Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | 5335 Gate Parkway | ||
Entity Address, City or Town | Jacksonville | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32256 | ||
City Area Code | 904 | ||
Local Phone Number | 648-6350 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | DNB | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,514,751,447 | ||
Entity Common Stock, Shares Outstanding | 435,556,755 | ||
Documents Incorporated by Reference | The information in Part III hereof is incorporated by reference to certain information from the registrant's definitive proxy statement for the 2022 annual meeting of shareholders. The registrant intends to file the proxy statement within 120 days after the close of the fiscal year that is the subject of this Report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001799208 | ||
Current Fiscal Year End Date | --12-31 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | New York, NY |
Auditor Firm ID | 185 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Revenue | $ 2,224.6 | $ 2,165.6 | $ 1,738.7 | |
Cost of services (exclusive of depreciation and amortization) | 721.4 | 664.3 | 548.2 | |
Selling and administrative expenses | 745.6 | 714.7 | 559.8 | |
Depreciation and amortization | 587.2 | 615.9 | 537.8 | |
Restructuring charges | 20.5 | 25.1 | 37.3 | |
Operating costs | 2,074.7 | 2,020 | 1,683.1 | |
Operating income (loss) | 149.9 | 145.6 | 55.6 | |
Interest income | 2.2 | 0.7 | 0.7 | |
Interest expense | (193.2) | (206.4) | (271.1) | |
Other income (expense) - net | 13.9 | 14.9 | (11.6) | |
Non-operating income (expense) - net | (177.1) | (190.8) | (282) | |
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | (27.2) | (45.2) | (226.4) | |
Less: provision (benefit) for income taxes | (28.8) | 23.4 | (112.4) | |
Equity in net income of affiliates | 2.5 | 2.7 | 2.4 | |
Net income (loss) | 4.1 | (65.9) | (111.6) | |
Less: net (income) loss attributable to the non-controlling interest | (6.4) | (5.8) | (4.9) | |
Less: Dividends allocated to preferred stockholders | 0 | 0 | (64.1) | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (2.3) | $ (71.7) | $ (180.6) | |
Basic earnings (loss) per share of common stock: | ||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (0.01) | $ (0.17) | $ (0.49) | |
Diluted earnings (loss) per share of common stock: | ||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (0.01) | $ (0.17) | $ (0.49) | |
Weighted average number of shares outstanding - basic (shares) | 429,106,164 | 428,666,791 | 367,132,099 | |
Weighted average number of shares outstanding - diluted (shares) | 429,106,164 | 428,666,791 | 367,132,099 | |
Other comprehensive income (loss), net of income taxes: | ||||
Net income (loss) | $ 4.1 | $ (65.9) | $ (111.6) | |
Foreign currency adjustments: | ||||
Foreign currency translation adjustments, net of tax | [1] | (124.6) | (76.6) | 28.5 |
Net investment hedge derivative, net of tax | [2] | 2 | 0 | 0 |
Cash flow hedge derivative, net of tax expense (benefit) | [3] | 41 | 7.8 | 0.7 |
Defined benefit pension plans: | ||||
Prior service credit (cost), net of tax expense (benefit) | [4] | (0.2) | (0.2) | (0.8) |
Net actuarial gain (loss), net of tax expense (benefit) | [5] | (46) | 108.6 | (95.5) |
Total other comprehensive income (loss), net of tax | (127.8) | 39.6 | (67.1) | |
Comprehensive income (loss), net of tax | (123.7) | (26.3) | (178.7) | |
Less: comprehensive (income) loss attributable to the non-controlling interest | 2.3 | (8) | (8.1) | |
Comprehensive income (loss) attributable to Dun & Bradstreet Holdings, Inc. | $ (121.4) | $ (34.3) | $ (186.8) | |
[1]Tax Expense (Benefit) of $(9.9) million, $(1.6) million and $2.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively.[2]Tax Expense (Benefit) of $0.9 million for the year ended December 31, 2022.[3]Tax Expense (Benefit) of $14.6 million, $2.8 million and $0.2 million, for the years ended December 31, 2022, 2021 and 2020, respectively.[4]Tax Expense (Benefit) of $(0.1) million, $0.1 million and $(0.2) million for the years ended December 31, 2022, 2021 and 2020, respectively.[5]Tax Expense (Benefit) of $(15.6) million, $38.9 million and $(32.2) million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Foreign currency translation adjustments, tax expense (benefit) | $ (9.9) | $ (1.6) | $ 2.9 |
Investment hedge, tax expense (benefit) | 0.9 | ||
Derivative financial instrument, tax expense (benefit) | 14.6 | 2.8 | 0.2 |
Amortization of prior service (cost) credit, tax expense | (0.1) | (0.1) | (0.2) |
Net actuarial gain (loss), tax expense (benefit) | $ (15.6) | $ 38.9 | $ (32.2) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 208.4 | $ 177.1 |
Accounts receivable, net of allowance of $14.3 at December 31, 2022 and $16.5 at December 31, 2021 (Notes 4, 7 and 17) | 271.6 | 401.7 |
Prepaid taxes | 57.7 | 52.2 |
Other prepaids | 77.2 | 63.9 |
Other current assets (Notes 4 and 14) | 89 | 23.1 |
Total current assets | 703.9 | 718 |
Non-current assets | ||
Property, plant and equipment, net of accumulated depreciation of $38.4 at December 31, 2022 and $27.5 at December 31, 2021 (Note 17) | 96.9 | 96.8 |
Computer software, net of accumulated amortization of $348.8 at December 31, 2022 and $234.2 at December 31, 2021 (Note 17) | 631.8 | 557.4 |
Goodwill (Notes 17 and 18) | 3,431.3 | 3,493.3 |
Deferred income tax (Note 10) | 16 | 18.5 |
Other intangibles (Notes 17 and 18) | 4,320.1 | 4,824.5 |
Deferred costs (Note 4) | 143.7 | 116.1 |
Other non-current assets (Note 17) | 128.2 | 172.6 |
Total non-current assets | 8,768 | 9,279.2 |
Total assets | 9,471.9 | 9,997.2 |
Current liabilities | ||
Accounts payable | 80.5 | 83.5 |
Accrued payroll | 109.5 | 125.6 |
Short-term debt (Note 6) | 32.7 | 28.1 |
Deferred revenue (Note 4) | 563.1 | 569.4 |
Other accrued and current liabilities (Note 17) | 316.8 | 198.3 |
Total current liabilities | 1,102.6 | 1,004.9 |
Long-term pension and postretirement benefits (Note 11) | 158.2 | 178.4 |
Long-term debt (Note 6) | 3,552.2 | 3,716.7 |
Deferred income tax (Note 10) | 1,023.7 | 1,207.2 |
Other non-current liabilities (Note 17) | 126.8 | 144.7 |
Total liabilities | 5,963.5 | 6,251.9 |
Commitments and contingencies (Notes 9 and 20) | ||
Equity | ||
Common Stock, $0.0001 par value per share, authorized—2,000,000,000 shares; 436,604,447 shares issued and 435,717,527 shares outstanding at December 31, 2022 and 432,070,999 shares issued and 431,197,782 shares outstanding at December 31, 2021 | 0 | 0 |
Capital surplus | 4,443.7 | 4,500.4 |
Accumulated deficit | (764.1) | (761.8) |
Treasury Stock, 886,920 shares at December 31, 2022 and 873,217 shares at December 31, 2021 | (0.3) | (0.3) |
Accumulated other comprehensive loss | (180) | (57.1) |
Total stockholder equity | 3,499.3 | 3,681.2 |
Non-controlling interest | 9.1 | 64.1 |
Total equity | 3,508.4 | 3,745.3 |
Total liabilities and stockholder equity | $ 9,471.9 | $ 9,997.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance on accounts receivable | $ 14.3 | $ 16.5 |
Accumulated depreciation | 38.4 | 27.5 |
Accumulated amortization on computer software | $ 348.8 | $ 234.2 |
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) | 436,604,447 | 432,070,999 |
Common stock outstanding (shares) | 435,717,527 | 431,197,782 |
Treasury stock (shares) | 886,920 | 873,217 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows provided by (used in) operating activities: | ||||
Net income (loss) | $ 4.1 | $ (65.9) | $ (111.6) | |
Reconciliation of net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 587.2 | 615.9 | 537.8 | |
Amortization of unrecognized pension loss (gain) | (0.4) | 1.9 | (0.5) | |
Debt early redemption premium expense | 16.3 | 29.5 | 50.1 | |
Amortization and write off of deferred debt issuance costs | 23.8 | 31.2 | 45 | |
Pension settlement charge | 2.1 | 0 | 0.6 | |
Equity-based compensation expense | 66 | 33.3 | 45.1 | |
Restructuring charge | 20.5 | 25.1 | 37.3 | |
Restructuring payments | (16.9) | (20.6) | (16.5) | |
Change in fair value of make-whole derivative liability | 0 | 0 | 32.8 | |
