ended December 31, 2020, for the Successor period from January 1 to December 31, 2019, and for Predecessor year ended December 31, 2018, respectively. | ||||||
[4] | Tax Expense (Benefit) of $(34.6) million, $(6.1) million, $22.2 million, and $(6.7) million for the Successor year ended December 31, 2020, for the Successor period from January 1 to December 31, 2019, for the Predecessor period from January 1 to February 7, 2019, and for Predecessor year ended December 31, 2018, respectively. | ||||||
[5] | Tax Expense (Benefit) of $0.2 million, $(0.4) million, $(0.1) million, and $(0.1) million for the Successor year ended December 31, 2020, for the Successor period from January 1 to December 31, 2019, for the Predecessor period from January 1 to February 7, 2019, and for Predecessor year ended December 31, 2018, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Foreign currency translation adjustments, tax expense (benefit) | $ 3 | $ (2.6) |
Prior service credit (cost), tax benefit | (0.1) | 1.2 |
Net actuarial gain (loss), tax expense (benefit) | (34.6) | (15.7) |
Derivative financial instrument, tax expense (benefit) | 0.2 | (0.1) |
Dun & Bradstreet Corp | ||
Prior service credit (cost), tax benefit | $ (0.2) | |
Net actuarial gain (loss), tax expense (benefit) | $ (6.7) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 354.5 | $ 98.6 |
Accounts receivable, net of allowance of $11.0 at December 31, 2020 and $7.3 at December 31, 2019 (Note 17) | 313.7 | 269.3 |
Other receivables | 7.6 | 10 |
Prepaid taxes | 130.3 | 4 |
Other prepaids | 38.6 | 31.4 |
Other current assets (Note 13) | 29.3 | 4.6 |
Total current assets | 874 | 417.9 |
Non-Current Assets | ||
Property, plant and equipment, net of accumulated depreciation of $14.0 at December 31, 2020 and $7.5 at December 31, 2019 (Note 17) | 26.4 | 29.4 |
Computer software, net of accumulated amortization of $126.0 at December 31, 2020 and $52.9 at December 31, 2019 (Note 17) | 432.7 | 379.8 |
Goodwill (Note 17 and 18) | 2,856.2 | 2,840.1 |
Deferred income tax (Note 9) | 14 | 12.6 |
Other intangibles (Note 17 and 18) | 4,812 | 5,251.4 |
Deferred costs (Note 4) | 83.6 | 47 |
Other non-current assets (Note 7) | 120.5 | 134.6 |
Total non-current assets | 8,345.4 | 8,694.9 |
Total assets | 9,219.4 | 9,112.8 |
Current liabilities | ||
Accounts payable | 61.2 | 55 |
Accrued payroll | 104.4 | 137.9 |
Accrued income tax | 6.9 | 7.8 |
Short-term debt (Note 6) | 25.3 | 81.9 |
Make-whole derivative liability (Note 11 and 22) | 0 | 172.4 |
Other accrued and current liabilities (Note 7) | 160.3 | 167.3 |
Deferred revenue (Note 4) | 467.2 | 467.5 |
Total current liabilities | 825.3 | 1,089.8 |
Long-term pension and postretirement benefits (Note 10) | 293.5 | 206.6 |
Long-term debt (Note 6) | 3,255.8 | 3,818.9 |
Liabilities for unrecognized tax benefits (Note 9) | 18.9 | 16.8 |
Deferred income tax (Note 9) | 1,105 | 1,233.5 |
Other non-current liabilities (Note 17) | 143.2 | 137.7 |
Total liabilities | 5,641.7 | 6,503.3 |
Commitments and contingencies (Note 8 and 19) | ||
Cumulative Series A Preferred Stock $0.001 par value per share,1,050,000 shares authorized and issued at December 31, 2019; Liquidation Preference of $1,067.9 at December 31, 2019 (Note 22) | 0 | 1,031.8 |
Equity | ||
Successor Common Stock, $0.0001 par value per share, authorized—2,000,000,000 shares; 423,418,131 shares issued and 422,952,228 shares outstanding at December 31, 2020, and 314,494,968 shares issued and outstanding at December 31, 2019 | 0 | 0 |
Capital surplus | 4,310.2 | 2,116.9 |
Accumulated deficit | (685) | (573.5) |
Treasury Stock, 465,903 shares at December 31, 2020 | 0 | 0 |
Accumulated other comprehensive loss | (106) | (23.5) |
Total stockholder equity | 3,519.2 | 1,519.9 |
Non-controlling interest | 58.5 | 57.8 |
Total equity | 3,577.7 | 1,577.7 |
Total liabilities and stockholder equity | $ 9,219.4 | $ 9,112.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance on accounts receivable | $ 11 | $ 7.3 |
Less: Accumulated depreciation | 14 | 7.5 |
Accumulated amortization on computer software | $ 126 | $ 52.9 |
Preferred stock, par value (USD per share) | $ 0.001 | |
Preferred stock authorized (shares) | 1,050,000 | |
Preferred stock issued (shares) | 1,050,000 | |
Preferred stock, liquidation preference | $ 1,067.9 | |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 2,000,000,000 | 2,000,000,000 |
Common stock issued (shares) | 423,418,131 | 314,494,968 |
Common stock outstanding (shares) | 422,952,228 | 314,494,968 |
Treasury stock (shares) | 465,903 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Cash flows provided by (used in) operating activities: | |||||||
Net income (loss) | $ (74.8) | [1] | $ (106.5) | $ (553.5) | [1] | $ 294.3 | |
Reconciliation of net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 11.1 | 536.9 | 482.4 | 88.7 | |||
Amortization of unrecognized pension loss (gain) | 3.8 | (0.4) | 0 | 40.9 | |||
Pension settlement charge | 85.8 | 0.6 | 0 | 0 | |||
Pension settlement payments | (190.5) | 0 | (105.9) | 0 | |||
Income tax benefit from stock-based awards | 10.3 | 4.9 | |||||
Equity-based compensation expense | 11.7 | 45.1 | 68 | 10.8 | |||
Restructuring charges | 0.1 | [1] | 34.8 | 51.8 | [1] | 25.4 | |
Restructuring payments | (2.1) | (17) | (39.1) | (33.8) | |||
Change in fair value of make-whole derivative liability | 0 | 32.8 | 172.4 | 0 | |||
Changes in deferred income taxes | (33.2) | (99.5) | (137.6) | 46.2 | |||
Changes in prepaid and accrued income taxes | (8.1) | (131.7) | (10) | (24.8) | |||
Changes in operating assets and liabilities: | |||||||
(Increase) decrease in accounts receivable | 16.3 | (42.3) | (15.2) | 9.5 | |||
(Increase) decrease in other current assets | (1.2) | (30.2) | 5.9 | 0.3 | |||
Increase (decrease) in deferred revenue | 20.8 | 4.1 | 66.1 | (15.1) | |||
Increase (decrease) in accounts payable | 37.8 | 5 | (19.6) | (12.6) | |||
Increase (decrease) in accrued liabilities | (39.7) | 29 | (10.2) | (41.8) | |||
Increase (decrease) in other accrued and current liabilities | 25.1 | (19) | 43.9 | 0.4 | |||
(Increase) decrease in other long-term assets | (96) | (48.3) | (38.3) | (13.5) | |||
Increase (decrease) in long-term liabilities | 154.6 | (40.8) | (57) | (55.8) | |||
Non-cash foreign exchange impacts | 0 | (5.6) | 15.1 | 2.1 | |||
Net, other non-cash adjustments | [2] | 2.8 | 48.6 | 17.8 | (0.7) | ||
Net cash provided by (used in) operating activities | (65.4) | 195.6 | (63) | 325.4 | |||
Cash flows provided by (used in) investing activities: | |||||||
Payments for acquisitions of businesses, net of cash acquired | 0 | (20.6) | (6,078) | 0 | |||
Cash settlements of foreign currency contracts | 0 | 7.1 | (7.9) | (7.8) | |||
Capital expenditures | (0.2) | (7.7) | (12.5) | (5.1) | |||
Additions to computer software and other intangibles | (5.1) | (113.7) | (56.4) | (53.1) | |||
Net, other | 0 | 0.6 | 0.2 | 0.7 | |||
Net cash provided by (used in) investing activities | (5.3) | (134.3) | (6,154.6) | (65.3) | |||
Cash flows provided by (used in) financing activities: | |||||||
Net payments related to stock-based plans | 0 | 0 | 0 | (1.4) | |||
Proceeds from issuance of Class A common stock in the IPO transaction and Private Placement, net | [3] | 0 | 2,248.2 | 0 | 0 | ||
Proceeds from investors | 0 | 0 | 3,176.8 | 0 | |||
Payment for the redemption of Cumulative Series A Preferred Stock | 0 | (1,067.9) | 0 | 0 | |||
Payment for make-whole liability | 0 | (205.2) | 0 | 0 | |||
Payment for debt early redemption premiums | 0 | (50.1) | 0 | 0 | |||
Payments of dividends | 0 | (64.1) | (96.1) | (58.1) | |||
Proceeds from issuance of Successor's Senior Notes | 0 | 0 | 1,450 | 0 | |||
Retirement of Predecessor's Senior Notes | 0 | 0 | (625.1) | 0 | |||
Payments of borrowings on Successor’s Senior Notes | 0 | (580) | 0 | 0 | |||
Payment of debt issuance costs | 0 | (2.5) | (122.6) | (3.6) | |||
Net, other | (0.1) | (7.1) | (3.6) | (3.5) | |||
Net cash provided by (used in) financing activities | 96.9 | 189.3 | 6,321.8 | (609.7) | |||
Effect of exchange rate changes on cash and cash equivalents | 1.2 | 5.3 | (5.6) | (2.6) | |||
Increase (decrease) in cash and cash equivalents | 27.4 | 255.9 | 98.6 | (352.2) | |||
Cash and Cash Equivalents, Beginning of Period | 90.2 | 98.6 | 90.2 | ||||
Cash and Cash Equivalents, End of Period | 117.6 | 354.5 | 98.6 | 90.2 | |||
Cash Paid for: | |||||||
Income Taxes, Net of Refunds | 3.4 | 120.9 | 29.3 | 55.1 | |||
Interest | 2.4 | 249 | 232.4 | 53.8 | |||
Predecessor Credit Facility | |||||||
Cash flows provided by (used in) financing activities: | |||||||
Proceeds from borrowings on lines of credit | 167 | 407.2 | 228.3 | 1,095.1 | |||
Payments of borrowings on lines of credit | (70) | (407.2) | (228.3) | (1,578.2) | |||
Predecessor Term Loan Facility | |||||||
Cash flows provided by (used in) financing activities: | |||||||
Proceeds from borrowings on lines of credit | 0 | 0 | 0 | 300 | |||
Payments of borrowings on lines of credit | 0 | (19) | 0 | (360) | |||
Successor Term Loan Facility | |||||||
Cash flows provided by (used in) financing activities: | |||||||
Proceeds from borrowings on lines of credit | 0 | 0 | 2,479.4 | 0 | |||
Bridge Loan | |||||||
Cash flows provided by (used in) financing activities: | |||||||
Proceeds from borrowings on lines of credit | $ 63 | ||||||
Payments of borrowings on lines of credit | $ 0 | $ (63) | 0 | ||||
Dun & Bradstreet Corp | |||||||
Cash flows provided by (used in) financing activities: | |||||||
Cash and Cash Equivalents, Beginning of Period | $ 442.4 | ||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. | ||||||
[2] | Includes non-cash adjustments for the write down of deferred debt issuance costs and discount of $23.2 million associated with the partial redemption of the Senior Unsecured Notes, Senior Secured Notes, and amendments of the revolver and the term loan during the year ended December 31, 2020. In addition, non cash amortization of deferred debt issuance cost and discount is $21.8 million and $23.2 million for the year ended December 31, 2020 and the period from January 1 to December 31, 2019, respectively. | ||||||
[3] | Net of IPO offering costs of $132.8 million of which $131.9 million was paid by proceeds raised from the offering (see Note 2) and $0.9 million was paid prior to the IPO and Private Placement. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jul. 06, 2020 | Jul. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | ||||
Write-off of deferred debt issuance costs and discount | $ 23.2 | |||
Amortization of deferred debt issuance costs and discount | 21.8 | $ 23.2 | ||
Payments for IPO and private placement offering costs | $ 131.9 | $ 0.9 | $ 132.8 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholder Equity (Deficit) (Unaudited) - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Dun & Bradstreet Corp | Total Stockholder Equity (Deficit) | Total Stockholder Equity (Deficit)Cumulative Effect, Period of Adoption, Adjustment | Total Stockholder Equity (Deficit)Dun & Bradstreet Corp | Common Stock | Common Stock Dun & Bradstreet Corp | Capital Surplus | Capital SurplusDun & Bradstreet Corp | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained EarningsCumulative Effect, Period of Adoption, Adjustment | (Accumulated Deficit) Retained EarningsDun & Bradstreet Corp | Treasury Stock | Treasury StockDun & Bradstreet Corp | Cumulative Translation Adjustment | Cumulative Translation AdjustmentDun & Bradstreet Corp | Defined Benefit Postretirement Plans | Defined Benefit Postretirement PlansDun & Bradstreet Corp | Cash Flow Hedging Derivative | Cash Flow Hedging DerivativeDun & Bradstreet Corp | Non-Controlling Interest | Non-Controlling InterestDun & Bradstreet Corp | ||
Tax benefit (expense) related to pension adjustment | $ (5.5) | ||||||||||||||||||||||||
Tax benefit of cumulative adjustment for accounting standards update | 25.7 | ||||||||||||||||||||||||
Foreign currency translation adjustments, tax expense (benefit) | (2.6) | ||||||||||||||||||||||||
Derivative financial instruments, tax expense (benefit) | (0.1) | ||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2017 | $ (81.1) | $ (811.2) | $ (81.1) | $ (827.3) | $ 0.8 | $ 332 | $ (81.1) | $ 3,176.3 | $ (3,319.5) | $ (218.2) | $ (798.7) | $ 0 | $ 16.1 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | 294.3 | $ 288.1 | $ 288.1 | $ 6.2 | |||||||||||||||||||||
Payment to non-controlling interest | (5.5) | (5.5) | |||||||||||||||||||||||
Equity-based compensation plans | 10 | 10 | $ 0.8 | $ 9.2 | |||||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | (19.6) | (19.6) | $ (19.6) | ||||||||||||||||||||||
Dividend declared | (58.3) | (58.3) | (58.3) | ||||||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (18.2) | [1] | (17.3) | $ (17.3) | (0.9) | ||||||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (0.3) | [2] | (0.3) | $ (0.3) | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2018 | (13.5) | (689.9) | (13.5) | (705.8) | 0.8 | 332.8 | (13.5) | 3,325 | (3,310.3) | (235.5) | (235.5) | (818.3) | (818.3) | (0.3) | (0.3) | 15.9 | |||||||||
Tax benefit (expense) related to pension adjustment | (22.2) | ||||||||||||||||||||||||
Foreign currency translation adjustments, tax expense (benefit) | 0.1 | ||||||||||||||||||||||||
Derivative financial instruments, tax expense (benefit) | (0.1) | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | (74.8) | [3] | (75.6) | (75.6) | 0.8 | ||||||||||||||||||||
Payment to non-controlling interest | (0.1) | (0.1) | |||||||||||||||||||||||
Equity-based compensation plans | 11.7 | 11.7 | 11.7 | ||||||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | 65.4 | 65.4 | 65.4 | ||||||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | 5.9 | [1],[3] | 5.7 | 5.7 | 0.2 | ||||||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (0.1) | [2],[3] | (0.1) | (0.1) | |||||||||||||||||||||
Balance at end of period at Feb. 07, 2019 | (681.9) | (698.7) | $ 0.8 | 344.5 | 3,249.4 | (3,310.3) | (229.8) | (752.9) | (0.4) | 16.8 | |||||||||||||||
Tax benefit (expense) related to pension adjustment | 5.4 | ||||||||||||||||||||||||
Foreign currency translation adjustments, tax expense (benefit) | (1.8) | ||||||||||||||||||||||||
Derivative financial instruments, tax expense (benefit) | (0.4) | ||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | (13.5) | $ (689.9) | (13.5) | $ (705.8) | $ 0.8 | $ 332.8 | (13.5) | $ 3,325 | $ (3,310.3) | (235.5) | $ (235.5) | (818.3) | $ (818.3) | (0.3) | $ (0.3) | $ 15.9 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | (553.5) | [3] | (560) | (560) | 6.5 | ||||||||||||||||||||
Payment to non-controlling interest | (5.7) | (5.7) | |||||||||||||||||||||||
Take-Private Transaction | 2,108.7 | 2,048.4 | 2,048.4 | 60.3 | |||||||||||||||||||||
Capital / equity contribution | 100 | 100 | 100 | ||||||||||||||||||||||
Equity-based compensation plans | 68 | 68 | 68 | ||||||||||||||||||||||
Preferred dividend | (96.1) | (96.1) | (96.1) | ||||||||||||||||||||||
Accretion - Series A Preferred Stock | (3.4) | (3.4) | (3.4) | ||||||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | (15.8) | (15.8) | (15.8) | ||||||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (9.9) | [1],[3] | (6.6) | (6.6) | (3.3) | ||||||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (1.1) | [2],[3] | (1.1) | (1.1) | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | 1,577.7 | 1,519.9 | 0 | 2,116.9 | (573.5) | 0 | (6.6) | (15.8) | (1.1) | 57.8 | |||||||||||||||
Tax benefit (expense) related to pension adjustment | 34.8 | ||||||||||||||||||||||||
Foreign currency translation adjustments, tax expense (benefit) | 3 | ||||||||||||||||||||||||
Derivative financial instruments, tax expense (benefit) | 0.2 | ||||||||||||||||||||||||
Conversion of pre-IPO liability classified as equity-based awards to restricted stock units | 0.2 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | (106.5) | (111.5) | (111.5) | 5 | |||||||||||||||||||||
Payment to non-controlling interest | (7.4) | (7.4) | |||||||||||||||||||||||
Issuance of Class A Common Stock in IPO, net of issuance costs | 2,248.2 | 2,248.2 | 2,248.2 | ||||||||||||||||||||||
Equity-based compensation plans | [4] | 45.3 | 45.3 | 45.3 | |||||||||||||||||||||
Preferred dividend | (64.1) | (64.1) | (64.1) | ||||||||||||||||||||||
Accretion - Series A Preferred Stock | (36.1) | (36.1) | (36.1) | ||||||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | (106.5) | (106.5) | (106.5) | ||||||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | 26.4 | [1] | 23.3 | 23.3 | 3.1 | ||||||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | 0.7 | [2] | 0.7 | 0.7 | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 3,577.7 | $ 3,519.2 | $ 0 | $ 4,310.2 | $ (685) | $ 0 | $ 16.7 | $ (122.3) | $ (0.4) | $ 58.5 | |||||||||||||||
[1] | Tax Expense (Benefit) of $3.0 million, $(1.8) million, less than $0.1 million, and $(2.6) million for the Successor year ended December 31, 2020, for the Successor period from January 1 to December 31, 2019, for the Predecessor period from January 1 to February 7, 2019, and for Predecessor year ended December 31, 2018, respectively. | ||||||||||||||||||||||||
[2] | Tax Expense (Benefit) of $0.2 million, $(0.4) million, $(0.1) million, and $(0.1) million for the Successor year ended December 31, 2020, for the Successor period from January 1 to December 31, 2019, for the Predecessor period from January 1 to February 7, 2019, and for Predecessor year ended December 31, 2018, respectively. | ||||||||||||||||||||||||
[3] | See Note 1 "Basis of Presentation" for further discussion. | ||||||||||||||||||||||||
[4] | Includes $0.2 million related to the conversion of pre-IPO liability classified equity-based awards into restricted stock units. |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business . Dun & Bradstreet Holdings, Inc. through its operating company The Dun & Bradstreet Corporation ("Dun & Bradstreet" or "D&B") helps companies around the world improve their business performance. A global leader in business to business data and analytics, we glean insight from data to enable our clients to connect with the prospects, suppliers, clients and partners that matter most. Since 1841, companies of every size rely on Dun & Bradstreet to help them manage risk and reveal opportunity. We transform data into valuable business insights which are the foundation of our global solutions that clients rely on to make mission critical business decisions. Dun & Bradstreet provides solution sets that meet a diverse set of clients’ needs globally. Clients use Finance & Risk solutions to mitigate credit, compliance and supplier risk, increase cash flow and drive increased profitability. Our Sales & Marketing solutions help clients better use data to grow sales, digitally engage with clients and prospects, improve marketing effectiveness and also offer data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing clients. Basis of Presentation. The accompanying financial statements of Dun & Bradstreet Holdings, Inc. (formerly Star Intermediate I, Inc.) and its subsidiaries ("we" or "us" or "our" or the "Company") were prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; tax liabilities related to our undistributed foreign earnings associated with the 2017 Tax Cuts and Jobs Act ("2017 Act"); liabilities for potential tax exposure and potential litigation claims and settlements; assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; impairment assessment for goodwill and other intangible assets; long-term asset recoverability and estimated useful life; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the changes in the consolidated financial statements in the period in which we determine any changes to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions. Our consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Since early 2020, the novel coronavirus ("COVID-19") global pandemic has caused disruptions in the economy and volatility in the global financial markets. There is considerable uncertainty regarding its duration and the speed and nature of recovery. The extent of the impact of the COVID-19 global pandemic on our operations and financial performance will depend on the effects on our clients and vendors, which are uncertain at this time and cannot be predicted. In addition, the pandemic may affect management's estimates and assumptions of variable consideration in contracts with clients as well as other estimates and assumptions, in particular those that require a projection of our financial results, our cash flows or broader economic conditions. The consolidated financial statements include our accounts, as well as those of our subsidiaries and investments in which we have a controlling interest. Investments in companies over which we have significant influence but not a controlling interest are recorded under the equity method of accounting. When events and circumstances warrant, equity investments accounted for under the equity method of accounting are evaluated for impairment. An impairment charge is recorded whenever a decline in value of an equity investment below its carrying amount is determined to be other-than temporary. We elect to account for investments over which we do not have significant influence at cost adjusted for impairment or other changes resulting from observable market data. Market values associated with these investments are not readily available. Our cost investments were not material as of December 31, 2020 and 2019. Initial Public Offering (“IPO”) and Private Placement On July 6, 2020, we completed an IPO of 90,047,612 shares of our common stock, par value $0.0001 per share at a public offering price of $22.00 per share. Immediately subsequent to the closing of the IPO, a subsidiary of Cannae Holdings, Inc. ("Cannae Holdings"), a subsidiary of Black Knight, Inc. ("Black Knight") and affiliates of CC Capital Partners LLC ("CC Capital") purchased from us in a private placement $200.0 million, $100.0 million and $100.0 million, respectively, of our common stock at a price per share equal to 98.5% of the IPO price, or $21.67 per share. We issued 18,458,700 shares of common stock in connection with the private placement. A total of 108,506,312 shares of common stock were issued in the IPO and concurrent private placement for gross proceeds of $2,381.0 million. See Note 2 to the consolidated financial statements for further discussion, including the use of proceeds and the impact on common share and per share information. The Take-Private Transaction On August 8, 2018, a consortium of investors formed a Delaware limited partnership, Star Parent, L.P. ("Parent") and Star Merger Sub, Inc. ("Merger Sub"), and subsequently formed subsidiaries including Dun & Bradstreet Holdings, Inc., Star Intermediate II, LLC and Star Intermediate III, LLC. Also on August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. The transaction is referred to as the "Take-Private Transaction." See further discussion on Note 15. The completion of the Take-Private Transaction resulted in the following: • Parent issued 206,787.3617 Class A units for $2,048.4 million, net of equity syndication fee of $19.5 million, which was contributed to Dun & Bradstreet Holdings, Inc. In addition, Parent issued 6,817.7428 units of Class B and 32,987.0078 units of Class C profits interest. • Dun & Bradstreet Holdings, Inc. issued 314,494,968 shares of common stock to Parent and 1,050,000 shares of Series A Preferred Stock for $1,028.4 million, net of issuance discount of $21.6 million. • Merger Sub entered into a credit agreement for new senior secured credit facilities (the "New Senior Secured Credit Facilities"). The New Senior Secured Credit Facilities provide for (i) a seven five • The Company used the proceeds from the issuances of common and preferred shares and the debt financing to (i) finance and consummate the Take-Private Transaction and other transactions, including to fund nonqualified pension and deferred compensation plan obligations (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing senior secured credit facilities, (iii) fund the redemption and discharge of all of Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. • Merger Sub merged with and into D&B with D&B continuing as the surviving corporation. As a result of the Take-Private Transaction on February 8, 2019, the merger was accounted for in accordance with ASC 805, "Business Combinations" ("ASC 805"), and Dun & Bradstreet Holdings, Inc. was determined to be the accounting acquirer. The accompanying consolidated financial statements and information are presented on a Successor and Predecessor basis. References to Predecessor refer to the results of operations, cash flows and financial position of The Dun & Bradstreet Corporation and its subsidiaries prior to the closing of the Take-Private Transaction. References to Successor refer to the consolidated financial position of Dun & Bradstreet Holdings, Inc. and its subsidiaries as of December 31, 2020 and December 31, 2019, and the results of operations and cash flows of Dun & Bradstreet Holdings, Inc. and its subsidiaries for the year ended December 31, 2020 and the period from January 1, 2019 to December 31, 2019. During the period from January 1, 2019 to February 7, 2019, Dun & Bradstreet Holdings, Inc. had no significant operations and limited assets and had only incurred transaction related expenses prior to the Take-Private Transaction. The Successor periods include the consolidated results of operations, cash flows and financial position of Dun & Bradstreet and its subsidiaries on and after February 8, 2019. The Predecessor and Successor consolidated financial information presented herein is not comparable primarily due to the impacts of the Take-Private Transaction including the application of acquisition accounting in the Successor financial statements as of February 8, 2019, as further described in Note 15, of which the most significant impacts are (i) the increased amortization expense for intangible assets; (ii) additional interest expense associated with debt financing arrangements entered into in connection with the Take-Private Transaction; (iii) higher non-recurring transaction costs and the pension settlement charge attributable to the Take-Private Transaction; and (iv) a shorter Successor period for our International operations. All intercompany transactions and balances have been eliminated in consolidation. Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating income to adjusted EBITDA (see Note 18 for further discussion of adjusted EBITDA) in the information that we provide to our chief operating decision makers ("CODMs") to better align with how they assess performance and allocate resources. Latin America Worldwide Network, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution, and the measure of segment profit. These changes do not impact our consolidated results. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom/Ireland ("U.K."), Greater China, India and indirectly through our Worldwide Network alliances ("WWN alliances"). Except as described below, the consolidated financial statements reflect results of the subsidiaries outside of North America for the year ended November 30 in order to facilitate the timely reporting of the consolidated financial results and consolidated financial position. For the period from January 1, 2019 to December 31, 2019 (Successor), the results of subsidiaries outside of North America are reflected for the period from February 8, 2019 through November 30, 2019. For the period from January 1 to February 7, 2019 (Predecessor), the results of subsidiaries outside of North America are reflected for the period from December 1, 2018 to January 7, 2019. As a result of the lag reporting in the International segment, we excluded the revenue and expenses for the period of January 8, 2019 to February 7, 2019, (the "International lag adjustment"), in connection with the Take-Private Transaction on February 8, 2019. Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation . Significant Accounting Policies Revenue Recognition Revenue is recognized when promised goods or services are transferred to clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services by following a five-step process, (1) identify the contract with a client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as we satisfy a performance obligation. We generate revenue from licensing our data and providing related data services to our clients. Our data is integrated into our hosted or on-premise software applications. Data is also delivered directly into client 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 clients 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 clients 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 clients, which are subsequently remitted to government authorities. Performance Obligations and Revenue Recognition All our clients license our data and/or software applications. The license term is generally a minimum of 12 months and non-cancelable. If the client 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 client. Some of our performance obligations are satisfied over time as the product is transferred to the client. 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 judgment. When we assess contracts with clients we determine if the data we promise to transfer to the client 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 clients 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 clients continuous access to the latest data using our API-based and online products, the client 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. Clients 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 client 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 client 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 client can also purchase a monitoring service on the report or data packet which is a performance obligation satisfied over time because the client 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 client commits to spend a fixed amount on the products. Breakage occurs if the client does not exercise all their purchasing rights under the contract. We recognize breakage at the end of the contract when the likelihood of the client exercising their remaining rights becomes remote. Many of our contracts provide the client an option to purchase additional products. If the option provides the client a discount which is incremental to discounts typically given for those products, the contract provides the client 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 client 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 client 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 clients 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 client. We use the observable price based on prices in contracts with similar clients in similar circumstances. When the standalone selling price is not directly observable from actual standalone sales, we estimate a standalone selling price making maximum use of any observable data and estimates of what a client in the market would be willing to pay for those goods or services. 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 clients have multiple contracts for various products. Contracts entered into at or near the same time with the same client 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. Restructuring Charges. Restructuring charges have been recorded in accordance with Accounting Standards Codification ("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. Effective January 1, 2019, we adopted ASU No. 2016-02, "Leases (Topic 842)," and as a result, terminated contracts that meet the lease definition are no longer accounted for under ASC 420-10. Terminated lease obligations or lease obligations for facilities we no longer occupy are accounted for in accordance with Topic 842. We have reclassified liabilities associated with such lease obligations to long-term and short-term lease liabilities (see Note 7 for further discussion). Certain termination costs and obligations that do not meet the lease criteria continue to be accounted for in accordance with ASC 420-10. Right of use assets are assessed for impairment in accordance to Topic 360. Right of use asset impairment charges and lease costs related to facilities we ceased to occupy are reflected in "Restructuring charges." We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10. We account for one-time termination benefits, contract terminations and/or, prior to 2019, 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 a cost associated with an exit or disposal activity, including severance and prior to 2019 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 restructuring activities are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructuring activities, we have to make estimates related to the expenses associated with the restructuring activities. 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. Leases . In accordance with ASC 842, at the inception of a contract, we assess whether the contract is, or contains, a lease. A contract contains a lease if it conveys to us the right to control the use of property, plant and equipment (an identified asset). We control the identified asset if we have a right to substantially all the economic benefits from use of the asset and the right to direct its use for a period of time. Most of our leases expire over the next nine years, with the majority expiring within two years. Leases may include options to early terminate the lease or renew at the end of the initial term. Generally, these lease terms do not affect the term of the lease because we are not reasonably certain that we will exercise our option. We primarily use the incremental borrowing rate to determine the present value of the lease payments because the implicit rate is generally not available to a lessee. We determine the incremental borrowing rate using an applicable reference rate (LIBOR or LIBOR equivalent or local currency swap rates) considering both currency and lease term, combined with our estimated borrowing spread for secured borrowings. We recognize operating lease expense on a straight-line basis over the term of the lease. Lease payments may be fixed or variable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining the lease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leased asset and are recognized as operating expenses as incurred. We apply certain practical expedients allowed by Topic 842. Lease payments for leases with an initial term of 12 months or less are not included in right of use assets or operating lease liabilities. Instead they are recognized as short term lease operating expense on a straight-line basis over the term. We have also elected not to separate lease and non-lease components for our office leases. We separate the lease components from the non-lease components using the relative standalone selling prices of each component for all our other leased asset classes. We estimate the standalone selling prices using observable prices, and if they are not available, we estimate the price. Non-lease components include maintenance and other services provided in the contract related to the leased asset. Non-lease components are recognized in accordance with other applicable accounting policies. See Note 7. Prior to the adoption of ASC 842, we expensed the net fixed payments of operating leases on a straight-line basis over the lease term as required under the prior lease accounting standard ASC 840. Under the prior lease accounting standard, lease assets and liabilities were not required to be recognized. Employee Benefit Plans. We provide various defined benefit plans to our employees as well as health care benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. See Note 10. Legal Contingencies . We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. 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 in Note 8. 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. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly. Cash and Cash Equivalents. We consider all investments purchased with an initial term from the date of purchase by the Company to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates fair value because of the short maturity of the instruments. Accounts Receivable Trade and Contract Assets. We classify the right to consideration in exchange for products or services transferred to a client as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional. Receivables include amounts billed and currently due from clients. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include unbilled amounts typically resulting from sale of long-term contracts when the revenue exceeds the amount billed to the client, and the right to payment is not subject to the passage of time. Amounts may not exceed their net realizable value. Accounts Receivable Allowances. In order to determine an estimate of expected credit losses, receivables are segmented based on similar risk characteristics including historical credit loss patterns and industry or class of customers to calculate reserve rates. The Company uses an aging method for developing its allowance for credit losses by which receivable balances are stratified based on aging category. A reserve rate is calculated for each aging category which is generally based on historical information. The reserve rate is adjusted, when necessary, for current conditions (e.g., macroeconomic or industry related) and forecasts about the future. The Company also considers customer specific information (e.g., bankruptcy or financial difficulty) when estimating its expected credit losses, as well as the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Expected credit losses are subtracted or added to the accounts receivable allowance. Actual uncollectible account write-offs are recorded against the allowance. The Company adopted the new accounting standard on Financial Instruments - Credit Losses (Topic 326) effective January 1, 2020. See Note 3. Property, Plant and Equipment. Property, plant and equipment are stated at cost less accumulated depreciation, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives. |
IPO and Private Placement
IPO and Private Placement | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
IPO and Private Placement | IPO and Private Placement On July 6, 2020, we completed an IPO of 90,047,612 shares of our common stock, par value $0.0001 per share at a public offering price of $22.00 per share. Immediately subsequent to the closing of the IPO, a subsidiary of Cannae Holdings, a subsidiary of Black Knight and affiliates of CC Capital purchased a total of 18,458,700 shares of common stock from us in a private placement at a price per share equal to 98.5% of the IPO price, or $21.67 per share, for proceeds of $200.0 million, $100.0 million and $100.0 million, respectively. A total of 108,506,312 shares of common stock were issued in the IPO and concurrent private placement for gross proceeds of $2,381.0 million. The use of the proceeds from the IPO and concurrent private placement was as follows: Gross proceeds $ 2,381.0 Less: Underwriter fees 89.1 IPO related expenses (a) 42.8 Redemption of Series A Preferred Stock 1,067.9 Make-whole payment on redemption of Series A Preferred Stock 205.2 Partial redemption of 10.250% New Senior Unsecured Notes and accrued interest 312.0 Call premium on partial redemption of 10.250% New Senior Unsecured Notes 30.8 Partial redemption of 6.875% New Senior Secured Notes and accrued interest 282.2 Call premium on partial redemption of 6.875% New Senior Secured Notes 19.3 Cash to balance sheet $ 331.7 (a) Includes payment of $30.0 million to the Originating Sponsors (see Note 19), in connection with the waiver and termination of anti-dilution rights in the Star Parent Partnership Agreement. Also in connection with the IPO transaction, we paid fees of $2.5 million each to Thomas H. Lee Partners, L.P. ("THL") Managers and entities affiliated with William P. Foley II and Chinh E. Chu (Bilcar, LLC and CC Star Holdings, LP, respectively) for services provided. In connection with the IPO, the following transactions occurred: • On June 23, 2020, we increased our authorized common stock to 2,000,000,000 and our authorized preferred stock to 25,000,000 and effected a 314,494.968 for 1 stock split of our common stock. All of the common share and per share information in the consolidated financial statements for the Successor periods have been retroactively adjusted to reflect the increase in authorized common stock and stock split; • All outstanding equity incentive awards in the form of profits interests were converted into common units of Star Parent, L.P. which retain the original time-based vesting schedule and are subject to the same forfeiture terms applicable to such unvested units. • In connection with the IPO, we adopted the Dun & Bradstreet 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"). See further discussion in Note 11. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [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, results of operations and/or cash flows. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract: Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements - a consensus of the EITF.” The standard aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Costs incurred during the planning and post implementation stages are typically expensed, while costs incurred during the development stage are typically capitalized. The capitalized implementation costs are to be expensed over the term of the hosting arrangement including renewal options to the extent those options are expected to be utilized. This update also requires the capitalized implementation costs to be presented in the consolidated financial statements consistent with the presentation of the ongoing fees and payments associated with the cloud arrangement. We adopted this update as of January 1, 2020 and applied its amendments prospectively to implementation costs incurred after the date of adoption. This update did not have a material effect on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 and its related amendments (the new lease standard or Topic 842) requires lessees to recognize all operating leases as right of use assets and lease liabilities on their balance sheet. The lease liability is initially measured at the present value of unpaid lease payments payable over the lease term including renewal periods that the lessee is reasonably certain to renew. The right of use asset is initially equal to the lease liability adjusted for any lease payments paid at or before the lease commencement date or lease incentives received and deferred rent liability. The standard also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases. On January 1, 2019, we adopted the new lease standard using the effective date transition method which allows us to report comparative periods in accordance with prior lease guidance. We have adopted the package of transition practical expedients which allows us to not reassess our existing lease classifications, initial direct costs, and whether or not an existing contract contains a lease. The lease liability for existing leases at the transition date was measured using the unpaid minimum rental payments. We recognized $91.9 million and $112.9 million of existing operating leases as right of use assets and lease liabilities, respectively, effective January 1, 2019. The adoption of the new lease standard did not have a material effect on our consolidated statement of operations and cash flows. 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 are 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 measure credit losses in a manner similar to what is required under the existing guidance, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this update as of January 1, 2020. This update did not have a material effect on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans- General (Topic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans.” The standard amends ASC 715, “Compensation - Retirement Benefits,” to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments are to be applied retrospectively. The standard is effective for public business entities for fiscal years ending after December 15, 2020, and for all other entities for fiscal years ending after December 15, 2021. Early adoption is permitted. We adopted this update as of December 31, 2020. See Note 10. Recently Issued Accounting Pronouncements |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2020 (Successor) is as follows: 2021 2022 2023 2024 2025 Thereafter Total Future revenue $ 1,138.2 $ 534.2 $ 261.1 $ 94.6 $ 66.2 $ 134.8 $ 2,229.1 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 Successor Predecessor At December 31, 2020 At December 31, 2019 At December 31, 2018 Accounts receivable, net $ 313.7 $ 269.3 $ 270.8 Short-term contract assets $ 1.4 $ 1.0 $ 1.3 Long-term contract assets $ 3.8 $ 2.8 $ 2.6 Short-term deferred revenue $ 467.2 $ 467.5 $ 529.1 Long-term deferred revenue $ 16.3 $ 7.8 $ 7.3 The increase in deferred revenue of $8.2 million from December 31, 2019 to December 31, 2020 was primarily due to cash payments received or due in advance of satisfying our performance obligations, largely offset by approximately $472.5 million of revenue recognized that were included in the deferred revenue balance at December 31, 2019, net of the purchase accounting fair value adjustment as a result of our Take-Private Transaction in February 2019. The increase in contract assets of $1.4 million is primarily due to new contract assets recognized, net of new amounts reclassified to receivables during 2020, largely offset by $3.2 million of contract assets included in the balance at January 1, 2020 that were reclassified to receivables when they became unconditional. The decrease in deferred revenue of $61.1 million from December 31, 2018 (Predecessor) to December 31, 2019 (Successor) was primarily due to $390.1 million of revenue recognized that was included in the deferred revenue balance at December 31, 2018 (Predecessor), net of the purchase accounting fair value adjustment as a result of our Take-Private Transaction in February 2019, largely offset by cash payments received or due in advance of satisfying our performance obligations. The change in short-term and long-term contract assets was not significant. See Note 18 for schedule of disaggregation of revenue. Assets Recognized for the Costs to Obtain a Contract Commission assets, net of accumulated amortization included in deferred costs, were $83.6 million and $47.0 million as of December 31, 2020 and December 31, 2019, respectively. The amortization of commission assets is as follows: Period Amortization Year ended December 31, 2020 (Successor) $ 17.0 Period from January 1 to December 31, 2019 (Successor) $ 4.7 Period from January 1 to February 7, 2019 (Predecessor) $ 3.2 Year ended December 31, 2018 (Predecessor) $ 26.9 |
Restructuring Charge
Restructuring Charge | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charge | Restructuring Charges We incurred restructuring charges (which generally consist of employee severance and termination costs, and contract terminations). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions. We recorded a restructuring charge of $34.8 million for the year ended December 31, 2020 (Successor). This charge consists of: • Severance costs of $9.9 million under ongoing benefit arrangements. Approximately 165 employees were impacted. Most of the employees impacted exited the Company by the end of 2020. The cash payments for these employees will be substantially completed by the end of the second quarter of 2021; and • Contract termination, impairment of right of use assets and other exit costs, including those to consolidate or close facilities of $24.9 million. We recorded a restructuring charge of $51.8 million for the year ended December 31, 2019 (Successor) and $0.1 million for the period from January 1, 2019 to February 7, 2019 (Predecessor). These charges consist of: • Severance costs of $36.6 million (Successor) and $0.1 million (Predecessor) under ongoing benefit arrangements. Approximately 540 employees were impacted and exited the Company by the end of 2019. The cash payments for these employees were substantially completed by the end of the first quarter of 2020; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $15.2 million (Successor). We recorded a restructuring charge of $25.4 million for the year ended December 31, 2018 (Successor). This charge consists of: • Severance costs of $22.3 million under ongoing benefit arrangements. Approximately 390 employees were impacted and exited the Company by the end of 2018. The cash payments for these employees were completed by the end of 2019; and • Contract termination, lease termination obligations and other exit costs, including those to consolidate or close facilities of $3.1 million. The following table sets forth the restructuring reserves and utilization: Severance Contract Termination Total Predecessor: Balance as of December 31, 2017 $ 12.7 $ 3.5 $ 16.2 Charge taken during 2018 22.3 3.1 25.4 Payments made during 2018 (30.3) (3.7) (34.0) Balance remaining as of December 31, 2018 $ 4.7 $ 2.9 $ 7.6 Charge taken from January 1 to February 7, 2019 0.1 — 0.1 Payments made through February 7, 2019 (1.6) (0.5) (2.1) Reclassification related to leases pursuant to the adoption of Topic 842 — (2.4) (2.4) Balance remaining as of February 7, 2019 $ 3.2 $ — $ 3.2 Successor: Balance as of December 31, 2018 $ — $ — $ — Impact of purchase accounting 3.2 — 3.2 Charge taken during 2019 (1) 36.6 12.2 48.8 Payments and other adjustments made during 2019 (33.5) (7.4) (40.9) Balance remaining as of December 31, 2019 $ 6.3 $ 4.8 $ 11.1 Charge taken during 2020 (1) 9.9 5.9 15.8 Payments made during 2020 (13.7) (3.3) (17.0) Balance remaining as of December 31, 2020 $ 2.5 $ 7.4 $ 9.9 |
Notes Payable and Indebtedness
Notes Payable and Indebtedness | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable and Indebtedness | Notes Payable and Indebtedness Successor Debt In connection with the Take-Private Transaction on February 8, 2019, the Company entered into a credit agreement governing its New Senior Secured Credit Facilities. The New Senior Secured Credit Facilities provided for (i) a seven five In connection with the IPO transaction (see Note 2), we committed to repay as of June 30, 2020 and on July 6, 2020 repaid $300 million in aggregate principal amount of our 10.250% New Senior Unsecured Notes. As a result, the associated deferred debt issuance costs and discount of $10.5 million were written off. In addition, we were required to pay a premium of $30.8 million related to the repayment, for which we recorded an expense. Both were recorded within “Non-operating income (expense) – net” for the year ended December 31, 2020. Initial debt issuance costs of $31.6 million related to the 10.250% New Senior Unsecured Notes were recorded as a reduction of the carrying amount of the notes and amortized over the contractual term of the notes, through the date of partial repayment. The remaining debt issuance costs of $15.7 million continue to be amortized over the remaining term of the notes. On September 11, 2020, we amended our credit agreement dated February 8, 2019, specifically related to the New Revolving Facility. The amendment increased the aggregate amount available under the New Revolving Facility from $400 million to $850 million, and reset the New Revolving Facility maturity date, from February 8, 2024, to September 11, 2025. As a result of the amendment, we wrote off $0.8 million deferred debt issuance costs related to changes in syndication lenders and reported within “Non-operating income (expense) – net” for the year ended December 31, 2020. Initial debt issuance costs of $9.6 million were included in "Other non-current assets" on the consolidated balance sheet and amortized over the initial term of the New Revolving Facility, through the date of the amendment. The remaining deferred debt issuance costs of $6.5 million, together with the additional issuance costs of $1.7 million incurred in connection with the amendment, are being amortized over the new five On September 26, 2020, we repaid $280 million in aggregate principal amount of our 6.875% New Senior Secured Notes. As a result, the associated deferred debt issuance costs and discount of $5.7 million were written off. In addition, we were required to pay a premium of $19.3 million related to the repayment, for which we recorded an expense. Both were recorded within “Non-operating income (expense)-net” for the year ended December 31, 2020. Initial debt issuance costs of $17.9 million related to the 6.875% New Senior Secured Notes were recorded as a reduction of the carrying amount of the notes and amortized over the contractual term of the notes, through the date of the partial repayment. The remaining debt issuance costs of $8.6 million continue to be amortized over the remaining term of the notes. On November 18, 2020, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility. The amendment establishes Incremental Term Loans in an aggregate principle amount of $300 million. The proceeds of the Incremental Term Loans were drawn and used in January 2021 to finance a portion of the purchase price for the acquisition of the outstanding shares of Bisnode Business Information Group AB. See further discussion in Note 23. The Incremental Term Loans have the same terms as the existing term loans. As of December 31, 2020, we did not have any outstanding borrowing under the Incremental Term Loans. Our borrowings are summarized in the following table: December 31, 2020 At December 31, 2019 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: New Repatriation Bridge Facility (1) February 7, 2020 $ — $ — $ — $ 63.0 $ 0.1 $ 62.9 New Term Loan Facility (1) 25.3 — 25.3 19.0 — 19.0 Total short-term debt $ 25.3 $ — $ 25.3 $ 82.0 $ 0.1 $ 81.9 Debt Maturing After One Year: New Term Loan Facility (1) February 8, 2026 $ 2,485.7 $ 77.1 $ 2,408.6 $ 2,511.0 $ 98.3 $ 2,412.7 New Revolving Facility (1) (2) September 11, 2025 — — — — — — 6.875% New Senior Secured Notes (1) August 15, 2026 420.0 8.2 411.8 700.0 15.8 684.2 10.250% New Senior Unsecured Notes (1) February 15, 2027 450.0 14.6 435.4 750.0 28.0 722.0 Total long-term debt $ 3,355.7 $ 99.9 $ 3,255.8 $ 3,961.0 $ 142.1 $ 3,818.9 Total debt $ 3,381.0 $ 99.9 $ 3,281.1 $ 4,043.0 $ 142.2 $ 3,900.8 * Represents unamortized portion of debt issuance costs and discounts. (1) The New Senior Secured Credit Facilities and Successor notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at December 31, 2020 and December 31, 2019. (2) The New Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the New Revolving Facility and certain outstanding letters of credit exceed 35% of the total amount of commitments under the New Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at December 31, 2020 and December 31, 2019. New Senior Secured Credit Facilities Borrowings under the New Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over a LIBOR rate for the interest period relevant to such borrowing, subject to interest rate floors, and they are secured by substantially all of the Company’s assets. Other details of the New Senior Secured Credit Facilities: • As required by the credit agreement, beginning June 30, 2020, the principal amount of the New Term Loan Facility is being paid down in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount, with the balance being payable on February 8, 2026. Debt issuance costs of $62.1 million and discount of $50.6 million were recorded as a reduction of the carrying amount of the New Term Loan Facility and are being amortized over the term of the facility. The margin to LIBOR was 500 basis points initially. On February 10, 2020, an amendment was made to the credit agreement, specifically related to the New Term Loan Facility, which reduced the margin to LIBOR to 400 basis points. The maturity date for the New Term Loan Facility remains February 8, 2026 and no changes were made to the financial covenants or scheduled amortization. Subsequent to the IPO transaction, the spread was further reduced by 25 basis points to 375 basis points. The interest rates associated with the outstanding balances of the New Term Loan Facility at December 31, 2020 and December 31, 2019 were 3.898% and 6.792%, respectively. In connection with the term loan repricing, we incurred $0.8 million of third-party fees and wrote off $6.2 million of deferred debt issuance costs and discount related to changes in syndicated lenders. Both were recorded within “Other income (expense)-net” for the year ended December 31, 2020. • The margin to LIBOR for borrowings under the New Revolving Facility was 350 basis points initially. Subsequent to the IPO transaction, the spread was reduced by 25 basis points to 325 basis points, subject to a ratio-based pricing grid. • The New Repatriation Bridge Facility matured on February 7, 2020. Debt issuance costs of $1.5 million were recorded as a reduction of the carrying amount of the New Repatriation Bridge Facility and were amortized over the term of the New Repatriation Bridge Facility. The margin to LIBOR was 350 basis points. The interest rate associated with the Repatriation Bridge Facility at December 31, 2019 was 5.292%. The outstanding balance of the New Repatriation Bridge Facility was fully repaid in February 2020. New Senior Notes The New Senior Secured Notes and the New Senior Unsecured Notes may be redeemed at our option, in whole or in part, following specified events and on specified redemption dates and at the redemption prices specified in the indenture governing the New Senior Secured Notes and the New Senior Unsecured Notes. The scheduled maturities and interest payments for our total debt outstanding as of December 31, 2020, plus the draw down of the $300 million Incremental Term Loan on January 8, 2021 discussed above, are as follows: 2021 2022 2023 2024 2025 Thereafter Total Principal $ 28.3 $ 28.3 $ 28.3 $ 28.3 $ 28.3 $ 3,539.5 $ 3,681.0 Interest 181.1 183.0 181.9 180.7 179.6 109.0 1,015.3 Total Debt $ 209.4 $ 211.3 $ 210.2 $ 209.0 $ 207.9 $ 3,648.5 $ 4,696.3 Retired Predecessor Debt In connection with the Take-Private Transaction, we repaid in full all outstanding indebtedness under the Predecessor Term Loan Facility and Revolving Credit Facility and funded the redemption and discharge of the Predecessor senior notes, inclusive of a make-whole payment of $25.1 million, which was considered in our determination of the acquisition date fair value of the Predecessor senior notes as part of purchase accounting. The transactions were accounted for as a debt extinguishment in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." The payoff of the Predecessor debt was a condition of the closing of Successor debt financing. Total unamortized debt issuance costs and discount of $6.6 million related to the Predecessor Term Loan Facility and Revolving Credit Facility were allocated zero value as part of purchase accounting. The weighted average interest rate associated with the outstanding balances related to the Predecessor Revolving Credit Facility prior to retirement as of February 7, 2019 was 3.66% and as of December 31, 2018 was 3.72%. The interest rate associated with the outstanding balances related to the Predecessor Term Loan Facility prior to retirement as of February 7, 2019 was 4.00% and as of December 31, 2018 was 4.01%. Other We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $5.9 million at December 31, 2020 and $1.0 million at December 31, 2019 (Successor). On April 20, 2018, we entered into three |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Effective January 1, 2019, we adopted Topic 842. We recognized $91.9 million and $112.9 million of existing operating leases as right of use assets and lease liabilities effective January 1, 2019. The right of use assets and lease liabilities included in our balance sheet are as follows: December 31, 2020 December 31, 2019 Right of use assets included in other non-current assets $ 72.9 $ 87.9 Short-term operating lease liabilities included in other accrued and current liabilities $ 23.3 $ 22.4 Long-term operating lease liabilities included in other non-current liabilities 68.4 71.2 Total operating lease liabilities $ 91.7 $ 93.6 We recognized $12.9 million for both right of use assets and lease liabilities related to new operating leases for the year ended December 31, 2020. The operating lease cost, supplemental cash flow and other information, and maturity analysis for leases is as follows: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Operating lease costs $ 27.5 $ 24.6 $ 2.8 Variable lease costs 3.6 3.9 1.0 Short-term lease costs 0.4 0.2 — Sublease income (0.8) (0.7) (0.1) Total lease costs $ 30.7 $ 28.0 $ 3.7 We recorded impairment charge of $14.8 million for the year ended December 31, 2020, primarily as a result of our decision to shift our workforce model to working remotely in the United States and certain international markets. Cash paid for operating leases is included in operating cash flows and was $28.1 million, $23.7 million and $5.9 million for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to December 31, 2019 (Successor) and for the period from January 1, 2019 to February 7, 2019 (Predecessor), respectively. Rent expense under operating leases (cancelable and non-cancelable) was $32.9 million for the year ended 2018 (Predecessor). The maturity analysis for operating lease liabilities is as follows: December 31, 2020 2021 $ 27.7 2022 24.0 2023 15.3 2024 10.9 2025 9.5 Thereafter 17.5 Undiscounted cash flows 104.9 Less imputed interest 13.2 Total operating lease liabilities $ 91.7 Other supplemental information on remaining lease term and discount rate is as follows: December 31, 2020 December 31, 2019 Weighted average remaining lease term (in years) 5.0 5.0 Weighted average discount rate 5.5 % 5.9 % |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, such as claims brought by our clients in connection with commercial disputes, defamation claims by subjects of our reporting, and employment claims made by our current or former employees, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may also include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we are also subject to regulatory investigations or other proceedings by state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. Ellis v. Dun and Bradstreet, U.S. District Court for the Central District of California On December 6, 2018, the Company was served with a complaint, captioned Dr. Jonathan C. Ellis v. Dun and Bradstreet, Inc. (the “Complaint”). The Complaint alleged that in or about April 2018, the Dun & Bradstreet report on Doheny Endosurgical Center, which is owned by the plaintiff, was updated to incorrectly include a reference to a Dr. Jonathon Ellis, who was charged with criminal activity relating to a minor. The Complaint contained two causes of action, libel per se and false light invasion of privacy, and sought compensatory and punitive damages. The parties reached a settlement in September 2020 and the case has been dismissed with prejudice. Federal Trade Commission Investigation On April 10, 2018, the Federal Trade Commission (the “FTC”) issued a Civil Investigative Demand (“CID”) to Dun & Bradstreet, Inc. (“D&B Inc.,” a wholly-owned subsidiary of the Company) related to an investigation by the FTC into potential violations of Section 5 of the Federal Trade Commission Act (the “FTC Act”), primarily concerning our credit managing and monitoring products such as CreditBuilder. D&B Inc. completed its response to the CID in November 2018. On May 28, 2019, the FTC staff informed D&B Inc. that it believes that certain of D&B’s practices violated Section 5 of the FTC Act, and informed D&B that it had been given authority by the FTC’s Bureau of Consumer Protection to engage in consent negotiations. Following discussions between the Company and the FTC staff, on September 9, 2019, the FTC issued a second CID seeking additional information, data and documents. We have completed our response to the second CID. In a letter dated March 2, 2020, the FTC staff identified areas of interest related to the CIDs and we completed our responses to the letter on April 7, 2020. On April 20, 2020, the FTC and D&B Inc. entered a tolling agreement with respect to potential claims related to the subject matter of the investigation. On February 23, 2021, the FTC staff provided D&B Inc. with a draft complaint and consent order outlining its allegations and the forms of relief sought, and advised that it has been given authority to engage in consent negotiations for 30 days until March 25, 2021. At this time, the Company is unable to predict the final outcome of the FTC investigation and the terms of any potential final consent order due, among other things, to the current stage of the matter and the fact that it raises difficult factual and legal issues and is subject to many uncertainties and complexities. As a result, we are unable to make an estimate of a reasonably possible settlement or other resolution of the matters that are the subject of the FTC CID. Accordingly, there can be no assurance that we will not incur costs in the future related to the settlement or resolution of the CID that would be material, including but not limited to settlements, damages, fines or penalties, and legal costs, or be subject to other remedies. Therefore, it is reasonably possible that any settlement or other resolution of this matter could become material to the consolidated financial statements. In addition, in the normal course of business, and including without limitation, our merger and acquisition activities, strategic relationships and financing transactions, the Company indemnifies other parties, including clients, lessors and parties to other transactions with the Company, with respect to certain matters. We have 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. The Company has also entered into indemnity obligations with its officers and directors. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before provision for income taxes consisted of: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 U.S. $ (398.1) $ (811.5) $ (131.7) $ 229.8 Non-U.S 178.8 135.6 28.9 143.3 Income (loss) before provision for income taxes and equity in net income of affiliates $ (219.3) $ (675.9) $ (102.8) $ 373.1 Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Current tax provision: U.S. Federal $ (28.8) $ (0.3) $ (11.1) $ (5.7) State and local 7.4 1.6 (3.4) 1.0 Non-U.S. 28.6 15.8 4.8 23.5 Total current tax provision $ 7.2 $ 17.1 $ (9.7) $ 18.8 Deferred tax provision: U.S. Federal $ (100.7) $ (109.8) $ (14.8) $ 54.2 State and local (16.9) (23.5) (3.0) 9.8 Non-U.S. (0.1) (2.0) — (1.2) Total deferred tax provision $ (117.7) $ (135.3) $ (17.8) $ 62.8 Provision (benefit) for income taxes $ (110.5) $ (118.2) $ (27.5) $ 81.6 The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, Year ended December 31, 2018 Statutory tax rate 21.0 % 21.0 % 21.0 % 21.0 % State and local taxes, net of U.S. Federal tax benefits 5.8 3.4 7.0 2.9 Nondeductible charges (1) (1.2) (3.7) (1.4) 0.7 Change in fair value of make-whole derivative liability (2) (3.1) (5.4) — — U.S. taxes on foreign income (1.0) (0.4) (0.2) 0.8 Non-U.S. taxes 3.8 1.5 1.2 (1.1) Valuation allowance (3) (0.2) 4.0 — (0.1) Legacy transaction costs (4) — — 6.8 — Interest (0.2) (0.1) — 0.1 Tax credits and deductions 6.9 1.7 0.5 (2.7) Tax impact of earnings repatriation (5) — — — 3.8 Tax contingencies related to uncertain tax positions (4) (0.8) (0.4) (8.2) (0.2) Impact of tax accounting method change (6) — — — (3.6) GILTI tax (8.5) (4.4) — — CARES Act (7) 26.4 — — — Other 1.5 0.3 — 0.3 Effective tax rate 50.4 % 17.5 % 26.7 % 21.9 % (1) The impact for 2020 reflects non-deductible transaction costs associated with our Initial Public Offering in July 2020. The impact for the 2019 Successor and Predecessor periods reflects non-deductible transaction costs associated with the Take-Private Transaction. (2) The impact was due to the non-deductible mark to market expense for tax purposes. The change in fair value of make-whole derivative liability expense was associated with the make-whole provision liability for the Series A Preferred Stock. (3) The impact for the recognition of deferred tax assets for net operating losses. (4) The impact for the Predecessor period from January 1 to February 8, 2019 was primarily related to deductible legacy transaction costs incurred in predecessor historical periods. (5) The impact was due to the mandatory one-time tax on undistributed earnings from our non-U.S. subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act ("2017 Act") in December 2017, which included a provisional charge in 2017 and measurement period adjustments in 2018 to finalize the calculation consistent with the guidance in SAB 118. (6) The impact was due to a U.S. tax accounting method change approved by the Internal Revenue Service in April 2018. (7) The impact was due to the CARES Act which was signed into law on March 27, 2020. Among other provisions, the law provides that net operating losses arising in a tax year beginning in 2018, 2019, or 2020 can be carried back five years. Income taxes paid were $122.1 million, $3.3 million, $29.9 million and $57.4 million for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor), the period from January 1 to December 31, 2019 (Successor), and the year ended December 31, 2018 (Predecessor), respectively. Income taxes refunded were $1.2 million, less than $0.1 million, $0.5 million and $2.3 million for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor), the period from January 1 to December 31, 2019 (Successor), and the year ended December 31, 2018 (Predecessor), respectively. Deferred tax assets (liabilities) are comprised of the following: December 31, 2020 2019 Deferred tax assets: Operating losses $ 63.2 $ 68.4 Interest expense carryforward 93.5 62.3 Restructuring costs 2.3 3.9 Bad debts 4.9 3.9 Accrued expenses 9.0 21.0 Capital loss and credit carryforwards 13.8 11.5 Foreign exchange — 2.4 Pension and postretirement benefits 71.2 49.9 ASC 842 - Lease liability 17.6 17.1 Other 9.0 5.0 Total deferred tax assets $ 284.5 $ 245.4 Valuation allowance (35.8) (33.1) Net deferred tax assets $ 248.7 $ 212.3 Deferred tax liabilities: Intangibles $ (1,318.2) $ (1,408.3) Foreign exchange (6.3) — Deferred revenue — (4.1) ASC 842 - ROU asset (15.2) (20.5) Other — (0.3) Total deferred tax liabilities $ (1,339.7) $ (1,433.2) Net deferred tax (liabilities) assets $ (1,091.0) $ (1,220.9) On December 22, 2017, the Tax Cuts and Jobs Act (the “2017 Act”) was signed into law in the U.S. Among other significant changes, the 2017 Tax Act reduced the statutory federal income tax rate for U.S. corporate taxpayers from a maximum of 35 percent to 21 percent and required the deemed repatriation of foreign earnings not previously subject to U.S. taxation. As a result of the enactment of the 2017 Act, we no longer assert indefinite reinvestment for any historical unrepatriated earnings through December 31, 2017. We intend to reinvest indefinitely all earnings from our China and India subsidiaries earned after December 31, 2017 and therefore have not provided for deferred income and foreign withholding taxes related to these jurisdictions. We have federal, state and local, and foreign tax loss carryforwards, the tax effect of which was $63.2 million as of December 31, 2020. Of the $63.2 million, $28.3 million have an indefinite carry-forward period with the remainder of $34.9 million expiring at various times between 2021 and 2040. Additionally, we have non-U.S. capital loss carryforwards. The associated tax effect was $10.0 million and $8.7 million as of December 31, 2020 and 2019, respectively. We have established valuation allowances against certain U.S. state and non-U.S. net operating losses and capital loss carryforwards in the amounts of $35.2 million and $32.8 million as of December 31, 2020 and 2019, respectively. In our opinion, certain U.S. state and non-U.S. net operating losses and capital loss carryforwards are more likely than not to expire before we can utilize them. 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 2017. In state and local jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2017. In foreign jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2014. The following is a reconciliation of the gross unrecognized tax benefits: Predecessor: Gross unrecognized tax benefits as of January 1, 2018 $ 7.7 Additions for prior years ’ tax positions 1.7 Additions for current year’s tax positions 0.9 Settlements with taxing authority (1.8) Reduction due to expired statute of limitations (1) (3.1) Gross unrecognized tax benefits as of December 31, 2018 $ 5.4 Additions for current year’s tax positions 8.9 Gross unrecognized tax benefits as of February 7, 2019 $ 14.3 Successor: Gross unrecognized tax benefits as of January 1, 2019 $ — Impact of purchase accounting 14.3 Additions for current year ’ s tax positions 5.3 Settlements with taxing authority (1.6) Reduction in prior years ’ tax positions (0.1) Reduction due to expired statute of limitations (2) (0.8) Gross unrecognized tax benefits as of December 31, 2019 $ 17.1 Additions for current year ’ s tax positions 2.3 Increase in prior years ’ tax positions 0.3 Reduction due to expired statute of limitations (3) (0.8) Gross unrecognized tax benefits as of December 31, 2020 $ 18.9 (1) The decrease was primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2014 tax year. (2) The decrease was primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2015 tax year. (3) The decrease was primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2016 tax year. The amount of gross unrecognized tax benefits of the $18.9 million that, if recognized, would impact the effective tax rate is $18.3 million, net of tax benefits. We recognize accrued interest expense related to unrecognized tax benefits in the Provision (Benefit) for Income Taxes line in the consolidated statement of operations and comprehensive income (loss). The total amount of interest expense, net of tax benefits, recognized for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor), the period from January 1 to December 31, 2019 (Successor), and the year ended December 31, 2018 (Predecessor) was $0.6 million, $0.1 million, $0.3 million and $0.2 million, respectively. The total amount of accrued interest as of December 31, 2020 and 2019 was $0.7 million and $0.3 million, respectively. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits Through June 30, 2007, we offered coverage to substantially all of our U.S. based employees under a defined benefit plan called The Dun & Bradstreet Corporation Retirement Account (“U.S. Qualified Plan”). Prior to that time, the U.S. Qualified Plan covered active and retired employees. The benefits to be paid upon retirement were based on a percentage of the employee’s annual compensation. The percentage of compensation allocated annually to a retirement account ranged from 3% to 12.5% based on age and years of service. Amounts allocated under the U.S. Qualified Plan receive interest credits based on the 30-year Treasury rate or equivalent rate published by the Internal Revenue Service. Pension costs are determined actuarially and are funded in accordance with the Internal Revenue Code. Effective June 30, 2007, we amended the U.S. Qualified Plan. Any pension benefit that had been accrued through such date under the plan was “frozen” at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan. Our employees in certain of our international operations are also provided with retirement benefits through defined benefit plans, representing the remaining balance of our pension obligations. Prior to February 7, 2019, we also maintained supplemental and excess plans in the United States (“U.S. Non-Qualified Plans”) to provide additional retirement benefits to certain key employees of the Company. These plans were unfunded, pay-as-you-go plans. In connection with the Take‑Private Transaction, a change in control was triggered for a portion of our U.S. Non‑Qualified Plans upon the shareholder approval of the Take‑Private Transaction on November 7, 2018 and a settlement payment of $190.5 million was made in January 2019. For the remainder of the U.S. Non‑Qualified Plans, a change in control was triggered upon the close of the Take‑Private Transaction on February 8, 2019 and a settlement payment of $105.9 million was made in March 2019, effectively settling our U.S. Non‑Qualified Plan obligation. Prior to January 1, 2019, we also provided various health care benefits for eligible retirees. Postretirement benefit costs and obligations are determined actuarially. The Company made multiple plan amendments since 2014 and as a result, effective January 1, 2019, the pre-65 health plan was terminated and the post-65 health plan is closed to new participants. In addition, we closed our retiree life insurance plan to new participants, effective January 1, 2019. Certain of our non-U.S. based employees receive postretirement benefits through government-sponsored or administered programs. We use an annual measurement date of December 31 for our U.S. and Canada plans and November 30 for all other non-U.S. plans. Benefit Obligation and Plan Assets The following table sets forth the changes in our benefit obligations and plan assets for our pension and postretirement plans. The table also presents the line items in the consolidated balance sheet where the related assets and liabilities are recorded: Pension Plans Postretirement Benefit Obligations Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, Change in Benefit Obligation: Benefit obligation at the beginning of the period $ (1,762.4) $ — $ (1,897.2) $ (2.0) $ — $ (5.3) Take-Private Transaction assumed benefit obligation — (1,790.8) — — (5.6) — Service cost (1.7) (1.4) (0.3) — — — Interest cost (42.2) (46.7) (6.8) — (0.1) — Benefits paid 86.6 187.6 198.9 0.8 0.7 0.1 Plan amendment — — — — 3.0 — Settlement 7.5 — — — — — Plan participant contributions (0.1) (0.2) — (0.1) (0.1) — Actuarial (loss) gain (162.5) (111.2) (80.5) (0.3) 0.1 (0.4) Effect of changes in foreign currency exchange rates (11.1) 0.3 (4.9) — — — Benefit obligation at the end of the period $ (1,885.9) $ (1,762.4) $ (1,790.8) $ (1.6) $ (2.0) $ (5.6) Change in Plan Assets: Fair value of plan assets at the beginning of the period $ 1,572.9 $ — $ 1,413.1 $ — $ — $ — Take-Private Transaction acquired plan assets — 1,477.3 — — — — Actual return on plan assets 109.6 169.5 67.3 — — — Employer contributions 5.1 113.5 191.0 0.7 0.6 0.1 Plan participant contributions 0.1 0.2 — 0.1 0.1 — Benefits paid (86.6) (187.6) (198.9) (0.8) (0.7) (0.1) Settlement (7.5) — — — — — Effect of changes in foreign currency exchange rates 10.5 — 4.8 — — — Fair value of plan assets at the end of the period $ 1,604.1 $ 1,572.9 $ 1,477.3 $ — $ — $ — Net funded status of plan $ (281.8) $ (189.5) $ (313.5) $ (1.6) $ (2.0) $ (5.6) Pension Plans Postretirement Benefit Obligations December 31, December 31, December 31, December 31, Amounts recorded in the consolidated balance sheets: Prepaid pension costs $ 4.3 $ 9.9 $ — $ — Short-term pension and postretirement benefits (0.4) (0.3) (0.2) (0.4) Long-term pension and postretirement benefits (285.7) (199.1) (1.4) (1.6) Net amount recognized $ (281.8) $ (189.5) $ (1.6) $ (2.0) Accumulated benefit obligation $ 1,878.7 $ 1,755.8 N/A N/A Amount recognized in accumulated other comprehensive loss consists of: Actuarial loss (gain) $ 164.2 $ 24.3 $ 0.2 $ (0.2) Prior service cost (credit) 0.5 — (2.6) (3.1) Total amount recognized - pretax $ 164.7 $ 24.3 $ (2.4) $ (3.3) The above actuarial loss (gain) and prior service cost and credit represent the cumulative effect of demographic, investment experience and plan amendment, as well as assumption changes that have been made in measuring the plans’ liabilities. In connection with the Take‑Private Transaction, we have remeasured our global pension and postretirement plans on February 8, 2019 in accordance with the guidance within ASC 805, “Business Combinations” and ASC 715, “Compensation - Retirement Benefits,” to recognize as part of the Take‑Private Transaction an asset or a liability representing the funded status of each of the plans. The unrecognized actuarial losses or gains and unrecognized prior service credits were set to zero as of February 8, 2019 as a result of purchase accounting. In addition, we provide retirement benefits to certain former executives. At December 31, 2020 and 2019, the associated obligations were $6.9 million and $6.1 million, respectively, of which $6.3 million and $5.9 million, respectively, were also reflected within "Long-term pension and postretirement benefits." The actuarial gain or loss, to the extent it exceeds the greater of 10% of the projected benefit obligation or market-related value of plan assets, will be amortized into expense each year on a straight-line and plan-by-plan basis, over the remaining expected future working lifetime of active participants or the average remaining life expectancy of the participants if all or almost all of the plan participants are inactive. Currently, the amortization periods range from six six For the year ended December 31, 2020 (Successor) significant changes in the pension projected benefit obligation include an actuarial loss of $162.5 million of which approximately $167 million loss was attributable to the change in discount rates, approximately $12 million gain resulting from the updates to the assumed cash balance conversion interest rates for our U.S. plan and approximately $11 million gain due to the change in mortality assumptions. For the period from January 1, 2019 to December 31, 2019 (Successor), significant changes in the pension projected benefit obligation include an actuarial loss of $111.2 million of which approximately $151 million loss was attributable to the change in discount rates, approximately $43 million gain due to a change in the mortality assumption from RP-2014 projected generationally with MP-2018 to PRI-2012 projected generationally with MP-2019, approximately $19 million gain attributable the updates to the assumed cash balance conversion interest rates and the cash balance interest crediting rate and approximately $17 million loss due to a change assumed benefit commencement rates for terminated vested participants made as a result of an experience study. For the period from January 1, 2019 to February 7, 2019 (Predecessor), significant changes in the pension projected benefit obligation include an actuarial loss of $80.5 million, of which approximately $53 million loss attributable to the change in discount rates, approximately $22 million loss attributable to assumption changes required by the change in control provision in connection with the Take-Private Transaction and approximately $10 million gain attributable to the updates to the assumed cash balance conversion interest rates and the cash balance interest crediting rate. Underfunded or Unfunded Accumulated Benefit Obligations At December 31, 2020 and December 31, 2019, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation were as follows: 2020 2019 Accumulated benefit obligation $ 1,852.3 $ 1,437.9 Fair value of plan assets 1,572.2 1,240.0 Unfunded accumulated benefit obligation $ 280.1 $ 197.9 Projected benefit obligation $ 1,858.2 $ 1,439.5 The underfunded or unfunded accumulated benefit obligations at December 31, 2020 consisted of $268.7 million and $11.4 million related to our U.S. Qualified Plan and non-U.S. defined benefit plans, respectively. The underfunded or unfunded accumulated benefit obligations at December 31, 2019 consisted of $190.4 million and $7.5 million related to our U.S. Qualified Plan and non-U.S. defined benefit plans, respectively. Net Periodic Pension Cost 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 Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Components of net periodic cost (income): Service cost $ 1.7 $ 1.4 $ 0.3 $ 3.7 $ — $ — $ — $ 0.5 Interest cost 42.2 46.7 6.8 57.2 — 0.1 — 0.3 Expected return on plan assets (87.7) (82.7) (10.6) (96.4) — — — — Amortization of Prior Service Cost (Credit) — — — 0.2 (0.4) — (0.1) (0.3) Recognized actuarial loss (gain) — — 4.0 42.5 — — (0.1) (1.5) Net periodic cost (income) $ (43.8) $ (34.6) $ 0.5 $ 7.2 $ (0.4) $ 0.1 $ (0.2) $ (1.0) We incurred settlement charges of $0.6 million, $85.8 million and $0.4 million for the year ended December 31, 2020 (Successor), for the period from January 1, 2019 to February 7, 2019 (Predecessor) and for the year ended December 31, 2018 (Predecessor), respectively. Settlement charges for the period from January 1, 2019 to February 7, 2019 (Predecessor) was due to the settlement of a portion of our U.S. Non-Qualified plans triggered by the shareholder approval of the Take-Private Transaction. The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income (Loss): Pension Plans Postretirement Benefit Obligations Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial (loss) gain arising during the year, before tax benefit (expense) of $34.6 and $6.1 for the year ended December 31, 2020 and period from February 8 to December 31, 2019, respectively, and $15.7 in 2018 (1) $ (139.9) $ (24.3) $ — $ (71.7) $ (0.4) $ 0.2 $ — $ (0.1) Prior service credit (cost) arising during the year, before tax benefit (expense) of $0.1 and $(0.8) for the year ended December 31, 2020 and period from February 8 to December 31, 2019, respectively, and $(1.2) in 2018 (1) $ (0.5) $ — $ — $ (4.0) $ (0.1) $ 3.1 $ — $ 9.8 Less: Amortization of actuarial (loss) gain, before tax benefit (expense) of $(22.2) for the period from January 1 to February 7, 2019, and $(9.0) in 2018 (2) $ — $ — $ (87.7) $ (42.5) $ — $ — $ 0.1 $ 1.5 Amortization of prior service (cost) credit, before tax benefit (expense) of $(0.1) for the year ended December 31, 2020 $ — $ — $ — $ (0.2) $ 0.4 $ — $ 0.1 $ 0.3 (1) In connection with the Take-Private Transaction, we have remeasured our global pension and postretirement plans on February 8, 2019 in accordance with the guidance within ASC 805 and ASC 715 to recognize as part of the transaction an asset or a liability representing the funded status of each of the plans. The unrecognized actuarial losses or gains were set to zero as of February 8, 2019 as a result of purchase accounting. (2) For the period from January 1 to February 7, 2019, amortization of actuarial loss included the impact of the settlement charge related to the U.S. Non-Qualified plans. We apply the long-term expected rate of return assumption to the market-related value of assets to calculate the expected return on plan assets, which is a major component of our annual net periodic pension expense. The market-related value of assets recognizes short-term fluctuations in the fair value of assets over a period of five years, using a straight-line amortization basis. The methodology has been utilized to reduce the effect of short-term market fluctuations on the net periodic pension cost. Since the market-related value of assets recognizes gains or losses over a five Assumptions The following table sets forth the significant weighted-average assumptions we used to determine the projected benefit obligation and the periodic benefit cost: Pension Plans Postretirement Benefit Obligations Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Discount rate for determining projected benefit obligation at December 31 2.00 % 2.79 % 3.57 % 3.86 % 1.20 % 2.35 % 3.64 % 3.88 % Discount rate in effect for determining service cost 2.11 % 3.11 % 3.16 % 2.99 % N/A N/A N/A 3.15 % Discount rate in effect for determining interest cost 2.48 % 3.29 % 3.51 % 2.90 % 2.10 % 3.25 % 3.52 % 2.85 % Weighted average expected long-term return on plan assets 6.19 % 6.72 % 6.56 % 6.72 % N/A N/A N/A N/A Rate of compensation increase for determining projected benefit obligation at December 31 3.00 % 3.00 % 3.00 % 2.99 % N/A N/A N/A N/A Rate of compensation increase for determining net pension cost 3.00 % 3.07 % 3.04 % 6.10 % N/A N/A N/A N/A The expected long-term rate of return assumption was 6.50% for 2020 and 7.00% for each of 2019 and 2018 for the U.S. Qualified Plan, our principal pension plan. This assumption is based on the plan’s target asset allocation. The expected long-term rate of return assumption reflects long-term capital market return forecasts for the asset classes employed, assumed excess returns from active management within each asset class, the portion of plan assets that are actively managed, and periodic rebalancing back to target allocations. Current market factors such as inflation and interest rates are evaluated before the long-term capital market assumptions are determined. In addition, peer data and historical returns are reviewed to check for reasonableness. Although we review our expected long-term rate of return assumption annually, our plan performance in any one particular year does not, by itself, significantly influence our evaluation. Our assumption is generally not revised unless there is a fundamental change in one of the factors upon which it is based, such as the target asset allocation or long-term capital market return forecasts. We use discount rates to measure the present value of pension plan obligations and postretirement health care obligations at year-end, as well as, to calculate next year’s pension income or cost. It is derived by using a yield curve approach which matches projected plan benefit payment streams with bond portfolios reflecting actual liability duration unique to the plans. The rate is adjusted at each remeasurement date, based on the factors noted above. We measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows (“Spot Rate Approach”). We believe the approach provides a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and their corresponding spot rates on the yield curve. For the mortality assumption we used PRI 2012 mortality table (“PRI-2012”) for our U.S. plans at December 31, 2020 and 2019, together with mortality improvement projection scales MP-2020 and MP-2019, respectively. Plan Assets (U.S. Qualified Plan and non-U.S. pension plans) The investment objective for our principal plan, the U.S. Qualified Plan, is to achieve over the investment horizon a long-term total return, which at least matches our expected long-term rate of return assumption while maintaining a prudent level of portfolio risk. We emphasize long-term growth of principal while avoiding excessive risk so as to use plan asset returns to help finance pension obligations, thus improving our plan’s funded status. We predominantly invest in assets that can be sold readily and efficiently to ensure our ability to reasonably meet expected cash flow requirements. We define our primary risk concern to be the plan’s funded status volatility and to a lesser extent total plan return volatility. Understanding that risk is present in all types of assets and investment styles, we acknowledge that some risk is necessary to produce long-term investment results that are sufficient to meet the plan’s objectives. However, we monitor and ensure that the investment strategies we employ make reasonable efforts to maximize returns while controlling for risk parameters. Investment risk is also controlled through diversification among multiple asset classes, managers, investment styles and periodic rebalancing toward asset allocation targets. Risk is further controlled at the investment strategy level by requiring underlying managers to follow formal written investment guidelines which enumerate eligible securities, maximum portfolio concentration limits, excess return and tracking error targets as well as other relevant portfolio constraints. Investment results and risk are measured and monitored on an ongoing basis and quarterly investment reviews are conducted. The plan assets are primarily invested in funds offered and managed by Aon Hewitt Investment Consulting. Our plan assets are currently invested mainly in funds overseen by our delegated manager using manager of manager funds which are a combination of both active and passive (indexed) investment strategies. The plan’s return seeking assets include equity securities that are diversified across U.S. and non-U.S. stocks, including emerging market equities, in order to further reduce risk at the total plan level. Additional diversification in return seeking assets is achieved by using multi-asset credit, real estate and hedge fund of funds strategies. A portion of the plan assets are invested in a liability hedging portfolio to reduce funded status volatility and reduce overall risk for the plan. The portfolio uses manager of manager funds that are diversified principally among securities issued or guaranteed by the U.S. government or its agencies, mortgage-backed securities, including collateralized mortgage obligations, corporate debt obligations and dollar-denominated obligations issued in the U.S. by non-U.S. banks and corporations. We have formally identified the primary objective for each asset class within our plan. U.S. equities are held for their long-term capital appreciation and dividend income, which is expected to exceed the rate of inflation. Non-U.S. equities are held for their long-term capital appreciation, as well as diversification relative to U.S. equities and other asset classes. Multi-asset credit, real estate and hedge fund of funds further diversifies the return-seeking assets with reduced correlation due to different return expectations and flows. These diversifying asset classes also provide a hedge against unexpected inflation. Liability hedging assets are held to reduce overall plan volatility and as a source of current income. Additionally, they are designed to provide a hedge relative to the interest rate sensitivity of the plan’s liabilities. Cash is held only to meet liquidity requirements. Investment Valuation Our pension plan assets are measured at fair value in accordance with ASC 820, “Fair Value Measurement and Disclosures.” ASC 820 defines fair value and establishes a framework for measuring fair value under current accounting pronouncements. See Note 1 to our consolidated financial statements for further detail on fair value measurement. The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. A financial instrument’s level or categorization within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Aon Hewitt Collective Trust Investment Funds Aon Hewitt Collective Trust Funds are offered under the Aon Hewitt Collective Trust and their units are valued at the reported Net Asset Value ("NAV"). Some Funds are within Level 1 of the valuation hierarchy as the NAV is determined and published daily and are the basis for current transactions, while other Funds do not publish a daily NAV, therefore, are excluded from the fair value hierarchy. • Equity funds’ investment objectives are to achieve long-term growth of capital by investing diversified portfolio of primarily U.S. and non-U.S. equity securities and approximate as closely as practicable the total return of the S&P 500® and global stock indices. • Fixed income funds’ investment objectives are to seek current income and capital appreciation by investing in a diversified portfolio of domestic and foreign debt securities, government obligations and bond funds with various durations. • Real estate funds’ investment objective is to achieve a return by investing primarily in securities of U.S. and foreign real estate investment trusts, real estate operating companies and other companies that principally engaged in the real estate industry or derive at least 50% of their revenues or earnings owning, operating, developing and /or managing real estate. Aon Alternative Investment Funds These investments are valued at the reported NAV; however, these investments do not publish a daily NAV, therefore, are excluded from the fair value hierarchy. The Aon Private Credit Opportunities Fund is established as a fund-of-funds for investors seeking exposure to a diversified portfolio of private credit investments by allocating to a select pool of United States and European-based private credit funds. The Aon Liquid Alternatives Fund LTD Class A seeks to generate consistent long-term capital appreciation, it is also concerned with preservation of capital. The Fund diversifies its holdings among a number of Managers that collectively implement a range of alternative investment strategies. The Aon Opportunistic Alternatives SP Shareholder Summary Class A’s investment objective is to generate attractive returns over a full market cycle by investing in a range of alternative investment opportunities with sources of return that have a low correlation to the broader financial markets, while also seeking to preserve capital under the direction of the Investment Manager. The Aon Opportunistic Credit Portfolio SP is a segregated portfolio of Aon Alternatives Fund SPC, a Cayman Islands exempted company registered as a segregated portfolio company. The Portfolio’s investment objective is to seek to generate attractive returns by investing in a range of credit opportunities. Aon Hewitt Group Trust Funds All Aon Hewitt Collective Trust Funds are offered under the Aon Hewitt Collective Trust and their units are valued at the reported NAV. They are within Level 1 of the valuation hierarchy as the NAV is determined and published daily, and are the basis for current transactions of the units based on the published NAV. During 2020 the assets in the Aon Hewitt Group Trust Funds were transferred to Aon Hewitt Collective Trust Investment Funds. • Equity funds’ investment objectives are to achieve long-term growth of capital by investing diversified portfolio of primarily U.S. and non-U.S. equity securities and approximate as closely as practicable the total return of the S&P 500® and global stock indices. • Fixed income funds’ investment objectives are to seek current income and capital appreciation by investing in a diversified portfolio of domestic and foreign debt securities, government obligations and bond funds with various durations. • Real estate funds’ investment objective is to achieve high total return, consisting of capital appreciation and current income. Short-Term Investment Funds (STIF) These investments include cash, bank notes, corporate notes, government bills and various short-term debt instruments. The investment objective is to provide safety of principal and daily liquidity by investing in high quality money market instruments. They are valued at the reported NAV and within Level 1 of the valuation hierarchy as the NAV is determined and published daily, and are the basis for current transactions of the units based on the published NAV. The Venture Capital Fund The Fund is structured as a conventional, private venture capital firm. The Fund will target investments that are in early-stage technology companies. The Fund expects to invest in seed stage development companies, principally in the software and technology-enabled businesses sector. It is classified as other investments measured at the NAV and is excluded from the fair value hierarchy. The U.S. Qualified Plan has an additional unfunded commitment of $0.3 million to the Equity Fund included in the Aon Hewitt Collective Trust Investment Funds at December 31, 2020, and $19.9 million and $0.9 million to the Venture Capital Funds at December 31, 2020 and 2019, respectively. There were no transfers among the levels of the fair value hierarchy during the years ended December 31, 2020 and 2019. The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its 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 fair value measurement at the reporting date. The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2020 (Successor): Asset category Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs Significant Unobservable Inputs Total Short-term investment funds $ 21.2 $ — $ — $ 21.2 Aon Hewitt Collective Trust Investment Funds: Equity funds $ 448.5 $ — $ — $ 448.5 Fixed income funds 475.3 — — 475.3 Real estate funds 6.8 — — 6.8 Total Aon Hewitt Collective Trust Investment Funds $ 930.6 $ — $ — $ 930.6 Total $ 951.8 $ — $ — $ 951.8 Other Investments Measured at Net Asset Value Aon Hewitt Collective Investment Trust Funds $ 147.5 Aon Alternative Investment Funds: Fixed income funds 137.3 Venture Capital Fund 4.7 Other Non-U.S. commingled equity and fixed income 362.9 Total other investments measured at net asset value $ 504.9 Total investments at fair value $ 1,604.2 The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2019 (Successor): Asset category Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs Significant Unobservable Inputs Total Short-Term investment funds $ 16.1 $ — $ — $ 16.1 Aon Hewitt Collective Trust Funds: Equity funds $ 450.8 $ — $ — $ 450.8 Fixed income funds 565.4 — — 565.4 Real estate funds 76.1 — — 76.1 Total Aon Hewitt Trust Funds $ 1,092.3 $ — $ — $ 1,092.3 Total $ 1,108.4 $ — $ — $ 1,108.4 Other Investments Measured at Net Asset Value Aon Alternative Investment Funds: Fixed income funds $ 127.4 Venture Capital Fund 3.9 Other Non-U.S. commingled equity and fixed income 333.2 Total other investments measured at net asset value $ 464.5 Total investments at fair value $ 1,572.9 Allocations We employ a total return investment approach in which a mix of equity, debt and alternative (e.g., real estate) investments is used to achieve a competitive long-term rate of return on plan assets at a prudent level of risk. Our weighted average plan target asset allocation is 61% return-seeking assets (range of 50% to 70%) and 39% liability-hedging assets (range of 30% to 50%). The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans: Asset Allocations Target Asset Allocations December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Return-Seeking assets 58 % 59 % 56 % 56 % Liability-Hedging assets 42 % 41 % 44 % 44 % Total 100 % 100 % 100 % 100 % Contributions and Benefit Payments We expect to contribute $2.3 million to our non-U.S. pension plans and $0.3 million to our postretirement benefit plan in 2021. We did not make contributions in 2020 and do not expect to make any required contributions to the U.S. Qualified Plan in 2021 for the 2020 plan year based on the minimum funding requirements as defined in the Pension Protection Act of 2006 as amended. Final funding requirements for 2020 will be determined based on our January 2021 funding actuarial valuation. The following table summarizes expected benefit payments from our pension plans and postretirement plans through 2030. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions: Pension Plans Postretirement Benefit Plans 2021 $ 96.0 $ 0.3 2022 $ 97.4 $ 0.2 2023 $ 99.3 $ 0.2 2024 $ 100.3 $ 0.2 2025 $ 101.1 $ 0.2 2026 - 2030 $ 510.2 $ 0.6 Health Care Benefits The following table presents healthcare trend assumptions used to determine the year end benefit obligation: 2020 2019 Medical (1) 5.3 % 5.3 % Prescription drug (1) 8.5 % 8.0 % (1) The rates are assumed to decrease to 5.0% in 2026 and remain at that level thereafter. 401(k) Plan We have a 401(k) Plan covering substantially all U.S. employees that provides for employee salary deferral contribution and employer contributions. Employees may contribute up to 50% of their pay on a pre-tax basis subject to IRS limitations. In addition, employees with age 50 or older are allowed to contribute additional pre-tax “catch-up” contributions. In addition, the Company matches up to 50% of seven percent (7%) of a team member’s eligible compensation, subject to certain 401(k) Plan limitations. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The following tables set forth the components of our stock-based compensation and expected tax benefit for years ended 2020, 2019 and 2018 related to the plans in effect during the respective year: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Stock-based compensation expense: Restricted stock and restricted stock units $ 3.1 $ — $ 11.7 $ 9.6 Stock options 23.0 — — — Incentive units 19.0 11.7 — — Employee stock purchase plan ("ESPP") — — — 1.2 Total compensation expense $ 45.1 $ 11.7 $ 11.7 $ 10.8 In connection with the Take-Private Transaction on February 8, 2019, all outstanding stock options and restricted stock units, whether vested or unvested, were cancelled and converted into the right to receive $145 in cash per share, less any applicable exercise price. As a result, an expense of $10.4 million was included in the Predecessor’s net earnings for the period from January 1, 2019 to February 7, 2019 in connection with the acceleration of the vesting of the outstanding grants. In addition, we recorded $56.3 million related to incentive units granted to certain investors for the period from January 1 to December 31, 2019 (Successor). See further discussion below. Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Expected tax benefit: Restricted stock and restricted stock units $ 0.5 $ — $ — $ 2.3 Stock options 5.9 — — — Total compensation expense $ 6.4 $ — $ — $ 2.3 2020 Omnibus Incentive Plan In connection with the IPO completed on July 6, 2020, we adopted the Dun & Bradstreet 2020 Omnibus Incentive Plan (the “Plan”). Under the Plan, we are authorized to issue up to 40,000,000 shares of the Company’s common stock in the form of stock-based awards, such as, but not limited to, restricted stock, restricted stock units ("RSUs") and stock options. As of December 31, 2020, a total of 31,647,101 shares of our common stock were available for future grants under the Plan. The following table summarizes the restricted stock, restricted stock units and stock options granted in 2020: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting Criteria Restricted Stock & RSU's: (1) August 12, 2020 75,378 $25.87 1.0 Service August 12, 2020 220,335 $25.87 2.6 Service August 12, 2020 205,546 $25.87 1.7 Service November 6, 2020 184,672 $26.13 3.0 Service November 9, 2020 9,568 $25.88 3.0 Service December 1, 2020 7,400 $27.03 3.0 Service Stock Options: June 30, 2020 (2) 4,160,000 $4.80 0.0 N/A June 30, 2020 (3) 3,840,000 $5.19 3.0 Service (1) Employee awards generally vest ratably over three years and director awards vest 100% after one year. (2) Awards were granted in connection with the IPO and fully vested at time of grant. See Note 19, "Related Parties" for further discussion. (3) Awards vest ratably over three years in annual installments, commencing on the first anniversary of the grant date. The following tables summarize the restricted stock, RSU's and stock options activity in 2020: Restricted Stock & RSU's Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2020 — $— Granted (4) 702,899 $25.95 Forfeited — $— Vested — $— Balances, December 31, 2020 702,899 $25.95 1.3 $17.5 (4) Included in the RSU's granted during the period is the conversion of 205,546 phantom units. Stock Options Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2020 — $— Granted 8,000,000 $22.00 Forfeited (350,000) $22.00 Vested — $— Balances, December 31, 2020 7,650,000 $22.00 6.5 $22.2 Expected to vest as of December 31, 2020 3,490,000 $22.00 6.5 $10.1 Exercisable as of December 31, 2020 4,160,000 $22.00 6.5 $12.1 As of December 31, 2020, total unrecognized compensation cost related to non-vested restricted shares was $13.0 million, which is expected to be recognized over a weighted average period of 2.0 years. As of December 31, 2020, total unrecognized compensation cost related to stock options was $15.1 million, which is expected to be recognized over a weighted average period of 2.5 years. We accounted for stock-based compensation based on grant date fair value. For restricted stock, grant date fair value was based on the closing price of our stock on the date of grant. For stock options, we estimated the grant date fair value using the Black-Scholes valuation model. The assumptions for the Black-Scholes valuation model related to stock options granted during the year ended December 31, 2020 are set forth in the following table: Weighted Average Assumptions Expected Stock Price Volatility 28 % Expected Dividend Yield 0.0 % Expected Life of Option (in years) 3.98 Risk-Free Interest Rate 0.23 % Black Scholes Value $4.99 Exercise Price $22.00 Expected stock price volatility was derived from the historical volatility of companies in our peer group. The risk-free interest rate assumption corresponds to the time to liquidity assumption and is based on the U.S. Treasury yield curve in effect at the time. Employee Stock Purchase Plan ("ESPP") Effective December 2020, we adopted the Dun & Bradstreet Holdings, Inc. Employee Stock Purchase Plan that allows eligible employees to voluntarily make after-tax contributions ranging from 3% to 15% of eligible earnings. The Company contributes varying matching amounts to employees, as specified in the plan document, after a one year holding period. During the holding period, ESPP purchased shares are not eligible for sale or broker transfer. No purchases were made under this program during 2020. The first purchases for this program will begin in January 2021. Incentive Units Program Subsequent to the closing of the Take-Private Transaction, the Star Parent, L.P.’s long-term incentive plans were authorized to issue up to 19,629.25045 Class C incentive units ("profits interest") or phantom units to eligible key employees, directors and consultants of The Dun & Bradstreet Corporation. At December 31, 2019 (Successor), 18,443.42000 incentive units and 249.10000 phantom units were issued and outstanding. These units vest ratably over a three three In addition, the Company issued 6,817.74280 Class B units and 15,867.80780 Class C units to certain investors, which vested immediately. We recognized an expense of $56.3 million related to these incentive units during the period from January 1, 2019 to December 31, 2019 (Successor). The following table sets forth the profits interest units granted subsequent to the Take-Private Transaction during the 2019 Successor period: Units Granted During Quarter Ended Number of Units Granted Weighted Average Exercise Price Weighted Average Fair Value of Underlying Share Weighted Average Fair Value Per Unit March 31, 2019 32,987.0078 $10,329.70 $10,000.00 $2,449.59 June 30, 2019 1,726.5100 $10,329.70 $10,000.00 $2,366.59 September 30, 2019 74.7300 $10,329.70 $10,000.00 $2,198.20 December 31, 2019 198.0500 $10,329.70 $10,000.00 $2,140.61 Total 34,986.2978 $2,443.21 The fair value of the underlying shares was determined contemporaneously with the grants. We determined that the incentive units are equity-classified awards and the compensation expense for these units was calculated by estimating the fair value of each unit at the date of grant. The fair value of each incentive unit was calculated on the date of grant using the Black-Scholes option valuation model. The Company’s stock was not publicly traded when these units were granted. We did not have a history of market prices for the common stock. Thus, estimating grant date fair value required us to make assumptions including stock price, expected time to liquidity, expected volatility and discount for lack of marketability, etc. The weighted average assumptions used to estimate fair value for grants made under the Successor equity-based award program are summarized as follows: Class B Class C Expected Stock Price Volatility 43.9 % 43.9 % Risk-free interest rate 2.43 % 2.40 % Time to liquidity (in years) 3.5 3.4 Expected dividend yield — — Fair Value of units $3,480 $3,332 Discount for lack of marketability 27 % 28 % Adjusted fair value of units $2,540 $2,443 We had determined that the phantom units were liability-classified awards and the initial compensation expense was calculated based on the same grant date fair value applied to the incentive units. We reassessed the fair value of the phantom units and adjusted expense accordingly. The amount associated with these phantom grants was immaterial at December 31, 2019. In connection with the IPO, we converted the 18,245.79 outstanding profits interests of Star Parent, L.P. into 15,055,564 common units of Star Parent, L.P. The common units retain the original time-based vesting schedule and are subject to the same forfeiture terms. Upon settlement, each common unit will be converted into a share of common stock of the Company. The fair value of the common units was not greater than the fair value of the Star Parent, L.P. profits interests immediately prior to the conversion; therefore, no additional compensation expense was recognized. We accelerated the vesting of 1,342,909 common units, held by one of our directors, incurring an acceleration charge of $3.4 million during the year ended December 31, 2020. Subsequent to the IPO, 260,357 unvested common units were forfeited. As of December 31, 2020, there were 14,795,207 common units outstanding, of which 9,730,550 remained unvested. These unvested common units have a total unrecognized compensation cost of $15.0 million, which is expected to be recognized over a weighted average period of 1.5 years. Predecessor Programs Under our Predecessor’s stock incentive plans certain employees and non-employee directors received stock-based awards, such as, but not limited to, restricted stock units, restricted stock and stock options. We also had an ESPP that allowed all eligible employees to purchase shares of our common stock at a discount. See further discussion below included in "Employee Stock Purchase Plan." Restricted Stock Units Our Predecessor’s restricted stock unit programs included both performance-based awards and service-based awards. The performance-based awards had either a market condition or a performance condition. All awards generally contained a service-based condition. The compensation expense for our performance-based awards was recognized on a graded-vesting basis over the requisite service period. The expense for the performance-based awards with market conditions was recognized regardless of whether the market condition was satisfied, provided that the requisite service had been met. The expense for the performance-based awards with performance conditions was initially recognized assuming that the target level of performance would be achieved. Each reporting period we assessed the probability of achieving the performance targets and if necessary adjusted the compensation expense based on this assessment. Final compensation expense recognized would ultimately depend on the actual number of shares earned against the performance condition as well as fulfillment of the requisite service condition. The expense for the awards earned based solely on the fulfillment of the service-based condition was recognized on a straight-line basis over the requisite service periods. Performance-based Restricted Stock Units Prior to 2019, certain employees were granted target awards for restricted stock units that provided for payouts ranging from 0% to 200% of the target awards based on performance against one of the following: • the Company’s stock price appreciation or depreciation over a one two three • the Company’s three • the Company’s three These performance-based Restricted Stock Units were not entitled to received dividend equivalents. For awards based on the Company’s stock price appreciation, we have calculated the fair value on the date of grant using a Monte Carlo simulation model, as these awards contained a market condition. The following table sets forth the weighted average assumptions: 2018 Expected Stock Price Volatility 24 % Expected dividend yield 1.7 % Expected term (in years) 3.0 Risk-free interest rate 2.33 % Fair value of RSUs granted $141.44 Expected stock price volatility was based on a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption was determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result was then annualized and compounded. Expected term was based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. For awards based on the Company’s three 2018 Expected Stock Price Volatility 25 % Expected dividend yield 1.7 % Expected term (in years) 2.8 Risk-free interest rate 2.32 % Fair value of RSUs granted $171.93 Expected stock price volatility was based on historical volatility. The expected dividend yield assumption was determined by dividing the most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result was then annualized and compounded. Expected term was based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. For the awards based on the Company’s three-year revenue compounded annual growth rate, as these awards contained a performance condition, the fair value was calculated by using the average of the high and low prices of our common stock on the date of grant. Certain employees were provided an annual opportunity to receive an award of restricted stock units after the conclusion of the performance year. As these awards were based on the same internal performance goals used in the annual cash incentive plan, they were considered to have a performance condition and the fair value was calculated by using the average of the high and low prices of our common stock on the date of grant. The restricted stock units earned from the restricted stock opportunity were entitled to dividend equivalents, payable only if and when the underlying restricted stock unit vests. Changes in our nonvested performance-based restricted stock units for the period from January 1, 2019 to February 7, 2019 are summarized as follows: Shares Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Performance-based Restricted Stock Units: Nonvested Shares at December 31, 2018 143,236 $122.11 1.3 $20.4 Granted — — Adjustment For Shares Earned Against Target (1) 5,727 $0.00 Vested — — Forfeited (869) $129.33 Shares at February 7, 2019 (2) 148,094 $122.07 $21.5 (1) Represents share adjustment as a result of final and expected performance against specified performance targets. (2) Options were exchanged for rights to receive $145 per share, less applicable exercise price, on February 8, 2019 upon the consummation of the Take-Private Transaction. Total unrecognized compensation expense related to nonvested performance-based restricted stock units at February 7, 2019 was $5.7 million. This expense was accelerated and recognized at the time of the Take-Private Transaction. The weighted average grant date fair value per share of the performance based restricted stock units granted during the year ended December 31, 2018 (Predecessor) was $143.63. Service-based Restricted Stock Units Prior to 2019, the Company issued grants of restricted stock units to certain employees. These grants generally vested over a three five For the service-based restricted stock units, the fair value was calculated by using the average of the high and low prices of our common stock on the date of grant. The service-based restricted stock units were entitled to dividend equivalents, payable only if and when the underlying restricted stock units vest. Changes in our nonvested service-based restricted stock units for the period from January 1, 2019 to February 7, 2019 are summarized as follows: Shares Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Service-based Restricted Stock Units: Nonvested Shares at December 31, 2018 122,757 $111.74 1.1 $17.5 Granted — Vested (1,253) $117.91 Dividend equivalent rights 4,692 Forfeited (869) $121.65 Nonvested Shares at February 7, 2019 (1) 125,327 $112.86 1.0 $18.2 (1) Shares were exchanged for rights to receive $145 per share on February 8, 2019 upon the consummation of the Take-Private Transaction. Total unrecognized compensation expense related to nonvested service-based restricted stock units at February 7, 2019 was $4.6 million. This expense was recognized at the time of the Take-Private Transaction. The weighted average grant date fair value per share of the service-based restricted stock units granted during the year ended December 31, 2018 (Predecessor) was $123.54. The total fair value of all restricted stock units vesting during the period from January 1, 2019 to February 7, 2019 and for the year ended December 31, 2018 was $39.8 million and $19.8 million, respectively. The expected tax benefit associated with the tax deduction from the vesting of restricted stock units totaled $9.5 million and $4.8 million for the period from January 1, 2019 to February 7, 2019 and the year ended December 31, 2018, respectively. Stock Option Programs The fair value of each stock option award was calculated on the date of grant using the Black-Scholes option valuation model that used the following assumptions: An expected stock price volatility that was derived from the historical volatility of our common stock. An expected dividend yield that was determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. The expected term was derived by using a midpoint scenario which combined our historical exercise data with hypothetical exercise data for our unexercised stock options. The risk-free interest rate corresponded to the expected term and was based on the U.S. Treasury yield curve in effect at the time of grant. Changes in stock options for the period from January 1, 2019 to February 7, 2019 are summarized as follows: Shares Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Stock Options: Outstanding at December 31, 2018 55,174 $84.15 3.2 $3.2 Granted — — Exercised — — Forfeited or expired — — Outstanding at February 7, 2019 55,174 $84.15 3.1 $3.4 Exercisable at February 7, 2019 (1) 55,174 $84.15 3.1 $3.4 (1) Options were exchanged for rights to receive $145 per share, less applicable exercise price, on February 8, 2019 upon the consummation of the Take-Private Transaction. Stock options outstanding at December 31, 2018 were originally granted during the years 2008 through 2015 and were exercisable over periods ending no later than 2025. At December 31, 2018, stock options for 55,174 shares of our common stock were exercisable. The total intrinsic value of stock options exercised during the year ended December 31, 2018 was $0.6 million. Cash received from the exercise of Dun & Bradstreet stock options for the year ended December 31, 2018 was $0.7 million. The expected tax benefit associated with the tax deduction from the exercise of stock options totaled $0.1 million for the year ended December 31, 2018. As of December 31, 2018, there was no unrecognized compensation expense as all of our outstanding stock options were fully vested. Employee Stock Purchase Plan Under the Predecessor ESPP, employees could acquire shares of our common stock at semi-annual intervals at a 15% discount and subject to certain limitations set forth in the 2015 ESPP. The purchase price was 85% of the lower of the average of the high and low prices or our Predecessor’s common stock (i) on the first trading day of the offering period or (ii) on the purchase date. Under the 2015 ESPP, we sold 53,785 shares to employees for the year ended December 31, 2018. Expense for ESPP was based on the fair value of the first day of the offering period which was calculated using the Black-Scholes option valuation model that used the weighted average assumptions in the following table: 2018 Expected Stock Price Volatility 22 % Expected dividend yield 1.8 % Expected term (in years) 0.5 Risk-free interest rate 1.96 % Fair value of options granted $24.25 Expected stock price volatility assumption was derived from the historical volatility of our Predecessor’s common stock. The expected dividend yield assumption was determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. The expected term assumption was equal to the six |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) 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. In periods when we report net income, diluted earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period plus the dilutive effect of our outstanding stock incentive awards. For periods when we report a net loss, diluted earnings per share is equal to basic earnings per share, as the impact of our outstanding stock incentive awards is considered to be antidilutive. The following table sets forth the computation of basic and diluted earnings (loss) per share: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (175.6) $ (674.0) $ (75.6) $ 288.1 Weighted average number of shares outstanding-basic 367.1 314.5 37.2 37.1 Weighted average number of shares outstanding-diluted 367.1 314.5 37.2 37.3 Earnings (loss) per share of common stock: Basic $ (0.48) $ (2.14) $ (2.04) $ 7.76 Diluted $ (0.48) $ (2.14) $ (2.04) $ 7.72 Below is a reconciliation of our Successor common stock issued and outstanding: Common shares issued and outstanding as of January 1, 2019 314,494,968 Shares issued — Common shares issued and outstanding as of December 31, 2019 314,494,968 Shares issued in connection with IPO and private placement 108,506,312 Issuance of restricted stock awards 416,851 Common shares issued as of December 31, 2020 423,418,131 Less: treasury shares 465,903 Common shares outstanding as of December 31, 2020 422,952,228 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [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 certain short-term foreign currency denominated loans and 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 is not designated as a hedge or 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 December 31, 2020 and December 31, 2019, 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 and by selection of reputable counterparties. Our trade receivables do not represent a significant concentration of credit risk at December 31, 2020 and December 31, 2019, because we sell to a large number of clients 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 practice 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 consolidated balance sheet. We use interest rate swaps to manage the impact of interest rate changes on our earnings. Under the swap agreements, we 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 6. The swaps are designated and accounted for as cash flow hedges. 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. The notional amount of the interest rate swap was $129.0 million at December 31, 2020 and $214.0 million at December 31, 2019. 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. From time to time, we follow a practice of hedging certain 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 may 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 Singapore 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 consolidated statements of operations and comprehensive income (loss) 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. In prior years, to decrease earnings volatility, we hedged substantially all our intercompany balance positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. Beginning in the third quarter of 2019, certain balance sheet positions were no longer being hedged in order to reduce the volatility of cash flows required to settle these forward contracts. However, starting in the third quarter of 2020, we resumed our practice of hedging substantially all our intercompany balance 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 “Non-operating income (expense) – net” in the consolidated financial statements. In addition, in connection with the acquisition of the Bisnode, we entered into a zero-cost foreign currency collar in November 2020, with a notional amount of SEK 4.8 billion to reduce our foreign currency exposure. Unrealized gain associated with the instrument was $23.5 million at December 31, 2020. We settled the collar on January 8, 2021 with a gain of $21 million upon the close of the Bisnode transaction. As of December 31, 2020 and December 31, 2019, the notional amounts of our foreign exchange contracts were $229.2 million and $152.0 million, respectively. Realized gains and losses associated with these contracts were $18.5 million and $11.5 million, respectively, for the year ended December 31, 2020 (Successor); $16.5 million and $24.4 million, respectively, for the period from January 1 to December 31, 2019 (Successor); and $17.0 million and $24.0 million, respectively, for the year ended December 31, 2018 (Predecessor). Unrealized gains and losses associated with these contracts were $2.5 million and $1.0 million, respectively, at December 31, 2020 (Successor); $1.6 million and $2.6 million, respectively, at December 31, 2019 (Successor); and $0.9 million and $0.5 million, respectively, at December 31, 2018 (Predecessor). Fair Values of Derivative Instruments in the Consolidated Balance Sheets Asset Derivatives Liability Derivatives December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current $ — Other Current $ — Other Accrued & $ 1.0 Other Accrued & $ 1.9 Total Derivatives designated as hedging instruments $ — $ — $ 1.0 $ 1.9 Derivatives not designated as hedging instruments Make-whole derivative liability Other Current Assets $ — Other Current Assets $ — Make-whole derivative liability $ — Make-whole derivative liability $ 172.4 Foreign exchange collar Other Current Assets 23.5 Other Current Assets $ — Foreign exchange forward contracts Other Current 2.5 Other Current 1.6 Other Accrued & 1.0 Other Accrued & 2.6 Total derivatives not designated as hedging instruments $ 26.0 $ 1.6 $ 1.0 $ 175.0 Total Derivatives $ 26.0 $ 1.6 $ 2.0 $ 176.9 The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Amount of Gain or (Loss) Recognized in OCI on Derivative Successor Predecessor Derivatives in Cash Flow Hedging Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Interest Contracts $ 0.9 $ (1.6) $ — $ (0.4) Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Successor Predecessor Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Interest Expense $ (2.8) $ (0.7) $ — $ (0.9) Amount of Gain or (Loss) Recognized in Income on Derivative Successor Predecessor Location of Gain or (Loss) Recognized in Income on Derivative Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Interest Expense $ (2.8) $ (0.7) $ — $ (0.9) Derivatives Not Designated as Hedging Location of Gain or (Loss) Recognized in Amount of Gain (Loss) Recognized in Income on Derivatives Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Make-whole derivative liability Non-Operating Income (Expenses) – Net $ (32.8) $ (172.4) $ — $ — Foreign exchange collar Non-Operating Income (Expenses) – Net $ 23.5 $ — $ — $ — Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ 9.5 $ (11.1) $ 1.8 $ (6.0) 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. The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2020 Assets: Cash equivalents (1) $ 212.3 $ — $ — $ 212.3 Other current assets: Foreign exchange forwards (2) $ — $ 2.5 $ — $ 2.5 Foreign exchange collar (5) $ — $ 23.5 $ — $ 23.5 Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 1.0 $ — $ 1.0 Swap arrangements (3) $ — $ 1.0 $ — $ 1.0 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2019 Assets: Cash equivalents (1) $ 4.1 $ — $ — $ 4.1 Other current assets: Foreign exchange forwards (2) $ — $ 1.6 $ — $ 1.6 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 2.6 $ — $ 2.6 Swap arrangements (3) $ — $ 1.9 $ — $ 1.9 Make-whole derivative liability (4) $ — $ — $ 172.4 $ 172.4 (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. (4) Represents estimated fair value related to the make-whole provision associated with the Series A Preferred Stock based on level III market data. (5) Represents foreign currency collar entered in connection with the acquisition of Bisnode. 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 year ended December 31, 2020 (Successor), the period from January 1, 2019 to December 31, 2019 (Successor), and the period from January 1, 2019 to February 7, 2019 (Predecessor). At December 31, 2020 and December 31, 2019, 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 December 31, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Short-term and Long-term Debt (1) $ 847.2 $ 1,056.1 $ 1,469.1 $ 1,811.8 New Term Loan Facility (2) $ 2,433.9 $ 2,476.2 $ 2,431.7 $ 2,456.3 (1) Includes New Senior Notes (long-term) at December 31, 2020 and New Senior Notes (long-term) and New Repatriation Bridge Facility (short-term) at December 31, 2019. (2) Includes short-term and long-term portions of the New Term Loan Facility. 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 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 and for acquisition accounting in accordance with the guidance in ASC 805 "Business Combinations." |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2020 | |
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 (loss) (“AOCI”): Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Predecessor: Balance, December 31, 2018 $ (235.5) $ (818.3) $ (0.3) $ (1,054.1) Other comprehensive income (loss) before reclassifications 5.7 62.6 (0.1) 68.2 Amounts reclassified from accumulated other comprehensive loss, net of tax — 2.8 — 2.8 Balance, February 7, 2019 $ (229.8) $ (752.9) $ (0.4) $ (983.1) Successor: Balance, January 1, 2019 $ — $ — $ — $ — Other comprehensive income (loss) before reclassifications (6.6) (15.8) (1.6) (24.0) Amounts reclassified from accumulated other comprehensive loss, net of tax — — 0.5 0.5 Balance, December 31, 2019 $ (6.6) $ (15.8) $ (1.1) $ (23.5) Other comprehensive income (loss) before reclassifications 23.3 (106.2) (1.4) (84.3) Amounts reclassified from accumulated other comprehensive loss, net of tax — (0.3) 2.1 1.8 Balance, December 31, 2020 $ 16.7 $ (122.3) $ (0.4) $ (106.0) The following table summarizes the reclassifications out of AOCI: Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Statement Where Net Income (Loss) is Presented Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Defined Benefit Pension Plans: Amortization of prior service costs Other Income (Expense)- Net $ (0.4) $ — $ (0.1) $ — Amortization of actuarial gain/loss Other Income (Expense) - Net — — 3.9 40.9 Derivative Financial Instruments: Interest contracts Interest Expense 2.8 0.7 — 0.9 Total before tax 2.4 0.7 3.8 41.8 Tax benefit (expense) (0.6) (0.2) (1.0) (9.4) Total after tax 1.8 0.5 2.8 32.4 Total reclassifications for the period, net of tax $ 1.8 $ 0.5 $ 2.8 $ 32.4 |
Take-Private Transaction
Take-Private Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Take-Private Transaction | Take-Private Transaction On August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. Investors of Merger Sub believe that Dun & Bradstreet’s strong market position and financial performance can be further reinforced by executing additional growth initiatives and implementing cost saving initiatives. The Take-Private Transaction was funded through $3,076.8 million of cash from the issuance of common and preferred shares, as well as $4,043.0 million borrowings from notes issuance and Credit Facilities (see Note 6 for further discussion). The net proceeds were used to (i) finance the consummation of the Take-Private Transaction, (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing credit facilities, (iii) fund the redemption of all Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. Upon the close of the Take-Private Transaction, each share of common stock of Dun & Bradstreet, formerly publicly-traded under the symbol of “DNB”, was cancelled and converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. In addition, each then-outstanding stock option and restricted stock units of Dun & Bradstreet, whether vested or unvested, was cancelled and converted into the right to receive $145.00 in cash, less applicable exercise price, without interest. On February 8, 2019, as required by the related change in control provision in the following agreements, the Company repaid in full the outstanding borrowings under the then-existing Revolving Five The merger was accounted for in accordance with ASC 805, and the Company was determined to be the accounting acquiror. The Take-Private Transaction was valued at $6,068.7 million of which $5,431.2 million was paid to acquire Dun & Bradstreet’s common stock, including stock options and restricted stock units, based on $145.00 per share and $637.5 million was paid to extinguish the then-existing debt on and following the Take-Private Transaction closing date. Assets and liabilities were recorded at the estimated fair value at the Take-Private Transaction closing date. Transaction costs incurred by the Predecessor of $52.0 million were included in selling and administrative expenses of Predecessor’s results of operations for the period from January 1, 2019 to February 7, 2019. Transaction costs of $147.4 million incurred by Merger Sub were included in selling and administrative expenses of Successor’s results of operations for the period from January 1, 2019 to March 31, 2019. Successor’s accumulated deficit as of December 31, 2018 includes approximately $13 million related to Merger Sub’s transaction costs incurred in 2018. The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The fair value of the customer relationships and partnership agreements intangible assets were 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 attributable to the measured assets. The computer software intangible asset represents our data supply and service platform to deliver customer services and solutions. The fair value of this intangible asset was determined by the cost replacement approach. Trademark intangible asset represents our Dun & Bradstreet brand. Database represents our global proprietary market leading database. We applied the income approach to value trademark and database intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured asset. 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 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, 2019, we have allocated goodwill and intangible assets between our North America and International segments, as well as among reporting units 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. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net reduction of goodwill of $10.0 million during 2019. We have completed the purchase accounting process as of December 31, 2019. The value of the goodwill is primarily related to the expected cost savings and growth opportunity associated with product development. The intangible assets, with useful lives from 8 to 17 years, are being amortized over a weighted-average useful life of 16.5 years. The customer relationship and database intangible assets are amortized using an accelerating method. Computer software and partnership agreements intangible assets are amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets. The goodwill acquired is not deductible for tax purposes. Unaudited Pro Forma Financial Information The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. 2019 2018 Reported revenue (Successor) $ 1,413.9 $ — Dun & Bradstreet pre-acquisition revenue 178.7 1,716.4 Deferred revenue fair value adjustment 134.3 (152.2) Pro forma revenue $ 1,726.9 $ 1,564.2 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (674.0) $ — Dun & Bradstreet pre-acquisition net income (loss) (75.6) 288.1 Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 104.4 (118.3) Incremental amortization of intangibles (15.5) (350.7) Amortization of deferred commissions (2.0) 16.9 Transaction costs 154.9 (114.5) Pension expense adjustment 69.5 38.9 Equity-based compensation adjustment 8.1 — Preferred dividend adjustment (21.8) (128.7) Incremental interest expense and facility cost adjustment (21.9) (215.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (473.9) $ (583.7) (1) The blended statutory tax rate of 22.3% was assumed for 2019 and 2018 for the purpose of pro forma presentation. 2020 Acquisitions On January 7, 2020 we acquired a 100% equity interest in Orb Intelligence (“Orb”) for a purchase price of $11.6 million. Orb Intelligence offers a high quality, global database of information, with a focus on building a digital view of businesses' presence. On March 11, 2020, we acquired substantially all of the assets of coAction.com for a purchase price of $9.6 million, of which $4.8 million was paid upon the close of the transaction and the remaining $4.8 million was paid on September 11, 2020. coAction.com is a leader in revenue cycle management in the Order-to-Cash process, serving mid to large size companies across multiple industries. The acquisitions were accounted for in accordance with ASC 805 “Business Combinations,” as purchase transactions, and accordingly, the assets and liabilities of both entities were recorded at their estimated fair values at the respective dates of the acquisitions. Transaction costs of $0.2 million were included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020 (Successor). We have included the financial results of Orb and coAction.com in our consolidated financial statements since their respective acquisition dates, and the results from each of these companies were not individually or in the aggregate material to our consolidated financial statements. We allocated goodwill and intangible assets to our North America segment and have completed the purchase accounting process as of December 31, 2020. The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.1 0.3 Total current assets 1.0 0.1 1.1 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 0.2 10.9 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.3 $ 21.6 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ 0.1 $ 21.2 The fair value of the customer relationships 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 attributable to the measured assets. The fair value of the technology intangible assets was determined by applying the income approach; specifically, a relief from royalty method. The value of the goodwill is primarily related to the acquired businesses’ capability associated with product development which provides opportunity to expand our products and services offerings as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets. The goodwill acquired is partially deductible for tax purposes. 2019 Acquisition On July 1, 2019, the Company acquired a 100% ownership interest in Lattice Engines, Inc. ("Lattice"). Lattice is an artificial intelligence powered customer data platform, enabling business-to-business (“B2B”) organizations to scale their account-based marketing and sales programs across every channel. The results of Lattice have been included in our consolidated financial statements since the date of acquisition. We have finalized the purchase allocation as of March 31, 2020 and there were no changes compared to the amounts recorded as of December 31, 2019. In connection with the acquisition of Lattice, the Company received capital funding of $100 million from Parent’s partners. The acquisition was accounted for in accordance with ASC 805. The acquisition was valued at $127 million. Transaction costs of $0.6 million were included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019 (Successor). 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 Measurement Period Adjustments Final Purchase Price Allocation Cash $ 0.1 $ — $ 0.1 Accounts receivable 1.9 — 1.9 Other 0.7 — 0.7 Total current assets 2.7 — 2.7 Intangible assets: Customer relationships 11 25.1 (10.6) 14.5 Technology 14 48.0 (0.6) 47.4 Goodwill 43.0 12.2 55.2 Deferred tax asset 18.4 (0.9) 17.5 Other assets 0.7 (0.2) 0.5 Total assets acquired $ 137.9 $ (0.1) $ 137.8 Deferred revenue $ 6.5 $ — $ 6.5 Other liabilities 4.4 (0.1) 4.3 Total liabilities assumed 10.9 (0.1) 10.8 Total purchase price $ 127.0 $ — $ 127.0 The fair value of the client relationships 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 attributable to the measured asset. The technology intangible asset represents Lattice’s premier client data platform to deliver client 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 value of the goodwill is primarily related to Lattice’s capability associated with product development which provides potential growth opportunity in the Sales & Marketing space as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets. The goodwill acquired was not deductible for tax purposes. Unaudited Pro Forma Financial Information The following pro forma statements of operations data presents the combined results of the Company and Lattice, assuming that the acquisition had occurred on January 1, 2018. Successor Predecessor Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Reported revenue $ 1,413.9 $ 178.7 $ 1,716.4 Lattice revenue - pre-acquisition revenue 11.1 2.9 25.1 Add: deferred revenue adjustment 2.4 — (4.8) Total pro forma revenue $ 1,427.4 $ 181.6 $ 1,736.7 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (674.0) $ (75.6) $ 288.1 Pro forma adjustments - net of tax effect Pre-acquisition net loss (19.7) (1.0) (13.1) Intangible amortization - net of tax benefits (1.4) (0.4) (3.6) Deferred revenue adjustment - net of tax benefits 1.8 — (3.6) Transaction costs - net of tax benefits 0.4 — (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (692.9) $ (77.0) $ 267.4 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Take-Private Transaction On August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. Investors of Merger Sub believe that Dun & Bradstreet’s strong market position and financial performance can be further reinforced by executing additional growth initiatives and implementing cost saving initiatives. The Take-Private Transaction was funded through $3,076.8 million of cash from the issuance of common and preferred shares, as well as $4,043.0 million borrowings from notes issuance and Credit Facilities (see Note 6 for further discussion). The net proceeds were used to (i) finance the consummation of the Take-Private Transaction, (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing credit facilities, (iii) fund the redemption of all Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. Upon the close of the Take-Private Transaction, each share of common stock of Dun & Bradstreet, formerly publicly-traded under the symbol of “DNB”, was cancelled and converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. In addition, each then-outstanding stock option and restricted stock units of Dun & Bradstreet, whether vested or unvested, was cancelled and converted into the right to receive $145.00 in cash, less applicable exercise price, without interest. On February 8, 2019, as required by the related change in control provision in the following agreements, the Company repaid in full the outstanding borrowings under the then-existing Revolving Five The merger was accounted for in accordance with ASC 805, and the Company was determined to be the accounting acquiror. The Take-Private Transaction was valued at $6,068.7 million of which $5,431.2 million was paid to acquire Dun & Bradstreet’s common stock, including stock options and restricted stock units, based on $145.00 per share and $637.5 million was paid to extinguish the then-existing debt on and following the Take-Private Transaction closing date. Assets and liabilities were recorded at the estimated fair value at the Take-Private Transaction closing date. Transaction costs incurred by the Predecessor of $52.0 million were included in selling and administrative expenses of Predecessor’s results of operations for the period from January 1, 2019 to February 7, 2019. Transaction costs of $147.4 million incurred by Merger Sub were included in selling and administrative expenses of Successor’s results of operations for the period from January 1, 2019 to March 31, 2019. Successor’s accumulated deficit as of December 31, 2018 includes approximately $13 million related to Merger Sub’s transaction costs incurred in 2018. The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The fair value of the customer relationships and partnership agreements intangible assets were 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 attributable to the measured assets. The computer software intangible asset represents our data supply and service platform to deliver customer services and solutions. The fair value of this intangible asset was determined by the cost replacement approach. Trademark intangible asset represents our Dun & Bradstreet brand. Database represents our global proprietary market leading database. We applied the income approach to value trademark and database intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured asset. 