Changes in deferred income taxes | (151) | (77.4) | (99.6) | |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | [1] | 113.3 | (13.7) | (45.1) |
(Increase) decrease in prepaid taxes, other prepaids and other current assets | [1] | (23.2) | 62.7 | (28.9) |
Increase (decrease) in deferred revenue | [1] | 8.8 | 16.5 | 8.1 |
Increase (decrease) in accounts payable | [1] | (5.2) | (0.1) | 9.1 |
Increase (decrease) in accrued payroll | [1] | 3.6 | 10.8 | (36.6) |
Increase (decrease) in other accrued and current liabilities | [1] | (18.1) | (31.2) | (131.5) |
(Increase) decrease in other long-term assets | [1] | (53.2) | (34.2) | (49.7) |
Increase (decrease) in long-term liabilities | [1] | (41.2) | (84.4) | (39.2) |
Net, other non-cash adjustments | [1] | 0.6 | 4.3 | (1.2) |
Net cash provided by (used in) operating activities | [1] | 537.1 | 503.7 | 205.5 |
Cash flows provided by (used in) investing activities: | ||||
Acquisitions of businesses, net of cash acquired | (0.5) | (844.8) | (20.6) | |
Cash settlements of foreign currency contracts and net investment hedge | 6 | 22.3 | 7.7 | |
Payments for real estate purchase | 0 | (76.6) | 0 | |
Capital expenditures | (12.6) | (9.7) | (7.8) | |
Additions to computer software and other intangibles | (205.3) | (170.7) | (115.2) | |
Other investing activities, net | 1.9 | 0.8 | 2.1 | |
Net cash provided by (used in) investing activities | (210.5) | (1,078.7) | (133.8) | |
Cash flows provided by (used in) financing activities: | ||||
Proceeds from issuance of common stock in the IPO transaction and Private Placement, net | [2] | 0 | 0 | 2,248.2 |
Payment for the redemption of Cumulative Series A Preferred Stock | 0 | 0 | (1,067.9) | |
Payment for make-whole liability | 0 | 0 | (205.2) | |
Payment for debt early redemption premiums | (16.3) | (29.5) | (50.1) | |
Payments of dividends | [3] | (42.9) | 0 | (64.1) |
Payment of long term debt | (420) | (450) | (580) | |
Proceeds from issuance of Senior Notes | 0 | 460 | 0 | |
Payment of debt issuance costs | (7.4) | (9.5) | (2.5) | |
Payment for purchase of non-controlling interests | (23.6) | 0 | 0 | |
Other financing activities, net | [4] | (14.6) | (2.8) | (7.8) |
Net cash provided by (used in) financing activities | (281.1) | 400.1 | 188.6 | |
Effect of exchange rate changes on cash and cash equivalents | (14.2) | (0.3) | 7.6 | |
Increase (decrease) in cash and cash equivalents | 31.3 | (175.2) | 267.9 | |
Cash and Cash Equivalents, Beginning of Period | 177.1 | 352.3 | 84.4 | |
Cash and Cash Equivalents, End of Period | 208.4 | 177.1 | 352.3 | |
Cash Paid for: | ||||
Income taxes payment (refund), net | 139.8 | 12.7 | 116.9 | |
Interest | 178.5 | 191.8 | 249 | |
Noncash Investing and Financing activities: | ||||
Fair value of acquired assets | 1.3 | 1,447.4 | 21.6 | |
Cash paid for acquired businesses | (0.5) | (882.1) | (21.2) | |
Unpaid purchase price accrued in "Other accrued and current liabilities" | 0 | (6.9) | 0 | |
Assumed liabilities from acquired businesses including non-controlling interest | 0.8 | 399.5 | 0.4 | |
Noncash additions to computer software | 15 | 7.9 | 0 | |
Noncash additions to property, plant and equipment | 0 | 1.7 | 2 | |
Eyeota/NetWise And Bisnode | ||||
Noncash Investing and Financing activities: | ||||
6,237,087 shares of common stock issued for the acquisition | 0 | (158.9) | 0 | |
Predecessor Credit Facility | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 315.1 | 314.1 | 407.2 | |
Payments of borrowings on lines of credit | (424.8) | (154.1) | (407.2) | |
Successor Term Loan Facility | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 460 | 300 | 0 | |
Bridge Loan | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 0 | 0 | (63) | |
Payments of borrowings on lines of credit | $ (106.6) | $ (28.1) | $ (19) | |
[1]Net of the effect of acquisitions, see further details in Note 16.[2]Net of IPO offering costs of $132.8 million of which $131.9 million was paid by proceeds raised from the offering (see Note 1) and $0.9 million was paid prior to the IPO and Private Placement.[3]Payment of dividends for the year ended December 31, 2022 are related to quarterly common stock dividends. Payment of dividends for the year ended December 31, 2020 are related to non-recurring preferred dividends for the Series A Preferred Stock.[4]Primarily related to distributions to non-controlling shareholders. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 06, 2020 | Jul. 05, 2020 | Dec. 31, 2022 | |
Payments for IPO and private placement offering costs | $ 131.9 | $ 0.9 | $ 132.8 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder Equity (Deficit) - USD ($) $ in Millions | Total | Total stockholder equity (deficit) | Common stock | Capital surplus | (Accumulated deficit) retained earnings | Treasury stock | Cumulative translation adjustment | Defined benefit postretirement plans | Cash flow hedging derivative | Non-controlling interest | ||
Balance at beginning of period at Dec. 31, 2019 | $ 1,577.3 | $ 1,519.1 | $ 0 | $ 2,116.9 | $ (573.6) | $ 0 | $ 0.9 | $ (24) | $ (1.1) | $ 58.2 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (111.6) | (116.5) | (116.5) | 4.9 | ||||||||
Accretion - Series A Preferred Stock | [1] | (36.1) | (36.1) | (36.1) | ||||||||
Issuance of Class A Common Stock in IPO and Private Placement, net of issuance costs | 2,248.2 | 2,248.2 | 2,248.2 | |||||||||
Equity-based compensation plans | [2] | 45.3 | 45.3 | 45.3 | ||||||||
Pension adjustments, net of tax expense (benefit) | (96.3) | (96.3) | (96.3) | |||||||||
Change in cumulative translation adjustment, net of tax expense (income) | 28.5 | [3] | 25.3 | 25.3 | 3.2 | |||||||
Net investment hedge derivative, net of tax expense | [4] | 0 | ||||||||||
Cash flow hedge derivative, net of tax expense | 0.7 | [5] | 0.7 | 0.7 | ||||||||
Preferred dividend | [1] | (64.1) | (64.1) | (64.1) | ||||||||
Payment to non-controlling interest | (8) | (8) | ||||||||||
Balance at end of period at Dec. 31, 2020 | 3,583.9 | 3,525.6 | 0 | 4,310.2 | (690.1) | 0 | 26.2 | (120.3) | (0.4) | 58.3 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (65.9) | (71.7) | (71.7) | 5.8 | ||||||||
Shares issued for Bisnode acquisition | 158.9 | 158.9 | 158.9 | |||||||||
Equity-based compensation plans | 31 | 31 | 31.3 | (0.3) | ||||||||
Pension adjustments, net of tax expense (benefit) | 108.4 | 108.4 | 108.4 | |||||||||
Change in cumulative translation adjustment, net of tax expense (income) | (76.6) | [3] | (78.8) | (78.8) | 2.2 | |||||||
Net investment hedge derivative, net of tax expense | [4] | 0 | ||||||||||
Cash flow hedge derivative, net of tax expense | 7.8 | [5] | 7.8 | 7.8 | ||||||||
Payment to non-controlling interest | (2.2) | (2.2) | ||||||||||
Balance at end of period at Dec. 31, 2021 | 3,745.3 | 3,681.2 | 0 | 4,500.4 | (761.8) | (0.3) | (52.6) | (11.9) | 7.4 | 64.1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 4.1 | (2.3) | (2.3) | 6.4 | ||||||||
Purchase of non-controlling interest | [6] | (116.2) | (73.8) | (73.8) | (42.4) | |||||||
Reclassification of cumulative translation adjustment related to the purchase of non-controlling interest | 0 | (3.8) | (3.8) | 3.8 | ||||||||
Equity-based compensation plans | 60.7 | 60.7 | 60.7 | |||||||||
Dividends declared | [7] | (43.6) | (43.6) | (43.6) | ||||||||
Pension adjustments, net of tax expense (benefit) | (46.2) | (46.2) | (46.2) | |||||||||
Change in cumulative translation adjustment, net of tax expense (income) | (124.6) | [3] | (115.9) | (115.9) | (8.7) | |||||||
Net investment hedge derivative, net of tax expense | 2 | [4] | 2 | 2 | ||||||||
Cash flow hedge derivative, net of tax expense | 41 | [5] | 41 | 41 | ||||||||
Payment to non-controlling interest | (14.1) | (14.1) | ||||||||||
Balance at end of period at Dec. 31, 2022 | $ 3,508.4 | $ 3,499.3 | $ 0 | $ 4,443.7 | $ (764.1) | $ (0.3) | $ (170.3) | $ (58.1) | $ 48.4 | $ 9.1 | ||