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 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, 2019, we have allocated goodwill and intangible assets between our North America and International segments, as well as among reporting units 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. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net reduction of goodwill of $10.0 million during 2019. We have completed the purchase accounting process as of December 31, 2019. The value of the goodwill is primarily related to the expected cost savings and growth opportunity associated with product development. The intangible assets, with useful lives from 8 to 17 years, are being amortized over a weighted-average useful life of 16.5 years. The customer relationship and database intangible assets are amortized using an accelerating method. Computer software and partnership agreements intangible assets are amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets. The goodwill acquired is not deductible for tax purposes. Unaudited Pro Forma Financial Information The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. 2019 2018 Reported revenue (Successor) $ 1,413.9 $ — Dun & Bradstreet pre-acquisition revenue 178.7 1,716.4 Deferred revenue fair value adjustment 134.3 (152.2) Pro forma revenue $ 1,726.9 $ 1,564.2 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (674.0) $ — Dun & Bradstreet pre-acquisition net income (loss) (75.6) 288.1 Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 104.4 (118.3) Incremental amortization of intangibles (15.5) (350.7) Amortization of deferred commissions (2.0) 16.9 Transaction costs 154.9 (114.5) Pension expense adjustment 69.5 38.9 Equity-based compensation adjustment 8.1 — Preferred dividend adjustment (21.8) (128.7) Incremental interest expense and facility cost adjustment (21.9) (215.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (473.9) $ (583.7) (1) The blended statutory tax rate of 22.3% was assumed for 2019 and 2018 for the purpose of pro forma presentation. 2020 Acquisitions On January 7, 2020 we acquired a 100% equity interest in Orb Intelligence (“Orb”) for a purchase price of $11.6 million. Orb Intelligence offers a high quality, global database of information, with a focus on building a digital view of businesses' presence. On March 11, 2020, we acquired substantially all of the assets of coAction.com for a purchase price of $9.6 million, of which $4.8 million was paid upon the close of the transaction and the remaining $4.8 million was paid on September 11, 2020. coAction.com is a leader in revenue cycle management in the Order-to-Cash process, serving mid to large size companies across multiple industries. The acquisitions were accounted for in accordance with ASC 805 “Business Combinations,” as purchase transactions, and accordingly, the assets and liabilities of both entities were recorded at their estimated fair values at the respective dates of the acquisitions. Transaction costs of $0.2 million were included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020 (Successor). We have included the financial results of Orb and coAction.com in our consolidated financial statements since their respective acquisition dates, and the results from each of these companies were not individually or in the aggregate material to our consolidated financial statements. We allocated goodwill and intangible assets to our North America segment and have completed the purchase accounting process as of December 31, 2020. The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.1 0.3 Total current assets 1.0 0.1 1.1 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 0.2 10.9 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.3 $ 21.6 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ 0.1 $ 21.2 The fair value of the customer relationships 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 attributable to the measured assets. The fair value of the technology intangible assets was determined by applying the income approach; specifically, a relief from royalty method. The value of the goodwill is primarily related to the acquired businesses’ capability associated with product development which provides opportunity to expand our products and services offerings as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets. The goodwill acquired is partially deductible for tax purposes. 2019 Acquisition On July 1, 2019, the Company acquired a 100% ownership interest in Lattice Engines, Inc. ("Lattice"). Lattice is an artificial intelligence powered customer data platform, enabling business-to-business (“B2B”) organizations to scale their account-based marketing and sales programs across every channel. The results of Lattice have been included in our consolidated financial statements since the date of acquisition. We have finalized the purchase allocation as of March 31, 2020 and there were no changes compared to the amounts recorded as of December 31, 2019. In connection with the acquisition of Lattice, the Company received capital funding of $100 million from Parent’s partners. The acquisition was accounted for in accordance with ASC 805. The acquisition was valued at $127 million. Transaction costs of $0.6 million were included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019 (Successor). 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 Measurement Period Adjustments Final Purchase Price Allocation Cash $ 0.1 $ — $ 0.1 Accounts receivable 1.9 — 1.9 Other 0.7 — 0.7 Total current assets 2.7 — 2.7 Intangible assets: Customer relationships 11 25.1 (10.6) 14.5 Technology 14 48.0 (0.6) 47.4 Goodwill 43.0 12.2 55.2 Deferred tax asset 18.4 (0.9) 17.5 Other assets 0.7 (0.2) 0.5 Total assets acquired $ 137.9 $ (0.1) $ 137.8 Deferred revenue $ 6.5 $ — $ 6.5 Other liabilities 4.4 (0.1) 4.3 Total liabilities assumed 10.9 (0.1) 10.8 Total purchase price $ 127.0 $ — $ 127.0 The fair value of the client relationships 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 attributable to the measured asset. The technology intangible asset represents Lattice’s premier client data platform to deliver client 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 value of the goodwill is primarily related to Lattice’s capability associated with product development which provides potential growth opportunity in the Sales & Marketing space as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets. The goodwill acquired was not deductible for tax purposes. Unaudited Pro Forma Financial Information The following pro forma statements of operations data presents the combined results of the Company and Lattice, assuming that the acquisition had occurred on January 1, 2018. Successor Predecessor Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Reported revenue $ 1,413.9 $ 178.7 $ 1,716.4 Lattice revenue - pre-acquisition revenue 11.1 2.9 25.1 Add: deferred revenue adjustment 2.4 — (4.8) Total pro forma revenue $ 1,427.4 $ 181.6 $ 1,736.7 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (674.0) $ (75.6) $ 288.1 Pro forma adjustments - net of tax effect Pre-acquisition net loss (19.7) (1.0) (13.1) Intangible amortization - net of tax benefits (1.4) (0.4) (3.6) Deferred revenue adjustment - net of tax benefits 1.8 — (3.6) Transaction costs - net of tax benefits 0.4 — (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (692.9) $ (77.0) $ 267.4 |
Supplemental Financial Data
Supplemental Financial Data | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Supplemental Financial Data | Supplemental Financial Data Other Non-Current Assets December 31, December 31, Right of use assets $ 72.9 $ 87.9 Prepaid pension assets 4.3 9.9 Investments 27.0 23.7 Other non-current assets 16.3 13.1 Total $ 120.5 $ 134.6 Other Accrued and Current Liabilities: December 31, December 31, 2019 Restructuring accruals $ 9.9 $ 11.1 Operating expenses accruals 76.5 58.7 Accrued interest expense 29.0 49.3 Short-term lease liability 23.3 22.4 Other accrued liabilities 21.6 25.8 Total $ 160.3 $ 167.3 Other Non-Current Liabilities: December 31, December 31, 2019 Deferred revenue - long term $ 16.3 $ 7.8 U.S. tax liability associated with the 2017 Act 49.8 55.0 Long-term lease liability 68.4 71.2 Other 8.7 3.7 Total $ 143.2 $ 137.7 Property, Plant and Equipment - Net: December 31, December 31, 2019 Furniture $ 24.3 $ 22.4 Less: Accumulated depreciation 9.2 4.4 Net: $ 15.1 $ 18.0 Leasehold improvements, less: Accumulated amortization of $4.8 and $3.1 as of December 31, 2020 and 2019, respectively 11.3 11.4 Property, plant and equipment - net $ 26.4 $ 29.4 Property, plant and equipment depreciation and amortization expense for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to December 31, 2019 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor) was $9.4 million, $8.2 million, $1.1 million and $10.9 million, respectively. We also recorded impairment charges of $3.6 million included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020 (Successor) and for the period from January 1 to December 31, 2019 (Successor), primarily related to leasehold improvements for offices we ceased to occupy. Computer Software and Goodwill: Computer Software Goodwill Predecessor: December 31, 2018 $ 133.8 $ 770.8 Additions at cost (1) 5.0 — Amortization (6.8) — Other (2) 0.1 2.7 February 7, 2019 $ 132.1 $ 773.5 Successor: January 1, 2019 $ — $ — Acquisitions (3) 376.0 2,842.8 Additions at cost (1) 56.4 — Amortization (48.4) — Other (2) (4.2) (2.7) December 31, 2019 $ 379.8 $ 2,840.1 Acquisition (4) — 10.9 Additions at cost (1) 113.1 — Amortization (70.8) — Write-off (1.0) — Other 11.6 5.2 December 31, 2020 $ 432.7 $ 2,856.2 The computer software amortization expense for the year ended December 31, 2018 (Predecessor) was $44.9 million. Other Intangibles: Customer Relationships Database and Other Other Indefinite-Lived Intangibles Total Predecessor: December 31, 2018 $ 75.7 $ 50.0 $ 158.4 $ 284.1 Additions — 0.1 — 0.1 Amortization (1.7) (1.5) — (3.2) Other (2) 0.1 — — 0.1 February 7, 2019 (5) $ 74.1 $ 48.6 $ 158.4 $ 281.1 Successor: January 1, 2019 $ — $ — $ — $ — Acquisition (6) 2,403.0 1,999.7 1,275.8 5,678.5 Additions — 0.6 — 0.6 Amortization (239.5) (186.3) — (425.8) Other (2) (1.4) (0.5) — (1.9) December 31, 2019 (5) $ 2,162.1 $ 1,813.5 $ 1,275.8 $ 5,251.4 Acquisitions (4) 2.4 6.8 9.2 Additions — 0.6 — 0.6 Amortization (255.1) (201.6) — (456.7) Other (2) 3.1 4.4 — 7.5 December 31, 2020 (5) $ 1,912.5 $ 1,623.7 $ 1,275.8 $ 4,812.0 (1) Primarily related to software-related enhancements on products. (2) Primarily due to the impact of foreign currency fluctuations. (3) Related to the Take-Private Transaction in February 2019 and Lattice acquisition in July 2019. See Note 15 and 16 for further detail. (4) Related to the acquisition of Orb Intelligence and coAction.com. (5) Customer Relationships—Net of accumulated amortization of $495.5 million, $239.5 million, and $56.6 million as of December 31, 2020 (Successor), December 31, 2019 (Successor), and February 7, 2019 (Predecessor), respectively. Database and Other—Net of accumulated amortization of $388.5 million, $186.3 million, and $121.4 million as of December 31, 2020 (Successor), as of December 31,2019 (Successor), and February 7, 2019 (Predecessor), respectively. (6) Related to fair values of identifiable intangible assets recorded from purchase accounting as a result of the Take-Private Transaction in February 2019 and the acquisition of Lattice in July 2019. The other intangibles amortization expense for the year ended December 31, 2018 (Predecessor) was $32.9 million. The table below sets forth the future amortization as of December 31, 2020 associated with computer software and other intangibles primarily recognized as a result of the Take-Private Transaction and the acquisition of Lattice: 2021 2022 2023 2024 2025 Thereafter Total Computer Software $ 101.6 $ 92.5 $ 83.6 $ 56.4 $ 48.4 $ 50.2 $ 432.7 Customer Relationship 239.3 223.3 207.3 191.1 175.0 876.5 1,912.5 Database 190.3 179.1 167.8 156.6 145.3 784.6 1,623.7 Total $ 531.2 $ 494.9 $ 458.7 $ 404.1 $ 368.7 $ 1,711.3 $ 3,968.9 Allowance for Doubtful Accounts: Predecessor: January 1, 2018 $ 24.2 Additions charged to costs and expenses 6.7 Write-offs (9.1) Recoveries 2.7 Other (7) (10.4) December 31, 2018 14.1 Additions charged to costs and expenses 0.7 Write-offs (0.6) Recoveries 0.2 Other 0.2 February 7, 2019 $ 14.6 Successor: January 1, 2019 $ — Additions charged to costs and expenses 5.2 Recoveries 2.3 Other (0.2) December 31, 2019 7.3 Additions charged to costs and expenses 7.8 Write-offs (5.7) Recoveries 1.7 Other (0.1) December 31, 2020 $ 11.0 (7) Primarily due to the reclassification of reserve for sales cancellation to Accounts Payable resulting from the adoption of Topic 606. Deferred Tax Asset Valuation Allowance: Predecessor: January 1, 2018 $ 39.1 Additions charged (credited) to costs and expenses (2.8) Additions charged (credited) due to foreign currency fluctuations (1.9) Additions charged (credited) to other accounts — December 31, 2018 34.4 Additions charged (credited) to costs and expenses — Additions charged (credited) due to foreign currency fluctuations — Additions charged (credited) to other accounts — February 7, 2019 $ 34.4 Successor: January 1, 2019 $ — Additions charged (credited) to costs and expenses (27.2) Additions charged (credited) due to foreign currency fluctuations (0.5) Acquisition 60.8 December 31, 2019 33.1 Additions charged (credited) to costs and expenses 0.5 Additions charged (credited) due to foreign currency fluctuations 2.2 Additions charged (credited) to other accounts — December 31, 2020 $ 35.8 Other Income (Expense) — Net Other income (expense) - net was as follows: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Non-operating pension income (expense) (1) $ 45.9 $ 35.9 $ (85.7) $ (2.4) Change in fair value of make-whole derivative liability (2) (32.8) (172.4) — — Partial debt redemption premium (3) (50.1) — — — Miscellaneous other income (expense) – Net (4) 25.0 (18.3) (0.3) (0.9) Other income (expense) – net $ (12.0) $ (154.8) $ (86.0) $ (3.3) (1) Higher non-operating pension income for the year ended December 31, 2020 (Successor) compared to the period from January 1, 2019 to December 31, 2019 (Successor) was primarily driven by lower interest cost and higher expected asset return. Higher non-operating pension expense for the period from January 1, 2019 to February 7, 2019 was due to a one-time pension settlement charge of $85.8 million related to the then-existing U.S. Non-Qualified plans. (2) Related to the make-whole provision associated with the Series A Preferred Stock. See Note 22 to the consolidated financial statements. (3) See Note 6 to the consolidated financial statements. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating income to adjusted EBITDA) in the information that we provide to our CODMs to better align with how they assess performance and allocate resources. Latin America Worldwide Network, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution set, and the measure of segment profit. These changes do not impact our consolidated results. Our segment disclosure is intended to provide the users of our consolidated financial statements with a view of the business that is consistent with management of the Company. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the U.K., Greater China, India and indirectly through our WWN alliances. We define adjusted EBITDA as net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) excluding the following items: (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax benefit or provision; (iv) other expenses or income; (v) equity in net income of affiliates; (vi) net income attributable to non-controlling interests; (vii) dividends allocated to preferred stockholders; (viii) revenue and expense adjustments to include results for the period from January 8 to February 7, 2019, for the Predecessor related to the International lag adjustment; (ix) other incremental or reduced expenses from the application of purchase accounting (e.g. commission asset amortization); (x) equity-based compensation; (xi) restructuring charges; (xii) merger and acquisition-related operating costs; (xiii) transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program; (xiv) legal reserve and costs associated with significant legal and regulatory matters; and (xv) asset impairment. Our client solution sets are Finance & Risk and Sales & Marketing. Inter-segment sales are immaterial, and no single client accounted for 10% or more of our total revenue. Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Revenue: North America $ 1,459.9 $ 1,316.5 $ 148.2 $ 1,420.6 International 299.3 236.3 56.4 295.8 Corporate and other (1) (21.1) (138.9) (25.9) — Consolidated total $ 1,738.1 $ 1,413.9 $ 178.7 $ 1,716.4 (1) Revenue for Corporate and other represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and Lattice acquisition included in each of the Successor periods and recent acquisitions for the year ended December 31, 2020 (Successor), and the International lag adjustment (see Note 1) included in the period from January 1 to February 7, 2019 (Predecessor). Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Adjusted EBITDA North America $ 696.4 $ 634.6 $ 55.3 $ 575.9 International 94.8 78.2 20.3 91.2 Corporate and other (1) (75.8) (210.7) (9.3) (98.5) Consolidated total $ 715.4 $ 502.1 $ 66.3 $ 568.6 Depreciation and amortization (536.9) (482.4) (11.1) (88.7) Interest expense - net (270.3) (301.1) (5.2) (52.5) Dividends allocated to preferred stockholders (64.1) (114.0) — — Benefit (provision) for income taxes 110.5 118.2 27.5 (81.6) Other income (expense) - net (12.0) (154.8) (86.0) (3.3) Equity in net income of affiliates 2.3 4.2 0.5 2.8 Net income (loss) attributable to non-controlling interest (5.0) (6.5) (0.8) (6.2) Lag adjustment — — (2.7) — Other incremental or reduced expenses from the application of purchase accounting 18.8 20.7 — — Equity-based compensation (45.1) (11.7) (11.7) (10.8) Restructuring charges (34.8) (51.8) (0.1) (25.4) Merger and acquisition-related operating costs (14.1) (156.0) (52.0) (11.6) Transition costs (31.9) (37.7) (0.3) (0.3) Legal expense associated with significant legal and regulatory matters (3.9) 0.2 — (2.9) Asset impairment (4.5) (3.4) — — Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (175.6) $ (674.0) $ (75.6) $ 288.1 (1) Corporate and other includes deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and recent acquisitions of $21.1 million for the Successor year ended December 31, 2020, $138.9 million for the period from January 1, 2019 to December 31, 2019 (Successor), and the International lag adjustment of $(2.7) million for the period from January 1 to February 7, 2019 (Predecessor). Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Depreciation and amortization: North America $ 45.9 $ 34.8 $ 5.8 $ 41.3 International 7.9 5.9 1.5 8.5 Total segments 53.8 40.7 7.3 49.8 Corporate and other (1) 483.1 441.7 3.8 38.9 Consolidated total $ 536.9 $ 482.4 $ 11.1 $ 88.7 Capital expenditures: North America $ 1.9 $ 9.6 $ 0.2 $ 3.6 International 5.6 1.9 0.1 0.7 Total segments 7.5 11.5 0.3 4.3 Corporate and other 0.2 1.0 (0.1) 0.8 Consolidated total $ 7.7 $ 12.5 $ 0.2 $ 5.1 Additions to computer software and other intangibles: North America $ 106.2 $ 48.0 $ 4.3 $ 39.5 International 6.1 6.4 0.8 4.9 Total segments 112.3 54.4 5.1 44.4 Corporate and other 1.4 2.0 — 8.7 Consolidated total $ 113.7 $ 56.4 $ 5.1 $ 53.1 (1) Depreciation and amortization for Corporate and other includes incremental amortization resulting from the Take-Private Transaction and recent acquisitions. Supplemental Geographic and Customer Solution Set Information: December 31, 2020 December 31, 2019 Assets: North America $ 8,521.9 $ 8,480.1 International 697.5 632.7 Consolidated total $ 9,219.4 $ 9,112.8 Goodwill: North America $ 2,745.5 $ 2,734.6 International 110.7 105.5 Consolidated total $ 2,856.2 $ 2,840.1 Other intangibles: North America $ 4,534.5 $ 4,953.0 International 277.5 298.4 Consolidated total $ 4,812.0 $ 5,251.4 Other non-current assets, excluding deferred income tax: North America $ 568.5 $ 500.9 International 94.7 89.9 Consolidated total $ 663.2 $ 590.8 Total long-lived assets $ 8,331.4 $ 8,682.3 Successor Predecessor Customer Solution Set Revenue Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 North America (1): Finance & Risk $ 811.1 $ 728.2 $ 80.4 $ 792.6 Sales & Marketing 648.8 588.3 67.8 628.0 Total North America $ 1,459.9 $ 1,316.5 $ 148.2 $ 1,420.6 International: Finance & Risk $ 243.6 $ 191.3 $ 43.4 $ 233.6 Sales & Marketing 55.7 45.0 13.0 62.2 Total International $ 299.3 $ 236.3 $ 56.4 $ 295.8 Corporate and other: Finance & Risk $ (10.8) $ (82.9) $ (19.2) $ — Sales & Marketing (10.3) (56.0) (6.7) — Total Corporate and other $ (21.1) $ (138.9) $ (25.9) $ — Total Revenue: Finance & Risk $ 1,043.9 $ 836.6 $ 104.6 $ 1,026.2 Sales & Marketing 694.2 577.3 74.1 690.2 Total Revenue $ 1,738.1 $ 1,413.9 $ 178.7 $ 1,716.4 (1) Substantially all of the North America revenue is attributable to the United States. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The following sets forth certain transactions and agreements in which the Company and our affiliates, executive officers and certain directors are involved. As a result of the completion of the Take-Private Transaction on February 8, 2019, the Company was directly owned by Parent, which was collectively controlled by entities affiliated with Bilcar, LLC ("Bilcar"), Thomas H. Lee Partners, L.P. ("THL"), Cannae Holdings, Inc. ("Cannae Holdings"), Black Knight, Inc. ("Black Knight") and CC Capital Partners LLC ("CC Capital"), collectively the "Investor Consortium." Subsequent to the close of the IPO and the concurrent private placement on July 6, 2020 (see Note 2 for further discussion), the Investor Consortium continues to be able to exercise significant voting influence over fundamental and significant corporate matters and transactions by their ability to designate five members of our board of directors. Upon the close of the Take-Private Transaction, Anthony Jabbour was appointed as Chief Executive Officer of the Company while continuing his role as Black Knight’s Chief Executive Officer. Stephen C. Daffron, co-founder of Motive Partners, became our President and Chief Operating Officer. Additionally, William P. Foley II serves as Chairman of the Company’s board of directors, while continuing his role as Chairman of the board of directors of Cannae Holdings and Black Knight. Richard N. Massey, a member of the Company’s board of directors, serves as Chief Executive Officer and as a director of Cannae Holdings. Certain of our key employees have dual responsibilities among the Investor Consortium. Subsequent to the close of the IPO transaction, the above relationships remain the same. On February 8, 2019, the Company entered into a services agreement with MVB Management, LLC ("MVB"), an entity affiliated with William P. Foley II, who is affiliated with Bilcar, and Chinh E. Chu, who is affiliated with CC Capital, and THL Managers VIII, LLC ("THL Managers"), an entity affiliated with THL, pursuant to which MVB and THL Managers provided services in connection with the Take-Private Transaction. The Company paid a total fee of $29.1 million to MVB under the agreement upon the close of the Take-Private Transaction, which we included as "selling and administrative expenses" in the Successor’s statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019. Under the services agreement, the Company must reimburse the reasonable and documented out-of-pocket expenses incurred by MVB and THL Managers in performing the ongoing services. The Company has made no payments pursuant to the reimbursement provision during the year ended December 31, 2020 and the period from January 1, 2019 to December 31, 2019. The reimbursement provision was terminated following the IPO transaction. Also in connection with the IPO transaction, we paid fees of $2.5 million each to THL Managers and entities affiliated with William P. Foley II and Chinh E. Chu (Bilcar and CC Star Holdings, LP, respectively) for services provided prior to the IPO. Pursuant to the equity commitment fee letter entered into on February 8, 2019 with THL Managers and Cannae Holdings, each committed to provide certain funding to Parent in connection with the Take-Private Transaction for which THL Managers and Cannae Holdings received a fee of $7.5 million and $12.0 million, respectively. These fees reduced the proceeds from capital contribution to the Company made in February 2019. Pursuant to the Star Parent, L.P. Partnership Agreement, an entity jointly controlled by affiliates of CC Capital and Bilcar (the "Originating Sponsors") was granted 6,817.7428 Class B profits interest units of Parent, which were valued at $17.3 million and were included as "selling and administrative expenses" in the Successor’s statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019. Pursuant to the Star Parent, L.P. Partnership Agreement, the Originating Sponsors also received 15,867.8087 Class C profits interest units of Parent upon the close of the Take-Private Transaction. The units were valued at approximately $37.9 million and included within "selling and administrative expenses" in the consolidated statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019 (Successor). Upon the close of the Take-Private Transaction, Motive Partners received $0.6 million related to due diligence consulting services pursuant to a services agreement between Parent and Motive Partners. During the Successor period from January 1, 2019 to December 31, 2019, Motive Partners was retained to provide certain technology consulting services. Total cost incurred during the period from January 1, 2019 to December 31, 2019 for such services was immaterial. In August 2019, the Company entered into a five one one In the normal course of business, we reimburse affiliates for certain travel costs incurred by Dun & Bradstreet Holdings, Inc. executives and board members. The amount included in selling and administrative expenses was $0.6 million for both the Successor year ended December 31, 2020 and the period from January 1, 2019 to December 31, 2019. On January 1, 2020, the Company entered into a three In connection with the IPO transaction, the Originating Sponsors agreed to waive certain anti-dilution rights they had pursuant to the Star Parent Partnership Agreement and to terminate such provision following the offering. In exchange for such waiver and termination, we made a payment of $30.0 million to an entity jointly controlled by affiliates of the Originating Sponsors upon the closing of the IPO transaction on July 6, 2020. In addition, on June 30, 2020, each of Mr. Foley and Mr. Chu received options to purchase 2,080,000 shares of our common stock at an exercise price equal to the initial public offering price. The options were fully vested upon grant. The options were valued at $20.0 million, which was reflected in Selling and Administrative Expenses for the year ended December 31, 2020. |
Contractual Obligations
Contractual Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations | Contractual Obligations Acxiom Corporation and Ensono, L.P. We currently outsource certain of our product and technology capabilities in North America and our fulfillment processes in Europe to Acxiom in order to increase the speed, data processing and matching capabilities for our global sales and marketing clients. Effective January 1, 2020, the agreement was modified and extended through December 31, 2020, and subsequently extended through June 30, 2021. Together with other fulfillment contracts the aggregate remaining minimum obligation as of December 31, 2020 is approximately $7 million. Effective July 1, 2019, the Company amended and extended its previous service agreement with Ensono L.P. ("Ensono") through June 30, 2024. Pursuant to the agreement, Ensono provides information technology and data processing services, including additional services and services previously provided. The agreement is non-cancellable before July 1, 2022. We can terminate the agreement starting July 1, 2022 with a fee as defined in the agreement. At December 31, 2020, total payments to Ensono over the remaining term of the above contract, excluding the lease components accounted for in accordance with Topic 842, will aggregate to approximately $105 million. We incurred costs of approximately $86 million, $56 million, $6 million, and $60 million under all of these outsourcing agreements for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to December 31, 2019 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively. Cognizant Technology Solutions Effective February 2018, we entered into a new three three two We incurred costs of approximately $33 million, $35 million, $4 million, and $37 million under all of these agreements for the year ended December 31, 2020, the period from January 1, 2019 to December 31, 2019 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively. At December 31, 2020, total payments over the remaining terms of the above agreements will aggregate to approximately $10 million. Worldwide Network Partnership Agreements We have entered into commercial service agreements with our third-party Worldwide Network Partners with various terms ranging from 5 to 10 years. These agreements provide us access to certain international data and services from our partners in order to serve our global clients. Effective January 1, 2020, we renegotiated our agreements with our WWN Partners, which expanded our buying capacity. We incurred costs of approximately $90 million, $23 million, $3 million, and $22 million under all of these agreements for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to December 31, 2019 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor) and the year ended December 31, 2018 (Predecessor), respectively. At December 31, 2020, total payments to our Worldwide Network Partners over the remaining terms of all agreements aggregate to approximately $359 million. The following table quantifies our future contractual obligations as discussed above, as well as other contractual obligations, as of December 31, 2020: 2021 2022 2023 2024 2025 Thereafter Total Commitments to Outsourcers and Other Purchase Obligations $ 207.7 $ 146.6 $ 67.1 $ 51.2 $ 32.9 $ 60.6 $ 566.1 The table above excludes our obligations with respect to debt, leases, contingent liabilities, unrecognized tax benefits and pension obligations for which funding requirements are uncertain Our obligations with respect to debt are discussed in Note 6 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Our quarterly financial statements are prepared on the same basis as the audited annual financial statements, and include all adjustments necessary for the fair statement of our results of operations for these periods. For the Three Months Ended Successor March 31, June 30, September 30, December 31, 2020 Revenue (1) $ 395.3 $ 420.6 $ 442.1 $ 480.1 Operating income (loss) (2) $ (8.3) $ (1.4) $ 45.2 $ 27.5 Net income (loss) (3)(4) $ 73.9 $ (173.8) $ (14.9) $ 8.3 Net (income) loss attributable to the non-controlling interest $ (0.4) $ (1.2) $ (2.1) $ (1.3) Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ 41.5 $ (207.1) $ (17.0) $ 7.0 (1) Includes a reduction of revenue of $17.4 million for the three months ended March 31, 2020 due to deferred revenue purchase accounting adjustment in connection with the Take-Private Transaction. (2) Included within selling and administrative expenses is an expense of $20.0 million for the three months ended June 30, 2020, related to stock option expense in connection with the IPO. (3) Includes a n expense within non-operating expense-net of $41.3 million and $25.5 million in the three months ended June 30, 2020 and September 30, 2020, respectively, related to the premium paid and the write-off of the associated debt issuance cost and discount as a result of the partial redemption of our senior secured and unsecured notes (see Note 6). (4) Includes within non-operating expense-net a gain of $69.8 million for the three months ended March 31, 2020, and an expense of $102.6 million for the three months ended June 30, 2020 related to the change in fair value of make-whole derivative liability. For the Three Months Ended Predecessor Successor Period from January 1 to February 7, 2019 March 31, June 30, September 30, December 31, 2019 Revenue (1) $ 178.7 $ 174.1 $ 398.9 $ 408.2 $ 432.7 Operating loss (2) $ (11.6) $ (202.9) $ (9.1) $ (1.0) $ (7.0) Net loss (3) $ (74.8) $ (209.6) $ (60.5) $ (55.3) $ (228.1) Net (income) loss attributable to the non-controlling interest $ (0.8) $ (0.4) $ (1.5) $ (1.4) $ (3.2) Net loss attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (75.6) $ (227.9) $ (94.0) $ (88.8) $ (263.3) (1) Includes a reduction of revenue of $39.6 million, $39.2 million, $38.0 million, and $22.1 million for the three months ended March 31, June 30, September 30, and December 31, 2019 (Successor), respectively and excludes revenue of $25.9 million for the period from January 1 to February 7, 2019 (Predecessor) due to International lag adjustment also in connection with the Take-Private Transaction. (2) Includes transaction costs of $147.4 million and $52.0 million directly attributable to the Take-Private Transaction for the Successor three months ended March 31, 2019 and the Predecessor period from January 1 to February 7, 2019, respectively. In addition, for the Predecessor period from January 1 to February 7, 2019, we incurred $10.4 million to accelerate the vesting of equity-based grants as a result of the Take-Private Transaction. We also incurred higher amortization for the Successor periods associated with recognized intangible assets resulting from the Take-Private Transaction. See Note 15 and 16. (3) Includes an expense within non-operating expense-net of $85.8 million to settle a portion of the U.S. Non-Qualified plans in the Predecessor period from January 1, 2019 to February 7, 2019 as a result of the Take-Private Transaction and an expense of $172.4 million in the three months ended December 31, 2019 (Successor) related to the change in fair value of make-whole derivative liability. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock In connection with the Privatization Transaction on February 8, 2019, Dun & Bradstreet Holdings, Inc. issued 1,050,000 shares of Cumulative Series A Preferred Stock ("Series A Preferred Stock") for $1,028.4 million, net of issuance discount of $21.6 million. Together with other financing sources, the net proceeds were used to consummate the Take-Private Transaction. Each outstanding share of Series A Preferred Stock had a liquidation preference equal to the sum of (a) the stated value ($1,000.00 per share) (the "Stated Value") plus (b) all accrued, accumulated and unpaid dividends. The Series A Preferred Stock was entitled to cumulative dividend at (a) 12% per annum from February 7, 2019 to February 7, 2027; (b) 13% per annum from February 8, 2027 to February 8, 2028; and (c) 14% per annum from and after February 8, 2028. Unpaid dividends were accumulated and compounded quarterly regardless of whether they were declared. The Series A Preferred Stock was redeemable upon the occurrence of a material event including a qualified IPO at an applicable price depending on when the redemption event occurred. Upon the closing of the IPO on July 6, 2020 (see further discussion in Note 2 to the consolidated financial statements), we redeemed all of the outstanding Series A Preferred Stock. In addition, we made the total make-whole payment of $205.2 million. The Company classified the Series A Preferred Stock as mezzanine equity because the instrument contained a redemption feature which was contingent upon certain events, the occurrence of which was not solely within the control of the Company. We bifurcated embedded derivatives and assessed fair value each reporting date. Beginning in November 2019, we determined that there was a more than remote likelihood that the Series A Preferred Stock would become redeemable before November 8, 2021. As a result we determined the fair value of the make-whole provision to be $172.4 million at December 31, 2019, which was included "Other income (expense) - net" in the statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019 (Successor) and reflected as "Make-whole derivative liability" within the consolidated balance sheet as of December 31, 2019. For the year ended December 31, 2020 up to redemption, we recorded a loss of $32.8 million within "Other income (expense) - net," related to the change of fair value during the period. The fair value was estimated using the with and without method and based on management’s estimate of probability of the triggering event associated with the make-whole derivative liability. The Series A Preferred Stock was fully accreted to the redeemable balance of $1,067.9 million using the interest method upon the redemption. We recorded accretion of $36.1 million and $3.4 million to the mezzanine equity using interest method for the year ended December 31, 2020 (Successor) and for the period from January 1, 2019 to December 31, 2019 (Successor), respectively. On May 14, 2020, March 4, 2020, December 16, 2019, July 30, 2019 and May 31, 2019, the board of directors of Dun & Bradstreet Holdings, Inc. declared a cash dividend of $30.51 per share to all holders of shares of Series A Preferred Stock. An aggregate amount of $32.1 million, $32.0 million, $32.0 million, $32.1 million, $10.7 million and $21.3 million was paid on June 26, 2020, March 27, 2020, December 27, 2019, September 27, 2019, June 28, 2019 and on June 19, 2019, respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events On January 8, 2021, we acquired 100% ownership of Bisnode Business Information Group AB (“Bisnode”), a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. The transaction closed with a combination of cash of $646.9 million and 6,237,087 newly issued shares of common stock of the Company in a private placement valued at $158.9 million based on the stock closing price on January 8, 2021. Upon the close of the transaction, we settled a zero-cost foreign currency collar and received $21.0 million, which reduced our net cash payment for the acquisition. We will account for the transaction in accordance with ASC 805, "Business Combinations," and accordingly the assets and liabilities will be recorded at their estimated fair values at the date of acquisition. The results of Bisnode will be included in our consolidated financial statements from the date of acquisition. Effective January 27, 2021, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility. The repricing reduced the applicable margin for the term loan facility by 0.50% overall, resulting in a margin spread of LIBOR plus 3.25% per annum. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying financial statements of Dun & Bradstreet Holdings, Inc. (formerly Star Intermediate I, Inc.) and its subsidiaries ("we" or "us" or "our" or the "Company") were prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; tax liabilities related to our undistributed foreign earnings associated with the 2017 Tax Cuts and Jobs Act ("2017 Act"); liabilities for potential tax exposure and potential litigation claims and settlements; assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; impairment assessment for goodwill and other intangible assets; long-term asset recoverability and estimated useful life; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the changes in the consolidated financial statements in the period in which we determine any changes to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions. Our consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. Since early 2020, the novel coronavirus ("COVID-19") global pandemic has caused disruptions in the economy and volatility in the global financial markets. There is considerable uncertainty regarding its duration and the speed and nature of recovery. The extent of the impact of the COVID-19 global pandemic on our operations and financial performance will depend on the effects on our clients and vendors, which are uncertain at this time and cannot be predicted. In addition, the pandemic may affect management's estimates and assumptions of variable consideration in contracts with clients as well as other estimates and assumptions, in particular those that require a projection of our financial results, our cash flows or broader economic conditions. |
Basis of Consolidation | All intercompany transactions and balances have been eliminated in consolidation. |
Segment Reporting | Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating income to adjusted EBITDA (see Note 18 for further discussion of adjusted EBITDA) in the information that we provide to our chief operating decision makers ("CODMs") to better align with how they assess performance and allocate resources. Latin America Worldwide Network, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution, and the measure of segment profit. These changes do not impact our consolidated results. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom/Ireland ("U.K."), Greater China, India and indirectly through our Worldwide Network alliances ("WWN alliances"). |
Reclassification, Comparability Adjustment | Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation |
Use of Estimates | . |
Revenue Recognition | Revenue Recognition Revenue is recognized when promised goods or services are transferred to clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services by following a five-step process, (1) identify the contract with a client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as we satisfy a performance obligation. We generate revenue from licensing our data and providing related data services to our clients. Our data is integrated into our hosted or on-premise software applications. Data is also delivered directly into client 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 clients 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 clients 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 clients, which are subsequently remitted to government authorities. Performance Obligations and Revenue Recognition All our clients license our data and/or software applications. The license term is generally a minimum of 12 months and non-cancelable. If the client 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 client. Some of our performance obligations are satisfied over time as the product is transferred to the client. 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 judgment. When we assess contracts with clients we determine if the data we promise to transfer to the client 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 clients 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 clients continuous access to the latest data using our API-based and online products, the client 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. Clients 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 client 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 client 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 client can also purchase a monitoring service on the report or data packet which is a performance obligation satisfied over time because the client 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 client commits to spend a fixed amount on the products. Breakage occurs if the client does not exercise all their purchasing rights under the contract. We recognize breakage at the end of the contract when the likelihood of the client exercising their remaining rights becomes remote. Many of our contracts provide the client an option to purchase additional products. If the option provides the client a discount which is incremental to discounts typically given for those products, the contract provides the client 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 client 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 client 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 clients 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 client. We use the observable price based on prices in contracts with similar clients in similar circumstances. When the standalone selling price is not directly observable from actual standalone sales, we estimate a standalone selling price making maximum use of any observable data and estimates of what a client in the market would be willing to pay for those goods or services. 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 clients have multiple contracts for various products. Contracts entered into at or near the same time with the same client 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. |
Restructuring Charges | Restructuring Charges. Restructuring charges have been recorded in accordance with Accounting Standards Codification ("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. Effective January 1, 2019, we adopted ASU No. 2016-02, "Leases (Topic 842)," and as a result, terminated contracts that meet the lease definition are no longer accounted for under ASC 420-10. Terminated lease obligations or lease obligations for facilities we no longer occupy are accounted for in accordance with Topic 842. We have reclassified liabilities associated with such lease obligations to long-term and short-term lease liabilities (see Note 7 for further discussion). Certain termination costs and obligations that do not meet the lease criteria continue to be accounted for in accordance with ASC 420-10. Right of use assets are assessed for impairment in accordance to Topic 360. Right of use asset impairment charges and lease costs related to facilities we ceased to occupy are reflected in "Restructuring charges." We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10. We account for one-time termination benefits, contract terminations and/or, prior to 2019, 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 a cost associated with an exit or disposal activity, including severance and prior to 2019 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. |