[1]Related to Series A Preferred Stock which was fully redeemed in July 2020. Prior to the redemption, on May 14, 2020 and March 4, 2020, 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 and $32.0 million was paid on June 26, 2020 and March 27, 2020, respectively.[2]Includes $0.2 million related to the conversion of pre-IPO liability classified equity-based awards into restricted stock units.[3]Tax Expense (Benefit) of $(9.9) million, $(1.6) million and $2.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively.[4]Tax Expense (Benefit) of $0.9 million for the year ended December 31, 2022.[5]Tax Expense (Benefit) of $14.6 million, $2.8 million and $0.2 million, for the years ended December 31, 2022, 2021 and 2020, respectively.[6]See Note 17 "Supplemental Financial Data" for further discussion.[7]See Note 13 "Earnings (Loss) Per Share" for further discussion. |
Consolidated Statements of St_2
Consolidated Statements of Stockholder Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||||||
Jun. 26, 2020 | May 14, 2020 | Mar. 27, 2020 | Mar. 04, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Pension adjustments, tax benefit (expense) | $ 15.7 | $ (39) | $ (32.4) | ||||
Change in cumulative translation adjustment, tax expense (benefit) | (9.9) | (1.6) | 2.9 | ||||
Investment hedge, tax expense (benefit) | 0.9 | ||||||
Derivative financial instrument, tax expense (benefit) | 14.6 | $ 2.8 | $ 0.2 | ||||
Preferred stock, dividends declared (USD per share) | $ 30.51 | $ 30.51 | |||||
Aggregate dividends paid on preferred stock | $ 32.1 | $ 32 | |||||
Conversion of pre-IPO liability classified as equity-based awards to restricted stock units | $ 0.2 |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Description of Business | Basis of Presentation and Description of Business The accompanying financial statements of Dun & Bradstreet Holdings, 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. 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, 2022 and 2021. 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. Initial Public Offering (“IPO”) and Private Placement On February 8, 2019, an investor consortium completed the acquisition of Dun & Bradstreet and it became a privately held company ("Take Private Transaction"). 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 (b) 1,067.9 Make-whole payment on redemption of Series A Preferred Stock (b) 205.2 Partial redemption of 10.250% Senior Unsecured Notes and accrued interest 312.0 Call premium on partial redemption of 10.250% Senior Unsecured Notes 30.8 Partial redemption of 6.875% Senior Secured Notes and accrued interest 282.2 Call premium on partial redemption of 6.875% 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. (b) Upon the closing of the IPO on July 6, 2020 (see above discussion), we redeemed all of the outstanding Series A Preferred Stock. In addition, we made the total make-whole payment of $205.2 million. Prior to the redemption of the preferred stocks, the make-whole provision was recorded at the fair value. As a result, 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. 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 12. Reporting Segments 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 and Ireland ("U.K."), Nordics (Sweden, Norway, Denmark and Finland) , DACH (Germany, Austria and Switzerland) and CE (Central and Eastern Europe) regions ("Europe"), Greater China, India and indirectly through our Worldwide Network alliances ("WWN alliances"). All intercompany transactions and balances have been eliminated in consolidation. Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 Charg es 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. Right of use ("ROU") asset impairment charges and lease costs related to facilities we ceased to occupy are reflected in "Restructuring charges." Certain termination costs and obligations that do not meet the lease criteria are accounted for in accordance with ASC 420-10. 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 and contract terminations 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 other lease 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 Topic 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 eight 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 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 costs 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 costs on a straight-line basis over the term. We have also elected not to separate lease and non-lease components for certain equipment leases. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for lease ROU assets and liabilities. 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 11. 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 9. 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 added to the accounts receivable allowance. Actual uncollectible account write-offs are recorded against the allowance. 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. Our headquarters building and related site improvements are depreciated over a period of 53 years and 14 years, respectively. See Note 17. Equipment, including furniture, is depreciated over a period of three t. 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 below ). Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment at least annually at December 31 and more often if an event occurs or circumstances change which indicate it is more likely than not that fair value is less than carrying amount. If a qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit or an indefinite-lived intangible asset exceeds its estimated fair value, an additional quantitative evaluation is performed. The annual impairment tests of goodwill and indefinite-lived intangible assets may be completed through qualitative assessments. We may elect to bypass the qualitative assessment and proceed directly to a quantitative impairment test for goodwill or indefinite-lived intangible assets in any period. We may resume the qualitative assessment for any reporting unit or indefinite-lived intangible asset in any subsequent period. Goodwill 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. Our reporting units are Finance & Risk and Sales & Marketing within the North America segment, and U.K., Europe, Greater China, India and our WWN alliances within the International segment. 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. In addition, we assess whether the market value of the Company compared to the book amounts are indicative of an impairment. 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 or 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. An impairment charge is recorded 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 cost in the period that the impairment is identified. For 2022, 2021 and 2020, we performed qualitative tests 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. See Note 18 for further detail on goodwill by segment. Indefinite-Lived Intangible Assets Under the qualitative approach, we perform impairment tests for indefinite-lived intangible assets based on macroeconomic and market conditions, industry considerations, overall performance and other relevant factors. If we elect to bypass the qualitative assessment for any indefinite-lived intangible asset, or if a qualitative assessment indicates it is more likely than not that the estimated carrying amount of such asset exceeds its fair value, we proceed to a quantitative approach. Under the quantitative approach, we estimate the fair value of the indefinite-lived intangible asset and compare it to its carrying value. An impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined primarily using income approach based on the expected present value of the projected cash flows of the assets. Our indefinite-lived intangible assets are primarily related to the Dun & Bradstreet trade name which was recognized in connection with the Take-Private Transaction. As a result of the impairment tests performed using quantitative approach, no impairment charges for indefinite-lived intangible assets have been recognized for the years ended December 31, 2022, 2021 and 2020. Definite-Lived Intangible Assets Other amortizable intangible assets are recognized in connection with acquisitions. They are amortized over their respective useful life, based on the timing of the benefits derived from each of the intangible assets. Definite-lived intangible assets are also assessed for impairment. Below is a summary of weighted average amortization period for intangible assets at December 31, 2022. Weighted average amortization period (years) Intangible assets: Reacquired right 15 Database 17 Customer relationships 17 Technology 10 Partnership agreements 14 Trademark 2 Impairment of Long-Lived Assets Long-lived assets, including property, plant and equipment, right of use assets, internal-use software and other intangible assets held for use, are tested for impairment when events or circumstances indicate the carrying amount of the asset group that includes these assets is not recoverable. An asset group is the lowest level for which its cash flows are independent of the cash flows of other asset groups. The carrying value of an asset group is considered unrecoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. We generally estimate the fair value of an asset group using an income approach or quoted market price, whichever is applicable. 