Leases | Leases . In accordance with ASC 842, at the inception of a contract, we assess whether the contract is, or contains, a lease. A contract contains a lease if it conveys to us the right to control the use of property, plant and equipment (an identified asset). We control the identified asset if we have a right to substantially all the economic benefits from use of the asset and the right to direct its use for a period of time. Most of our leases expire over the next nine years, with the majority expiring within two years. Leases may include options to early terminate the lease or renew at the end of the initial term. Generally, these lease terms do not affect the term of the lease because we are not reasonably certain that we will exercise our option. We primarily use the incremental borrowing rate to determine the present value of the lease payments because the implicit rate is generally not available to a lessee. We determine the incremental borrowing rate using an applicable reference rate (LIBOR or LIBOR equivalent or local currency swap rates) considering both currency and lease term, combined with our estimated borrowing spread for secured borrowings. We recognize operating lease expense on a straight-line basis over the term of the lease. Lease payments may be fixed or variable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining the lease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leased asset and are recognized as operating expenses as incurred. We apply certain practical expedients allowed by Topic 842. Lease payments for leases with an initial term of 12 months or less are not included in right of use assets or operating lease liabilities. Instead they are recognized as short term lease operating expense on a straight-line basis over the term. We have also elected not to separate lease and non-lease components for our office leases. We separate the lease components from the non-lease components using the relative standalone selling prices of each component for all our other leased asset classes. We estimate the standalone selling prices using observable prices, and if they are not available, we estimate the price. Non-lease components include maintenance and other services provided in the contract related to the leased asset. Non-lease components are recognized in accordance with other applicable accounting policies. See Note 7. Prior to the adoption of ASC 842, we expensed the net fixed payments of operating leases on a straight-line basis over the lease term as required under the prior lease accounting standard ASC 840. Under the prior lease accounting standard, lease assets and liabilities were not required to be recognized. |
Employee Benefit Plans | Employee Benefit Plans. We provide various defined benefit plans to our employees as well as health care benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. |
Legal Contingencies | Legal Contingencies . We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. 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 in Note 8. 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. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly. |
Cash and Cash Equivalents | Cash and Cash Equivalents. We consider all investments purchased with an initial term from the date of purchase by the Company to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates fair value because of the short maturity of the instruments. |
Accounts Receivable Trade and Contract Assets | Accounts Receivable Trade and Contract Assets. We classify the right to consideration in exchange for products or services transferred to a client as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional. Receivables include amounts billed and currently due from clients. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include unbilled amounts typically resulting from sale of long-term contracts when the revenue exceeds the amount billed to the client, and the right to payment is not subject to the passage of time. Amounts may not exceed their net realizable value. Accounts Receivable Allowances. In order to determine an estimate of expected credit losses, receivables are segmented based on similar risk characteristics including historical credit loss patterns and industry or class of customers to calculate reserve rates. The Company uses an aging method for developing its allowance for credit losses by which receivable balances are stratified based on aging category. A reserve rate is calculated for each aging category which is generally based on historical information. The reserve rate is adjusted, when necessary, for current conditions (e.g., macroeconomic or industry related) and forecasts about the future. The Company also considers customer specific information (e.g., bankruptcy or financial difficulty) when estimating its expected credit losses, as well as the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. |
Property, Plant and Equipment | Property, Plant and Equipment. Property, plant and equipment are stated at cost less accumulated depreciation, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives. |
Computer Software | Computer Software. Computer software includes capitalized software development costs for various computer software applications for internal use, including systems which support our databases and common business services and processes (back-end systems), our financial and administrative systems (back-office systems) and systems which we use to deliver our information solutions to clients (client-facing systems). Computer software also includes purchased software and software recognized in connection with acquisitions. Costs incurred during a software development project’s preliminary stage and post-implementation stage are expensed as incurred. Development activities that are eligible for capitalization include software design and configuration, development of interfaces, coding, testing, and installation. Capitalized costs are amortized on a straight-line basis over the estimated lives which range from three We enter into cloud computing arrangements to access third party software without taking possession of the software. We assess development activities required to implement such services and defer certain implementation costs directly related to the hosted software that would be eligible for capitalization for internal-use software projects. Deferred implementation costs related to these service arrangements do not qualify as capitalized software and are required to be expensed over the term of the service arrangement, beginning when the implementation activities, including testing, are substantially completed and the related software is operational for users. We periodically reassess the estimated useful lives of our computer software considering our overall technology strategy, the effects of obsolescence, technology, competition and other economic factors on the useful life of these assets. Computer software and deferred implementation costs are tested for impairment along with other long-lived assets (See Impairment of Long-Lived Assets ). |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets. Goodwill represents the excess of the purchase consideration over the fair value of assets and liabilities of businesses acquired. Goodwill is not subject to regular periodic amortization. Instead, the carrying amount of goodwill is tested for impairment at least annually at December 31, and between annual tests if events or circumstances warrant such a test. We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment which is a business and for which discrete financial information is available and reviewed by a segment manager. At December 31, 2020, our reporting units are Finance & Risk and Sales & Marketing within the North America segment, and United Kingdom, Greater China, India and our WWN alliances within the International segment. In accordance with ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment we record goodwill impairment charges if a reporting unit’s carrying value exceeds its fair value. The impairment charge is also limited to the amount of goodwill allocated to the reporting unit. An impairment charge, if any, is recorded as an operating expense in the period that the impairment is identified. For the purpose of the goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, we may elect to proceed directly to the quantitative goodwill impairment test. For the qualitative goodwill impairment test, we analyze actual and projected reporting unit growth trends for revenue and profits, as well as historical performance. We also assess critical factors that may have an impact on the reporting units, including macroeconomic conditions, market-related exposures, regulatory environment, cost factors, changes in the carrying amount of net assets, any plans to dispose of all or part of the reporting unit, and other reporting unit specific factors such as changes in key personnel, strategy, customers or competition. For the quantitative goodwill impairment test, we determine the fair value of our reporting units based on the market approach and also in certain instances using the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year EBITDA for each individual reporting unit. We use judgment in identifying the relevant comparable company market multiples (e.g., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). For the income approach, we use the discounted cash flow method to estimate the fair value of a reporting unit. The projected cash flows are based on management’s most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit could include revenue growth, profit margins, terminal value, capital expenditure projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. For 2020 and 2019, we performed the qualitative test for each of our reporting units and the results of our tests indicated that it was not more likely than not that the goodwill in any reporting unit was impaired. We performed a quantitative goodwill impairment test during 2018, which resulted in no impairment. The value of goodwill increased significantly as a result of the Take-Private Transaction on February 8, 2019. See Note 18 to the consolidated financial statements for further detail on goodwill by segment. Indefinite-lived intangibles other than goodwill are also assessed annually for impairment at December 31, or, under certain circumstances which indicate there may be an impairment. An impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets. We perform both qualitative and quantitative impairment tests to compare the fair value of the indefinite-lived intangible asset with its carrying value. We perform a qualitative impairment test based on macroeconomic and market conditions, industry considerations, overall performance and other relevant factors. We may also perform a quantitative impairment test primarily using an income approach based on projected cash flows. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Income Taxes | Income Taxes. We are subject to income taxes in the United States and many foreign jurisdictions. In determining our consolidated provision for income taxes for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the determination of the recoverability of certain deferred tax assets and the calculation of certain tax liabilities, which arise from temporary differences between the tax and financial statement recognition of revenue, expenses and net operating losses. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in a valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows. |
Foreign Currency Translation | Foreign Currency Translation. For all operations outside the United States where the local currency is the functional currency, assets and liabilities are translated using the end-of-year exchange rates, and revenues and expenses are translated using monthly average exchange rates. For those countries where the local currency is the functional currency, translation adjustments are accumulated in a separate component of stockholder equity. Foreign currency transaction gains and losses are recognized in earnings in the consolidated statement of operations and comprehensive income (loss). We recorded net foreign currency transaction losses of $7.5 million, $15.8 million, $0.8 million and $2.2 million for the year ended December 31, 2020 (Successor), the period from January 1, 2019 to December 31, 2019 (Successor), the period from January 1, 2019 to February 7, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively. |
Earnings Per Share ("EPS") of Common Stock | Earnings Per Share ("EPS") of Common Stock. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the dilutive effect of our outstanding stock incentive awards. In the case of a net loss, the dilutive effect of the awards outstanding under our then-existing stock incentive plans are not included in the computation of the diluted loss per share as the effect of including these shares in the calculation would be anti-dilutive. The dilutive effect of awards outstanding under the stock incentive plans reflected in diluted earnings per share was calculated under the treasury stock method. |
Stock-Based Compensation | Stock-Based Compensation. Stock-based compensation expense is recognized over the award’s vesting period on a straight-line basis. The compensation expense is determined based on the grant date fair value. For restricted stock, grant date fair value is based on the closing price of our stock on the date of grant. For stock options, we estimate the grant date fair value using the Black-Scholes valuation model. We recognize forfeitures and the corresponding reductions in expense as they occur. Subsequent to the Take-Private Transaction, our common stock was not publicly traded for a period of time. Thus, estimating grant date fair value prior to the IPO required us to make assumptions including stock price, expected time to liquidity, expected volatility and discount for lack of marketability. The fair value of the underlying shares prior to the IPO was determined contemporaneously with the grants. For our 2019 grants, we determined stock price per unit equal to the closing price of our Class A equity unit price on February 8, 2019, also the closing date of the Take-Private Transaction. Approximately 94% of the units issued in 2019 were granted in February and March 2019 and almost all of the rest were granted by June 2019. As these grant dates were shortly after the Take-Private Transaction and there were no indications that the value of our Company changed, we believe the Take-Private Transaction date price approximates our fair value on each of the grant dates. For the expected time to liquidity assumption, management estimated, on the valuation date, the expected change of control or liquidity event was approximately three and half years. The estimate was based on available facts and circumstances on the valuation date, such as our performance and outlook, investors’ strategy and need for liquidity, market conditions, and our financing needs, among other things. During the time that our stock was not traded publicly, to quantify the appropriate illiquidity or lack of marketability discount inherent in the profits interest units, the protective put method was used. The lack of marketability discount was estimated as the value (or cost) of an at-the-money put option with the same expected holding period as the profits interest units, divided by the stock value. For the expected volatility assumption after the Take-Private Transaction, we utilize the observable data of a group of similar public companies ("peer group") to develop our volatility assumption. The expected volatility of our stock is determined based on the range of the measure of the implied volatility and the historical volatility for our peer group of companies, re-levered to reflect our capital structure and debt, for a period which is commensurate with the expected holding period of the units. |
Financial Instruments | Financial Instruments. From time to time we use financial instruments, including foreign exchange forward contracts, foreign exchange option contrac ts and interest rate derivatives, to manage our exposure to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies our exposure to these risks in order to minimize the potential negative impact and/or to reduce the volatility that these risks may have on our financial results. We may use foreign exchange forward and foreign exchange option contracts to hedge certain non-functional currency denominated intercompany and third-party transactions. In addition, foreign exchange forward and foreign exchange option contracts may be used to hedge certain of our foreign net investments. From time to time, we may use interest rate swap contracts to hedge our long-term fixed-rate debt and/or our short-term variable-rate debt. We recognize all such financial instruments on the balance sheet at their fair values, as either assets or liabilities, with an offset to earnings or other comprehensive earnings, depending on whether the derivative is designated as part of an effective hedge transaction and, if it is, the type of hedge transaction. If a derivative instrument meets hedge accounting criteria as prescribed in the applicable guidance, it is designated as one of the following on the date it is entered into: Cash Flow Hedge—A hedge of the exposure to variability in the cash flows of a recognized asset, liability or a forecasted transaction. For qualifying cash flow hedges, the changes in fair value of hedging instruments are reported as Other Comprehensive Income (Loss) ("OCI") and are reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings. Fair Value Hedge—A hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment. For qualifying fair value hedges, the change in fair value of the hedged item attributable to the hedged risk and the change in the fair value of the hedge instrument is recognized in earnings and presented in the same income statement line item. |
Fair Value Measurements | Fair Value Measurements. We account for certain assets and liabilities at fair value, including purchase accounting applied to assets and liabilities acquired in a business combination and long-lived assets that are written down to fair value when they are impaired. Upon the completion of an acquisition, we identify the acquired assets and liabilities, including intangible assets and estimate their fair values. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (in either case an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value 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. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. The determination of fair value often involves judgments about assumptions such as determining an appropriate discount rate that factors in both risk and liquidity premiums, identifying the similarities and differences in market transactions, weighting those differences accordingly and then making the appropriate adjustments to those market transactions to reflect the risks specific to our assets and liabilities being valued. Fair value measurements also require us to project our future cash flows based on our business plans and outlook which can be significantly impacted by our future growth opportunities, general market and geographic sentiment. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. |
Recently Adopted Accounting Pronouncements & Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract: Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements - a consensus of the EITF.” The standard aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Costs incurred during the planning and post implementation stages are typically expensed, while costs incurred during the development stage are typically capitalized. The capitalized implementation costs are to be expensed over the term of the hosting arrangement including renewal options to the extent those options are expected to be utilized. This update also requires the capitalized implementation costs to be presented in the consolidated financial statements consistent with the presentation of the ongoing fees and payments associated with the cloud arrangement. We adopted this update as of January 1, 2020 and applied its amendments prospectively to implementation costs incurred after the date of adoption. This update did not have a material effect on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 and its related amendments (the new lease standard or Topic 842) requires lessees to recognize all operating leases as right of use assets and lease liabilities on their balance sheet. The lease liability is initially measured at the present value of unpaid lease payments payable over the lease term including renewal periods that the lessee is reasonably certain to renew. The right of use asset is initially equal to the lease liability adjusted for any lease payments paid at or before the lease commencement date or lease incentives received and deferred rent liability. The standard also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases. On January 1, 2019, we adopted the new lease standard using the effective date transition method which allows us to report comparative periods in accordance with prior lease guidance. We have adopted the package of transition practical expedients which allows us to not reassess our existing lease classifications, initial direct costs, and whether or not an existing contract contains a lease. The lease liability for existing leases at the transition date was measured using the unpaid minimum rental payments. We recognized $91.9 million and $112.9 million of existing operating leases as right of use assets and lease liabilities, respectively, effective January 1, 2019. The adoption of the new lease standard did not have a material effect on our consolidated statement of operations and cash flows. 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 are 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 measure credit losses in a manner similar to what is required under the existing guidance, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this update as of January 1, 2020. This update did not have a material effect on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans- General (Topic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans.” The standard amends ASC 715, “Compensation - Retirement Benefits,” to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments are to be applied retrospectively. The standard is effective for public business entities for fiscal years ending after December 15, 2020, and for all other entities for fiscal years ending after December 15, 2021. Early adoption is permitted. We adopted this update as of December 31, 2020. See Note 10. Recently Issued Accounting Pronouncements |
IPO and Private Placement (Tabl
IPO and Private Placement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Use of Proceeds from Initial Public Offering | The use of the proceeds from the IPO and concurrent private placement was as follows: Gross proceeds $ 2,381.0 Less: Underwriter fees 89.1 IPO related expenses (a) 42.8 Redemption of Series A Preferred Stock 1,067.9 Make-whole payment on redemption of Series A Preferred Stock 205.2 Partial redemption of 10.250% New Senior Unsecured Notes and accrued interest 312.0 Call premium on partial redemption of 10.250% New Senior Unsecured Notes 30.8 Partial redemption of 6.875% New Senior Secured Notes and accrued interest 282.2 Call premium on partial redemption of 6.875% New Senior Secured Notes 19.3 Cash to balance sheet $ 331.7 (a) Includes payment of $30.0 million to the Originating Sponsors (see Note 19), in connection with the waiver and termination of anti-dilution rights in the Star Parent Partnership Agreement. Also in connection with the IPO transaction, we paid fees of $2.5 million each to Thomas H. Lee Partners, L.P. ("THL") Managers and entities affiliated with William P. Foley II and Chinh E. Chu (Bilcar, LLC and CC Star Holdings, LP, respectively) for services provided. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Remaining Performance Obligation | The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2020 (Successor) is as follows: 2021 2022 2023 2024 2025 Thereafter Total Future revenue $ 1,138.2 $ 534.2 $ 261.1 $ 94.6 $ 66.2 $ 134.8 $ 2,229.1 |
Schedule of Contract Balances | Successor Predecessor At December 31, 2020 At December 31, 2019 At December 31, 2018 Accounts receivable, net $ 313.7 $ 269.3 $ 270.8 Short-term contract assets $ 1.4 $ 1.0 $ 1.3 Long-term contract assets $ 3.8 $ 2.8 $ 2.6 Short-term deferred revenue $ 467.2 $ 467.5 $ 529.1 Long-term deferred revenue $ 16.3 $ 7.8 $ 7.3 |
Schedule of Amortization of Commission Assets | The amortization of commission assets is as follows: Period Amortization Year ended December 31, 2020 (Successor) $ 17.0 Period from January 1 to December 31, 2019 (Successor) $ 4.7 Period from January 1 to February 7, 2019 (Predecessor) $ 3.2 Year ended December 31, 2018 (Predecessor) $ 26.9 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserves and Utilization | The following table sets forth the restructuring reserves and utilization: Severance Contract Termination Total Predecessor: Balance as of December 31, 2017 $ 12.7 $ 3.5 $ 16.2 Charge taken during 2018 22.3 3.1 25.4 Payments made during 2018 (30.3) (3.7) (34.0) Balance remaining as of December 31, 2018 $ 4.7 $ 2.9 $ 7.6 Charge taken from January 1 to February 7, 2019 0.1 — 0.1 Payments made through February 7, 2019 (1.6) (0.5) (2.1) Reclassification related to leases pursuant to the adoption of Topic 842 — (2.4) (2.4) Balance remaining as of February 7, 2019 $ 3.2 $ — $ 3.2 Successor: Balance as of December 31, 2018 $ — $ — $ — Impact of purchase accounting 3.2 — 3.2 Charge taken during 2019 (1) 36.6 12.2 48.8 Payments and other adjustments made during 2019 (33.5) (7.4) (40.9) Balance remaining as of December 31, 2019 $ 6.3 $ 4.8 $ 11.1 Charge taken during 2020 (1) 9.9 5.9 15.8 Payments made during 2020 (13.7) (3.3) (17.0) Balance remaining as of December 31, 2020 $ 2.5 $ 7.4 $ 9.9 |
Notes Payable and Indebtedness
Notes Payable and Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Our borrowings are summarized in the following table: December 31, 2020 At December 31, 2019 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: New Repatriation Bridge Facility (1) February 7, 2020 $ — $ — $ — $ 63.0 $ 0.1 $ 62.9 New Term Loan Facility (1) 25.3 — 25.3 19.0 — 19.0 Total short-term debt $ 25.3 $ — $ 25.3 $ 82.0 $ 0.1 $ 81.9 Debt Maturing After One Year: New Term Loan Facility (1) February 8, 2026 $ 2,485.7 $ 77.1 $ 2,408.6 $ 2,511.0 $ 98.3 $ 2,412.7 New Revolving Facility (1) (2) September 11, 2025 — — — — — — 6.875% New Senior Secured Notes (1) August 15, 2026 420.0 8.2 411.8 700.0 15.8 684.2 10.250% New Senior Unsecured Notes (1) February 15, 2027 450.0 14.6 435.4 750.0 28.0 722.0 Total long-term debt $ 3,355.7 $ 99.9 $ 3,255.8 $ 3,961.0 $ 142.1 $ 3,818.9 Total debt $ 3,381.0 $ 99.9 $ 3,281.1 $ 4,043.0 $ 142.2 $ 3,900.8 * Represents unamortized portion of debt issuance costs and discounts. (1) The New Senior Secured Credit Facilities and Successor notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at December 31, 2020 and December 31, 2019. |
Schedule of Maturities of Debt | The scheduled maturities and interest payments for our total debt outstanding as of December 31, 2020, plus the draw down of the $300 million Incremental Term Loan on January 8, 2021 discussed above, are as follows: 2021 2022 2023 2024 2025 Thereafter Total Principal $ 28.3 $ 28.3 $ 28.3 $ 28.3 $ 28.3 $ 3,539.5 $ 3,681.0 Interest 181.1 183.0 181.9 180.7 179.6 109.0 1,015.3 Total Debt $ 209.4 $ 211.3 $ 210.2 $ 209.0 $ 207.9 $ 3,648.5 $ 4,696.3 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Right of Use Assets and Lease Liabilities and Other Supplemental Information on Remaining Lease Term and Discount Rate | The right of use assets and lease liabilities included in our balance sheet are as follows: December 31, 2020 December 31, 2019 Right of use assets included in other non-current assets $ 72.9 $ 87.9 Short-term operating lease liabilities included in other accrued and current liabilities $ 23.3 $ 22.4 Long-term operating lease liabilities included in other non-current liabilities 68.4 71.2 Total operating lease liabilities $ 91.7 $ 93.6 |
Schedule of Operating Lease Cost and Supplemental Cash Flow Information | The operating lease cost, supplemental cash flow and other information, and maturity analysis for leases is as follows: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Operating lease costs $ 27.5 $ 24.6 $ 2.8 Variable lease costs 3.6 3.9 1.0 Short-term lease costs 0.4 0.2 — Sublease income (0.8) (0.7) (0.1) Total lease costs $ 30.7 $ 28.0 $ 3.7 Other supplemental information on remaining lease term and discount rate is as follows: December 31, 2020 December 31, 2019 Weighted average remaining lease term (in years) 5.0 5.0 Weighted average discount rate 5.5 % 5.9 % |
Schedule of Maturity Analysis for Operating Lease Liabilities | The maturity analysis for operating lease liabilities is as follows: December 31, 2020 2021 $ 27.7 2022 24.0 2023 15.3 2024 10.9 2025 9.5 Thereafter 17.5 Undiscounted cash flows 104.9 Less imputed interest 13.2 Total operating lease liabilities $ 91.7 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Provision for Income Taxes | Income (loss) before provision for income taxes consisted of: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 U.S. $ (398.1) $ (811.5) $ (131.7) $ 229.8 Non-U.S 178.8 135.6 28.9 143.3 Income (loss) before provision for income taxes and equity in net income of affiliates $ (219.3) $ (675.9) $ (102.8) $ 373.1 |
Schedule of Provision for Income Taxes | Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Current tax provision: U.S. Federal $ (28.8) $ (0.3) $ (11.1) $ (5.7) State and local 7.4 1.6 (3.4) 1.0 Non-U.S. 28.6 15.8 4.8 23.5 Total current tax provision $ 7.2 $ 17.1 $ (9.7) $ 18.8 Deferred tax provision: U.S. Federal $ (100.7) $ (109.8) $ (14.8) $ 54.2 State and local (16.9) (23.5) (3.0) 9.8 Non-U.S. (0.1) (2.0) — (1.2) Total deferred tax provision $ (117.7) $ (135.3) $ (17.8) $ 62.8 Provision (benefit) for income taxes $ (110.5) $ (118.2) $ (27.5) $ 81.6 |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, Year ended December 31, 2018 Statutory tax rate 21.0 % 21.0 % 21.0 % 21.0 % State and local taxes, net of U.S. Federal tax benefits 5.8 3.4 7.0 2.9 Nondeductible charges (1) (1.2) (3.7) (1.4) 0.7 Change in fair value of make-whole derivative liability (2) (3.1) (5.4) — — U.S. taxes on foreign income (1.0) (0.4) (0.2) 0.8 Non-U.S. taxes 3.8 1.5 1.2 (1.1) Valuation allowance (3) (0.2) 4.0 — (0.1) Legacy transaction costs (4) — — 6.8 — Interest (0.2) (0.1) — 0.1 Tax credits and deductions 6.9 1.7 0.5 (2.7) Tax impact of earnings repatriation (5) — — — 3.8 Tax contingencies related to uncertain tax positions (4) (0.8) (0.4) (8.2) (0.2) Impact of tax accounting method change (6) — — — (3.6) GILTI tax (8.5) (4.4) — — CARES Act (7) 26.4 — — — Other 1.5 0.3 — 0.3 Effective tax rate 50.4 % 17.5 % 26.7 % 21.9 % (1) The impact for 2020 reflects non-deductible transaction costs associated with our Initial Public Offering in July 2020. The impact for the 2019 Successor and Predecessor periods reflects non-deductible transaction costs associated with the Take-Private Transaction. (2) The impact was due to the non-deductible mark to market expense for tax purposes. The change in fair value of make-whole derivative liability expense was associated with the make-whole provision liability for the Series A Preferred Stock. (3) The impact for the recognition of deferred tax assets for net operating losses. (4) The impact for the Predecessor period from January 1 to February 8, 2019 was primarily related to deductible legacy transaction costs incurred in predecessor historical periods. (5) The impact was due to the mandatory one-time tax on undistributed earnings from our non-U.S. subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act ("2017 Act") in December 2017, which included a provisional charge in 2017 and measurement period adjustments in 2018 to finalize the calculation consistent with the guidance in SAB 118. (6) The impact was due to a U.S. tax accounting method change approved by the Internal Revenue Service in April 2018. (7) The impact was due to the CARES Act which was signed into law on March 27, 2020. Among other provisions, the law provides that net operating losses arising in a tax year beginning in 2018, 2019, or 2020 can be carried back five years. |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) are comprised of the following: December 31, 2020 2019 Deferred tax assets: Operating losses $ 63.2 $ 68.4 Interest expense carryforward 93.5 62.3 Restructuring costs 2.3 3.9 Bad debts 4.9 3.9 Accrued expenses 9.0 21.0 Capital loss and credit carryforwards 13.8 11.5 Foreign exchange — 2.4 Pension and postretirement benefits 71.2 49.9 ASC 842 - Lease liability 17.6 17.1 Other 9.0 5.0 Total deferred tax assets $ 284.5 $ 245.4 Valuation allowance (35.8) (33.1) Net deferred tax assets $ 248.7 $ 212.3 Deferred tax liabilities: Intangibles $ (1,318.2) $ (1,408.3) Foreign exchange (6.3) — Deferred revenue — (4.1) ASC 842 - ROU asset (15.2) (20.5) Other — (0.3) Total deferred tax liabilities $ (1,339.7) $ (1,433.2) Net deferred tax (liabilities) assets $ (1,091.0) $ (1,220.9) |
Schedule of Reconciliation of Unrecognized Tax Benefits | The following is a reconciliation of the gross unrecognized tax benefits: Predecessor: Gross unrecognized tax benefits as of January 1, 2018 $ 7.7 Additions for prior years ’ tax positions 1.7 Additions for current year’s tax positions 0.9 Settlements with taxing authority (1.8) Reduction due to expired statute of limitations (1) (3.1) Gross unrecognized tax benefits as of December 31, 2018 $ 5.4 Additions for current year’s tax positions 8.9 Gross unrecognized tax benefits as of February 7, 2019 $ 14.3 Successor: Gross unrecognized tax benefits as of January 1, 2019 $ — Impact of purchase accounting 14.3 Additions for current year ’ s tax positions 5.3 Settlements with taxing authority (1.6) Reduction in prior years ’ tax positions (0.1) Reduction due to expired statute of limitations (2) (0.8) Gross unrecognized tax benefits as of December 31, 2019 $ 17.1 Additions for current year ’ s tax positions 2.3 Increase in prior years ’ tax positions 0.3 Reduction due to expired statute of limitations (3) (0.8) Gross unrecognized tax benefits as of December 31, 2020 $ 18.9 (1) The decrease was primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2014 tax year. (2) The decrease was primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2015 tax year. |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Schedule of Changes in Benefit Obligations and Plan Assets | The following table sets forth the changes in our benefit obligations and plan assets for our pension and postretirement plans. The table also presents the line items in the consolidated balance sheet where the related assets and liabilities are recorded: Pension Plans Postretirement Benefit Obligations Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, Change in Benefit Obligation: Benefit obligation at the beginning of the period $ (1,762.4) $ — $ (1,897.2) $ (2.0) $ — $ (5.3) Take-Private Transaction assumed benefit obligation — (1,790.8) — — (5.6) — Service cost (1.7) (1.4) (0.3) — — — Interest cost (42.2) (46.7) (6.8) — (0.1) — Benefits paid 86.6 187.6 198.9 0.8 0.7 0.1 Plan amendment — — — — 3.0 — Settlement 7.5 — — — — — Plan participant contributions (0.1) (0.2) — (0.1) (0.1) — Actuarial (loss) gain (162.5) (111.2) (80.5) (0.3) 0.1 (0.4) Effect of changes in foreign currency exchange rates (11.1) 0.3 (4.9) — — — Benefit obligation at the end of the period $ (1,885.9) $ (1,762.4) $ (1,790.8) $ (1.6) $ (2.0) $ (5.6) Change in Plan Assets: Fair value of plan assets at the beginning of the period $ 1,572.9 $ — $ 1,413.1 $ — $ — $ — Take-Private Transaction acquired plan assets — 1,477.3 — — — — Actual return on plan assets 109.6 169.5 67.3 — — — Employer contributions 5.1 113.5 191.0 0.7 0.6 0.1 Plan participant contributions 0.1 0.2 — 0.1 0.1 — Benefits paid (86.6) (187.6) (198.9) (0.8) (0.7) (0.1) Settlement (7.5) — — — — — Effect of changes in foreign currency exchange rates 10.5 — 4.8 — — — Fair value of plan assets at the end of the period $ 1,604.1 $ 1,572.9 $ 1,477.3 $ — $ — $ — Net funded status of plan $ (281.8) $ (189.5) $ (313.5) $ (1.6) $ (2.0) $ (5.6) Pension Plans Postretirement Benefit Obligations December 31, December 31, December 31, December 31, Amounts recorded in the consolidated balance sheets: Prepaid pension costs $ 4.3 $ 9.9 $ — $ — Short-term pension and postretirement benefits (0.4) (0.3) (0.2) (0.4) Long-term pension and postretirement benefits (285.7) (199.1) (1.4) (1.6) Net amount recognized $ (281.8) $ (189.5) $ (1.6) $ (2.0) Accumulated benefit obligation $ 1,878.7 $ 1,755.8 N/A N/A Amount recognized in accumulated other comprehensive loss consists of: Actuarial loss (gain) $ 164.2 $ 24.3 $ 0.2 $ (0.2) Prior service cost (credit) 0.5 — (2.6) (3.1) Total amount recognized - pretax $ 164.7 $ 24.3 $ (2.4) $ (3.3) |
Schedule of Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation | At December 31, 2020 and December 31, 2019, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation were as follows: 2020 2019 Accumulated benefit obligation $ 1,852.3 $ 1,437.9 Fair value of plan assets 1,572.2 1,240.0 Unfunded accumulated benefit obligation $ 280.1 $ 197.9 Projected benefit obligation $ 1,858.2 $ 1,439.5 |
Schedule of Components of Net Periodic Cost (Income) | 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 Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Components of net periodic cost (income): Service cost $ 1.7 $ 1.4 $ 0.3 $ 3.7 $ — $ — $ — $ 0.5 Interest cost 42.2 46.7 6.8 57.2 — 0.1 — 0.3 Expected return on plan assets (87.7) (82.7) (10.6) (96.4) — — — — Amortization of Prior Service Cost (Credit) — — — 0.2 (0.4) — (0.1) (0.3) Recognized actuarial loss (gain) — — 4.0 42.5 — — (0.1) (1.5) Net periodic cost (income) $ (43.8) $ (34.6) $ 0.5 $ 7.2 $ (0.4) $ 0.1 $ (0.2) $ (1.0) |
Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income (Loss): Pension Plans Postretirement Benefit Obligations Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial (loss) gain arising during the year, before tax benefit (expense) of $34.6 and $6.1 for the year ended December 31, 2020 and period from February 8 to December 31, 2019, respectively, and $15.7 in 2018 (1) $ (139.9) $ (24.3) $ — $ (71.7) $ (0.4) $ 0.2 $ — $ (0.1) Prior service credit (cost) arising during the year, before tax benefit (expense) of $0.1 and $(0.8) for the year ended December 31, 2020 and period from February 8 to December 31, 2019, respectively, and $(1.2) in 2018 (1) $ (0.5) $ — $ — $ (4.0) $ (0.1) $ 3.1 $ — $ 9.8 Less: Amortization of actuarial (loss) gain, before tax benefit (expense) of $(22.2) for the period from January 1 to February 7, 2019, and $(9.0) in 2018 (2) $ — $ — $ (87.7) $ (42.5) $ — $ — $ 0.1 $ 1.5 Amortization of prior service (cost) credit, before tax benefit (expense) of $(0.1) for the year ended December 31, 2020 $ — $ — $ — $ (0.2) $ 0.4 $ — $ 0.1 $ 0.3 (1) In connection with the Take-Private Transaction, we have remeasured our global pension and postretirement plans on February 8, 2019 in accordance with the guidance within ASC 805 and ASC 715 to recognize as part of the transaction an asset or a liability representing the funded status of each of the plans. The unrecognized actuarial losses or gains were set to zero as of February 8, 2019 as a result of purchase accounting. (2) For the period from January 1 to February 7, 2019, amortization of actuarial loss included the impact of the settlement charge related to the U.S. Non-Qualified plans. |
Schedule of Weighted-Average Assumptions Used to Determine Projected Benefit Obligations and Periodic Benefit Cost | The following table sets forth the significant weighted-average assumptions we used to determine the projected benefit obligation and the periodic benefit cost: Pension Plans Postretirement Benefit Obligations Successor Predecessor Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Discount rate for determining projected benefit obligation at December 31 2.00 % 2.79 % 3.57 % 3.86 % 1.20 % 2.35 % 3.64 % 3.88 % Discount rate in effect for determining service cost 2.11 % 3.11 % 3.16 % 2.99 % N/A N/A N/A 3.15 % Discount rate in effect for determining interest cost 2.48 % 3.29 % 3.51 % 2.90 % 2.10 % 3.25 % 3.52 % 2.85 % Weighted average expected long-term return on plan assets 6.19 % 6.72 % 6.56 % 6.72 % N/A N/A N/A N/A Rate of compensation increase for determining projected benefit obligation at December 31 3.00 % 3.00 % 3.00 % 2.99 % N/A N/A N/A N/A Rate of compensation increase for determining net pension cost 3.00 % 3.07 % 3.04 % 6.10 % N/A N/A N/A N/A |
Schedule of Plan Assets at Fair Value | The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2020 (Successor): Asset category Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs Significant Unobservable Inputs Total Short-term investment funds $ 21.2 $ — $ — $ 21.2 Aon Hewitt Collective Trust Investment Funds: Equity funds $ 448.5 $ — $ — $ 448.5 Fixed income funds 475.3 — — 475.3 Real estate funds 6.8 — — 6.8 Total Aon Hewitt Collective Trust Investment Funds $ 930.6 $ — $ — $ 930.6 Total $ 951.8 $ — $ — $ 951.8 Other Investments Measured at Net Asset Value Aon Hewitt Collective Investment Trust Funds $ 147.5 Aon Alternative Investment Funds: Fixed income funds 137.3 Venture Capital Fund 4.7 Other Non-U.S. commingled equity and fixed income 362.9 Total other investments measured at net asset value $ 504.9 Total investments at fair value $ 1,604.2 The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2019 (Successor): Asset category Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs Significant Unobservable Inputs Total Short-Term investment funds $ 16.1 $ — $ — $ 16.1 Aon Hewitt Collective Trust Funds: Equity funds $ 450.8 $ — $ — $ 450.8 Fixed income funds 565.4 — — 565.4 Real estate funds 76.1 — — 76.1 Total Aon Hewitt Trust Funds $ 1,092.3 $ — $ — $ 1,092.3 Total $ 1,108.4 $ — $ — $ 1,108.4 Other Investments Measured at Net Asset Value Aon Alternative Investment Funds: Fixed income funds $ 127.4 Venture Capital Fund 3.9 Other Non-U.S. commingled equity and fixed income 333.2 Total other investments measured at net asset value $ 464.5 Total investments at fair value $ 1,572.9 |
Schedule of Weighted Average Asset Allocations and Target Asset Allocations by Asset Category | The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans: Asset Allocations Target Asset Allocations December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Return-Seeking assets 58 % 59 % 56 % 56 % Liability-Hedging assets 42 % 41 % 44 % 44 % Total 100 % 100 % 100 % 100 % |
Schedule of Expected Benefit Payments | The following table summarizes expected benefit payments from our pension plans and postretirement plans through 2030. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions: Pension Plans Postretirement Benefit Plans 2021 $ 96.0 $ 0.3 2022 $ 97.4 $ 0.2 2023 $ 99.3 $ 0.2 2024 $ 100.3 $ 0.2 2025 $ 101.1 $ 0.2 2026 - 2030 $ 510.2 $ 0.6 |
Schedule of Healthcare Trend Assumptions | The following table presents healthcare trend assumptions used to determine the year end benefit obligation: 2020 2019 Medical (1) 5.3 % 5.3 % Prescription drug (1) 8.5 % 8.0 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Components of Equity-Based Compensation | The following tables set forth the components of our stock-based compensation and expected tax benefit for years ended 2020, 2019 and 2018 related to the plans in effect during the respective year: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Stock-based compensation expense: Restricted stock and restricted stock units $ 3.1 $ — $ 11.7 $ 9.6 Stock options 23.0 — — — Incentive units 19.0 11.7 — — Employee stock purchase plan ("ESPP") — — — 1.2 Total compensation expense $ 45.1 $ 11.7 $ 11.7 $ 10.8 In connection with the Take-Private Transaction on February 8, 2019, all outstanding stock options and restricted stock units, whether vested or unvested, were cancelled and converted into the right to receive $145 in cash per share, less any applicable exercise price. As a result, an expense of $10.4 million was included in the Predecessor’s net earnings for the period from January 1, 2019 to February 7, 2019 in connection with the acceleration of the vesting of the outstanding grants. In addition, we recorded $56.3 million related to incentive units granted to certain investors for the period from January 1 to December 31, 2019 (Successor). See further discussion below. Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Expected tax benefit: Restricted stock and restricted stock units $ 0.5 $ — $ — $ 2.3 Stock options 5.9 — — — Total compensation expense $ 6.4 $ — $ — $ 2.3 |
Schedule of Grants during Period | The following table summarizes the restricted stock, restricted stock units and stock options granted in 2020: Date Number of shares granted Grant date fair value per share Vesting period (in years) Vesting Criteria Restricted Stock & RSU's: (1) August 12, 2020 75,378 $25.87 1.0 Service August 12, 2020 220,335 $25.87 2.6 Service August 12, 2020 205,546 $25.87 1.7 Service November 6, 2020 184,672 $26.13 3.0 Service November 9, 2020 9,568 $25.88 3.0 Service December 1, 2020 7,400 $27.03 3.0 Service Stock Options: June 30, 2020 (2) 4,160,000 $4.80 0.0 N/A June 30, 2020 (3) 3,840,000 $5.19 3.0 Service (1) Employee awards generally vest ratably over three years and director awards vest 100% after one year. (2) Awards were granted in connection with the IPO and fully vested at time of grant. See Note 19, "Related Parties" for further discussion. (3) Awards vest ratably over three years in annual installments, commencing on the first anniversary of the grant date. The following table sets forth the profits interest units granted subsequent to the Take-Private Transaction during the 2019 Successor period: Units Granted During Quarter Ended Number of Units Granted Weighted Average Exercise Price Weighted Average Fair Value of Underlying Share Weighted Average Fair Value Per Unit March 31, 2019 32,987.0078 $10,329.70 $10,000.00 $2,449.59 June 30, 2019 1,726.5100 $10,329.70 $10,000.00 $2,366.59 September 30, 2019 74.7300 $10,329.70 $10,000.00 $2,198.20 December 31, 2019 198.0500 $10,329.70 $10,000.00 $2,140.61 Total 34,986.2978 $2,443.21 |
Schedule of Restricted Stock and RSU Activity | The following tables summarize the restricted stock, RSU's and stock options activity in 2020: Restricted Stock & RSU's Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2020 — $— Granted (4) 702,899 $25.95 Forfeited — $— Vested — $— Balances, December 31, 2020 702,899 $25.95 1.3 $17.5 (4) Included in the RSU's granted during the period is the conversion of 205,546 phantom units. |
Schedule of Stock Option Activity | Stock Options Number of Weighted-Average Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balances, January 1, 2020 — $— Granted 8,000,000 $22.00 Forfeited (350,000) $22.00 Vested — $— Balances, December 31, 2020 7,650,000 $22.00 6.5 $22.2 Expected to vest as of December 31, 2020 3,490,000 $22.00 6.5 $10.1 Exercisable as of December 31, 2020 4,160,000 $22.00 6.5 $12.1 Changes in stock options for the period from January 1, 2019 to February 7, 2019 are summarized as follows: Shares Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Stock Options: Outstanding at December 31, 2018 55,174 $84.15 3.2 $3.2 Granted — — Exercised — — Forfeited or expired — — Outstanding at February 7, 2019 55,174 $84.15 3.1 $3.4 Exercisable at February 7, 2019 (1) 55,174 $84.15 3.1 $3.4 (1) Options were exchanged for rights to receive $145 per share, less applicable exercise price, on February 8, 2019 upon the consummation of the Take-Private Transaction. |
Schedule of Fair Value Assumptions | The assumptions for the Black-Scholes valuation model related to stock options granted during the year ended December 31, 2020 are set forth in the following table: Weighted Average Assumptions Expected Stock Price Volatility 28 % Expected Dividend Yield 0.0 % Expected Life of Option (in years) 3.98 Risk-Free Interest Rate 0.23 % Black Scholes Value $4.99 Exercise Price $22.00 Class B Class C Expected Stock Price Volatility 43.9 % 43.9 % Risk-free interest rate 2.43 % 2.40 % Time to liquidity (in years) 3.5 3.4 Expected dividend yield — — Fair Value of units $3,480 $3,332 Discount for lack of marketability 27 % 28 % Adjusted fair value of units $2,540 $2,443 2018 Expected Stock Price Volatility 24 % Expected dividend yield 1.7 % Expected term (in years) 3.0 Risk-free interest rate 2.33 % Fair value of RSUs granted $141.44 For awards based on the Company’s three 2018 Expected Stock Price Volatility 25 % Expected dividend yield 1.7 % Expected term (in years) 2.8 Risk-free interest rate 2.32 % Fair value of RSUs granted $171.93 |
Schedule of Nonvested Performance-Based Restricted Stock Units Activity | Changes in our nonvested performance-based restricted stock units for the period from January 1, 2019 to February 7, 2019 are summarized as follows: Shares Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Performance-based Restricted Stock Units: Nonvested Shares at December 31, 2018 143,236 $122.11 1.3 $20.4 Granted — — Adjustment For Shares Earned Against Target (1) 5,727 $0.00 Vested — — Forfeited (869) $129.33 Shares at February 7, 2019 (2) 148,094 $122.07 $21.5 (1) Represents share adjustment as a result of final and expected performance against specified performance targets. (2) Options were exchanged for rights to receive $145 per share, less applicable exercise price, on February 8, 2019 upon the consummation of the Take-Private Transaction. |