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 and expense 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, as applicable, 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 in certain jurisdictions 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 the 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 adverse effect on our financial condition, results of operations or cash flows. 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). 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 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 expense is determined based on the grant date fair value and recognized over the award's vesting period. For restricted stock, grant date fair value is based on the closing price of our stock on the date of grant. For stock options with service condition, we estimate the grant date fair value using the Black-Scholes valuation model. For stock options with market condition, we estimate grant date fair value using a Monte Carlo 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 pre-IPO 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. Our stock-based compensation programs are described more fully in Note 12. Financial Instruments From time to time we use financial instruments 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 do not use derivative financial ins |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
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 December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740)." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We adopted this update as of January 1, 2021. This update did not have a material impact on our consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The amendments require an acquirer to recognize and measure contract assets and contract liabilities in a business combination based on the guidance of ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" rather than fair value. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. We early adopted this update during the fourth quarter of 2021. As a result of the adoption of this update, no fair value adjustments were made to the acquired deferred revenue balances for acquisitions completed in 2021. See Note 16 for further detail. In March 2020, the FASB issued ASU No. 2020-04 "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform - Scope,” which clarified the scope and application of the original guidance in ASU No. 2020-04. On December 21, 2022, the FASB issued ASU No. 2022-06 which extends the transition date to December 31, 2024. We adopted this update during the fourth quarter of 2022. This update did not have a material impact on our consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 is as follows: 2023 2024 2025 2026 2027 Thereafter Total Future revenue $ 1,301.7 $ 630.0 $ 339.7 $ 184.9 $ 109.2 $ 335.9 $ 2,901.4 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. Timing of Revenue Recognition Year Ended December 31, 2022 2021 2020 Revenue recognized at a point in time $ 925.0 $ 931.8 $ 762.7 Revenue recognized over time 1,299.6 1,233.8 976.0 Total revenue recognized $ 2,224.6 $ 2,165.6 $ 1,738.7 Contract Balances At December 31, 2022 2021 2020 Accounts receivable, net $ 271.6 $ 401.7 $ 319.3 Short-term contract assets (1) $ 6.2 $ 3.4 $ 0.7 Long-term contract assets (2) $ 5.6 $ 9.1 $ 3.8 Short-term deferred revenue $ 563.1 $ 569.4 $ 477.2 Long-term deferred revenue (3) $ 13.9 $ 13.7 $ 14.6 (1) Included within other current assets in the consolidated balance sheet (2) Included within other non-current assets in the consolidated balance sheet (3) Included within other non-current liabilities in the consolidated balance sheet The decrease in accounts receivable of $130.1 million from December 31, 2021 to December 31, 2022 was primarily due to the accounts receivable securitization facility agreement the Company entered in September 2022. See Note 7 for more detailed discussion. The decrease in deferred revenue of $6.1 million from December 31, 2021 to December 31, 2022 was primarily due to $496.4 million of revenue recognized that was included in the deferred revenue balance at December 31, 2021, largely offset by cash payments received or due in advance of satisfying our performance obligations. The increase in deferred revenue of $91.3 million from December 31, 2020 to December 31, 2021 was primarily due to cash payments received or due in advance of satisfying our performance obligations, and the acquisition of Bisnode, largely offset by approximately $428.9 million of revenue recognized that was included in the deferred revenue balance at December 31, 2020. See Note 16 for further discussion with regard to the acquisition of Bisnode. The increase in contract assets of $8.0 million from December 31, 2020 to December 31, 2021 was primarily due to new contract assets recognized, net of new amounts reclassified to receivables during 2021, largely offset by $2.1 million of contract assets included in the balance at December 31, 2020 that were reclassified to receivables when they became unconditional. See Note 18 for a schedule providing a further disaggregation of revenue. Assets Recognized for the Costs to Obtain a Contract Commission assets, net of accumulated amortization included in deferred costs in the consolidated balance sheet, was $143.7 million and $116.1 million as of December 31, 2022 and December 31, 2021, respectively. The amortization of commission assets, reported in selling and administrative expenses within the consolidated income statement, was $37.2 million, $27.1 million and $17.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring ChargesWe 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 $20.5 million for the year ended December 31, 2022. This charge consists of: • Severance costs of $14.0 million under ongoing benefit arrangements. Approximately 270 employees were impacted. Most of the employees impacted exited the Company by the end of 2022. The cash payments for these employees will be substantially completed by the end of the first quarter of 2023; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $6.5 million. We recorded a restructuring charge of $25.1 million for the year ended December 31, 2021. This charge consists of: • Severance costs of $18.9 million under ongoing benefit arrangements. Approximately 190 employees were impacted. Most of the employees impacted exited the Company by the end of 2021. The cash payments for these employees were substantially completed by the end of the first quarter of 2022; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $6.2 million. We recorded a restructuring charge of $37.3 million for the year ended December 31, 2020. 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 were 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 $27.4 million. The following table sets forth the restructuring reserves and utilization: Severance Contract termination Total Balance remaining as of December 31, 2019 $ 5.8 $ 4.5 $ 10.3 Charge taken during 2020 (1) 9.9 5.9 15.8 Payments made during 2020 (13.1) (3.3) (16.4) Balance remaining as of December 31, 2020 $ 2.6 $ 7.1 $ 9.7 Charge taken during 2021 (1) 18.9 — 18.9 Payments made during 2021 (16.8) (3.8) (20.6) Balance remaining as of December 31, 2021 $ 4.7 $ 3.3 $ 8.0 Charge taken during 2022 (1) 14.0 1.9 15.9 Payments made during 2022 (13.9) (3.0) (16.9) Balance remaining as of December 31, 2022 $ 4.8 $ 2.2 $ 7.0 (1) Balance excludes charges accounted for under Topic 842. |
Notes Payable and Indebtedness
Notes Payable and Indebtedness | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Indebtedness | Notes Payable and IndebtednessOur borrowings are summarized in the following table: At December 31, 2022 At December 31, 2021 Maturity Principal amount Debt issuance costs and discount* Carrying value Principal amount Debt issuance costs and discount* Carrying value Debt maturing within one year: 2026 Term loan (1) February 8, 2026 $ 28.1 $ — $ 28.1 $ 28.1 $ — $ 28.1 2029 Term Loan (1) January 18, 2029 4.6 — 4.6 — — — Total short-term debt $ 32.7 $ — $ 32.7 $ 28.1 $ — $ 28.1 Debt maturing after one year: 2026 Term loan (1) February 8, 2026 $ 2,651.7 $ 49.2 $ 2,602.5 $ 2,754.8 $ 64.5 $ 2,690.3 2029 Term Loan (1) January 18, 2029 451.9 6.5 445.4 — — — Revolving facility (1) (2) September 11, 2025 50.3 — 50.3 160.0 — 160.0 5.000% Senior unsecured notes (1) December 15, 2029 460.0 6.0 454.0 460.0 6.8 453.2 6.875% Senior secured notes (1) Fully paid off in January 2022 — — — 420.0 6.8 413.2 Total long-term debt $ 3,613.9 $ 61.7 $ 3,552.2 $ 3,794.8 $ 78.1 $ 3,716.7 Total debt $ 3,646.6 $ 61.7 $ 3,584.9 $ 3,822.9 $ 78.1 $ 3,744.8 * Represents the unamortized portion of debt issuance costs and discounts. (1) The 5.000% Senior Unsecured Notes, the 6.875% Senior Secured Notes and the Senior Secured Credit Facilities 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, 2022 and December 31, 2021. (2) The 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 Revolving Facility and certain outstanding letters of credit exceeds 35% of the total amount of commitments under the Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at December 31, 2022 and December 31, 2021. Senior Notes 5.000% Senior unsecured notes On December 20, 2021, we issued $460 million in aggregate principal amount of 5.000% Senior Unsecured Notes due December 15, 2029. The proceeds from the issuance of Senior Unsecured Notes and cash on hand were used to fund the full redemption of the then-existing $450 million in aggregate principal amount of our 10.250% Senior Unsecured Notes due 2027, inclusive of an early redemption premium of $29.5 million, accrued interest and other fees and expenses. As a result of the redemption, we recorded a loss on debt extinguishment of $42.0 million as the difference between the settlement payments of $479.5 million and the carrying amount of the debt of $437.5 million, including unamortized debt issuance costs of $12.5 million. The loss was recorded within “Non-operating income (expense)-net” for the year ended December 31, 2021. Initial debt issuance costs of $6.9 million related to the 5.000% Senior Unsecured Notes were recorded as a reduction of the carrying amount of the notes and will be amortized over the contractual term of the notes. 6.875% Senior secured notes On February 8, 2019, we issued $700 million in aggregate principal amount of 6.875% Senior Secured Notes due 2026. Subsequently, we have partially repaid the obligation and at December 31, 2021 the aggregate principal outstanding balance was $420 million. On January 18, 2022, we repaid the remaining obligation, including $420 million in aggregate principal amount, early redemption premium of $16.3 million, accrued interest and fees and expenses. As a result of the redemption, we recorded a loss on debt extinguishment of $23.0 million as the difference between the settlement payments of $436.3 million and the carrying amount of the debt of $413.3 million, including unamortized debt issuance costs of $6.7 million. The loss was recorded within "Non-operating income (expense)-net" for the year ended December 31, 2022. Senior Secured Credit Facilities On February 8, 2019, the Company entered into a credit agreement governing its Senior Secured Credit Facilities (the "Senior Secured Credit Facilities"). Subsequently, the credit agreement has been amended several times. Currently, the Senior Secured Credit Facilities consist of a senior secured term loan facility and a senior secured revolving credit facility. Our senior secured term loan facility includes a seven-year senior secured term loan with a maturity date of February 8, 2026 ("2026 Term Loan"), and a seven-year senior secured term loan with a maturity date of January 18, 2029 ("2029 Term Loan"). Our five-year senior secured revolving credit facility has a maturity date of September 11, 2025. On January 27, 2021, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility to reduce the applicable margin for the term loan facility by 0.50% overall, resulting in a margin spread of LIBOR plus 3.25% per annum or the applicable base rate plus 2.25% per annum and establish a 0.25% step down in the applicable margin if the Company maintains a rating of at least B+ from Standard & Poor’s Investors Ratings Services and receives at least B1 from Moody’s Investors Service. On January 18, 2022, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility, to establish Incremental Term Loans, or the 2029 Term Loan, in an aggregate principal amount of $460 million with a maturity date of January 18, 2029. Initial debt issuance costs of $7.4 million related to the 2029 Term Loan were recorded as a reduction of the carrying amount of the term loan and will be amortized over its contractual term. We used the proceeds from the 2029 Term Loans to redeem our then-outstanding 6.875% Senior Secured Note. See discussion above under "Senior Notes" within this Note 6. Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over a LIBOR or Secured Overnight Financing Rate ("SOFR") 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. Initial debt issuance costs related to the Term Loan facility were recorded as a reduction of the carrying amount of the Term Loan Facility and are being amortized over the term of the facility. Initial debt issuance costs related to the Revolving Facility were included in "Other non-current assets" on the consolidated balance sheet and amortized over the term of the Revolving Facility. Other details of the Senior Secured Credit Facilities: • For the 2029 Term Loan, beginning June 30, 2022, the principal amount is required to be 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 January 18, 2029. The 2029 Incremental Term Loan bears interest at a rate per annum equal to 325 basis points over a SOFR rate for the interest period. The interest rate associated with the outstanding balance of the 2029 Term Loan at December 31, 2022 was 7.573%. • For the 2026 Term Loan, beginning June 30, 2020, the principal amount is required to be 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. On September 15, 2022, we paid down an additional $75 million to reduce the borrowing of the 2026 Term Loan. The margin to LIBOR was 500 basis points initially. Several amendments were made subsequently to reduce the margin to LIBOR. As of December 31, 2022 and December 31, 2021, the spread was 325 basis points. The interest rates associated with the outstanding balances of the 2026 Term Loan at December 31, 2022 and December 31, 2021 were 7.639% and 3.352%, respectively. • For borrowings under the Revolving Facility, the margin to LIBOR 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 aggregate amount available under the Revolving Facility is $850 million. The available borrowings under the Revolving Facility at December 31, 2022 and December 31, 2021 were $799.7 million and $690.0 million, respectively. The interest rates associated with the outstanding balances of the Revolving Facility at December 31, 2022 and December 31, 2021 were 7.574% and 3.104%, respectively. Below table sets forth the scheduled maturities and interest payments for our total debt outstanding as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Debt principal outstanding as of December 31, 2022 $ 32.7 $ 32.7 $ 83.0 $ 2,600.1 $ 4.6 $ 893.5 $ 3,646.6 Interest associated with debt outstanding as of December 31, 2022 265.3 262.8 259.2 77.5 56.2 80.4 1,001.4 Total debt and interest $ 298.0 $ 295.5 $ 342.2 $ 2,677.6 $ 60.8 $ 973.9 $ 4,648.0 Other We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $11.8 million at December 31, 2022 and $13.5 million at December 31, 2021. We entered into interest rate swaps and cross currency interest rate swaps, with various maturity dates, in order to manage the impact of interest rate changes. As of December 31, 2022, we had interest rate swap contracts and cross-currency interest rate contracts with an aggregate notional amount of $1,250 million and $375 million, respectively. As of December 31, 2021, we had interest rate swap contracts with an aggregate notional amount of $1,000 million. See Note 14 for more detailed discussion. |