Schedule of Nonvested Service-Based Restricted Stock Units Activity | Changes in our nonvested service-based restricted stock units for the period from January 1, 2019 to February 7, 2019 are summarized as follows: Shares Weighted Average Grant-Date Fair Value Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Service-based Restricted Stock Units: Nonvested Shares at December 31, 2018 122,757 $111.74 1.1 $17.5 Granted — Vested (1,253) $117.91 Dividend equivalent rights 4,692 Forfeited (869) $121.65 Nonvested Shares at February 7, 2019 (1) 125,327 $112.86 1.0 $18.2 (1) Shares were exchanged for rights to receive $145 per share on February 8, 2019 upon the consummation of the Take-Private Transaction. |
Schedule of ESPP Valuation Assumptions | Expense for ESPP was based on the fair value of the first day of the offering period which was calculated using the Black-Scholes option valuation model that used the weighted average assumptions in the following table: 2018 Expected Stock Price Volatility 22 % Expected dividend yield 1.8 % Expected term (in years) 0.5 Risk-free interest rate 1.96 % Fair value of options granted $24.25 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (175.6) $ (674.0) $ (75.6) $ 288.1 Weighted average number of shares outstanding-basic 367.1 314.5 37.2 37.1 Weighted average number of shares outstanding-diluted 367.1 314.5 37.2 37.3 Earnings (loss) per share of common stock: Basic $ (0.48) $ (2.14) $ (2.04) $ 7.76 Diluted $ (0.48) $ (2.14) $ (2.04) $ 7.72 |
Schedule of Reconciliation of Common Stock Issued and Outstanding | Below is a reconciliation of our Successor common stock issued and outstanding: Common shares issued and outstanding as of January 1, 2019 314,494,968 Shares issued — Common shares issued and outstanding as of December 31, 2019 314,494,968 Shares issued in connection with IPO and private placement 108,506,312 Issuance of restricted stock awards 416,851 Common shares issued as of December 31, 2020 423,418,131 Less: treasury shares 465,903 Common shares outstanding as of December 31, 2020 422,952,228 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Instruments in Consolidated Balance Sheet | Fair Values of Derivative Instruments in the Consolidated Balance Sheets Asset Derivatives Liability Derivatives December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current $ — Other Current $ — Other Accrued & $ 1.0 Other Accrued & $ 1.9 Total Derivatives designated as hedging instruments $ — $ — $ 1.0 $ 1.9 Derivatives not designated as hedging instruments Make-whole derivative liability Other Current Assets $ — Other Current Assets $ — Make-whole derivative liability $ — Make-whole derivative liability $ 172.4 Foreign exchange collar Other Current Assets 23.5 Other Current Assets $ — Foreign exchange forward contracts Other Current 2.5 Other Current 1.6 Other Accrued & 1.0 Other Accrued & 2.6 Total derivatives not designated as hedging instruments $ 26.0 $ 1.6 $ 1.0 $ 175.0 Total Derivatives $ 26.0 $ 1.6 $ 2.0 $ 176.9 |
Schedule of Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Loss) | The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Amount of Gain or (Loss) Recognized in OCI on Derivative Successor Predecessor Derivatives in Cash Flow Hedging Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Interest Contracts $ 0.9 $ (1.6) $ — $ (0.4) Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Successor Predecessor Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Interest Expense $ (2.8) $ (0.7) $ — $ (0.9) Amount of Gain or (Loss) Recognized in Income on Derivative Successor Predecessor Location of Gain or (Loss) Recognized in Income on Derivative Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Interest Expense $ (2.8) $ (0.7) $ — $ (0.9) Derivatives Not Designated as Hedging Location of Gain or (Loss) Recognized in Amount of Gain (Loss) Recognized in Income on Derivatives Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Make-whole derivative liability Non-Operating Income (Expenses) – Net $ (32.8) $ (172.4) $ — $ — Foreign exchange collar Non-Operating Income (Expenses) – Net $ 23.5 $ — $ — $ — Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ 9.5 $ (11.1) $ 1.8 $ (6.0) |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2020 Assets: Cash equivalents (1) $ 212.3 $ — $ — $ 212.3 Other current assets: Foreign exchange forwards (2) $ — $ 2.5 $ — $ 2.5 Foreign exchange collar (5) $ — $ 23.5 $ — $ 23.5 Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 1.0 $ — $ 1.0 Swap arrangements (3) $ — $ 1.0 $ — $ 1.0 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2019 Assets: Cash equivalents (1) $ 4.1 $ — $ — $ 4.1 Other current assets: Foreign exchange forwards (2) $ — $ 1.6 $ — $ 1.6 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 2.6 $ — $ 2.6 Swap arrangements (3) $ — $ 1.9 $ — $ 1.9 Make-whole derivative liability (4) $ — $ — $ 172.4 $ 172.4 (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. (4) Represents estimated fair value related to the make-whole provision associated with the Series A Preferred Stock based on level III market data. (5) Represents foreign currency collar entered in connection with the acquisition of Bisnode. Fair value is determined based on observable market data. |
Schedule of Carrying Amount and Estimated Fair Value of Liabilities | 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 December 31, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Short-term and Long-term Debt (1) $ 847.2 $ 1,056.1 $ 1,469.1 $ 1,811.8 New Term Loan Facility (2) $ 2,433.9 $ 2,476.2 $ 2,431.7 $ 2,456.3 (1) Includes New Senior Notes (long-term) at December 31, 2020 and New Senior Notes (long-term) and New Repatriation Bridge Facility (short-term) at December 31, 2019. (2) Includes short-term and long-term portions of the New Term Loan Facility. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) (“AOCI”): Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Predecessor: Balance, December 31, 2018 $ (235.5) $ (818.3) $ (0.3) $ (1,054.1) Other comprehensive income (loss) before reclassifications 5.7 62.6 (0.1) 68.2 Amounts reclassified from accumulated other comprehensive loss, net of tax — 2.8 — 2.8 Balance, February 7, 2019 $ (229.8) $ (752.9) $ (0.4) $ (983.1) Successor: Balance, January 1, 2019 $ — $ — $ — $ — Other comprehensive income (loss) before reclassifications (6.6) (15.8) (1.6) (24.0) Amounts reclassified from accumulated other comprehensive loss, net of tax — — 0.5 0.5 Balance, December 31, 2019 $ (6.6) $ (15.8) $ (1.1) $ (23.5) Other comprehensive income (loss) before reclassifications 23.3 (106.2) (1.4) (84.3) Amounts reclassified from accumulated other comprehensive loss, net of tax — (0.3) 2.1 1.8 Balance, December 31, 2020 $ 16.7 $ (122.3) $ (0.4) $ (106.0) |
Schedule of Reclassifications out of AOCI | The following table summarizes the reclassifications out of AOCI: Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Statement Where Net Income (Loss) is Presented Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Defined Benefit Pension Plans: Amortization of prior service costs Other Income (Expense)- Net $ (0.4) $ — $ (0.1) $ — Amortization of actuarial gain/loss Other Income (Expense) - Net — — 3.9 40.9 Derivative Financial Instruments: Interest contracts Interest Expense 2.8 0.7 — 0.9 Total before tax 2.4 0.7 3.8 41.8 Tax benefit (expense) (0.6) (0.2) (1.0) (9.4) Total after tax 1.8 0.5 2.8 32.4 Total reclassifications for the period, net of tax $ 1.8 $ 0.5 $ 2.8 $ 32.4 |
Take-Private Transaction (Table
Take-Private Transaction (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.1 0.3 Total current assets 1.0 0.1 1.1 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 0.2 10.9 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.3 $ 21.6 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ 0.1 $ 21.2 Amortization Life (years) Initial Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Cash $ 0.1 $ — $ 0.1 Accounts receivable 1.9 — 1.9 Other 0.7 — 0.7 Total current assets 2.7 — 2.7 Intangible assets: Customer relationships 11 25.1 (10.6) 14.5 Technology 14 48.0 (0.6) 47.4 Goodwill 43.0 12.2 55.2 Deferred tax asset 18.4 (0.9) 17.5 Other assets 0.7 (0.2) 0.5 Total assets acquired $ 137.9 $ (0.1) $ 137.8 Deferred revenue $ 6.5 $ — $ 6.5 Other liabilities 4.4 (0.1) 4.3 Total liabilities assumed 10.9 (0.1) 10.8 Total purchase price $ 127.0 $ — $ 127.0 |
Schedule of Pro Forma Information | The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. 2019 2018 Reported revenue (Successor) $ 1,413.9 $ — Dun & Bradstreet pre-acquisition revenue 178.7 1,716.4 Deferred revenue fair value adjustment 134.3 (152.2) Pro forma revenue $ 1,726.9 $ 1,564.2 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (674.0) $ — Dun & Bradstreet pre-acquisition net income (loss) (75.6) 288.1 Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 104.4 (118.3) Incremental amortization of intangibles (15.5) (350.7) Amortization of deferred commissions (2.0) 16.9 Transaction costs 154.9 (114.5) Pension expense adjustment 69.5 38.9 Equity-based compensation adjustment 8.1 — Preferred dividend adjustment (21.8) (128.7) Incremental interest expense and facility cost adjustment (21.9) (215.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (473.9) $ (583.7) (1) The blended statutory tax rate of 22.3% was assumed for 2019 and 2018 for the purpose of pro forma presentation. Successor Predecessor Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Reported revenue $ 1,413.9 $ 178.7 $ 1,716.4 Lattice revenue - pre-acquisition revenue 11.1 2.9 25.1 Add: deferred revenue adjustment 2.4 — (4.8) Total pro forma revenue $ 1,427.4 $ 181.6 $ 1,736.7 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (674.0) $ (75.6) $ 288.1 Pro forma adjustments - net of tax effect Pre-acquisition net loss (19.7) (1.0) (13.1) Intangible amortization - net of tax benefits (1.4) (0.4) (3.6) Deferred revenue adjustment - net of tax benefits 1.8 — (3.6) Transaction costs - net of tax benefits 0.4 — (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (692.9) $ (77.0) $ 267.4 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.1 0.3 Total current assets 1.0 0.1 1.1 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 0.2 10.9 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.3 $ 21.6 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ 0.1 $ 21.2 Amortization Life (years) Initial Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Cash $ 0.1 $ — $ 0.1 Accounts receivable 1.9 — 1.9 Other 0.7 — 0.7 Total current assets 2.7 — 2.7 Intangible assets: Customer relationships 11 25.1 (10.6) 14.5 Technology 14 48.0 (0.6) 47.4 Goodwill 43.0 12.2 55.2 Deferred tax asset 18.4 (0.9) 17.5 Other assets 0.7 (0.2) 0.5 Total assets acquired $ 137.9 $ (0.1) $ 137.8 Deferred revenue $ 6.5 $ — $ 6.5 Other liabilities 4.4 (0.1) 4.3 Total liabilities assumed 10.9 (0.1) 10.8 Total purchase price $ 127.0 $ — $ 127.0 |
Schedule of Pro Forma Information | The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. 2019 2018 Reported revenue (Successor) $ 1,413.9 $ — Dun & Bradstreet pre-acquisition revenue 178.7 1,716.4 Deferred revenue fair value adjustment 134.3 (152.2) Pro forma revenue $ 1,726.9 $ 1,564.2 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (674.0) $ — Dun & Bradstreet pre-acquisition net income (loss) (75.6) 288.1 Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 104.4 (118.3) Incremental amortization of intangibles (15.5) (350.7) Amortization of deferred commissions (2.0) 16.9 Transaction costs 154.9 (114.5) Pension expense adjustment 69.5 38.9 Equity-based compensation adjustment 8.1 — Preferred dividend adjustment (21.8) (128.7) Incremental interest expense and facility cost adjustment (21.9) (215.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (473.9) $ (583.7) (1) The blended statutory tax rate of 22.3% was assumed for 2019 and 2018 for the purpose of pro forma presentation. Successor Predecessor Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Reported revenue $ 1,413.9 $ 178.7 $ 1,716.4 Lattice revenue - pre-acquisition revenue 11.1 2.9 25.1 Add: deferred revenue adjustment 2.4 — (4.8) Total pro forma revenue $ 1,427.4 $ 181.6 $ 1,736.7 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (674.0) $ (75.6) $ 288.1 Pro forma adjustments - net of tax effect Pre-acquisition net loss (19.7) (1.0) (13.1) Intangible amortization - net of tax benefits (1.4) (0.4) (3.6) Deferred revenue adjustment - net of tax benefits 1.8 — (3.6) Transaction costs - net of tax benefits 0.4 — (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (692.9) $ (77.0) $ 267.4 |
Supplemental Financial Data (Ta
Supplemental Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Non-Current Assets | Other Non-Current Assets December 31, December 31, Right of use assets $ 72.9 $ 87.9 Prepaid pension assets 4.3 9.9 Investments 27.0 23.7 Other non-current assets 16.3 13.1 Total $ 120.5 $ 134.6 |
Schedule of Other Accrued and Current Liabilities | Other Accrued and Current Liabilities: December 31, December 31, 2019 Restructuring accruals $ 9.9 $ 11.1 Operating expenses accruals 76.5 58.7 Accrued interest expense 29.0 49.3 Short-term lease liability 23.3 22.4 Other accrued liabilities 21.6 25.8 Total $ 160.3 $ 167.3 |
Schedule of Other Non-Current Liabilities | Other Non-Current Liabilities: December 31, December 31, 2019 Deferred revenue - long term $ 16.3 $ 7.8 U.S. tax liability associated with the 2017 Act 49.8 55.0 Long-term lease liability 68.4 71.2 Other 8.7 3.7 Total $ 143.2 $ 137.7 |
Schedule of Property, Plant and Equipment - Net | Property, Plant and Equipment - Net: December 31, December 31, 2019 Furniture $ 24.3 $ 22.4 Less: Accumulated depreciation 9.2 4.4 Net: $ 15.1 $ 18.0 Leasehold improvements, less: Accumulated amortization of $4.8 and $3.1 as of December 31, 2020 and 2019, respectively 11.3 11.4 Property, plant and equipment - net $ 26.4 $ 29.4 |
Schedule of Computer Software and Goodwill | Computer Software and Goodwill: Computer Software Goodwill Predecessor: December 31, 2018 $ 133.8 $ 770.8 Additions at cost (1) 5.0 — Amortization (6.8) — Other (2) 0.1 2.7 February 7, 2019 $ 132.1 $ 773.5 Successor: January 1, 2019 $ — $ — Acquisitions (3) 376.0 2,842.8 Additions at cost (1) 56.4 — Amortization (48.4) — Other (2) (4.2) (2.7) December 31, 2019 $ 379.8 $ 2,840.1 Acquisition (4) — 10.9 Additions at cost (1) 113.1 — Amortization (70.8) — Write-off (1.0) — Other 11.6 5.2 December 31, 2020 $ 432.7 $ 2,856.2 |
Schedule of Finite-Lived Intangible Assets | Other Intangibles: Customer Relationships Database and Other Other Indefinite-Lived Intangibles Total Predecessor: December 31, 2018 $ 75.7 $ 50.0 $ 158.4 $ 284.1 Additions — 0.1 — 0.1 Amortization (1.7) (1.5) — (3.2) Other (2) 0.1 — — 0.1 February 7, 2019 (5) $ 74.1 $ 48.6 $ 158.4 $ 281.1 Successor: January 1, 2019 $ — $ — $ — $ — Acquisition (6) 2,403.0 1,999.7 1,275.8 5,678.5 Additions — 0.6 — 0.6 Amortization (239.5) (186.3) — (425.8) Other (2) (1.4) (0.5) — (1.9) December 31, 2019 (5) $ 2,162.1 $ 1,813.5 $ 1,275.8 $ 5,251.4 Acquisitions (4) 2.4 6.8 9.2 Additions — 0.6 — 0.6 Amortization (255.1) (201.6) — (456.7) Other (2) 3.1 4.4 — 7.5 December 31, 2020 (5) $ 1,912.5 $ 1,623.7 $ 1,275.8 $ 4,812.0 (1) Primarily related to software-related enhancements on products. (2) Primarily due to the impact of foreign currency fluctuations. (3) Related to the Take-Private Transaction in February 2019 and Lattice acquisition in July 2019. See Note 15 and 16 for further detail. (4) Related to the acquisition of Orb Intelligence and coAction.com. (5) Customer Relationships—Net of accumulated amortization of $495.5 million, $239.5 million, and $56.6 million as of December 31, 2020 (Successor), December 31, 2019 (Successor), and February 7, 2019 (Predecessor), respectively. Database and Other—Net of accumulated amortization of $388.5 million, $186.3 million, and $121.4 million as of December 31, 2020 (Successor), as of December 31,2019 (Successor), and February 7, 2019 (Predecessor), respectively. (6) Related to fair values of identifiable intangible assets recorded from purchase accounting as a result of the Take-Private Transaction in February 2019 and the acquisition of Lattice in July 2019. |
Schedule of Indefinite-Lived Intangible Assets | Other Intangibles: Customer Relationships Database and Other Other Indefinite-Lived Intangibles Total Predecessor: December 31, 2018 $ 75.7 $ 50.0 $ 158.4 $ 284.1 Additions — 0.1 — 0.1 Amortization (1.7) (1.5) — (3.2) Other (2) 0.1 — — 0.1 February 7, 2019 (5) $ 74.1 $ 48.6 $ 158.4 $ 281.1 Successor: January 1, 2019 $ — $ — $ — $ — Acquisition (6) 2,403.0 1,999.7 1,275.8 5,678.5 Additions — 0.6 — 0.6 Amortization (239.5) (186.3) — (425.8) Other (2) (1.4) (0.5) — (1.9) December 31, 2019 (5) $ 2,162.1 $ 1,813.5 $ 1,275.8 $ 5,251.4 Acquisitions (4) 2.4 6.8 9.2 Additions — 0.6 — 0.6 Amortization (255.1) (201.6) — (456.7) Other (2) 3.1 4.4 — 7.5 December 31, 2020 (5) $ 1,912.5 $ 1,623.7 $ 1,275.8 $ 4,812.0 (1) Primarily related to software-related enhancements on products. (2) Primarily due to the impact of foreign currency fluctuations. (3) Related to the Take-Private Transaction in February 2019 and Lattice acquisition in July 2019. See Note 15 and 16 for further detail. (4) Related to the acquisition of Orb Intelligence and coAction.com. (5) Customer Relationships—Net of accumulated amortization of $495.5 million, $239.5 million, and $56.6 million as of December 31, 2020 (Successor), December 31, 2019 (Successor), and February 7, 2019 (Predecessor), respectively. Database and Other—Net of accumulated amortization of $388.5 million, $186.3 million, and $121.4 million as of December 31, 2020 (Successor), as of December 31,2019 (Successor), and February 7, 2019 (Predecessor), respectively. (6) Related to fair values of identifiable intangible assets recorded from purchase accounting as a result of the Take-Private Transaction in February 2019 and the acquisition of Lattice in July 2019. |
Schedule of Future Amortization of Computer Software and Intangible Assets | The table below sets forth the future amortization as of December 31, 2020 associated with computer software and other intangibles primarily recognized as a result of the Take-Private Transaction and the acquisition of Lattice: 2021 2022 2023 2024 2025 Thereafter Total Computer Software $ 101.6 $ 92.5 $ 83.6 $ 56.4 $ 48.4 $ 50.2 $ 432.7 Customer Relationship 239.3 223.3 207.3 191.1 175.0 876.5 1,912.5 Database 190.3 179.1 167.8 156.6 145.3 784.6 1,623.7 Total $ 531.2 $ 494.9 $ 458.7 $ 404.1 $ 368.7 $ 1,711.3 $ 3,968.9 |
Schedule of Allowance for Doubtful Accounts | Allowance for Doubtful Accounts: Predecessor: January 1, 2018 $ 24.2 Additions charged to costs and expenses 6.7 Write-offs (9.1) Recoveries 2.7 Other (7) (10.4) December 31, 2018 14.1 Additions charged to costs and expenses 0.7 Write-offs (0.6) Recoveries 0.2 Other 0.2 February 7, 2019 $ 14.6 Successor: January 1, 2019 $ — Additions charged to costs and expenses 5.2 Recoveries 2.3 Other (0.2) December 31, 2019 7.3 Additions charged to costs and expenses 7.8 Write-offs (5.7) Recoveries 1.7 Other (0.1) December 31, 2020 $ 11.0 (7) Primarily due to the reclassification of reserve for sales cancellation to Accounts Payable resulting from the adoption of Topic 606. |
Schedule of Deferred Tax Asset Valuation Allowance | Deferred Tax Asset Valuation Allowance: Predecessor: January 1, 2018 $ 39.1 Additions charged (credited) to costs and expenses (2.8) Additions charged (credited) due to foreign currency fluctuations (1.9) Additions charged (credited) to other accounts — December 31, 2018 34.4 Additions charged (credited) to costs and expenses — Additions charged (credited) due to foreign currency fluctuations — Additions charged (credited) to other accounts — February 7, 2019 $ 34.4 Successor: January 1, 2019 $ — Additions charged (credited) to costs and expenses (27.2) Additions charged (credited) due to foreign currency fluctuations (0.5) Acquisition 60.8 December 31, 2019 33.1 Additions charged (credited) to costs and expenses 0.5 Additions charged (credited) due to foreign currency fluctuations 2.2 Additions charged (credited) to other accounts — December 31, 2020 $ 35.8 |
Schedule of Other Income (Expense) - Net | Other Income (Expense) — Net Other income (expense) - net was as follows: Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Non-operating pension income (expense) (1) $ 45.9 $ 35.9 $ (85.7) $ (2.4) Change in fair value of make-whole derivative liability (2) (32.8) (172.4) — — Partial debt redemption premium (3) (50.1) — — — Miscellaneous other income (expense) – Net (4) 25.0 (18.3) (0.3) (0.9) Other income (expense) – net $ (12.0) $ (154.8) $ (86.0) $ (3.3) (1) Higher non-operating pension income for the year ended December 31, 2020 (Successor) compared to the period from January 1, 2019 to December 31, 2019 (Successor) was primarily driven by lower interest cost and higher expected asset return. Higher non-operating pension expense for the period from January 1, 2019 to February 7, 2019 was due to a one-time pension settlement charge of $85.8 million related to the then-existing U.S. Non-Qualified plans. (2) Related to the make-whole provision associated with the Series A Preferred Stock. See Note 22 to the consolidated financial statements. (3) See Note 6 to the consolidated financial statements. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Operating Income (Loss) by Segment | Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Revenue: North America $ 1,459.9 $ 1,316.5 $ 148.2 $ 1,420.6 International 299.3 236.3 56.4 295.8 Corporate and other (1) (21.1) (138.9) (25.9) — Consolidated total $ 1,738.1 $ 1,413.9 $ 178.7 $ 1,716.4 (1) Revenue for Corporate and other represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and Lattice acquisition included in each of the Successor periods and recent acquisitions for the year ended December 31, 2020 (Successor), and the International lag adjustment (see Note 1) included in the period from January 1 to February 7, 2019 (Predecessor). Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Adjusted EBITDA North America $ 696.4 $ 634.6 $ 55.3 $ 575.9 International 94.8 78.2 20.3 91.2 Corporate and other (1) (75.8) (210.7) (9.3) (98.5) Consolidated total $ 715.4 $ 502.1 $ 66.3 $ 568.6 Depreciation and amortization (536.9) (482.4) (11.1) (88.7) Interest expense - net (270.3) (301.1) (5.2) (52.5) Dividends allocated to preferred stockholders (64.1) (114.0) — — Benefit (provision) for income taxes 110.5 118.2 27.5 (81.6) Other income (expense) - net (12.0) (154.8) (86.0) (3.3) Equity in net income of affiliates 2.3 4.2 0.5 2.8 Net income (loss) attributable to non-controlling interest (5.0) (6.5) (0.8) (6.2) Lag adjustment — — (2.7) — Other incremental or reduced expenses from the application of purchase accounting 18.8 20.7 — — Equity-based compensation (45.1) (11.7) (11.7) (10.8) Restructuring charges (34.8) (51.8) (0.1) (25.4) Merger and acquisition-related operating costs (14.1) (156.0) (52.0) (11.6) Transition costs (31.9) (37.7) (0.3) (0.3) Legal expense associated with significant legal and regulatory matters (3.9) 0.2 — (2.9) Asset impairment (4.5) (3.4) — — Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (175.6) $ (674.0) $ (75.6) $ 288.1 (1) Corporate and other includes deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and recent acquisitions of $21.1 million for the Successor year ended December 31, 2020, $138.9 million for the period from January 1, 2019 to December 31, 2019 (Successor), and the International lag adjustment of $(2.7) million for the period from January 1 to February 7, 2019 (Predecessor). |
Schedule of Supplemental Geographic and Customer Solution Set Information | Successor Predecessor Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 Depreciation and amortization: North America $ 45.9 $ 34.8 $ 5.8 $ 41.3 International 7.9 5.9 1.5 8.5 Total segments 53.8 40.7 7.3 49.8 Corporate and other (1) 483.1 441.7 3.8 38.9 Consolidated total $ 536.9 $ 482.4 $ 11.1 $ 88.7 Capital expenditures: North America $ 1.9 $ 9.6 $ 0.2 $ 3.6 International 5.6 1.9 0.1 0.7 Total segments 7.5 11.5 0.3 4.3 Corporate and other 0.2 1.0 (0.1) 0.8 Consolidated total $ 7.7 $ 12.5 $ 0.2 $ 5.1 Additions to computer software and other intangibles: North America $ 106.2 $ 48.0 $ 4.3 $ 39.5 International 6.1 6.4 0.8 4.9 Total segments 112.3 54.4 5.1 44.4 Corporate and other 1.4 2.0 — 8.7 Consolidated total $ 113.7 $ 56.4 $ 5.1 $ 53.1 (1) Depreciation and amortization for Corporate and other includes incremental amortization resulting from the Take-Private Transaction and recent acquisitions. Supplemental Geographic and Customer Solution Set Information: December 31, 2020 December 31, 2019 Assets: North America $ 8,521.9 $ 8,480.1 International 697.5 632.7 Consolidated total $ 9,219.4 $ 9,112.8 Goodwill: North America $ 2,745.5 $ 2,734.6 International 110.7 105.5 Consolidated total $ 2,856.2 $ 2,840.1 Other intangibles: North America $ 4,534.5 $ 4,953.0 International 277.5 298.4 Consolidated total $ 4,812.0 $ 5,251.4 Other non-current assets, excluding deferred income tax: North America $ 568.5 $ 500.9 International 94.7 89.9 Consolidated total $ 663.2 $ 590.8 Total long-lived assets $ 8,331.4 $ 8,682.3 Successor Predecessor Customer Solution Set Revenue Year ended December 31, 2020 Period from January 1 to December 31, 2019 Period from January 1 to February 7, 2019 Year ended December 31, 2018 North America (1): Finance & Risk $ 811.1 $ 728.2 $ 80.4 $ 792.6 Sales & Marketing 648.8 588.3 67.8 628.0 Total North America $ 1,459.9 $ 1,316.5 $ 148.2 $ 1,420.6 International: Finance & Risk $ 243.6 $ 191.3 $ 43.4 $ 233.6 Sales & Marketing 55.7 45.0 13.0 62.2 Total International $ 299.3 $ 236.3 $ 56.4 $ 295.8 Corporate and other: Finance & Risk $ (10.8) $ (82.9) $ (19.2) $ — Sales & Marketing (10.3) (56.0) (6.7) — Total Corporate and other $ (21.1) $ (138.9) $ (25.9) $ — Total Revenue: Finance & Risk $ 1,043.9 $ 836.6 $ 104.6 $ 1,026.2 Sales & Marketing 694.2 577.3 74.1 690.2 Total Revenue $ 1,738.1 $ 1,413.9 $ 178.7 $ 1,716.4 (1) Substantially all of the North America revenue is attributable to the United States. |
Contractual Obligations (Tables
Contractual Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Contractual Obligations | The following table quantifies our future contractual obligations as discussed above, as well as other contractual obligations, as of December 31, 2020: 2021 2022 2023 2024 2025 Thereafter Total Commitments to Outsourcers and Other Purchase Obligations $ 207.7 $ 146.6 $ 67.1 $ 51.2 $ 32.9 $ 60.6 $ 566.1 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Our quarterly financial statements are prepared on the same basis as the audited annual financial statements, and include all adjustments necessary for the fair statement of our results of operations for these periods. For the Three Months Ended Successor March 31, June 30, September 30, December 31, 2020 Revenue (1) $ 395.3 $ 420.6 $ 442.1 $ 480.1 Operating income (loss) (2) $ (8.3) $ (1.4) $ 45.2 $ 27.5 Net income (loss) (3)(4) $ 73.9 $ (173.8) $ (14.9) $ 8.3 Net (income) loss attributable to the non-controlling interest $ (0.4) $ (1.2) $ (2.1) $ (1.3) Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ 41.5 $ (207.1) $ (17.0) $ 7.0 (1) Includes a reduction of revenue of $17.4 million for the three months ended March 31, 2020 due to deferred revenue purchase accounting adjustment in connection with the Take-Private Transaction. (2) Included within selling and administrative expenses is an expense of $20.0 million for the three months ended June 30, 2020, related to stock option expense in connection with the IPO. (3) Includes a n expense within non-operating expense-net of $41.3 million and $25.5 million in the three months ended June 30, 2020 and September 30, 2020, respectively, related to the premium paid and the write-off of the associated debt issuance cost and discount as a result of the partial redemption of our senior secured and unsecured notes (see Note 6). (4) Includes within non-operating expense-net a gain of $69.8 million for the three months ended March 31, 2020, and an expense of $102.6 million for the three months ended June 30, 2020 related to the change in fair value of make-whole derivative liability. For the Three Months Ended Predecessor Successor Period from January 1 to February 7, 2019 March 31, June 30, September 30, December 31, 2019 Revenue (1) $ 178.7 $ 174.1 $ 398.9 $ 408.2 $ 432.7 Operating loss (2) $ (11.6) $ (202.9) $ (9.1) $ (1.0) $ (7.0) Net loss (3) $ (74.8) $ (209.6) $ (60.5) $ (55.3) $ (228.1) Net (income) loss attributable to the non-controlling interest $ (0.8) $ (0.4) $ (1.5) $ (1.4) $ (3.2) Net loss attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (75.6) $ (227.9) $ (94.0) $ (88.8) $ (263.3) (1) Includes a reduction of revenue of $39.6 million, $39.2 million, $38.0 million, and $22.1 million for the three months ended March 31, June 30, September 30, and December 31, 2019 (Successor), respectively and excludes revenue of $25.9 million for the period from January 1 to February 7, 2019 (Predecessor) due to International lag adjustment also in connection with the Take-Private Transaction. (2) Includes transaction costs of $147.4 million and $52.0 million directly attributable to the Take-Private Transaction for the Successor three months ended March 31, 2019 and the Predecessor period from January 1 to February 7, 2019, respectively. In addition, for the Predecessor period from January 1 to February 7, 2019, we incurred $10.4 million to accelerate the vesting of equity-based grants as a result of the Take-Private Transaction. We also incurred higher amortization for the Successor periods associated with recognized intangible assets resulting from the Take-Private Transaction. See Note 15 and 16. (3) Includes an expense within non-operating expense-net of $85.8 million to settle a portion of the U.S. Non-Qualified plans in the Predecessor period from January 1, 2019 to February 7, 2019 as a result of the Take-Private Transaction and an expense of $172.4 million in the three months ended December 31, 2019 (Successor) related to the change in fair value of make-whole derivative liability. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | Sep. 11, 2020USD ($) | Jul. 06, 2020USD ($)$ / sharesshares | Feb. 08, 2019USD ($)shares | Aug. 08, 2018USD ($)shares | Feb. 07, 2019USD ($) | Mar. 31, 2019 | Dec. 31, 2020USD ($)segment$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | |||||||||
Stock issued (shares) | shares | 108,506,312 | ||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Consideration received on transaction | $ 2,381,000,000 | $ 1,028,400,000 | $ 1,028,400,000 | ||||||
Stock issued during period (shares) | shares | 108,506,312 | ||||||||
Syndication fee / issuance discount | $ 42,800,000 | $ 21,600,000 | $ 21,600,000 | ||||||
Number of reportable segments | segment | 2 | ||||||||
Initial term of long-term performance obligation contracts | 10 years | ||||||||
Goodwill | $ 773,500,000 | $ 2,856,200,000 | $ 2,840,100,000 | $ 770,800,000 | |||||
Impairment charges related to goodwill and indefinite-lived intangibles | 0 | 0 | 0 | 0 | |||||
Other intangibles amortization expense | 3,200,000 | 456,700,000 | 425,800,000 | ||||||
Foreign currency transaction losses | $ 800,000 | $ 7,500,000 | $ 15,800,000 | 2,200,000 | |||||
Proportion of total units issued during fiscal year that are granted (as a percent) | 94.00% | ||||||||
Other Intangibles | |||||||||
Class of Stock [Line Items] | |||||||||
Other intangibles amortization expense | $ 32,900,000 | ||||||||
Minimum | Computer Software | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of intangible assets | 3 years | ||||||||
Minimum | Other Intangibles | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of intangible assets | 5 years | ||||||||
Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Term of lease | 9 years | ||||||||
Maximum | Computer Software | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of intangible assets | 8 years | ||||||||
Maximum | Other Intangibles | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of intangible assets | 12 years | ||||||||
Arithmetic Average | |||||||||
Class of Stock [Line Items] | |||||||||
Term of lease | 2 years | ||||||||
Buildings | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of property, plant and equipment | 40 years | ||||||||
Equipment | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of property, plant and equipment | 3 years | ||||||||
Equipment | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Useful lives of property, plant and equipment | 10 years | ||||||||
Bridge Facility | Bridge Loan | |||||||||
Class of Stock [Line Items] | |||||||||
Term of debt instrument | 364 days | ||||||||
Credit facility, maximum borrowing capacity | $ 63,000,000 | ||||||||
New Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Face amount of debt instrument | $ 700,000,000 | ||||||||
Interest rate on debt instrument (as a percent) | 6.875% | ||||||||
New Senior Unsecured Notes | Unsecured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Face amount of debt instrument | $ 750,000,000 | ||||||||
Interest rate on debt instrument (as a percent) | 10.25% | ||||||||
Secured Debt | New Term Loan Facility | |||||||||
Class of Stock [Line Items] | |||||||||
Term of debt instrument | 7 years | ||||||||
Credit facility, maximum borrowing capacity | $ 2,530,000,000 | ||||||||
Revolving Credit Facility | New Revolving Facility | |||||||||
Class of Stock [Line Items] | |||||||||
Term of debt instrument | 5 years | 5 years | |||||||
Credit facility, maximum borrowing capacity | $ 850,000,000 | $ 400,000,000 | |||||||
Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued (shares) | shares | 1,050,000 | 1,050,000 | |||||||
Class A Units | Star Parent, L.P. | |||||||||
Class of Stock [Line Items] | |||||||||
Consideration received on transaction | $ 2,048,400,000 | ||||||||
Stock issued during period (shares) | shares | 206,787.3617 | ||||||||
Syndication fee / issuance discount | $ 19,500,000 | ||||||||
Class B Units | Star Parent, L.P. | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period (shares) | shares | 6,817.7428 | ||||||||
Class C Units | Star Parent, L.P. | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period (shares) | shares | 32,987.0078 | ||||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued (shares) | shares | 90,047,612 | ||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | ||||||||
Offering price (USD per share) | $ / shares | $ 22 | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued (shares) | shares | 18,458,700 | ||||||||
Offering price (USD per share) | $ / shares | $ 21.67 | ||||||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | ||||||||
Private Placement | Subsidiary of Cannae Holdings | |||||||||
Class of Stock [Line Items] | |||||||||
Consideration received on transaction | $ 200,000,000 | ||||||||
Private Placement | Subsidiary of Black Knight | |||||||||
Class of Stock [Line Items] | |||||||||
Consideration received on transaction | 100,000,000 | ||||||||
Private Placement | Affiliate of CC Capital | |||||||||
Class of Stock [Line Items] | |||||||||
Consideration received on transaction | $ 100,000,000 |
IPO and Private Placement - Nar
IPO and Private Placement - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 06, 2020USD ($)$ / sharesshares | Jun. 23, 2020shares | Feb. 08, 2019USD ($) | Aug. 08, 2018USD ($) | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | ||||||
Stock issued (shares) | 108,506,312 | |||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Gross proceeds from sale of stock | $ | $ 2,381 | $ 1,028.4 | $ 1,028.4 | |||
Common stock authorized (shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||
Preferred stock authorized (shares) | 25,000,000 | |||||
Stock split ratio | 314,494.968 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Stock issued (shares) | 90,047,612 | |||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | |||||
Offering price (USD per share) | $ / shares | $ 22 | |||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Stock issued (shares) | 18,458,700 | |||||
Offering price (USD per share) | $ / shares | $ 21.67 | |||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | |||||
Private Placement | Subsidiary of Cannae Holdings | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds from sale of stock | $ | $ 200 | |||||
Private Placement | Subsidiary of Black Knight | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds from sale of stock | $ | 100 | |||||
Private Placement | Affiliate of CC Capital | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds from sale of stock | $ | $ 100 |
IPO and Private Placement - Use
IPO and Private Placement - Use of Proceeds from IPO (Details) - USD ($) $ in Millions | Jul. 06, 2020 | Feb. 08, 2019 | Aug. 08, 2018 | Feb. 07, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Gross proceeds | $ 2,381 | $ 0 | $ 0 | $ 3,176.8 | $ 0 | |||
Underwriter fees | 89.1 | |||||||
IPO related expenses | 42.8 | $ 21.6 | $ 21.6 | |||||
Redemption of Series A Preferred Stock | 1,067.9 | 0 | 1,067.9 | 0 | 0 | |||
Make-whole payment on redemption of Series A Preferred Stock | 205.2 | |||||||
Partial redemption of Notes and accrued interest | $ 0 | 0 | $ 625.1 | $ 0 | ||||
Cash to balance sheet | 331.7 | |||||||
New Senior Unsecured Notes - 10.250% | ||||||||
Class of Stock [Line Items] | ||||||||
Partial redemption of Notes and accrued interest | 312 | |||||||
Call premium on partial redemption of Notes | 30.8 | |||||||
New Senior Unsecured Notes - 10.250% | Unsecured Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Call premium on partial redemption of Notes | $ 30.8 | |||||||
Interest rate on debt instrument (as a percent) | 10.25% | |||||||
New Senior Secured Notes - 6.875% | ||||||||
Class of Stock [Line Items] | ||||||||
Partial redemption of Notes and accrued interest | 282.2 | |||||||
Call premium on partial redemption of Notes | 19.3 | |||||||
New Senior Secured Notes - 6.875% | Secured Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Call premium on partial redemption of Notes | $ 19.3 | |||||||
Interest rate on debt instrument (as a percent) | 6.875% | |||||||
Star Parent, L.P. | Affiliated Entity | ||||||||
Class of Stock [Line Items] | ||||||||
IPO related expenses | 30 | |||||||
THL Managers | Affiliated Entity | ||||||||
Class of Stock [Line Items] | ||||||||
IPO related expenses | 2.5 | |||||||
Bilcar | Board of Directors Chairman | ||||||||
Class of Stock [Line Items] | ||||||||
IPO related expenses | 2.5 | |||||||
CC Star Holdings, LP | Director | ||||||||
Class of Stock [Line Items] | ||||||||
IPO related expenses | $ 2.5 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use assets | $ 72.9 | $ 87.9 | |
Operating lease liability | $ 91.7 | $ 93.6 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use assets | $ 91.9 | ||
Operating lease liability | $ 112.9 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 2,229.1 |
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 | $ 1,138.2 |
Period of remaining performance obligation | 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 | $ 534.2 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 261.1 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 94.6 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 66.2 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 134.8 |
Period of remaining performance obligation |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 313.7 | $ 269.3 | $ 270.8 |
Short-term contract assets | 1.4 | 1 | 1.3 |
Long-term contract assets | 3.8 | 2.8 | 2.6 |
Short-term deferred revenue | 467.2 | 467.5 | 529.1 |
Long-term deferred revenue | $ 16.3 | $ 7.8 | $ 7.3 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Increase (decrease) in deferred revenue during period | $ 8.2 | $ (61.1) |
Revenues recognized that were included in deferred revenue | 472.5 | 390.1 |
Increase (decrease) in contract asset | 1.4 | |
Contract assets reclassified to receivables | 3.2 | |
Commission assets, net of accumulated amortization | $ 83.6 | $ 47 |
Revenue - Amortization of Commi
Revenue - Amortization of Commission Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Amortization of commission assets | $ 3.2 | $ 17 | $ 4.7 | $ 26.9 |
Restructuring Charge - Narrativ
Restructuring Charge - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 07, 2019USD ($) | Dec. 31, 2020USD ($)employee | Dec. 31, 2019USD ($)employee | Dec. 31, 2018USD ($)employee | |||
Restructuring and Related Activities [Abstract] | ||||||
Restructuring charges | $ 0.1 | [1] | $ 34.8 | $ 51.8 | [1] | $ 25.4 |
Severance costs | $ 0.1 | $ 9.9 | $ 36.6 | $ 22.3 | ||
Number of employees impacted | employee | 165 | 540 | 390 | |||
Contract termination, write-down of right-of-use assets and other exit costs | $ 24.9 | $ 15.2 | $ 3.1 | |||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Restructuring Charge - Restruct
Restructuring Charge - Restructuring Reserve and Utilization (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Rollforward] | ||||
Balance at beginning of period | $ 7.6 | $ 11.1 | $ 7.6 | $ 16.2 |
Impact of purchase accounting | 3.2 | |||
Charge taken during the period | 0.1 | 15.8 | 48.8 | 25.4 |
Payments made during period | (2.1) | (17) | (39.1) | (33.8) |
Payments and other adjustments made during period | (40.9) | (34) | ||
Reclassification related to leases pursuant to the adoption of Topic 842 | (2.4) | |||
Balance at end of period | 3.2 | 9.9 | 11.1 | 7.6 |
Employee Severance [Member] | ||||
Restructuring Reserve [Rollforward] | ||||
Balance at beginning of period | 4.7 | 6.3 | 4.7 | 12.7 |
Impact of purchase accounting | 3.2 | |||
Charge taken during the period | 0.1 | 9.9 | 36.6 | 22.3 |
Payments made during period | (1.6) | (13.7) | ||
Payments and other adjustments made during period | (33.5) | (30.3) | ||
Reclassification related to leases pursuant to the adoption of Topic 842 | 0 | |||
Balance at end of period | 3.2 | 2.5 | 6.3 | 4.7 |
Contract Termination and Other Restructuring [Member] | ||||
Restructuring Reserve [Rollforward] | ||||
Balance at beginning of period | 2.9 | 4.8 | 2.9 | 3.5 |
Impact of purchase accounting | 0 | |||
Charge taken during the period | 0 | 5.9 | 12.2 | 3.1 |
Payments made during period | (0.5) | (3.3) | ||
Payments and other adjustments made during period | (7.4) | (3.7) | ||
Reclassification related to leases pursuant to the adoption of Topic 842 | (2.4) | |||
Balance at end of period | $ 0 | $ 7.4 | $ 4.8 | $ 2.9 |
Notes Payable and Indebtednes_2
Notes Payable and Indebtedness - Narrative (Details) - USD ($) | Jan. 27, 2021 | Sep. 26, 2020 | Sep. 11, 2020 | Jul. 06, 2020 | Feb. 10, 2020 | Feb. 07, 2020 | Feb. 08, 2019 | Feb. 07, 2019 | Apr. 20, 2018 | Jun. 30, 2020 | Sep. 10, 2020 | Dec. 31, 2020 | Jan. 08, 2021 | Nov. 18, 2020 | Apr. 20, 2020 | Dec. 31, 2019 | Apr. 20, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||
Write-off of deferred debt issuance costs and discount | $ 23,200,000 | |||||||||||||||||
Long-term debt | 3,281,100,000 | |||||||||||||||||
Unamortized debt issuance costs and discount | 99,900,000 | $ 142,200,000 | ||||||||||||||||
Interest Rate Swap | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term of derivative contract | 3 years | |||||||||||||||||
Notional amount of derivative | $ 300,000,000 | 129,000,000 | $ 129,000,000 | 214,000,000 | $ 214,000,000 | |||||||||||||
Standby Letters of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Contingent liabilities under open standby letters of credit and bank guarantees in favor of third parties | $ 5,900,000 | $ 1,000,000 | ||||||||||||||||
New Term Loan Facility | Secured Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term of debt instrument | 7 years | |||||||||||||||||
Credit facility, maximum borrowing capacity | $ 2,530,000,000 | |||||||||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term of debt instrument | 7 years | |||||||||||||||||
Face amount of debt instrument | $ 2,530,000,000 | |||||||||||||||||
Write-off of deferred debt issuance costs and discount | $ 6,200,000 | |||||||||||||||||
Debt issuance costs | 62,100,000 | |||||||||||||||||
Quarterly payment of principal (as a percent) | 1.00% | |||||||||||||||||
Debt discount (premium) | $ 50,600,000 | |||||||||||||||||
Effective interest rate (as a percent) | 3.898% | 6.792% | ||||||||||||||||
Third-party fees | $ 800,000 | |||||||||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate (as a percent) | 3.75% | 4.00% | 5.00% | |||||||||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.25%) | |||||||||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | LIBOR | Subsequent Event | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate (as a percent) | 3.25% | |||||||||||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.50%) | |||||||||||||||||
Incremental Term Loans | Secured Debt | Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount of debt instrument | $ 300,000,000 | |||||||||||||||||
Long-term debt | $ 0 | |||||||||||||||||
Incremental Term Loans | Secured Debt | Line of Credit | Subsequent Event | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount of debt instrument | $ 300,000,000 | |||||||||||||||||
New Revolving Facility | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term of debt instrument | 5 years | 5 years | ||||||||||||||||
Credit facility, maximum borrowing capacity | $ 850,000,000 | $ 400,000,000 | ||||||||||||||||
Write-off of deferred debt issuance costs and discount | 800,000 | |||||||||||||||||
Debt issuance costs | $ 1,700,000 | $ 9,600,000 | $ 6,500,000 | |||||||||||||||
New Revolving Facility | Revolving Credit Facility | Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term of debt instrument | 5 years | |||||||||||||||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | |||||||||||||||||
New Revolving Facility | Revolving Credit Facility | Line of Credit | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate (as a percent) | 3.50% | 3.25% | ||||||||||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.25%) | |||||||||||||||||
Bridge Facility | Bridge Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Term of debt instrument | 364 days | |||||||||||||||||
Credit facility, maximum borrowing capacity | $ 63,000,000 | |||||||||||||||||
Debt issuance costs | $ 1,500,000 | |||||||||||||||||
Effective interest rate (as a percent) | 5.292% | |||||||||||||||||
Bridge Facility | Bridge Loan | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Basis spread on variable rate (as a percent) | 3.50% | |||||||||||||||||
New Senior Secured Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Payment of call premium | $ 19,300,000 | |||||||||||||||||
New Senior Secured Notes | Secured Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount of debt instrument | $ 700,000,000 | |||||||||||||||||
Interest rate on debt instrument (as a percent) | 6.875% | |||||||||||||||||
Write-off of deferred debt issuance costs and discount | $ 5,700,000 | |||||||||||||||||
Payment of call premium | 19,300,000 | |||||||||||||||||
Debt issuance costs | $ 17,900,000 | 8,600,000 | ||||||||||||||||
Repayments of secured debt | $ 280,000,000 | |||||||||||||||||
New Senior Unsecured Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Payment of call premium | 30,800,000 | |||||||||||||||||
New Senior Unsecured Notes | Unsecured Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount of debt instrument | $ 750,000,000 | |||||||||||||||||
Interest rate on debt instrument (as a percent) | 10.25% | |||||||||||||||||
Repayments of unsecured debt | $ 300,000,000 | |||||||||||||||||
Write-off of deferred debt issuance costs and discount | $ 10,500,000 | |||||||||||||||||
Payment of call premium | $ 30,800,000 | |||||||||||||||||
Debt issuance costs | $ 31,600,000 | $ 15,700,000 | ||||||||||||||||
Predecessor Revolving Credit Facility & Predecessor Term Loan Facility | Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of debt | $ 25,100,000 | |||||||||||||||||
Unamortized debt issuance costs and discount | $ 0 | $ 6,600,000 | ||||||||||||||||
Predecessor Revolving Credit Facility | Revolving Credit Facility | Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Weighted-average interest rate (as a percent) | 3.66% | 3.72% | ||||||||||||||||
Predecessor Term Loan Facility | Secured Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Effective interest rate (as a percent) | 4.00% | 4.01% |
Notes Payable and Indebtednes_3
Notes Payable and Indebtedness - Summary (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 08, 2019 | |
Debt Maturing Within One Year: | |||
Principal amount, current maturities of long-term debt | $ 25.3 | ||
Principal Amount | $ 82 | ||
Debt Issuance Costs and Discount* | 0 | 0.1 | |
Carrying value, current maturities of long-term debt | 25.3 | ||
Carrying Value | 25.3 | 81.9 | |
Debt Maturing After One Year: | |||
Principal Amount | 3,355.7 | 3,961 | |
Debt Issuance Costs and Discount* | 99.9 | 142.1 | |
Carrying Value | 3,255.8 | 3,818.9 | |
Total debt | |||
Principal | 3,381 | ||
Principal amount, long-term and short-term debt | 4,043 | ||
Debt Issuance Costs and Discount | 99.9 | 142.2 | |
Carrying Value | 3,281.1 | ||
Carrying Value | 3,900.8 | ||
Bridge Facility | Bridge Loan | |||
Debt Maturing Within One Year: | |||
Principal amount, short-term debt | 63 | ||
Debt Issuance Costs and Discount* | 0.1 | ||
Carrying value, short-term debt | 62.9 | ||
New Term Loan Facility | Line of Credit | |||
Debt Maturing After One Year: | |||
Principal Amount | 2,485.7 | 2,511 | |
Debt Issuance Costs and Discount* | 77.1 | 98.3 | |
Carrying Value | 2,408.6 | 2,412.7 | |
New Term Loan Facility | Line of Credit | Secured Debt | |||
Debt Maturing Within One Year: | |||
Principal amount, current maturities of long-term debt | 25.3 | 19 | |
Debt Issuance Costs and Discount* | 0 | 0 | |
Carrying value, current maturities of long-term debt | 25.3 | 19 | |
New Revolving Facility | Line of Credit | Revolving Credit Facility | |||
Debt Maturing After One Year: | |||
Principal Amount | 0 | 0 | |
Debt Issuance Costs and Discount* | 0 | 0 | |
Carrying Value | $ 0 | 0 | |
Total debt | |||
Maximum ratio of first lien net indebtedness to consolidated EBITDA | 6.75 | ||
Applicable threshold for maximum ratio of first lien net indebtedness to consolidated EBITDA (as a percent) | 35.00% | ||
New Senior Secured Notes | Secured Debt | |||
Debt Maturing After One Year: | |||
Principal Amount | $ 420 | 700 | |
Debt Issuance Costs and Discount* | 8.2 | 15.8 | |
Carrying Value | 411.8 | 684.2 | |
Total debt | |||
Interest rate on debt instrument (as a percent) | 6.875% | ||
New Senior Unsecured Notes | Unsecured Debt Excluding Current Maturities | |||
Debt Maturing After One Year: | |||
Principal Amount | 450 | 750 | |
Debt Issuance Costs and Discount* | 14.6 | 28 | |
Carrying Value | $ 435.4 | $ 722 | |
New Senior Unsecured Notes | Unsecured Debt | |||
Total debt | |||
Interest rate on debt instrument (as a percent) | 10.25% |
Notes Payable and Indebtednes_4
Notes Payable and Indebtedness - Maturities and Interest Payments (Details) $ in Millions | Dec. 31, 2020USD ($) |
2021 | |
Principal | $ 28.3 |
Interest | 181.1 |
Total Debt | 209.4 |
2022 | |
Principal | 28.3 |
Interest | 183 |
Total Debt | 211.3 |
2023 | |
Principal | 28.3 |
Interest | 181.9 |
Total Debt | 210.2 |
2024 | |
Principal | 28.3 |
Interest | 180.7 |
Total Debt | 209 |
2025 | |
Principal | 28.3 |
Interest | 179.6 |
Total Debt | 207.9 |
Thereafter | |
Principal | 3,539.5 |
Interest | 109 |
Total Debt | 3,648.5 |
Total | |
Principal | 3,681 |
Interest | 1,015.3 |
Total Debt | $ 4,696.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Right of use assets | $ 72.9 | $ 87.9 | |||
Operating lease liability | 91.7 | 93.6 | |||
Operating lease liability | 91.7 | 93.6 | |||
Right-of-use assets recognized during period | 12.9 | ||||
Operating lease liabilities recognized during period | 12.9 | ||||
Impairment of operating leases | 14.8 | ||||
Cash paid for operating leases | $ 5.9 | $ 28.1 | $ 23.7 | ||
Rent expense under operating leases | $ 32.9 | ||||
Accounting Standards Update 2016-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Right of use assets | $ 91.9 | ||||
Operating lease liability | 112.9 | ||||
Operating lease liability | $ 112.9 |
Leases - Right of Use Assets an
Leases - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right of use assets included in other non-current assets | $ 72.9 | $ 87.9 |
Short-term operating lease liabilities included in other accrued and current liabilities | 23.3 | 22.4 |
Long-term operating lease liabilities included in other non-current liabilities | 68.4 | 71.2 |
Total operating lease liabilities | $ 91.7 | $ 93.6 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Leases - Operating Lease Cost a
Leases - Operating Lease Cost and Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease costs | $ 2.8 | $ 27.5 | $ 24.6 |
Variable lease costs | 1 | 3.6 | 3.9 |
Short-term lease costs | 0 | 0.4 | 0.2 |
Sublease income | (0.1) | (0.8) | (0.7) |
Total lease costs | $ 3.7 | $ 30.7 | $ 28 |
Leases - Maturity Analysis for
Leases - Maturity Analysis for Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Year One | $ 27.7 | |
Year Two | 24 | |
Year Three | 15.3 | |
Year Four | 10.9 | |
Year Five | 9.5 | |
Thereafter | 17.5 | |
Undiscounted cash flows | 104.9 | |
Less imputed interest | 13.2 | |
Total operating lease liabilities | $ 91.7 | $ 93.6 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information on Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 5 years | 5 years |
Weighted average discount rate (as a percent) | 5.50% | 5.90% |
Income Taxes - Income (Loss) be
Income Taxes - Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Income Tax Disclosure [Abstract] | ||||||
U.S. | $ (131.7) | $ (398.1) | $ (811.5) | $ 229.8 | ||
Non-U.S | 28.9 | 178.8 | 135.6 | 143.3 | ||
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | $ (102.8) | [1] | $ (219.3) | $ (675.9) | [1] | $ 373.1 |
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Current tax provision: | ||||||
U.S. Federal | $ (11.1) | $ (28.8) | $ (0.3) | $ (5.7) | ||
State and local | (3.4) | 7.4 | 1.6 | 1 | ||
Non-U.S. | 4.8 | 28.6 | 15.8 | 23.5 | ||
Total current tax provision | (9.7) | 7.2 | 17.1 | 18.8 | ||
Deferred tax provision: | ||||||
U.S. Federal | (14.8) | (100.7) | (109.8) | 54.2 | ||
State and local | (3) | (16.9) | (23.5) | 9.8 | ||
Non-U.S. | 0 | (0.1) | (2) | (1.2) | ||
Total deferred tax provision | (17.8) | (117.7) | (135.3) | 62.8 | ||
Provision (benefit) for income taxes | $ (27.5) | [1] | $ (110.5) | $ (118.2) | [1] | $ 81.6 |
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Statutory tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
State and local taxes, net of U.S. Federal tax benefits | 7.00% | 5.80% | 3.40% | 2.90% |
Nondeductible charges | (1.40%) | (1.20%) | (3.70%) | 0.70% |
Change in fair value of make-whole derivative liability | 0.00% | (3.10%) | (5.40%) | 0.00% |
U.S. taxes on foreign income | (0.20%) | (1.00%) | (0.40%) | 0.80% |
Non-U.S. taxes | 1.20% | 3.80% | 1.50% | (1.10%) |
Valuation allowance | 0.00% | (0.20%) | 4.00% | (0.10%) |
Legacy transaction costs (4) | 6.80% | 0.00% | 0.00% | 0.00% |
Interest | 0.00% | (0.20%) | (0.10%) | 0.10% |
Tax credits and deductions | 0.50% | 6.90% | 1.70% | (2.70%) |
Tax impact of earnings repatriation | 0.00% | 0.00% | 0.00% | 3.80% |
Tax contingencies related to uncertain tax positions (4) | (8.20%) | (0.80%) | (0.40%) | (0.20%) |
Impact of tax accounting method change | 0.00% | 0.00% | 0.00% | (3.60%) |
GILTI tax | 0 | (0.085) | (0.044) | 0 |
CARES Act (7) | 0.00% | 26.40% | 0.00% | 0.00% |
Other | 0.00% | 1.50% | 0.30% | 0.30% |
Effective tax rate | 26.70% | 50.40% | 17.50% | 21.90% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||||
Income taxes paid | $ 3.3 | $ 122.1 | $ 29.9 | $ 57.4 | |
Income taxes refunded | 0.1 | 1.2 | 0.5 | 2.3 | |
Federal, state and local, and foreign tax loss carryforwards | 63.2 | 68.4 | |||
Federal, state and local, and foreign tax loss carryforwards not subject to expiration | 28.3 | ||||
Federal, state and local, and foreign tax loss carryforwards subject to expiration | 34.9 | ||||
Valuation allowances | 35.8 | 33.1 | |||
Unrecognized tax benefits | 14.3 | 18.9 | 17.1 | 5.4 | $ 7.7 |
Unrecognized tax benefits that would impact effective tax rate | 18.3 | ||||
Interest expense related to unrecognized tax benefits | $ 0.1 | 0.6 | 0.3 | $ 0.2 | |
Accrued interest related to unrecognized tax benefits | 0.7 | 0.3 | |||
Net Operating Losses and Capital Loss Carryforwards | |||||
Income Tax Contingency [Line Items] | |||||
Valuation allowances | 35.2 | 32.8 | |||
Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Capital loss carryforwards | $ 10 | $ 8.7 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Operating losses | $ 63.2 | $ 68.4 |
Interest expense carryforward | 93.5 | 62.3 |
Restructuring costs | 2.3 | 3.9 |
Bad debts | 4.9 | 3.9 |
Accrued expenses | 9 | 21 |
Capital loss and credit carryforwards | 13.8 | 11.5 |
Foreign exchange | 0 | 2.4 |
Pension and postretirement benefits | 71.2 | 49.9 |
ASC 842 - Lease liability | 17.6 | 17.1 |
Other | 9 | 5 |
Total deferred tax assets | 284.5 | 245.4 |
Valuation allowance | (35.8) | (33.1) |
Net deferred tax assets | 248.7 | 212.3 |
Deferred tax liabilities: | ||
Intangibles | (1,318.2) | (1,408.3) |
Foreign exchange | (6.3) | 0 |
Deferred revenue | 0 | (4.1) |
ASC 842 - ROU asset | (15.2) | (20.5) |
Other | 0 | (0.3) |
Total deferred tax liabilities | (1,339.7) | (1,433.2) |
Net deferred tax (liabilities) assets | $ (1,091) | $ (1,220.9) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Gross unrecognized tax benefits at beginning of period | $ 5.4 | $ 17.1 | $ 5.4 | $ 7.7 |
Impact of purchase accounting | 14.3 | |||
Additions for prior years’ tax positions | 1.7 | |||
Additions for current year’s tax positions | 8.9 | 2.3 | 5.3 | 0.9 |
Settlements with taxing authority | (1.6) | (1.8) | ||
Increase in prior years’ tax positions | 0.3 | 0.1 | ||
Reduction due to expired statute of limitations | (0.8) | (0.8) | (3.1) | |
Gross unrecognized tax benefits at end of period | $ 14.3 | $ 18.9 | $ 17.1 | $ 5.4 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Feb. 07, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 08, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Pension settlement payments | $ 190.5 | $ 0 | $ 105.9 | $ 0 | |||
Actuarial loss due to change in discount rate | 53 | 167 | 151 | ||||
Actuarial gain from updates to assumed cash balance conversion interest rates and cash balance interest crediting rate | 10 | 12 | 19 | ||||
Actuarial gain due to change in mortality assumptions | 11 | 43 | |||||
Actuarial loss due to change in assumed benefit commencement rates for terminated vested participants | 17 | ||||||
Actuarial loss due to assumption changes in control provision | 22 | ||||||
Underfunded of unfunded accumulated benefit obligations | 280.1 | 197.9 | |||||
Pension settlement charge | (85.8) | $ (0.6) | $ 0 | 0 | |||
Recognition period of short-term fluctuations in fair value for market-related valuation of assets | 5 years | ||||||
Target Asset Allocations (as a percent) | 100.00% | 100.00% | |||||
Maximum contributions per employee (as a percent) | 50.00% | ||||||
Employer matching contribution (as a percent) | 50.00% | ||||||
Employer matching contribution as a percent of employees' gross pay (as a percent) | 7.00% | ||||||
Net periodic benefit cost (credit) | 1.2 | $ 10.6 | $ 9.4 | $ 11 | |||
Executive | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Benefit obligation for former executives | 6.9 | 6.1 | |||||
Long-Term Pension and Postretirement Benefits [Member] | Executive | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Benefit obligation for former executives | $ 6.3 | $ 5.9 | |||||
Return-Seeking assets | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 56.00% | 56.00% | |||||
Return-Seeking assets | Minimum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 50.00% | ||||||
Return-Seeking assets | Maximum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 70.00% | ||||||
Return-Seeking assets | Weighted Average | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 61.00% | ||||||
Liability-Hedging assets | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 44.00% | 44.00% | |||||
Liability-Hedging assets | Minimum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 30.00% | ||||||
Liability-Hedging assets | Maximum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 50.00% | ||||||
Liability-Hedging assets | Weighted Average | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Target Asset Allocations (as a percent) | 39.00% | ||||||
United States | Minimum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Amortization period | 6 years | ||||||
United States | Maximum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Amortization period | 21 years | ||||||
Foreign Plan | Minimum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Amortization period | 6 years | ||||||
Foreign Plan | Maximum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Amortization period | 31 years | ||||||
Qualified Plan | Minimum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Proportion of compensation allocated to retirement plans annually (as a percent) | 3.00% | ||||||
Qualified Plan | Maximum | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Proportion of compensation allocated to retirement plans annually (as a percent) | 12.50% | ||||||
Qualified Plan | United States | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Weighted average expected long-term return on plan assets (as a percent) | 6.50% | 7.00% | 7.00% | ||||
Expected future benefit payments in 2021 | $ 0 | ||||||
Employer contributions | $ 0 | ||||||
Qualified Plan | United States | Defined Benefit Plan, Unfunded Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Underfunded of unfunded accumulated benefit obligations | 268.7 | 190.4 | |||||
Qualified Plan | United States | Equity funds | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Unfunded commitments | 0.3 | ||||||
Qualified Plan | United States | Venture Capital Fund | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Unfunded commitments | 19.9 | 0.9 | |||||
Qualified Plan | Foreign Plan | Defined Benefit Plan, Unfunded Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Underfunded of unfunded accumulated benefit obligations | 11.4 | 7.5 | |||||
Non-Qualified Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Pension settlement payments | $ 105.9 | $ 190.5 | |||||
Non-Qualified Plan | United States | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Pension settlement charge | 85.8 | 0.6 | $ 0.4 | ||||
Pension Plans | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Aggregate actuarial losses and prior service credit | 164.7 | 24.3 | $ 0 | ||||
Actuarial loss | $ 80.5 | $ 162.5 | $ 111.2 | ||||
Weighted average expected long-term return on plan assets (as a percent) | 6.56% | 6.19% | 6.72% | 6.72% | |||
Expected future benefit payments in 2021 | $ 96 | ||||||
Employer contributions | $ 191 | 5.1 | $ 113.5 | ||||
Net periodic benefit cost (credit) | 0.5 | (43.8) | (34.6) | $ 7.2 | |||
Pension Plans | Foreign Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Expected employer contributions in 2021 | 2.3 | ||||||
Postretirement Benefit Obligations | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Aggregate actuarial losses and prior service credit | (2.4) | (3.3) | |||||
Actuarial loss | 0.4 | 0.3 | (0.1) | ||||
Expected future benefit payments in 2021 | 0.3 | ||||||
Employer contributions | 0.1 | 0.7 | 0.6 | ||||
Net periodic benefit cost (credit) | $ (0.2) | (0.4) | $ 0.1 | $ (1) | |||
Postretirement Benefit Obligations | Foreign Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Expected employer contributions in 2021 | $ 0.3 |
Pension and Postretirement Be_4
Pension and Postretirement Benefits - Changes in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 08, 2019 | |
Change in Plan Assets: | |||||
Fair value of plan assets at the beginning of the period | $ 1,572.9 | ||||
Fair value of plan assets at the end of the period | 1,604.2 | $ 1,572.9 | |||
Amounts recorded in the consolidated balance sheets: | |||||
Prepaid pension costs | 4.3 | 9.9 | |||
Long-term pension and postretirement benefits | (293.5) | (206.6) | |||
Pension Plans | |||||
Change in Benefit Obligation: | |||||
Benefit obligation at the beginning of the period | $ (1,897.2) | (1,762.4) | (1,897.2) | ||
Take-Private Transaction assumed benefit obligation | 0 | 0 | (1,790.8) | ||
Service cost | (0.3) | (1.7) | (1.4) | $ (3.7) | |
Interest cost | (6.8) | (42.2) | (46.7) | (57.2) | |
Benefits paid | 198.9 | 86.6 | 187.6 | ||
Plan amendment | 0 | 0 | 0 | ||
Settlement | 0 | 7.5 | 0 | ||
Plan participant contributions | 0 | (0.1) | (0.2) | ||
Actuarial (loss) gain | (80.5) | (162.5) | (111.2) | ||
Effect of changes in foreign currency exchange rates | (4.9) | (11.1) | 0.3 | ||
Benefit obligation at the end of the period | (1,790.8) | (1,885.9) | (1,762.4) | (1,897.2) | |
Change in Plan Assets: | |||||
Fair value of plan assets at the beginning of the period | 1,413.1 | 1,572.9 | 1,413.1 | ||
Take-Private Transaction acquired plan assets | 0 | 0 | 1,477.3 | ||
Actual return on plan assets | 67.3 | 109.6 | 169.5 | ||
Employer contributions | 191 | 5.1 | 113.5 | ||
Plan participant contributions | 0 | 0.1 | 0.2 | ||
Benefits paid | (198.9) | (86.6) | (187.6) | ||
Settlement | 0 | (7.5) | 0 | ||
Effect of changes in foreign currency exchange rates | 4.8 | 10.5 | 0 | ||
Fair value of plan assets at the end of the period | 1,477.3 | 1,604.1 | 1,572.9 | 1,413.1 | |
Net funded status of plan | (313.5) | (281.8) | (189.5) | ||
Amounts recorded in the consolidated balance sheets: | |||||
Prepaid pension costs | 4.3 | 9.9 | |||
Short-term pension and postretirement benefits | (0.4) | (0.3) | |||
Long-term pension and postretirement benefits | (285.7) | (199.1) | |||
Net amount recognized | (281.8) | (189.5) | |||
Accumulated benefit obligation | 1,878.7 | 1,755.8 | |||
Amount recognized in accumulated other comprehensive loss consists of: | |||||
Actuarial loss (gain) | 164.2 | 24.3 | |||
Prior service cost (credit) | 0.5 | 0 | |||
Total amount recognized - pretax | 164.7 | 24.3 | $ 0 | ||
Postretirement Benefit Obligations | |||||
Change in Benefit Obligation: | |||||
Benefit obligation at the beginning of the period | (5.3) | (2) | (5.3) | ||
Take-Private Transaction assumed benefit obligation | 0 | 0 | (5.6) | ||
Service cost | 0 | 0 | 0 | (0.5) | |
Interest cost | 0 | 0 | (0.1) | (0.3) | |
Benefits paid | 0.1 | 0.8 | 0.7 | ||
Plan amendment | 0 | 0 | 3 | ||
Settlement | 0 | 0 | 0 | ||
Plan participant contributions | 0 | (0.1) | (0.1) | ||
Actuarial (loss) gain | (0.4) | (0.3) | 0.1 | ||
Effect of changes in foreign currency exchange rates | 0 | 0 | 0 | ||
Benefit obligation at the end of the period | (5.6) | (1.6) | (2) | (5.3) | |
Change in Plan Assets: | |||||
Fair value of plan assets at the beginning of the period | 0 | 0 | 0 | ||
Take-Private Transaction acquired plan assets | 0 | 0 | 0 | ||
Actual return on plan assets | 0 | 0 | 0 | ||
Employer contributions | 0.1 | 0.7 | 0.6 | ||
Plan participant contributions | 0 | 0.1 | 0.1 | ||
Benefits paid | (0.1) | (0.8) | (0.7) | ||
Settlement | 0 | 0 | 0 | ||
Effect of changes in foreign currency exchange rates | 0 | 0 | 0 | ||
Fair value of plan assets at the end of the period | 0 | 0 | 0 | $ 0 | |
Net funded status of plan | $ (5.6) | (1.6) | (2) | ||
Amounts recorded in the consolidated balance sheets: | |||||
Prepaid pension costs | 0 | 0 | |||
Short-term pension and postretirement benefits | (0.2) | (0.4) | |||
Long-term pension and postretirement benefits | (1.4) | (1.6) | |||
Net amount recognized | (1.6) | (2) | |||
Amount recognized in accumulated other comprehensive loss consists of: | |||||
Actuarial loss (gain) | 0.2 | (0.2) | |||
Prior service cost (credit) | (2.6) | (3.1) | |||
Total amount recognized - pretax | $ (2.4) | $ (3.3) |
Pension and Postretirement Be_5
Pension and Postretirement Benefits - Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Postemployment Benefits [Abstract] | ||
Accumulated benefit obligation | $ 1,852.3 | $ 1,437.9 |
Fair value of plan assets | 1,572.2 | 1,240 |
Unfunded accumulated benefit obligation | 280.1 | 197.9 |
Projected benefit obligation | $ 1,858.2 | $ 1,439.5 |
Pension and Postretirement Be_6
Pension and Postretirement Benefits - Components of Net Periodic Cost (Income) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic cost (income) | $ 1.2 | $ 10.6 | $ 9.4 | $ 11 |
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.3 | 1.7 | 1.4 | 3.7 |
Interest cost | 6.8 | 42.2 | 46.7 | 57.2 |
Expected return on plan assets | (10.6) | (87.7) | (82.7) | (96.4) |
Amortization of Prior Service Cost (Credit) | 0 | 0 | 0 | 0.2 |
Recognized actuarial loss (gain) | 4 | 0 | 0 | 42.5 |
Net periodic cost (income) | 0.5 | (43.8) | (34.6) | 7.2 |
Postretirement Benefit Obligations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0.5 |
Interest cost | 0 | 0 | 0.1 | 0.3 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of Prior Service Cost (Credit) | (0.1) | (0.4) | 0 | (0.3) |
Recognized actuarial loss (gain) | (0.1) | 0 | 0 | (1.5) |
Net periodic cost (income) | $ (0.2) | $ (0.4) | $ 0.1 | $ (1) |
Pension and Postretirement Be_7
Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) | |||||
Net actuarial gain (loss), tax benefit (expense) | $ (22.2) | $ 6.1 | $ 34.6 | $ 6.1 | $ 15.7 |
Prior service credit (cost), tax benefit (expense) | $ (0.8) | 0.1 | (0.9) | (1.2) | |
Amortization of actuarial (loss) gain, tax expense | (22.2) | (9) | |||
Amortization of prior service (cost) credit, tax expense | (0.1) | ||||
Pension Plans | |||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) | |||||
Actuarial (loss) gain arising during the year, before tax (benefit) expense | 0 | (139.9) | (24.3) | (71.7) | |
Prior service credit (cost) arising during the year, before tax (benefit) expense | 0 | (0.5) | 0 | (4) | |
Amortization of actuarial (loss) gain, before tax (benefit) expense | (87.7) | 0 | 0 | (42.5) | |
Amortization of prior service (cost) credit, before tax benefit (expense) | 0 | 0 | 0 | (0.2) | |
Postretirement Benefit Obligations | |||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) | |||||
Actuarial (loss) gain arising during the year, before tax (benefit) expense | 0 | (0.4) | 0.2 | (0.1) | |
Prior service credit (cost) arising during the year, before tax (benefit) expense | 0 | (0.1) | 3.1 | 9.8 | |
Amortization of actuarial (loss) gain, before tax (benefit) expense | 0.1 | 0 | 0 | 1.5 | |
Amortization of prior service (cost) credit, before tax benefit (expense) | $ 0.1 | $ 0.4 | $ 0 | $ 0.3 |
Pension and Postretirement Be_8
Pension and Postretirement Benefits - Weighted-Average Assumptions Used to Determine Projected Benefit Obligations and Periodic Benefit Cost (Details) | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate for determining projected benefit obligation at December 31 | 3.57% | 2.00% | 2.79% | 3.86% |
Discount rate in effect for determining service cost | 3.16% | 2.11% | 3.11% | 2.99% |
Discount rate in effect for determining interest cost | 3.51% | 2.48% | 3.29% | 2.90% |
Weighted average expected long-term return on plan assets | 6.56% | 6.19% | 6.72% | 6.72% |
Rate of compensation increase for determining projected benefit obligation at December 31 | 3.00% | 3.00% | 3.00% | 2.99% |
Rate of compensation increase for determining net pension cost | 3.04% | 3.00% | 3.07% | 6.10% |
Postretirement Benefit Obligations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate for determining projected benefit obligation at December 31 | 3.64% | 1.20% | 2.35% | 3.88% |
Discount rate in effect for determining service cost | 3.15% | |||
Discount rate in effect for determining interest cost | 3.52% | 2.10% | 3.25% | 2.85% |
Pension and Postretirement Be_9
Pension and Postretirement Benefits - Plan Assets at Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 1,604.2 | $ 1,572.9 |
Total | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 951.8 | 1,108.4 |
Total | Short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 21.2 | 16.1 |
Total | Aon Hewitt Collective Trust Investment Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 930.6 | 1,092.3 |
Total | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 448.5 | 450.8 |
Total | Real estate funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 6.8 | 76.1 |
Total | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 475.3 | 565.4 |
Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 951.8 | 1,108.4 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 21.2 | 16.1 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Aon Hewitt Collective Trust Investment Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 930.6 | 1,092.3 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 448.5 | 450.8 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Real estate funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 6.8 | 76.1 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 475.3 | 565.4 |
Significant Other Observable Inputs (Level II) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant Other Observable Inputs (Level II) | Short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant Other Observable Inputs (Level II) | Aon Hewitt Collective Trust Investment Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant Unobservable Inputs (Level III) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant Unobservable Inputs (Level III) | Short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant Unobservable Inputs (Level III) | Aon Hewitt Collective Trust Investment Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value Measured at Net Asset Value Per Share | Aon Hewitt Collective Trust Investment Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 147.5 | |
Fair Value Measured at Net Asset Value Per Share | Other Investments Measured At Net Asset Value | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 504.9 | 464.5 |
Fair Value Measured at Net Asset Value Per Share | Venture Capital Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 4.7 | 3.9 |
Fair Value Measured at Net Asset Value Per Share | Other Non-U.S. commingled equity and fixed income | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 362.9 | 333.2 |
Fair Value Measured at Net Asset Value Per Share | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 137.3 | $ 127.4 |
Pension and Postretirement B_10
Pension and Postretirement Benefits - Weighted Average Asset Allocations and Target Asset Allocations by Asset Category (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations (as a percent) | 100.00% | 100.00% |
Target Asset Allocations (as a percent) | 100.00% | 100.00% |
Return-Seeking assets | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations (as a percent) | 58.00% | 59.00% |
Target Asset Allocations (as a percent) | 56.00% | 56.00% |
Liability-Hedging assets | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations (as a percent) | 42.00% | 41.00% |
Target Asset Allocations (as a percent) | 44.00% | 44.00% |
Pension and Postretirement B_11
Pension and Postretirement Benefits - Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2020USD ($) |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2021 | $ 96 |
2022 | 97.4 |
2023 | 99.3 |
2024 | 100.3 |
2025 | 101.1 |
2026 - 2030 | 510.2 |
Postretirement Benefit Obligations | |
Defined Benefit Plan Disclosure [Line Items] | |
2021 | 0.3 |
2022 | 0.2 |
2023 | 0.2 |
2024 | 0.2 |
2025 | 0.2 |
2026 - 2030 | $ 0.6 |
Pension and Postretirement B_12
Pension and Postretirement Benefits - Healthcare Trend Assumptions (Details) | Dec. 31, 2026 | Dec. 31, 2020 | Dec. 31, 2019 |
Forecast | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate (as a percent) | 5.00% | ||
Medical | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate (as a percent) | 5.30% | 5.30% | |
Prescription drug | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate (as a percent) | 8.50% | 8.00% |
Stock Based Compensation - Comp
Stock Based Compensation - Components of Equity-Based Compensation (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 11.7 | $ 45.1 | $ 11.7 | $ 10.8 | |
Expected tax benefit | 0 | 6.4 | 0 | 2.3 | |
Restricted stock and restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 11.7 | 3.1 | 0 | 9.6 | |
Expected tax benefit | 0 | 0.5 | 0 | 2.3 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0 | $ 20 | 23 | 0 | 0 |
Expected tax benefit | 0 | 5.9 | 0 | 0 | |
Incentive units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0 | 19 | 11.7 | 0 | |
Employee stock purchase plan ("ESPP") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 1.2 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) | Jul. 06, 2020shares | Feb. 08, 2019$ / sharesshares | Dec. 31, 2020USD ($)shares | Feb. 07, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)profitInterestUnitshares | Dec. 31, 2018USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Cash value per share of stock repurchased and retired during period (USD per share) | $ / shares | $ 145 | ||||||||
Acceleration charge | $ | $ 10,400,000 | $ 56,300,000 | |||||||
Stock authorized for issuance (shares) | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Stock available for grant (shares) | 31,647,101 | 31,647,101 | 31,647,101 | ||||||
Period for recognition of unrecognized compensation cost related to unvested equity awards | 2 years 6 months | ||||||||
Unrecognized compensation expense of outstanding stock options | $ | $ 15,100,000 | $ 15,100,000 | $ 15,100,000 | $ 0 | |||||
Maximum contributions per employee (as a percent) | 50.00% | ||||||||
Stock-based compensation expense | $ | 11,700,000 | $ 45,100,000 | 11,700,000 | 10,800,000 | |||||
Expected tax benefit | $ | $ 0 | $ 6,400,000 | 0 | 2,300,000 | |||||
Stock options exercisable (shares) | 4,160,000 | 55,174 | 4,160,000 | 4,160,000 | |||||
Total intrinsic value of stock options exercised during period | $ | 600,000 | ||||||||
Cash received from stock options exercised during period | $ | 700,000 | ||||||||
Expected tax benefit associated with tax deduction from exercise of stock options | $ | $ 100,000 | ||||||||
ESPP, discount rate on common stock (as a percent) | 15.00% | ||||||||
ESPP, stock issued during period (shares) | 0 | 53,785 | |||||||
ESPP, offering period | 6 months | ||||||||
ESPP, cash received from employees participating during period | $ | $ 5,300,000 | ||||||||
Restricted stock and restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to unvested equity awards | $ | $ 13,000,000 | $ 13,000,000 | $ 13,000,000 | ||||||
Period for recognition of unrecognized compensation cost related to unvested equity awards | 2 years | ||||||||
Stock-based compensation expense | $ | $ 11,700,000 | $ 3,100,000 | $ 0 | 9,600,000 | |||||
Number of unvested equity instruments other than options forfeited (shares) | 0 | ||||||||
Number of equity instruments other than options unvested (shares) | 702,899 | 702,899 | 702,899 | 0 | |||||
Grant date fair value per share (USD per share) | $ / shares | $ 25.95 | ||||||||
Expected tax benefit | $ | 0 | $ 500,000 | $ 0 | 2,300,000 | |||||
Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of equity instruments other than options vested in period | $ | 39,800,000 | 19,800,000 | |||||||
Expected tax benefit | $ | 9,500,000 | $ 4,800,000 | |||||||
Performance-based Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to unvested equity awards | $ | $ 5,700,000 | ||||||||
Number of unvested equity instruments other than options forfeited (shares) | 869 | ||||||||
Number of equity instruments other than options unvested (shares) | 148,094 | 143,236 | |||||||
Total shareholder return ("TSR") performance period for performance evaluation | 3 years | ||||||||
Revenue compounded annual growth rate period for performance evaluation | 3 years | ||||||||
Grant date fair value per share (USD per share) | $ / shares | $ 0 | $ 143.63 | |||||||
Performance-based Restricted Stock Units | Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Duration of stock price appreciation/ depreciation during period for performance evaluation | 1 year | ||||||||
Performance-based Restricted Stock Units | Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Duration of stock price appreciation/ depreciation during period for performance evaluation | 2 years | ||||||||
Performance-based Restricted Stock Units | Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Duration of stock price appreciation/ depreciation during period for performance evaluation | 3 years | ||||||||
Performance-based Restricted Stock Units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Payout range for restricted stock units (as a percent) | 0.00% | ||||||||
Performance-based Restricted Stock Units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Payout range for restricted stock units (as a percent) | 200.00% | ||||||||
Service-based Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to unvested equity awards | $ | $ 4,600,000 | ||||||||
Number of unvested equity instruments other than options forfeited (shares) | 869 | ||||||||
Number of equity instruments other than options unvested (shares) | 125,327 | 122,757 | |||||||
Grant date fair value per share (USD per share) | $ / shares | $ 123.54 | ||||||||
Service-based Restricted Stock Units | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 1 year | ||||||||
Service-based Restricted Stock Units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 3 years | ||||||||
Service-based Restricted Stock Units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 5 years | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | $ 0 | $ 20,000,000 | $ 23,000,000 | 0 | $ 0 | ||||
Expected tax benefit | $ | 0 | $ 5,900,000 | 0 | $ 0 | |||||
Stock options exercisable (shares) | 55,174 | ||||||||
Employee stock purchase plan ("ESPP") | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Minimum contributions per employee (as a percent) | 3.00% | ||||||||
Maximum contributions per employee (as a percent) | 15.00% | ||||||||
Holding period of ESPP employer contribution | 1 year | ||||||||
Stock-based compensation expense | $ | $ 0 | $ 0 | 0 | $ 1,200,000 | |||||
Purchase price of stock (as a percent) | 85.00% | ||||||||
Profit Interest Units and Phantom Units | Long-Term Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock authorized for issuance (shares) | 19,629.25045 | ||||||||
Vesting period (in years) | 3 years | ||||||||
Profit Interest Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | $ 56,300,000 | ||||||||
Number of equity instruments other than options converted (shares) | 18,245.79 | ||||||||
Profit Interest Units | Long-Term Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity instruments other than options outstanding (shares) | 18,443.42000 | ||||||||
Number of equity instruments other than options granted (shares) | 18,443.42000 | ||||||||
Class B Profit Interest Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of profit interest units granted (shares) | profitInterestUnit | 6,817.74280 | ||||||||
Class C Profit Interest Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of profit interest units granted (shares) | profitInterestUnit | 15,867.80780 | ||||||||
Phantom Units | Long-Term Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity instruments other than options outstanding (shares) | 249.10000 | ||||||||
Number of equity instruments other than options granted (shares) | 249.10000 | ||||||||
Common Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Acceleration charge | $ | $ 3,400,000 | ||||||||
Total unrecognized compensation cost related to unvested equity awards | $ | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||
Period for recognition of unrecognized compensation cost related to unvested equity awards | 1 year 6 months | ||||||||
Number of equity instruments other than options outstanding (shares) | 14,795,207 | 14,795,207 | 14,795,207 | ||||||
Number of equity instruments other than options issued upon conversion (shares) | 15,055,564 | ||||||||
Number of equity instruments other than options with vesting accelerated (shares) | 1,342,909 | ||||||||
Number of unvested equity instruments other than options forfeited (shares) | 260,357 | ||||||||
Number of equity instruments other than options unvested (shares) | 9,730,550 | 9,730,550 | 9,730,550 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Options, Restricted Stock and Restricted Stock Units Granted (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Feb. 07, 2019 | Dec. 31, 2020 | |
Stock Options: | ||
Number of shares granted (shares) | 0 | 8,000,000 |
Grant date fair value per share (USD per share) | $ 0 | |
Restricted stock and restricted stock units | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 702,899 | |
Grant date fair value per share (USD per share) | $ 25.95 | |
Restricted stock and restricted stock units | Employee | ||
Restricted Stock & RSU's | ||
Vesting period (in years) | 3 years | |
Stock Options: | ||
Vesting period (in years) | 3 years | |
Restricted stock and restricted stock units | August 12, 2020 (1) | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 75,378 | |
Grant date fair value per share (USD per share) | $ 25.87 | |
Vesting period (in years) | 1 year | |
Stock Options: | ||
Vesting period (in years) | 1 year | |
Restricted stock and restricted stock units | August 12, 2020 (2) | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 220,335 | |
Grant date fair value per share (USD per share) | $ 25.87 | |
Vesting period (in years) | 2 years 7 months 6 days | |
Stock Options: | ||
Vesting period (in years) | 2 years 7 months 6 days | |
Restricted stock and restricted stock units | August 12, 2020 (3) | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 205,546 | |
Grant date fair value per share (USD per share) | $ 25.87 | |
Vesting period (in years) | 1 year 8 months 12 days | |
Stock Options: | ||
Vesting period (in years) | 1 year 8 months 12 days | |
Restricted stock and restricted stock units | November 6, 2020 | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 184,672 | |
Grant date fair value per share (USD per share) | $ 26.13 | |
Vesting period (in years) | 3 years | |
Stock Options: | ||
Vesting period (in years) | 3 years | |
Restricted stock and restricted stock units | November 9, 2020 | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 9,568 | |
Grant date fair value per share (USD per share) | $ 25.88 | |
Vesting period (in years) | 3 years | |
Stock Options: | ||
Vesting period (in years) | 3 years | |
Restricted stock and restricted stock units | December 1, 2020 | ||
Restricted Stock & RSU's | ||
Number of shares granted (shares) | 7,400 | |
Grant date fair value per share (USD per share) | $ 27.03 | |
Vesting period (in years) | 3 years | |
Stock Options: | ||
Vesting period (in years) | 3 years | |
Stock options | June 30, 2020 (1) | ||
Restricted Stock & RSU's | ||
Vesting period (in years) | 0 years | |
Stock Options: | ||
Number of shares granted (shares) | 4,160,000 | |
Grant date fair value per share (USD per share) | $ 4.80 | |
Vesting period (in years) | 0 years | |
Stock options | June 30, 2020 (2) | ||
Restricted Stock & RSU's | ||
Vesting period (in years) | 3 years | |
Stock Options: | ||
Number of shares granted (shares) | 3,840,000 | |
Grant date fair value per share (USD per share) | $ 5.19 | |
Vesting period (in years) | 3 years |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Options, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2019 | Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of Options | |||||
Balance at beginning of period (shares) | 55,174 | 55,174 | 0 | 55,174 | |
Granted (shares) | 0 | 8,000,000 | |||
Exercised (shares) | 0 | ||||
Forfeited (shares) | (350,000) | ||||
Forfeited or expired (shares) | 0 | ||||
Vested (shares) | 0 | ||||
Balance at end of period (shares) | 55,174 | 7,650,000 | 0 | 55,174 | |
Expected to vest at end of period (shares) | 3,490,000 | ||||
Exercisable at end of period (shares) | 55,174 | 4,160,000 | |||
Weighted-Average Exercise price | |||||
Balance at beginning of period (USD per share) | $ 84.15 | $ 84.15 | $ 0 | $ 84.15 | |
Granted (USD per share) | 22 | ||||
Forfeited (USD per share) | 22 | ||||
Vested (USD per share) | 0 | ||||
Balance at end of period (USD per share) | 84.15 | 22 | 0 | $ 84.15 | |
Expected to vest at end of period (USD per share) | 22 | ||||
Exercisable at end of period (USD per share) | 22 | ||||
Weighted Average Grant-Date Fair Value Per Share | |||||
Balance at beginning of period (USD per share) | 84.15 | 84.15 | 0 | 84.15 | |
Granted (USD per share) | 0 | ||||
Exercised (USD per share) | 0 | ||||
Forfeited and expired (USD per share) | 0 | ||||
Balance at end of period (USD per share) | 84.15 | $ 22 | $ 0 | $ 84.15 | |
Exercisable at end of period (USD per share) | $ 84.15 | ||||
Weighted Average Remaining Contractual Term (in years) of options outstanding | 3 years 1 month 6 days | 6 years 6 months | 3 years 2 months 12 days | ||
Weighted Average Remaining Contractual Term (in years) of options expected to vest | 6 years 6 months | ||||
Weighted Average Remaining Contractual Term (in years) of options exercisable | 3 years 1 month 6 days | 6 years 6 months | |||
Aggregate intrinsic value of options outstanding | $ 3.4 | $ 22.2 | $ 3.2 | ||
Aggregate intrinsic value of options expected to vest | 10.1 | ||||
Aggregate intrinsic value of options exercisable | $ 3.4 | $ 12.1 | |||
Cash value per share of stock repurchased and retired during period (USD per share) | $ 145 | ||||
Restricted stock and restricted stock units | |||||
Number of Shares | |||||
Granted (shares) | 702,899 | ||||
Forfeited (shares) | 0 | ||||
Vested (shares) | 0 | ||||
Shares | |||||
Nonvested at beginning of period (shares) | 0 | ||||
Granted (shares) | 702,899 | ||||
Vested (shares) | 0 | ||||
Forfeited (shares) | 0 | ||||
Nonvested at end of period (shares) | 702,899 | 0 | |||
Weighted-Average Grant Date Fair Value | |||||
Balance at beginning of period (USD per share) | $ 0 | ||||
Granted (USD per share) | 25.95 | ||||
Forfeited (USD per share) | 0 | ||||
Vested (USD per share) | 0 | ||||
Balance at end of period (USD per share) | $ 25.95 | $ 0 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year 3 months 18 days | ||||
Aggregate Intrinsic Value (in millions) | |||||
Aggregate intrinsic value of equity instruments other than options outstanding | $ 17.5 | ||||
Performance-based Restricted Stock Units | |||||
Number of Shares | |||||
Granted (shares) | 0 | ||||
Forfeited (shares) | (869) | ||||
Vested (shares) | 0 | ||||
Shares | |||||
Nonvested at beginning of period (shares) | 148,094 | 143,236 | 143,236 | ||
Granted (shares) | 0 | ||||
Adjustment for Shares Earned against Target (shares) | 5,727 | ||||
Vested (shares) | 0 | ||||
Forfeited (shares) | (869) | ||||
Nonvested at end of period (shares) | 148,094 | 143,236 | |||
Weighted-Average Grant Date Fair Value | |||||
Balance at beginning of period (USD per share) | $ 122.07 | $ 122.11 | $ 122.11 | ||
Granted (USD per share) | 0 | $ 143.63 | |||
Adjustment for Shares Earned against Target (USD per share) | 0 | ||||
Forfeited (USD per share) | 129.33 | ||||
Vested (USD per share) | 0 | ||||
Balance at end of period (USD per share) | $ 122.07 | $ 122.11 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year 3 months 18 days | ||||
Aggregate Intrinsic Value (in millions) | |||||
Aggregate intrinsic value of equity instruments other than options nonvested | $ 21.5 | $ 20.4 | |||
Service-based Restricted Stock Units | |||||
Number of Shares | |||||
Granted (shares) | 0 | ||||
Forfeited (shares) | (869) | ||||
Vested (shares) | (1,253) | ||||
Shares | |||||
Nonvested at beginning of period (shares) | 125,327 | 122,757 | 122,757 | ||
Granted (shares) | 0 | ||||
Vested (shares) | (1,253) | ||||
DERs (shares) | 4,692 | ||||
Forfeited (shares) | (869) | ||||
Nonvested at end of period (shares) | 125,327 | 122,757 | |||
Weighted-Average Grant Date Fair Value | |||||
Balance at beginning of period (USD per share) | $ 112.86 | $ 111.74 | $ 111.74 | ||
Granted (USD per share) | $ 123.54 | ||||
Forfeited (USD per share) | 121.65 | ||||
Vested (USD per share) | 117.91 | ||||
DERs (USD per share) | |||||
Balance at end of period (USD per share) | $ 112.86 | $ 111.74 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year | 1 year 1 month 6 days | |||
Aggregate Intrinsic Value (in millions) | |||||
Aggregate intrinsic value of equity instruments other than options nonvested | $ 18.2 | $ 17.5 | |||
Phantom Units | |||||
Weighted Average Grant-Date Fair Value Per Share | |||||
Number of equity instruments other than options converted (shares) | 205,546 |
Stock Based Compensation - Fair
Stock Based Compensation - Fair Value Assumptions of Options (Details) - Stock options | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Weighted Average Assumptions Used to Estimate Fair Value [Abstract] | |
Weighted Average Expected Stock Price Volatility (as a percent) | 28.00% |
Weighted Average Expected Dividend Yield (as a percent) | 0.00% |
Expected Life of Option (in years) | 3 years 11 months 23 days |
Weighted Average Risk-Free Interest Rate (as a percent) | 0.23% |
Stock price (USD per share) | $ 4.99 |
Weighted Average Exercise Price (USD per share) | $ 22 |
Stock Based Compensation - Prof
Stock Based Compensation - Profit Interest Units Granted (Details) - Profit Interest Units - $ / shares | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Units Granted (shares) | 198.0500 | 74.7300 | 1,726.5100 | 32,987.0078 | 34,986.2978 |
Weighted Average Exercise Price (USD per share) | $ 10,329.70 | $ 10,329.70 | $ 10,329.70 | $ 10,329.70 | |
Weighted Average Fair Value of Underlying Share (USD per share) | 10,000 | 10,000 | 10,000 | 10,000 | |
Weighted Average Fair Value Per Unit (USD per share) | $ 2,140.61 | $ 2,198.20 | $ 2,366.59 | $ 2,449.59 | $ 2,443.21 |
Stock Based Compensation - Fa_2
Stock Based Compensation - Fair Value Assumptions of Equity Instruments Other than Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Class B Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Stock Price Volatility (as a percent) | 43.90% | |
Risk-free interest rate (as a percent) | 2.43% | |
Time to liquidity (in years) | 3 years 6 months | |
Expected dividend yield (as a percent) | 0.00% | |
Fair value of equity instruments other than options (USD per share) | $ 3,480 | |
Discount for lack of marketability (as a percent) | 27.00% | |
Adjusted fair value of equity instruments other than options | $ 2,540 | |
Class C Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Stock Price Volatility (as a percent) | 43.90% | |
Risk-free interest rate (as a percent) | 2.40% | |
Time to liquidity (in years) | 3 years 4 months 24 days | |
Expected dividend yield (as a percent) | 0.00% | |
Fair value of equity instruments other than options (USD per share) | $ 3,332 | |
Discount for lack of marketability (as a percent) | 28.00% | |
Adjusted fair value of equity instruments other than options | $ 2,443 | |
Performance-Based Restricted Stock Units Based on Stock Price Appreciation | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Stock Price Volatility (as a percent) | 24.00% | |
Risk-free interest rate (as a percent) | 2.33% | |
Expected dividend yield (as a percent) | 1.70% | |
Fair value of equity instruments other than options (USD per share) | $ 141.44 | |
Expected term (in years) | 3 years | |
Performance-Based Restricted Stock Units Based on TSR Performance | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Stock Price Volatility (as a percent) | 25.00% | |
Risk-free interest rate (as a percent) | 2.32% | |
Expected dividend yield (as a percent) | 1.70% | |
Fair value of equity instruments other than options (USD per share) | $ 171.93 | |
Expected term (in years) | 2 years 9 months 18 days |
Stock Based Compensation - ESPP
Stock Based Compensation - ESPP Valuation Assumptions (Details) - Employee stock purchase plan ("ESPP") | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Stock Price Volatility (as a percent) | 22.00% |
Expected dividend yield (as a percent) | 1.80% |
Expected term (in years) | 6 months |
Risk-free interest rate (as a percent) | 1.96% |
Fair value of equity instruments other than options (USD per share) | $ 24.25 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | [1] | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | $ (75.6) | $ 7 | $ (17) | $ (207.1) | $ 41.5 | $ (263.3) | $ (88.8) | $ (94) | $ (227.9) | $ (175.6) | $ (674) | $ 288.1 | ||
Weighted average number of shares outstanding - basic (shares) | 37.2 | 367.1 | 314.5 | 37.1 | ||||||||||
Weighted average number of shares outstanding - diluted (shares) | 37.2 | 367.1 | 314.5 | 37.3 | ||||||||||
Earnings (loss) per share of common stock: | ||||||||||||||
Basic (USD per share) | $ (2.04) | $ (0.48) | $ (2.14) | $ 7.76 | ||||||||||
Diluted (USD per share) | $ (2.04) | $ (0.48) | $ (2.14) | $ 7.72 | ||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Common Stock Issued and Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock Issued and Outstanding [Roll Forward] | ||
Common shares issued and outstanding at beginning of period (shares) | 314,494,968 | 314,494,968 |
Shares issued (shares) | 0 | |
Common shares issued and outstanding at end of period (shares) | 314,494,968 | |
Shares issued in connection with IPO and private placement (shares) | 108,506,312 | |
Issuance of restricted stock awards (shares) | 416,851 | |
Common shares issued as of end of period (shares) | 423,418,131 | 314,494,968 |
Treasury stock (shares) | 465,903 | |
Common shares outstanding as of end of period (shares) | 422,952,228 | 314,494,968 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Millions, SFr in Billions | Jan. 08, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 07, 2020CHF (SFr) | Apr. 20, 2020USD ($) | Apr. 20, 2019USD ($) | Apr. 20, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Realized gains on foreign exchange contracts | $ 18.5 | $ 16.5 | $ 17 | |||||