Accounts Receivable Securitizat
Accounts Receivable Securitization Facility | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable Securitization Facility [Abstract] | |
Accounts Receivable Securitization Facility | Accounts Receivable Securitization Facility In September 2022, the Company entered into a three-year revolving securitization facility agreement to transfer customer receivables of one of our U.S. subsidiaries (“Originator”) through our bankruptcy-remote subsidiary (“SPE”) to a third-party financial institution (“Purchaser”) on a recurring basis in exchange for cash equal to the gross receivables transferred. The facility had initial monthly drawing limits ranging from $160 million to $215 million, and was subsequently modified to $170 million to $215 million in December 2022. Transfers of our U.S. accounts receivable from the SPE to the Purchaser are accounted for as a sale of financial assets, and the accounts receivable are derecognized from the consolidated financial statements, as the SPE transfers effective control and risk associated with the transferred accounts receivable. Other than collection and administrative responsibilities, the Company and related subsidiaries have no continuing involvement in the transferred accounts receivable. The accounts receivable, once sold, are no longer available to satisfy creditors of the Company or the related subsidiaries in the event of bankruptcy. These sales are transacted at the face value of the relevant accounts receivable. The future outstanding balance of trade receivables that will be sold is expected to vary based on the level of activity and other factors. The receivables sold are fully guaranteed by the SPE that also pledges further accounts receivable as collateral under this agreement. The Company controls and therefore consolidates the SPE in its consolidated financial statements. The Company derecognized accounts receivable of $491.7 million and collected $491.7 million of accounts receivable sold under this agreement during the year ended December 31, 2022. Unsold accounts receivable of $123.5 million were pledged by the SPE as collateral to the Purchaser as of December 31, 2022. As of December 31, 2022, recourse liability related to the receivables sold that have not been collected was immaterial. Fees incurred for the facility, including fees for administrative responsibilities, during the year ended December 31, 2022 were $3.8 million and have been reflected within "Non-operating income (expense) – net” in the consolidated statements of operations and comprehensive income (loss). Cash activity related to the Facility is reflected in "Net cash provided by operating activities" in the consolidated statements of cash flows. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The right of use assets and lease liabilities related to operating leases included in our balance sheet are as follows: December 31, 2022 December 31, 2021 Right of use assets included in other non-current assets $ 53.1 $ 71.9 Short-term operating lease liabilities included in other accrued and current liabilities $ 17.7 $ 26.0 Long-term operating lease liabilities included in other non-current liabilities 43.9 59.4 Total operating lease liabilities $ 61.6 $ 85.4 We recognized $5.9 million and $33.6 million for both right of use assets and lease liabilities related to new operating leases for the year ended December 31, 2022 and 2021, respectively. New leases recognized in 2021 were primarily related to acquired assets in connection with acquisitions during 2021. The operating lease cost, supplemental cash flow and other information, and maturity analysis for leases is as follows: Year Ended December 31, 2022 2021 2020 Operating lease costs $ 21.4 $ 28.1 $ 26.9 Variable lease costs 5.8 5.1 3.1 Short-term lease costs 1.3 1.6 0.4 Sublease income (3.4) (2.4) (0.8) Total lease costs $ 25.1 $ 32.4 $ 29.6 We recorded an impairment charge of $2.6 million, $1.9 million and $17.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, our decision to shift our workforce model to a hybrid model working remotely in the United States and certain international markets. Cash paid for operating leases is included in operating cash flows and was $30.2 million, $36.8 million and $28.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. We entered into equipment finance lease agreements on December 21, 2022 and recognized $4.1 million for both right of use assets and lease liabilities reported within " Property, plant and equipment Other accrued and current liabilities The maturity analysis for operating lease liabilities is as follows: December 31, 2022 2023 $ 20.5 2024 15.7 2025 13.6 2026 10.4 2027 5.2 Thereafter 3.3 Undiscounted cash flows 68.7 Less imputed interest 7.1 Total operating lease liabilities $ 61.6 Other supplemental information on remaining lease term and discount rate is as follows: December 31, 2022 2021 Weighted average remaining lease term (in years) 4.1 4.3 Weighted average discount rate 5.1 % 5.0 % |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 as well as authorities outside of the U.S., 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. 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. Federal Trade Commission Consent Agreement On April 10, 2018, the Federal Trade Commission (the "FTC" or the "Commission") 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 Inc. 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. The Company completed its response to the second CID in April 2020. 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 had been given authority to engage in consent negotiations. Following consent negotiations, on September 21, 2021, D&B Inc. agreed to enter into an Agreement Containing Consent Order ("Consent Agreement"). On January 13, 2022, the FTC informed the Company that the Commission had voted to accept the Consent Agreement. On January 19, 2022, the Consent Agreement was published in the Federal Register, triggering a 30-day public comment period that ended on February 18, 2022. The Consent Agreement remains subject to final approval by the Commission following the public comment period. On April 6, 2022, the Commission finalized approval of the Consent Agreement. On May 27, 2022, the Company completed sending notices and refund checks required by the Consent Agreement. Refund-eligible customers had 30 days from the date of their notice (or, in the event of returned mail, the date of the remailed notice) to elect a refund, and the Company can void any uncashed checks after 187 days. All refunds have been issued. In accordance with ASC 450, an accrual in respect to this matter was included in the consolidated balance sheet as of December 31, 2021. Right of Publicity Class Actions DeBose v. Dun & Bradstreet Holdings, Inc., No. 2:22-cv-00209-ES-CLW (D.N.J.) On January 17, 2022, Plaintiff Rashad DeBose filed a Class Action Complaint against the Company, alleging that the Company used the purported class members’ names and personas to promote paid subscriptions to the Company’s Hoovers product website without consent, in violation of the Ohio right of publicity statute and Ohio common law prohibiting misappropriation of a name or likeness. On March 30, 2022, the Company filed a motion to dismiss the Complaint. The motion was briefed, and in November 2022 the Court requested supplemental briefing. Supplemental briefing was completed in January 2023. The Court has not yet set a date for oral argument. Discovery has commenced. In accordance with ASC 450 Contingencies, as the Company is in the very early stage of investigating the claims and is still evaluating the claims and its defenses, we therefore have no basis to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed. While this matter is in a very early stage, as it is a potential class action, in an abundance of caution, we have included it in our public filings. Batis v. Dun & Bradstreet Holdings, Inc., No. 4:22-cv-01924-AGT (N.D.Cal.) On March 25, 2022, Plaintiff Odette R. Batis filed a Class Action Complaint against the Company, alleging that the Company used the purported class members’ names and personas to promote paid subscriptions to the Company’s Hoovers product website without consent, in violation of the California right of publicity statute, California common law prohibiting misappropriation of a name or likeness and California’s Unfair Competition Law. On June 30, 2022, the Company filed a motion to dismiss the Complaint pursuant to California’s anti-SLAPP statute. On February 9, 2023, the Court issued an opinion and order denying the Company’s pending motion to dismiss the Complaint. The initial case management conference has been adjourned until March 17, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before provision for income taxes consisted of: Year Ended December 31, 2022 2021 2020 U.S. $ (266.6) $ (266.0) $ (401.1) Non-U.S 239.4 220.8 174.7 Income (loss) before provision for income taxes and equity in net income of affiliates $ (27.2) $ (45.2) $ (226.4) Year Ended December 31, 2022 2021 2020 Current tax provision: U.S. Federal $ 62.8 $ 56.9 $ (29.9) State and local 11.8 13.8 7.2 Non-U.S. 49.3 40.1 28.0 Total current tax provision $ 123.9 $ 110.8 $ 5.3 Deferred tax provision: U.S. Federal $ (94.1) $ (92.6) $ (100.7) State and local (42.8) 15.1 (16.9) Non-U.S. (15.8) (9.9) (0.1) Total deferred tax provision $ (152.7) $ (87.4) $ (117.7) Provision (benefit) for income taxes $ (28.8) $ 23.4 $ (112.4) The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes: Year Ended December 31, 2022 2021 2020 Statutory tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of U.S. Federal tax benefits (1) 123.2 (58.0) 5.7 Nondeductible charges (2) (34.0) (5.3) (1.2) Change in fair value of make-whole derivative liability (3) — — (3.0) U.S. taxes on foreign income (11.3) (9.5) (0.9) Non-U.S. taxes (5) 65.7 23.2 3.6 Valuation allowance (2.4) (2.9) (0.2) Interest (0.5) 0.5 (0.2) Tax credits and deductions (5) 32.6 30.4 6.7 Tax contingencies related to uncertain tax positions (4.4) 0.7 (0.8) GILTI tax (5) (80.9) (51.6) (8.2) CARES Act (4) — — 25.5 Other (3.0) (0.3) 1.6 Effective tax rate 106.0 % (51.8) % 49.6 % (1) Primarily related to the impact of state apportionment changes in each year. The impact for 2021 also reflects the state apportionment changes to our net U.S. deferred taxes as a result of our corporate headquarter move. (2) The impact for 2022 and 2021 reflects non-deductible compensation costs. The impact for 2020 reflects non-deductible transaction costs associated with our Initial Public Offering in July 2020. (3) 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. (4) 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. (5) Primarily due to the impact of lower consolidated pre-tax loss for the year ended December 31, 2022 compared to the year ended December 31, 2021 and 2020. Income taxes paid were $143.8 million, $81.9 million and $118.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Income taxes refunded were $4.0 million, $69.2 million and $1.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Deferred tax assets (liabilities) are comprised of the following: December 31, 2022 2021 Deferred tax assets: Operating losses $ 62.3 $ 69.3 Interest expense carryforward 153.5 121.4 Bad debts 5.1 5.3 Accrued expenses 9.5 8.8 Capital loss and credit carryforwards 15.4 15.7 Pension and postretirement benefits 33.9 30.9 Foreign exchange 9.0 — ASC 842 - Lease liability (1) 16.0 20.8 Equity Compensation 10.5 10.2 Other 9.3 11.4 Total deferred tax assets $ 324.5 $ 293.8 Valuation allowance (37.0) (39.4) Net deferred tax assets $ 287.5 $ 254.4 Deferred tax liabilities: Intangibles $ (1,230.8) $ (1,388.3) Commission Assets (35.6) (29.1) Fixed assets (12.5) (5.1) ASC 842 - ROU asset (1) (15.1) (19.1) Other (1.2) (1.5) Total deferred tax liabilities $ (1,295.2) $ (1,443.1) Net deferred tax (liabilities) assets $ (1,007.7) $ (1,188.7) (1) Prior year amounts were updated to reflect an immaterial correction of previous netting of certain deferred taxes. As a result of the enactment of the 2017 Tax Cuts and Jobs 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 $62.3 million as of December 31, 2022. Of the $62.3 million, $35.8 million have an indefinite carry-forward period with the remainder of $26.5 million expiring at various times between 2023 and 2042. Additionally, we have non-U.S. capital loss carryforwards. The associated tax effect was $11.9 million and $13.3 million as of December 31, 2022 and 2021, 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 $36.5 million and $38.8 million as of December 31, 2022 and 2021, 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 2019. In state and local jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2019. In foreign jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2016. The following is a reconciliation of the gross unrecognized tax benefits: 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 (1) (0.8) Gross unrecognized tax benefits as of December 31, 2020 $ 18.9 Additions for current year ’ s tax positions 0.5 Increase in prior years ’ tax positions 0.6 Settlements with taxing authority (0.4) Reduction due to expired statute of limitations (2) (1.0) Gross unrecognized tax benefits as of December 31, 2021 $ 18.6 Additions for current year ’ s tax positions 1.0 Increase in prior years ’ tax positions 0.4 Settlements with taxing authority (0.3) Reduction due to expired statute of limitations (3) (0.8) Gross unrecognized tax benefits as of December 31, 2022 $ 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 2016 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 2017 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 2018 tax year. The amount of gross unrecognized tax benefits of $18.9 million that, if recognized, would impact the effective tax rate is $18.2 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 years ended December 31, 2022, 2021 and 2020 was $0.8 million $0.8 million and $0.6 million, respectively. The total amount of accrued interest as of December 31, 2022 and 2021 was $1.8 million and $1.3 million, respectively. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 12 Months Ended |
Dec. 31, 2022 | |