Realized losses on foreign exchange contracts | 11.5 | 24.4 | 24 | |||||
Accumulated unrealized gains on foreign exchange contracts | 2.5 | 1.6 | 0.9 | |||||
Accumulated unrealized losses on foreign exchange contracts | 1 | 2.6 | $ 0.5 | |||||
Interest Rate Swap | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Notional amount of derivative | 129 | 214 | $ 129 | $ 214 | $ 300 | |||
Foreign Exchange Contract | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Notional amount of derivative | 229.2 | $ 152 | SFr 4.8 | |||||
Accumulated unrealized gains on foreign exchange contracts | $ 23.5 | |||||||
Foreign Exchange Contract | Subsequent Event | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Realized gains on foreign exchange contracts | $ 21 |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Derivative Instruments in Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 26 | $ 1.6 |
Liability Derivatives | 2 | 176.9 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Liability Derivatives | 1 | 1.9 |
Derivatives designated as hedging instruments | Other Current Assets | Interest rate contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as hedging instruments | Other Accrued & Current Liabilities | Interest rate contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 1 | 1.9 |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 26 | 1.6 |
Liability Derivatives | 1 | 175 |
Derivatives not designated as hedging instruments | Other Current Assets | Make-whole derivative liability | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives not designated as hedging instruments | Other Current Assets | Foreign exchange collar | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 23.5 | 0 |
Derivatives not designated as hedging instruments | Other Current Assets | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.5 | 1.6 |
Derivatives not designated as hedging instruments | Other Accrued & Current Liabilities | Foreign exchange collar | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | ||
Derivatives not designated as hedging instruments | Other Accrued & Current Liabilities | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 1 | 2.6 |
Derivatives not designated as hedging instruments | Make-whole derivative liability | Make-whole derivative liability | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 0 | $ 172.4 |
Financial Instruments - Effect
Financial Instruments - Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income | $ 0 | $ (2.8) | $ (0.7) | $ (0.9) |
Amount of Gain (Loss) Recognized in Income on Derivatives | 0 | (2.8) | (0.7) | (0.9) |
Interest rate contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative | 0 | 0.9 | (1.6) | (0.4) |
Make-whole derivative liability | Non-Operating Income (Expenses) – Net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | 0 | (32.8) | (172.4) | 0 |
Foreign exchange collar | Non-Operating Income (Expenses) – Net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | 0 | 23.5 | 0 | 0 |
Foreign exchange forward contracts | Non-Operating Income (Expenses) – Net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 1.8 | $ 9.5 | $ (11.1) | $ (6) |
Financial Instruments - Assets
Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash equivalents | $ 212.3 | $ 4.1 |
Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 2.5 | 1.6 |
Liabilities: | ||
Derivative Liability | 1 | 2.6 |
Foreign exchange collar | ||
Assets: | ||
Derivative asset | 23.5 | |
Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 1 | 1.9 |
Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | 172.4 | |
Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Assets: | ||
Cash equivalents | 212.3 | 4.1 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative Liability | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Foreign exchange collar | ||
Assets: | ||
Derivative asset | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level I) | Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | 0 | |
Significant Other Observable Inputs (Level II) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level II) | Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 2.5 | 1.6 |
Liabilities: | ||
Derivative Liability | 1 | 2.6 |
Significant Other Observable Inputs (Level II) | Foreign exchange collar | ||
Assets: | ||
Derivative asset | 23.5 | |
Significant Other Observable Inputs (Level II) | Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 1 | 1.9 |
Significant Other Observable Inputs (Level II) | Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | 0 | |
Significant Unobservable Inputs (Level III) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level III) | Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative Liability | 0 | 0 |
Significant Unobservable Inputs (Level III) | Foreign exchange collar | ||
Assets: | ||
Derivative asset | 0 | |
Significant Unobservable Inputs (Level III) | Swap arrangements | ||
Liabilities: | ||
Derivative Liability | $ 0 | 0 |
Significant Unobservable Inputs (Level III) | Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | $ 172.4 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amount and Estimated Fair Value of Asset (Liability) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Amount | Short-term and Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | $ 847.2 | $ 1,469.1 |
Carrying Amount | New Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 2,433.9 | 2,431.7 |
Fair Value | Short-term and Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 1,056.1 | 1,811.8 |
Fair Value | New Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | $ 2,476.2 | $ 2,456.3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ (13.5) | $ 1,577.7 | $ (13.5) |
Other comprehensive income (loss) before reclassifications | 68.2 | (84.3) | (24) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 2.8 | 1.8 | 0.5 |
Balance at end of period | (681.9) | 3,577.7 | 1,577.7 |
Total | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (1,054.1) | (23.5) | (1,054.1) |
Balance at end of period | (983.1) | (106) | (23.5) |
Foreign Currency Translation Adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (235.5) | (6.6) | (235.5) |
Other comprehensive income (loss) before reclassifications | 5.7 | 23.3 | (6.6) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | 0 |
Balance at end of period | (229.8) | 16.7 | (6.6) |
Defined Benefit Pension Plans | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (818.3) | (15.8) | (818.3) |
Other comprehensive income (loss) before reclassifications | 62.6 | (106.2) | (15.8) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 2.8 | (0.3) | 0 |
Balance at end of period | (752.9) | (122.3) | (15.8) |
Derivative Financial Instruments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (0.3) | (1.1) | (0.3) |
Other comprehensive income (loss) before reclassifications | (0.1) | (1.4) | (1.6) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 2.1 | 0.5 |
Balance at end of period | $ (0.4) | $ (0.4) | $ (1.1) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassifications (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Reclassifications out of AOCI [Line Items] | ||||||||||||||
Other Income (Expense)- Net | $ (86) | [1] | $ (12) | $ (154.8) | [1] | $ (3.3) | ||||||||
Interest Expense | 5.5 | [1] | 271.1 | 303.5 | [1] | 54.4 | ||||||||
Tax benefit (expense) | 27.5 | [1] | 110.5 | 118.2 | [1] | (81.6) | ||||||||
Total after tax | (74.8) | [1] | $ 8.3 | $ (14.9) | $ (173.8) | $ 73.9 | $ (228.1) | $ (55.3) | $ (60.5) | $ (209.6) | (106.5) | (553.5) | [1] | 294.3 |
Reclassification out of Accumulated Other Comprehensive Income | ||||||||||||||
Reclassifications out of AOCI [Line Items] | ||||||||||||||
Interest Expense | 0 | 2.8 | 0.7 | 0.9 | ||||||||||
Total before tax | 3.8 | 2.4 | 0.7 | 41.8 | ||||||||||
Tax benefit (expense) | (1) | (0.6) | (0.2) | (9.4) | ||||||||||
Total after tax | 2.8 | 1.8 | 0.5 | 32.4 | ||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | 2.8 | 1.8 | 0.5 | 32.4 | ||||||||||
Amortization of prior service costs | Reclassification out of Accumulated Other Comprehensive Income | ||||||||||||||
Reclassifications out of AOCI [Line Items] | ||||||||||||||
Other Income (Expense)- Net | (0.1) | (0.4) | 0 | 0 | ||||||||||
Amortization of actuarial gain/loss | Reclassification out of Accumulated Other Comprehensive Income | ||||||||||||||
Reclassifications out of AOCI [Line Items] | ||||||||||||||
Other Income (Expense)- Net | $ 3.9 | $ 0 | $ 0 | $ 40.9 | ||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Take-Private Transaction - Narr
Take-Private Transaction - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2019 | Jun. 19, 2018 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Feb. 07, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Cash value per share of stock repurchased and retired during period (USD per share) | $ 145 | |||||||
Transaction costs | $ 0.2 | |||||||
Line of Credit | Five-Year Credit Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Term of debt instrument | 5 years | |||||||
Senior Notes | Senior Notes due 2020 | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 4.00% | |||||||
Repurchased face amount of debt instrument | $ 300 | |||||||
Senior Notes | Senior Notes Due 2022 | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 4.37% | |||||||
Repurchased face amount of debt instrument | $ 300 | |||||||
Dun & Bradstreet | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock price (USD per share) | $ 145 | |||||||
Take Private Acquisition, Dun & Bradstreet | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration transferred from issuance of common and preferred shares | $ 3,076.8 | |||||||
Borrowings from notes issuances and Credit Facilities | 4,043 | |||||||
Consideration transferred | 6,068.7 | |||||||
Amounts paid to equity holders | 5,431.2 | $ 5,431.2 | $ 5,431.2 | |||||
Debt repayment | $ 637.5 | 637.5 | 637.5 | |||||
Transaction costs | $ 52 | |||||||
Reduction of goodwill | $ 10 | $ 10 | ||||||
Weighted-average useful life of acquired intangible assets | 16 years 6 months | |||||||
Take Private Acquisition, Dun & Bradstreet | Star Merger Sub, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 147.4 | $ 52 | $ 13 | |||||
Take Private Acquisition, Dun & Bradstreet | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful lives of intangible assets | 8 years | |||||||
Take Private Acquisition, Dun & Bradstreet | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful lives of intangible assets | 17 years |
Take-Private Transaction - Purc
Take-Private Transaction - Purchase Price Allocation (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 08, 2019 | Feb. 07, 2019 | Dec. 31, 2018 | |
Purchase Price Allocation: | ||||||
Goodwill | $ 2,840.1 | $ 2,856.2 | $ 2,840.1 | $ 773.5 | $ 770.8 | |
Take Private Acquisition, Dun & Bradstreet | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 16 years 6 months | |||||
Purchase Price Allocation: | ||||||
Cash | 117.7 | 117.7 | $ 117.7 | |||
Accounts receivable | 266.1 | 266.1 | 267.8 | |||
Other | 46.4 | 46.4 | 46.8 | |||
Total current assets | 430.2 | 430.2 | 432.3 | |||
Goodwill | 2,787.6 | 2,787.6 | 2,797.6 | |||
Property, plant & equipment | 30.3 | 30.3 | 30.3 | |||
Right of use asset | 111.3 | 111.3 | 103.9 | |||
Other | 34.3 | 34.3 | 34.4 | |||
Total assets acquired | 9,386.3 | 9,386.3 | 9,333.3 | |||
Accounts payable | 74.2 | 74.2 | 74.2 | |||
Deferred revenue | 397.8 | 397.8 | 398.4 | |||
Accrued liabilities | 237.8 | 237.8 | 240.1 | |||
Short-term pension and other accrued benefits | 106 | 106 | 106 | |||
Other current liabilities | 45.8 | 45.8 | 41.1 | |||
Total current liabilities | 861.6 | 861.6 | 859.8 | |||
Long-term pension and postretirement obligations | 221 | 221 | 213.6 | |||
Deferred tax liability | 1,380.6 | 1,380.6 | 1,388.3 | |||
Long-term debt | 625.1 | 625.1 | 625.1 | |||
Other liabilities | 169 | 169 | 161 | |||
Total liabilities assumed | 3,257.3 | 3,257.3 | 3,247.8 | |||
Non-controlling interest | 60.3 | 60.3 | 16.8 | |||
Less: debt repayment | 637.5 | 637.5 | 637.5 | |||
Amounts paid to equity holders | 5,431.2 | 5,431.2 | 5,431.2 | |||
Measurement Period Adjustments | ||||||
Accounts receivable | (1.7) | |||||
Other | (0.4) | |||||
Total current assets | (2.1) | |||||
Goodwill | (10) | (10) | ||||
Right of use asset | 7.4 | |||||
Other | (0.1) | |||||
Total assets acquired | 53 | |||||
Deferred revenue | (0.6) | |||||
Accrued liabilities | (2.3) | |||||
Other current liabilities | 4.7 | |||||
Total current liabilities | 1.8 | |||||
Long-term pension and postretirement obligations | 7.4 | |||||
Deferred tax liability | (7.7) | |||||
Other liabilities | 8 | |||||
Total liabilities assumed | 9.5 | |||||
Non-controlling interest | 43.5 | |||||
Take Private Acquisition, Dun & Bradstreet | Trademark | ||||||
Purchase Price Allocation: | ||||||
Intangible assets | 1,275.8 | 1,275.8 | 1,200.8 | |||
Measurement Period Adjustments | ||||||
Intangible assets | 75 | |||||
Take Private Acquisition, Dun & Bradstreet | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 16 years 10 months 24 days | |||||
Purchase Price Allocation: | ||||||
Intangible assets | 2,388.5 | 2,388.5 | 2,589 | |||
Measurement Period Adjustments | ||||||
Intangible assets | (200.5) | |||||
Take Private Acquisition, Dun & Bradstreet | Partnership agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 14 years 3 months 18 days | |||||
Purchase Price Allocation: | ||||||
Intangible assets | 230.3 | 230.3 | 0 | |||
Measurement Period Adjustments | ||||||
Intangible assets | 230.3 | |||||
Take Private Acquisition, Dun & Bradstreet | Computer software | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 7 years 9 months 18 days | |||||
Purchase Price Allocation: | ||||||
Intangible assets | 376 | 376 | 376 | |||
Take Private Acquisition, Dun & Bradstreet | Database | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Amortization Period (years) | 17 years | |||||
Purchase Price Allocation: | ||||||
Intangible assets | 1,722 | $ 1,722 | $ 1,769 | |||
Measurement Period Adjustments | ||||||
Intangible assets | $ (47) |
Take-Private Transaction - Pro
Take-Private Transaction - Pro Forma Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | $ 178.7 | [1] | $ 480.1 | $ 442.1 | $ 420.6 | $ 395.3 | $ 432.7 | $ 408.2 | $ 398.9 | $ 174.1 | $ 1,738.1 | $ 1,413.9 | [1] | $ 1,716.4 |
Pro forma revenue | 181.6 | 1,427.4 | 1,736.7 | |||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (77) | (692.9) | 267.4 | |||||||||||
Deferred revenue fair value adjustment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | $ 0 | 2.4 | (4.8) | |||||||||||
Dun & Bradstreet | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | 178.7 | 1,716.4 | ||||||||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) | (75.6) | 288.1 | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | 1,413.9 | 0 | ||||||||||||
Pro forma revenue | 1,726.9 | 1,564.2 | ||||||||||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) | (674) | 0 | ||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (473.9) | (583.7) | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Deferred revenue fair value adjustment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | 134.3 | (152.2) | ||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 104.4 | (118.3) | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Incremental amortization of intangibles | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (15.5) | (350.7) | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Amortization of deferred commissions | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (2) | 16.9 | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Transaction costs | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 154.9 | (114.5) | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Pension expense adjustment | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 69.5 | 38.9 | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Equity-based compensation adjustment | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 8.1 | 0 | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Preferred dividend adjustment | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (21.8) | (128.7) | ||||||||||||
Take Private Acquisition, Dun & Bradstreet | Incremental interest expense and facility cost adjustment | ||||||||||||||
Pro forma adjustments - net of tax effect | ||||||||||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | $ (21.9) | $ (215.4) | ||||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Sep. 11, 2020 | Mar. 11, 2020 | Jan. 07, 2020 | Jul. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Transaction costs | $ 0.2 | |||||
Orb | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest acquired (as a percent) | 100.00% | |||||
Consideration transferred | $ 11.6 | |||||
coAction.com | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 9.6 | |||||
Payments to acquire business | $ 4.8 | $ 4.8 | ||||
Lattice | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest acquired (as a percent) | 100.00% | |||||
Consideration transferred | $ 127 | |||||
Transaction costs | $ 0.6 | |||||
Capital funding received in connection with acquisition | $ 100 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Jul. 01, 2019 | Feb. 08, 2019 | Feb. 07, 2019 | Dec. 31, 2018 | |
Purchase Price Allocation: | ||||||||||
Goodwill | $ 2,840.1 | $ 2,856.2 | $ 2,840.1 | $ 2,856.2 | $ 2,840.1 | $ 773.5 | $ 770.8 | |||
Orb Intelligence & coAction.com | ||||||||||
Purchase Price Allocation: | ||||||||||
Cash | 0.5 | 0.5 | $ 0.5 | |||||||
Accounts receivable | 0.3 | 0.3 | 0.3 | |||||||
Other | 0.3 | 0.3 | 0.2 | |||||||
Total current assets | 1.1 | 1.1 | 1 | |||||||
Goodwill | 10.9 | 10.9 | 10.7 | |||||||
Deferred tax asset | 0.4 | 0.4 | 0.4 | |||||||
Total assets acquired | 21.6 | 21.6 | 21.3 | |||||||
Total liabilities assumed | 0.4 | 0.4 | 0.2 | |||||||
Total purchase price | 21.2 | $ 21.2 | 21.1 | |||||||
Measurement Period Adjustments | ||||||||||
Other | 0.1 | |||||||||
Total current assets | 0.1 | |||||||||
Goodwill | 0.2 | |||||||||
Total assets acquired | 0.3 | |||||||||
Total liabilities assumed | 0.2 | |||||||||
Total purchase price | 0.1 | |||||||||
Lattice | ||||||||||
Purchase Price Allocation: | ||||||||||
Cash | 0.1 | 0.1 | 0.1 | $ 0.1 | ||||||
Accounts receivable | 1.9 | 1.9 | 1.9 | 1.9 | ||||||
Other | 0.7 | 0.7 | 0.7 | 0.7 | ||||||
Total current assets | 2.7 | 2.7 | 2.7 | 2.7 | ||||||
Goodwill | 55.2 | 55.2 | 55.2 | 43 | ||||||
Deferred tax asset | 17.5 | 17.5 | 17.5 | 18.4 | ||||||
Other | 0.5 | 0.5 | 0.5 | 0.7 | ||||||
Total assets acquired | 137.8 | 137.8 | 137.8 | 137.9 | ||||||
Deferred revenue | 6.5 | 6.5 | 6.5 | 6.5 | ||||||
Other liabilities | 4.3 | 4.3 | 4.3 | 4.4 | ||||||
Total liabilities assumed | 10.8 | 10.8 | 10.8 | 10.9 | ||||||
Total purchase price | 127 | 127 | 127 | 127 | ||||||
Measurement Period Adjustments | ||||||||||
Goodwill | 12.2 | |||||||||
Deferred tax asset | (0.9) | |||||||||
Other | (0.2) | |||||||||
Total assets acquired | (0.1) | |||||||||
Other liabilities | (0.1) | |||||||||
Total liabilities assumed | (0.1) | |||||||||
Total purchase price | 0 | |||||||||
Take Private Acquisition, Dun & Bradstreet | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization Life (years) | 16 years 6 months | |||||||||
Purchase Price Allocation: | ||||||||||
Cash | 117.7 | 117.7 | 117.7 | $ 117.7 | ||||||
Accounts receivable | 266.1 | 266.1 | 266.1 | 267.8 | ||||||
Other | 46.4 | 46.4 | 46.4 | 46.8 | ||||||
Total current assets | 430.2 | 430.2 | 430.2 | 432.3 | ||||||
Goodwill | 2,787.6 | 2,787.6 | 2,787.6 | 2,797.6 | ||||||
Other | 34.3 | 34.3 | 34.3 | 34.4 | ||||||
Total assets acquired | 9,386.3 | 9,386.3 | 9,386.3 | 9,333.3 | ||||||
Deferred revenue | 397.8 | 397.8 | 397.8 | 398.4 | ||||||
Other liabilities | 169 | 169 | 169 | 161 | ||||||
Total liabilities assumed | 3,257.3 | 3,257.3 | 3,257.3 | $ 3,247.8 | ||||||
Measurement Period Adjustments | ||||||||||
Other | (0.4) | |||||||||
Total current assets | (2.1) | |||||||||
Goodwill | (10) | (10) | ||||||||
Other | (0.1) | |||||||||
Total assets acquired | 53 | |||||||||
Other liabilities | 8 | |||||||||
Total liabilities assumed | 9.5 | |||||||||
Customer relationships | Orb Intelligence & coAction.com | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization Life (years) | 7 years | |||||||||
Purchase Price Allocation: | ||||||||||
Intangible assets | 2.4 | $ 2.4 | 2.4 | |||||||
Customer relationships | Lattice | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization Life (years) | 11 years | |||||||||
Purchase Price Allocation: | ||||||||||
Intangible assets | 14.5 | 14.5 | 14.5 | 25.1 | ||||||
Measurement Period Adjustments | ||||||||||
Intangible assets | (10.6) | |||||||||
Customer relationships | Take Private Acquisition, Dun & Bradstreet | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization Life (years) | 16 years 10 months 24 days | |||||||||
Measurement Period Adjustments | ||||||||||
Intangible assets | (200.5) | |||||||||
Technology | Orb Intelligence & coAction.com | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization Life (years) | 11 years | |||||||||
Purchase Price Allocation: | ||||||||||
Intangible assets | $ 6.8 | $ 6.8 | $ 6.8 | |||||||
Technology | Lattice | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization Life (years) | 14 years | |||||||||
Purchase Price Allocation: | ||||||||||
Intangible assets | 47.4 | $ 47.4 | $ 47.4 | $ 48 | ||||||
Measurement Period Adjustments | ||||||||||
Intangible assets | $ (0.6) |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | $ 178.7 | [1] | $ 480.1 | $ 442.1 | $ 420.6 | $ 395.3 | $ 432.7 | $ 408.2 | $ 398.9 | $ 174.1 | $ 1,738.1 | $ 1,413.9 | [1] | $ 1,716.4 |
Pro forma revenue | 181.6 | 1,427.4 | 1,736.7 | |||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (75.6) | [1] | $ 7 | $ (17) | $ (207.1) | $ 41.5 | $ (263.3) | $ (88.8) | $ (94) | $ (227.9) | $ (175.6) | (674) | [1] | 288.1 |
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (77) | $ (692.9) | 267.4 | |||||||||||
Blended statutory tax rate (as a percent) | 22.30% | |||||||||||||
Pre-acquisition net loss | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (1) | $ (19.7) | (13.1) | |||||||||||
Intangible amortization - net of tax benefits | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (0.4) | (1.4) | (3.6) | |||||||||||
Deferred revenue fair value adjustment | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | 0 | 2.4 | (4.8) | |||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | 0 | 1.8 | (3.6) | |||||||||||
Transaction costs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | 0 | 0.4 | (0.4) | |||||||||||
Lattice | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | $ 2.9 | $ 11.1 | $ 25.1 | |||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Supplemental Financial Data - O
Supplemental Financial Data - Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Text Block Supplement [Abstract] | ||
Right of use assets | $ 72.9 | $ 87.9 |
Prepaid pension assets | 4.3 | 9.9 |
Investments | 27 | 23.7 |
Other non-current assets | 16.3 | 13.1 |
Total | $ 120.5 | $ 134.6 |
Supplemental Financial Data -_2
Supplemental Financial Data - Other Accrued and Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Text Block Supplement [Abstract] | ||
Restructuring accruals | $ 9.9 | $ 11.1 |
Operating expenses accruals | 76.5 | 58.7 |
Accrued interest expense | 29 | 49.3 |
Short-term lease liability | 23.3 | 22.4 |
Other accrued liabilities | 21.6 | 25.8 |
Total | $ 160.3 | $ 167.3 |
Supplemental Financial Data -_3
Supplemental Financial Data - Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure Text Block Supplement [Abstract] | |||
Deferred revenue - long term | $ 16.3 | $ 7.8 | $ 7.3 |
U.S. tax liability associated with the 2017 Act | 49.8 | 55 | |
Long-term lease liability | 68.4 | 71.2 | |
Other | 8.7 | 3.7 | |
Total | $ 143.2 | $ 137.7 |
Supplemental Financial Data - P
Supplemental Financial Data - Property, Plant and Equipment - Net (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Less: Accumulated depreciation | $ 14 | $ 7.5 | ||
Property, plant and equipment - net less leasehold improvements | 15.1 | 18 | ||
Property, plant and equipment - net | 26.4 | 29.4 | ||
Depreciation | $ 1.1 | 9.4 | 8.2 | $ 10.9 |
Asset impairment charges | 3.6 | 3.6 | ||
Furniture | ||||
Property, Plant and Equipment [Line Items] | ||||
Furniture | 24.3 | 22.4 | ||
Property, Plant and Equipment, excluding Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Less: Accumulated depreciation | 9.2 | 4.4 | ||
Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Less: Accumulated depreciation | 4.8 | 3.1 | ||
Property, plant and equipment - net | $ 11.3 | $ 11.4 |
Supplemental Financial Data - C
Supplemental Financial Data - Computer Software and Goodwill (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Computer Software | ||||
Balance at beginning of period | $ 133.8 | $ 379.8 | $ 133.8 | |
Acquisitions | 0 | 376 | ||
Additions at cost | 5 | 113.1 | 56.4 | |
Amortization | (6.8) | (70.8) | (48.4) | $ (44.9) |
Write-off | (1) | |||
Other | 0.1 | 11.6 | (4.2) | |
Balance at end of period | 132.1 | 432.7 | 379.8 | 133.8 |
Goodwill | ||||
Balance at beginning of period | 770.8 | 2,840.1 | 770.8 | |
Acquisitions | 10.9 | 2,842.8 | ||
Other | 2.7 | 5.2 | (2.7) | |
Balance at end of period | 773.5 | 2,856.2 | 2,840.1 | 770.8 |
Computer software amortization expense | $ 6.8 | $ 70.8 | $ 48.4 | $ 44.9 |
Supplemental Financial Data -_4
Supplemental Financial Data - Other Intangibles (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Additions | $ 0.1 | $ 0.6 | $ 0.6 | |
Amortization | (3.2) | (456.7) | (425.8) | |
Other | 0.1 | 7.5 | (1.9) | |
Balance at end of period | 3,968.9 | |||
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Balance at beginning of period | 158.4 | 1,275.8 | 158.4 | |
Acquisition | 1,275.8 | |||
Balance at end of period | 158.4 | 1,275.8 | 1,275.8 | $ 158.4 |
Total | ||||
Balance at beginning of period | 284.1 | 5,251.4 | 284.1 | |
Acquisition | 9.2 | 5,678.5 | ||
Additions | 0.1 | 0.6 | 0.6 | |
Amortization | (3.2) | (456.7) | (425.8) | |
Other | 0.1 | 7.5 | (1.9) | |
Balance at end of period | 281.1 | 4,812 | 5,251.4 | 284.1 |
Customer Relationships | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at beginning of period | 75.7 | 2,162.1 | 75.7 | |
Additions | 0 | 0 | 0 | |
Acquisition | 2.4 | 2,403 | ||
Amortization | (1.7) | (255.1) | (239.5) | |
Other | 0.1 | 3.1 | (1.4) | |
Balance at end of period | 74.1 | 1,912.5 | 2,162.1 | 75.7 |
Total | ||||
Additions | 0 | 0 | 0 | |
Amortization | (1.7) | (255.1) | (239.5) | |
Other | 0.1 | 3.1 | (1.4) | |
Accumulated amortization of intangibles | 56.6 | 495.5 | 239.5 | |
Database and Other | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at beginning of period | 50 | 1,813.5 | 50 | |
Additions | 0.1 | 0.6 | 0.6 | |
Acquisition | 6.8 | 1,999.7 | ||
Amortization | (1.5) | (201.6) | (186.3) | |
Other | 0 | 4.4 | (0.5) | |
Balance at end of period | 48.6 | 1,623.7 | 1,813.5 | 50 |
Total | ||||
Additions | 0.1 | 0.6 | 0.6 | |
Amortization | (1.5) | (201.6) | (186.3) | |
Other | 0 | 4.4 | (0.5) | |
Accumulated amortization of intangibles | $ 121.4 | $ 388.5 | $ 186.3 | |
Other Indefinite-Lived Intangibles | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Amortization | (32.9) | |||
Total | ||||
Amortization | $ (32.9) |
Supplemental Financial Data - F
Supplemental Financial Data - Future Amortization of Intangibles (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 07, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||||
2021 | $ 531.2 | |||
2022 | 494.9 | |||
2023 | 458.7 | |||
2024 | 404.1 | |||
2025 | 368.7 | |||
Thereafter | 1,711.3 | |||
Total | 3,968.9 | |||
Computer Software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
2021 | 101.6 | |||
2022 | 92.5 | |||
2023 | 83.6 | |||
2024 | 56.4 | |||
2025 | 48.4 | |||
Thereafter | 50.2 | |||
Total | 432.7 | |||
Customer Relationship | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
2021 | 239.3 | |||
2022 | 223.3 | |||
2023 | 207.3 | |||
2024 | 191.1 | |||
2025 | 175 | |||
Thereafter | 876.5 | |||
Total | 1,912.5 | $ 2,162.1 | $ 74.1 | $ 75.7 |
Database | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
2021 | 190.3 | |||
2022 | 179.1 | |||
2023 | 167.8 | |||
2024 | 156.6 | |||
2025 | 145.3 | |||
Thereafter | 784.6 | |||
Total | $ 1,623.7 | $ 1,813.5 | $ 48.6 | $ 50 |
Supplemental Financial Data - A
Supplemental Financial Data - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 14.1 | $ 7.3 | $ 14.1 | $ 24.2 |
Additions charged to costs and expenses | 0.7 | 7.8 | 5.2 | 6.7 |
Write-offs | (0.6) | (5.7) | (9.1) | |
Recoveries | 0.2 | 1.7 | 2.3 | 2.7 |
Other | 0.2 | (0.1) | (0.2) | (10.4) |
Balance at end of period | $ 14.6 | $ 11 | $ 7.3 | $ 14.1 |
Supplemental Financial Data - D
Supplemental Financial Data - Deferred Tax Asset Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of period | $ 34.4 | $ 33.1 | $ 34.4 | $ 39.1 |
Additions charged (credited) to costs and expenses | 0 | 0.5 | (27.2) | (2.8) |
Additions charged (credited) due to foreign currency fluctuations | 0 | 2.2 | (0.5) | (1.9) |
Additions charged (credited) to other accounts | 0 | 0 | 0 | |
Acquisition | 60.8 | |||
Balance at end of period | $ 34.4 | $ 35.8 | $ 33.1 | $ 34.4 |
Supplemental Financial Data -_5
Supplemental Financial Data - Other Income (Expense) - Net (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Feb. 07, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Disclosure Text Block Supplement [Abstract] | ||||||||||
Non-operating pension income (expense) | $ (85.7) | $ 45.9 | $ 35.9 | $ (2.4) | ||||||
Change in fair value of make-whole derivative liability | 0 | $ (102.6) | $ 69.8 | $ (172.4) | (32.8) | (172.4) | 0 | |||
Other nonoperating expense related to partial debt redemption | 0 | $ (25.5) | $ (41.3) | (50.1) | 0 | 0 | ||||
Miscellaneous other income (expense) – Net | (0.3) | 25 | (18.3) | (0.9) | ||||||
Other income (expense) – net | (86) | [1] | (12) | (154.8) | [1] | (3.3) | ||||
Pension settlement charge | $ 85.8 | $ 0.6 | $ 0 | $ 0 | ||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | $ 178.7 | [1] | $ 480.1 | $ 442.1 | $ 420.6 | $ 395.3 | $ 432.7 | $ 408.2 | $ 398.9 | $ 174.1 | $ 1,738.1 | $ 1,413.9 | [1] | $ 1,716.4 |
Adjusted EBITDA | 66.3 | 715.4 | 502.1 | 568.6 | ||||||||||
Depreciation and amortization | (11.1) | [1] | (536.9) | (482.4) | [1] | (88.7) | ||||||||
Interest expense - net | (5.2) | (270.3) | (301.1) | (52.5) | ||||||||||
Dividends allocated to preferred stockholders | 0 | [1] | (64.1) | (114) | [1] | 0 | ||||||||
Benefit (provision) for income taxes | 27.5 | [1] | 110.5 | 118.2 | [1] | (81.6) | ||||||||
Other income (expense) - net | (86) | [1] | (12) | (154.8) | [1] | (3.3) | ||||||||
Equity in net income of affiliates | 0.5 | [1] | 2.3 | 4.2 | [1] | 2.8 | ||||||||
Net income (loss) attributable to non-controlling interest | (0.8) | [1] | (1.3) | (2.1) | (1.2) | (0.4) | (3.2) | (1.4) | (1.5) | (0.4) | (5) | (6.5) | [1] | (6.2) |
Lag adjustment | (2.7) | 0 | 0 | 0 | ||||||||||
Other incremental or reduced expenses from the application of purchase accounting | 0 | 18.8 | 20.7 | 0 | ||||||||||
Equity-based compensation | (11.7) | (45.1) | (11.7) | (10.8) | ||||||||||
Restructuring charges | (0.1) | [1] | (34.8) | (51.8) | [1] | (25.4) | ||||||||
Merger and acquisition-related operating costs | (52) | (14.1) | (156) | (11.6) | ||||||||||
Transition costs | (0.3) | (31.9) | (37.7) | (0.3) | ||||||||||
Legal expense associated with significant legal and regulatory matters | 0 | (3.9) | 0.2 | (2.9) | ||||||||||
Asset impairment | 0 | (4.5) | (3.4) | 0 | ||||||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (75.6) | [1] | $ 7 | $ (17) | $ (207.1) | $ 41.5 | $ (263.3) | $ (88.8) | $ (94) | $ (227.9) | (175.6) | (674) | [1] | 288.1 |
Deferred revenue purchase accounting adjustments | (2.7) | 21.1 | 138.9 | |||||||||||
Capital expenditures | 0.2 | 7.7 | 12.5 | 5.1 | ||||||||||
Additions to computer software and other intangibles | 5.1 | 113.7 | 56.4 | 53.1 | ||||||||||
Operating Segments | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Depreciation and amortization | (7.3) | (53.8) | (40.7) | (49.8) | ||||||||||
Capital expenditures | 0.3 | 7.5 | 11.5 | 4.3 | ||||||||||
Additions to computer software and other intangibles | 5.1 | 112.3 | 54.4 | 44.4 | ||||||||||
Corporate and other | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | (25.9) | (21.1) | (138.9) | 0 | ||||||||||
Adjusted EBITDA | (9.3) | (75.8) | (210.7) | (98.5) | ||||||||||
Depreciation and amortization | (3.8) | (483.1) | (441.7) | (38.9) | ||||||||||
Capital expenditures | (0.1) | 0.2 | 1 | 0.8 | ||||||||||
Additions to computer software and other intangibles | 0 | 1.4 | 2 | 8.7 | ||||||||||
North America | Operating Segments | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 148.2 | 1,459.9 | 1,316.5 | 1,420.6 | ||||||||||
Adjusted EBITDA | 55.3 | 696.4 | 634.6 | 575.9 | ||||||||||
Depreciation and amortization | (5.8) | (45.9) | (34.8) | (41.3) | ||||||||||
Capital expenditures | 0.2 | 1.9 | 9.6 | 3.6 | ||||||||||
Additions to computer software and other intangibles | 4.3 | 106.2 | 48 | 39.5 | ||||||||||
International | Operating Segments | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 56.4 | 299.3 | 236.3 | 295.8 | ||||||||||
Adjusted EBITDA | 20.3 | 94.8 | 78.2 | 91.2 | ||||||||||
Depreciation and amortization | (1.5) | (7.9) | (5.9) | (8.5) | ||||||||||
Capital expenditures | 0.1 | 5.6 | 1.9 | 0.7 | ||||||||||
Additions to computer software and other intangibles | $ 0.8 | $ 6.1 | $ 6.4 | $ 4.9 | ||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Segment Information - Assets an
Segment Information - Assets and Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 07, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||||
Assets | $ 9,219.4 | $ 9,112.8 | ||
Goodwill | 2,856.2 | 2,840.1 | $ 773.5 | $ 770.8 |
Other intangibles | 4,812 | 5,251.4 | $ 281.1 | $ 284.1 |
Other long-lived assets | 663.2 | 590.8 | ||
Total long-lived assets | 8,331.4 | 8,682.3 | ||
North America | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 8,521.9 | 8,480.1 | ||
Goodwill | 2,745.5 | 2,734.6 | ||
Other intangibles | 4,534.5 | 4,953 | ||
Other long-lived assets | 568.5 | 500.9 | ||
International | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 697.5 | 632.7 | ||
Goodwill | 110.7 | 105.5 | ||
Other intangibles | 277.5 | 298.4 | ||
Other long-lived assets | $ 94.7 | $ 89.9 |
Segment Information - Supplemen
Segment Information - Supplemental Geographic and Customer Solution Set Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | $ 178.7 | [1] | $ 480.1 | $ 442.1 | $ 420.6 | $ 395.3 | $ 432.7 | $ 408.2 | $ 398.9 | $ 174.1 | $ 1,738.1 | $ 1,413.9 | [1] | $ 1,716.4 |
Finance & Risk | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 104.6 | 1,043.9 | 836.6 | 1,026.2 | ||||||||||
Sales & Marketing | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 74.1 | 694.2 | 577.3 | 690.2 | ||||||||||
Operating Segments | North America | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 148.2 | 1,459.9 | 1,316.5 | 1,420.6 | ||||||||||
Operating Segments | North America | Finance & Risk | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 80.4 | 811.1 | 728.2 | 792.6 | ||||||||||
Operating Segments | North America | Sales & Marketing | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 67.8 | 648.8 | 588.3 | 628 | ||||||||||
Operating Segments | International | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 56.4 | 299.3 | 236.3 | 295.8 | ||||||||||
Operating Segments | International | Finance & Risk | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 43.4 | 243.6 | 191.3 | 233.6 | ||||||||||
Operating Segments | International | Sales & Marketing | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | 13 | 55.7 | 45 | 62.2 | ||||||||||
Corporate and other | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | (25.9) | (21.1) | (138.9) | 0 | ||||||||||
Corporate and other | Finance & Risk | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | (19.2) | (10.8) | (82.9) | 0 | ||||||||||
Corporate and other | Sales & Marketing | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenue | $ (6.7) | $ (10.3) | $ (56) | $ 0 | ||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 06, 2020USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Jan. 01, 2020 | Feb. 08, 2019USD ($) | Aug. 08, 2018USD ($)shares | Jun. 30, 2020USD ($) | Feb. 07, 2019USD ($)shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)profitInterestUnit | Dec. 31, 2018USD ($) | Aug. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||||||
Stock options granted during period (shares) | shares | 0 | 8,000,000 | ||||||||||
Total compensation expense for stock options granted | $ 11.7 | $ 45.1 | $ 11.7 | $ 10.8 | ||||||||
Stock issued (shares) | shares | 108,506,312 | |||||||||||
Exercise price of stock options granted during period (USD per share) | $ / shares | $ 22 | |||||||||||
Gross proceeds from sale of stock | $ 2,381 | $ 1,028.4 | $ 1,028.4 | |||||||||
Stock options | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total compensation expense for stock options granted | $ 0 | $ 20 | $ 23 | 0 | $ 0 | |||||||
Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued (shares) | shares | 314,494,968 | |||||||||||
Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued (shares) | shares | 18,458,700 | |||||||||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | |||||||||||
Stock Issuance Costs | Star Parent, L.P. | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 30 | |||||||||||
Board of Directors Chairman & Director | Stock options | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total compensation expense for stock options granted | $ 20 | |||||||||||
Board of Directors Chairman & Director | Class B Profit Interest Units | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 17.3 | |||||||||||
Number of profit interest units granted (shares) | profitInterestUnit | 6,817.7428 | |||||||||||
Board of Directors Chairman & Director | Class C Profit Interest Units | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 37.9 | |||||||||||
Number of profit interest units granted (shares) | profitInterestUnit | 15,867.8087 | |||||||||||
Board of Directors Chairman | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock options granted during period (shares) | shares | 2,080,000 | |||||||||||
Board of Directors Chairman | Trasimene Capital Management, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Term of service agreement | 3 years | |||||||||||
Transaction fee valuation rate (as a percent) | 1.00% | |||||||||||
Board of Directors Chairman | Services Agreement with MVB Management, LLC and THL Managers VIII, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | 0 | $ 29.1 | ||||||||||
Board of Directors Chairman | Stock Issuance Costs | Bilcar | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 2.5 | |||||||||||
Board of Directors Chairman | Equity Commitment Fee | Cannae Holdings | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 12 | |||||||||||
Board of Directors Chairman | Service Agreement, Transaction Fees | Trasimene Capital Management, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 0.4 | |||||||||||
Director | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock options granted during period (shares) | shares | 2,080,000 | |||||||||||
Director | Stock Issuance Costs | CC Star Holdings, LP | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 2.5 | |||||||||||
Management | Travel Costs | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | 0.6 | |||||||||||
Affiliated Entity | Private Placement | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued (shares) | shares | 18,458,700 | |||||||||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | |||||||||||
Exercise price of stock options granted during period (USD per share) | $ / shares | $ 22 | |||||||||||
Affiliated Entity | Cannae Holdings | Private Placement | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds from sale of stock | $ 200 | |||||||||||
Affiliated Entity | Black Knight Inc. | Private Placement | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds from sale of stock | 100 | |||||||||||
Affiliated Entity | CC Capital | Private Placement | Common Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gross proceeds from sale of stock | 100 | |||||||||||
Affiliated Entity | Stock Issuance Costs | THL Managers | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 2.5 | |||||||||||
Affiliated Entity | Equity Commitment Fee | THL Managers | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 7.5 | |||||||||||
Chief Operating Officer | Motive Partners | London | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Term of lease | 5 years | |||||||||||
Chief Operating Officer | Motive Partners | New York | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Term of lease | 1 year | |||||||||||
Chief Operating Officer | Due Diligence Consulting Services Fee | Motive Partners | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 0.6 | |||||||||||
Chief Operating Officer | Lease Termination Fee | Motive Partners | London | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 0.1 | |||||||||||
Chief Operating Officer | Lease Cost | Motive Partners | London | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 1 | |||||||||||
Chief Operating Officer | Lease Cost | Motive Partners | New York | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 0.2 |
Contractual Obligations - Narra
Contractual Obligations - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 8 Months Ended | 12 Months Ended | 35 Months Ended | 60 Months Ended | ||
Feb. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | May 31, 2020 | |
Other Commitments [Line Items] | |||||||
Unrecorded unconditional purchase obligation | $ 566.1 | $ 566.1 | $ 566.1 | ||||
Acxiom and Ensono Agreements | |||||||
Other Commitments [Line Items] | |||||||
Incurred costs | $ 6 | 86 | $ 56 | $ 60 | |||
Acxiom Agreement | Minimum | |||||||
Other Commitments [Line Items] | |||||||
Unrecorded unconditional purchase obligation | 7 | ||||||
Ensono Information Technology and Data Processing Services Arrangement | |||||||
Other Commitments [Line Items] | |||||||
Unrecorded unconditional purchase obligation | 105 | ||||||
Cognizant Technology Solutions Agreement | |||||||
Other Commitments [Line Items] | |||||||
Unrecorded unconditional purchase obligation | 10 | ||||||
Incurred costs | 4 | $ 33 | 35 | 37 | |||
Term for commercial services agreement | 2 years | 3 years | 3 years | ||||
Written notice requirement period for termination | 6 months | ||||||
Termination fee | $ 4.5 | $ 4.5 | $ 4.5 | ||||
Worldwide Network Partnership Agreements | |||||||
Other Commitments [Line Items] | |||||||
Unrecorded unconditional purchase obligation | 359 | ||||||
Incurred costs | $ 3 | $ 90 | $ 23 | $ 22 | |||
Worldwide Network Partnership Agreements | Minimum | |||||||
Other Commitments [Line Items] | |||||||
Term for commercial services agreement | 5 years | ||||||
Worldwide Network Partnership Agreements | Maximum | |||||||
Other Commitments [Line Items] | |||||||
Term for commercial services agreement | 10 years |
Contractual Obligations - Futur
Contractual Obligations - Future Contractual Obligations (Details) $ in Millions | Dec. 31, 2020USD ($) |
Commitments to Outsourcers and Other Purchase Obligations | |
2021 | $ 207.7 |
2022 | 146.6 |
2023 | 67.1 |
2024 | 51.2 |
2025 | 32.9 |
Thereafter | 60.6 |
Total | $ 566.1 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 07, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | $ 178.7 | [1] | $ 480.1 | $ 442.1 | $ 420.6 | $ 395.3 | $ 432.7 | $ 408.2 | $ 398.9 | $ 174.1 | $ 1,738.1 | $ 1,413.9 | [1] | $ 1,716.4 |
Operating income (loss) | (11.6) | [1] | 27.5 | 45.2 | (1.4) | (8.3) | (7) | (1) | (9.1) | (202.9) | 63 | (220) | [1] | 428.9 |
Net income (loss) | (74.8) | [1] | 8.3 | (14.9) | (173.8) | 73.9 | (228.1) | (55.3) | (60.5) | (209.6) | (106.5) | (553.5) | [1] | 294.3 |
Net income (loss) attributable to non-controlling interest | 0.8 | [1] | 1.3 | 2.1 | 1.2 | 0.4 | 3.2 | 1.4 | 1.5 | 0.4 | 5 | 6.5 | [1] | 6.2 |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (75.6) | [1] | 7 | (17) | (207.1) | 41.5 | (263.3) | (88.8) | (94) | (227.9) | (175.6) | (674) | [1] | 288.1 |
Deferred revenue purchase accounting adjustment | 17.4 | |||||||||||||
Total compensation expense for stock options granted | 11.7 | 45.1 | 11.7 | 10.8 | ||||||||||
Other nonoperating expense related to partial debt redemption | 0 | $ 25.5 | 41.3 | 50.1 | 0 | 0 | ||||||||
Gain (loss) on embedded derivative | 0 | (102.6) | $ 69.8 | (172.4) | (32.8) | (172.4) | 0 | |||||||
Deferred revenue purchase accounting adjustments | (2.7) | 21.1 | 138.9 | |||||||||||
International lag adjustments | 25.9 | |||||||||||||
Transaction costs | $ 0.2 | 0.2 | ||||||||||||
Acceleration charge | 10.4 | 56.3 | ||||||||||||
Pension settlement charge | 85.8 | 0.6 | 0 | 0 | ||||||||||
Take Private Acquisition, Dun & Bradstreet | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | 1,413.9 | 0 | ||||||||||||
Deferred revenue purchase accounting adjustments | $ (22.1) | $ (38) | $ (39.2) | (39.6) | ||||||||||
Transaction costs | 52 | |||||||||||||
Take Private Acquisition, Dun & Bradstreet | Star Merger Sub, Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Transaction costs | 52 | $ 147.4 | 13 | |||||||||||
Acceleration charge | 10.4 | |||||||||||||
Stock options | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total compensation expense for stock options granted | $ 0 | $ 20 | $ 23 | $ 0 | $ 0 | |||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2028 | Jul. 06, 2020 | Jun. 26, 2020 | May 14, 2020 | Mar. 27, 2020 | Mar. 04, 2020 | Dec. 27, 2019 | Dec. 16, 2019 | Sep. 27, 2019 | Jul. 30, 2019 | Jun. 28, 2019 | Jun. 19, 2019 | May 31, 2019 | Feb. 08, 2019 | Aug. 08, 2018 | Feb. 07, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Feb. 08, 2028 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 07, 2027 |
Class of Stock [Line Items] | ||||||||||||||||||||||||
Stock issued (shares) | 108,506,312 | |||||||||||||||||||||||
Consideration received on transaction | $ 2,381 | $ 1,028.4 | $ 1,028.4 | |||||||||||||||||||||
Syndication fee / issuance discount | 42.8 | $ 21.6 | $ 21.6 | |||||||||||||||||||||
Make-whole payment for embedded derivative | $ 205.2 | |||||||||||||||||||||||
Fair value of make-whole provision | $ 176.9 | $ 2 | $ 176.9 | |||||||||||||||||||||
Loss on embedded derivative | $ 0 | $ 102.6 | $ (69.8) | 172.4 | 32.8 | 172.4 | $ 0 | |||||||||||||||||
Redeemable balance of cumulative preferred stock | 1,067.9 | |||||||||||||||||||||||
Accretion of redeemable preferred stock | 36.1 | 3.4 | ||||||||||||||||||||||
Preferred stock, dividends declared (USD per share) | $ 30.51 | $ 30.51 | $ 30.51 | $ 30.51 | $ 30.51 | |||||||||||||||||||
Aggregate dividends paid on preferred stock | $ 32.1 | $ 32 | $ 32 | $ 32.1 | $ 10.7 | $ 21.3 | ||||||||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Fair value of make-whole provision | 175 | 1 | 175 | |||||||||||||||||||||
Make-whole derivative liability | Make-whole derivative liability | Derivatives not designated as hedging instruments | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Fair value of make-whole provision | $ 172.4 | $ 0 | $ 172.4 | |||||||||||||||||||||
Forecast | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Dividend rate per annum (as a percent) | 14.00% | 13.00% | 12.00% | |||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Stock issued (shares) | 1,050,000 | 1,050,000 |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) - USD ($) $ in Millions | Jan. 27, 2021 | Jan. 08, 2021 | Jul. 06, 2020 | Feb. 10, 2020 | Feb. 08, 2019 |
Secured Debt | New Term Loan Facility | Line of Credit | LIBOR | |||||
Subsequent Event [Line Items] | |||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.25%) | ||||
Basis spread on variable rate (as a percent) | 3.75% | 4.00% | 5.00% | ||
Subsequent Event | Secured Debt | New Term Loan Facility | Line of Credit | LIBOR | |||||
Subsequent Event [Line Items] | |||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.50%) | ||||
Basis spread on variable rate (as a percent) | 3.25% | ||||
Subsequent Event | Foreign Exchange Contract | |||||
Subsequent Event [Line Items] | |||||
Gain (loss) on sale of derivatives | $ 21 | ||||
Subsequent Event | Bisnode | |||||
Subsequent Event [Line Items] | |||||
Ownership interest acquired (as a percent) | 100.00% | ||||
Consideration transferred | $ 805.8 | ||||
Payments to acquire business | $ 646.9 | ||||
Stock issued in acquisition (shares) | 6,237,087 | ||||
Cash consideration transferred from issuance of common and preferred shares | $ 158.9 |
Uncategorized Items - dnb-20201
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201409Member |