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 January 1, 2019, we also provided various health care benefits for eligible retirees. Postretirement benefit costs and obligations are determined actuarially. Effective January 1, 2019, the pre-65 health plan was terminated and the post-65 health plan is closed to new participants. Certain of our non-U.S. based employees receive postretirement benefits through government-sponsored or administered programs. 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 Year Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Change in benefit obligation: Benefit obligation at beginning of year $ (1,832.4) $ (1,900.3) $ (1.3) $ (1.6) Service cost (3.0) (5.2) — — Interest cost (35.2) (27.4) — — Benefits paid 91.2 94.1 0.2 0.2 Acquisitions — (87.4) — — Plan amendment 0.2 0.3 — — Settlement 8.4 0.1 — — Plan participants' contributions (0.9) (0.9) — — Actuarial (loss) gain 337.3 85.3 0.1 0.1 Effect of changes in foreign currency exchange rates 34.0 9.0 — — Benefit obligation at end of year $ (1,400.4) $ (1,832.4) $ (1.0) $ (1.3) Change in plan assets: Fair value of plan assets at beginning of year $ 1,696.4 $ 1,620.4 $ — $ — Actual return on plan assets (323.8) 143.7 — — Acquisitions — 22.0 — — Employer contributions 7.0 7.5 0.2 0.2 Plan participants' contributions 0.9 0.9 — — Benefits paid (91.2) (94.1) (0.2) (0.2) Settlement (8.4) — — — Effect of changes in foreign currency exchange rates (30.7) (4.0) — — Fair value of plan assets at end of year $ 1,250.2 $ 1,696.4 $ — $ — Net funded status of plan $ (150.2) $ (136.0) $ (1.0) $ (1.3) Pension plans Postretirement benefit obligations December 31, December 31, 2022 2021 2022 2021 Amounts recorded in the consolidated balance sheets: Prepaid pension assets (1) $ 4.0 $ 36.6 $ — $ — Short-term pension and postretirement benefits (2) (1.4) (1.2) (0.2) (0.2) Long-term pension and postretirement benefits (3) (152.8) (171.4) (0.8) (1.1) Net amount recognized $ (150.2) $ (136.0) $ (1.0) $ (1.3) Accumulated benefit obligation $ 1,393.4 $ 1,819.3 N/A N/A Amount recognized in accumulated other comprehensive loss consists of: Actuarial loss (gain) $ 76.3 $ 14.5 $ (0.1) $ 0.1 Prior service cost (credit) (0.1) 0.1 (1.7) (2.2) Total amount recognized - pretax $ 76.2 $ 14.6 $ (1.8) $ (2.1) (1) Included within other non-current assets in the consolidated balance sheet. (2) Included within accrued payroll in the consolidated balance sheet. (3) Included within long-term pension and postretirement benefits in the consolidated balance sheet. 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 since the Take-Private Transaction. In addition, we provide retirement benefits to certain former executives. At December 31, 2022 and 2021, the associated obligations were $5.1 million and $6.5 million, respectively, of which $4.5 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 five four For the year ended December 31, 2022, significant changes in the pension projected benefit obligation include an actuarial gain of $337.3 million of which approximately $415 million and $10 million was attributable to the change in discount rates and mortality assumptions, respectively, partially offset by loss of approximately $50 million due to the updates to the assumed cash balance conversion interest rates for our U.S. plan and approximately $38 million primarily related to actuarial experience losses. For the year ended December 31, 2021, significant changes in the pension projected benefit obligation include an actuarial gain of $85.3 million of which approximately $95 million was attributable to the change in discount rates, partially offset by loss of approximately $6 million resulting from the updates to the assumed cash balance conversion interest rates for our U.S. plan and loss of approximately $5 million due to the change in mortality assumptions. In connection with the Bisnode acquisition, we assumed pension liability of $87.4 million and plan assets of $22.0 million. Underfunded or Unfunded Accumulated Benefit Obligations At December 31, 2022 and December 31, 2021, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation were as follows: December 31, 2022 2021 Accumulated benefit obligation $ 1,375.3 $ 1,494.7 Fair value of plan assets 1,227.5 1,328.1 Unfunded accumulated benefit obligation $ 147.8 $ 166.6 Projected benefit obligation $ 1,381.7 $ 1,500.8 The underfunded or unfunded accumulated benefit obligations at December 31, 2022 consisted of $99.0 million and $48.8 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, 2021 consisted of $105.4 million and $61.2 million related to our U.S. Qualified Plan and non-U.S. defined benefit plans, respectively. The decrease of $18.8 million for the underfunded or unfunded accumulated benefit obligations at December 31, 2022 was primarily due to higher discount rates used for the December 31, 2022 remeasurement date. 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 Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Components of net periodic cost (income): Service cost $ 3.0 $ 5.2 $ 1.8 $ — $ — $ — Interest cost 35.2 27.4 42.2 — — — Expected return on plan assets (79.2) (83.0) (88.0) — — — Amortization of prior service cost (credit) — — — (0.4) (0.4) (0.4) Amortization of actuarial loss (gain) 0.1 2.3 — — — — Net periodic cost (income) $ (40.9) $ (48.1) $ (44.0) $ (0.4) $ (0.4) $ (0.4) We also incurred settlement charges of $2.1 million and $0.6 million for the year ended December 31, 2022 and 2020, respectively. The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income (Loss): Pension plans Postretirement benefit obligations Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 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 $15.6, $(38.3) and $32.2 for the years ended December 31, 2022, 2021 and 2020, respectively. $ (61.9) $ 145.1 $ (127.3) $ 0.2 $ 0.1 $ (0.4) Prior service credit (cost) arising during the year, before tax benefit (expense) of less than $0.1, $(0.1) and $0.1 for the years ended December 31, 2022, 2021 and 2020, respectively. $ 0.2 $ 0.3 $ (0.5) $ (0.1) $ — $ (0.1) Less: Amortization of actuarial (loss) gain, before tax benefit (expense) of less than $0.1 and $0.6 for the years ended December 31, 2022 and 2021, respectively. $ (0.1) $ (2.3) $ — $ — $ — $ — Amortization of prior service (cost) credit, before tax benefit (expense) of $(0.1) and less than $(0.1) for the years ended December 31, 2022 and 2021, respectively. $ — $ — $ — $ 0.4 $ 0.4 $ 0.4 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-year period, the future value of assets will be impacted as previously deferred gains or losses are amortized. 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 Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Discount rate for determining projected benefit obligation at December 31 4.83 % 2.38 % 1.98 % 4.70 % 1.80 % 1.20 % Discount rate in effect for determining service cost 1.64 % 1.89 % 2.10 % N/A N/A N/A Discount rate in effect for determining interest cost 2.05 % 1.47 % 2.48 % 2.00 % 1.20 % 2.10 % Weighted average expected long-term return on plan assets 5.32 % 5.70 % 6.18 % N/A N/A N/A Rate of compensation increase for determining projected benefit obligation at December 31 2.89 % 2.88 % 3.00 % N/A N/A N/A Rate of compensation increase for determining net pension cost 2.81 % 3.04 % 3.00 % N/A N/A N/A Interest credit rates for cash balance (1) 4.45% / 3.94% 4.45% / 3.00% 4.45% / 3.00% N/A N/A N/A (1) For our U.S. Qualified plan, interest for benefits accrued prior to January 1, 1997 is based on 30-year Treasury yield with a guaranteed minimum rate of 3.00% for accruals prior to January 1, 1997 and 4.45% for accruals after January 1, 1997. The resulting assumed interest rate for accruals prior to January 1, 1997 is 3.94% for December 31, 2022 and 3.00% for both December 31, 2021 and 2020. The resulting assumed interest rate for accruals after January 1, 1997 is 4.45%. The expected long-term rate of return assumption was 5.50%, 6.00% and 6.50% for 2022, 2021 and 2020, respectively, 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, 2022 and 2021, together with mortality improvement projection scales MP-2021. The mortality improvement projection scale for the December 31, 2022 remeasurement was adjusted for COVID-19 factors. 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 Investment USA, Inc. 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, private 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, private 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 2 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 Collective Trust Investment Funds Aon Collective Investment Trust ("CIT") Funds are offered under the Aon CITs 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. 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 $0.1 million and $0.1 million to the Venture Capital Fund at December 31, 2022 and 2021, respectively, and $24.8 million and $17.2 million to the Aon Private Credit Opportunities Fund I, Aon Private Credit Opportunities Fund II and Aon Opportunistic Credit Fund at December 31, 2022 and 2021, respectively. The unfunded commitment increased due to the addition of the new investment, Aon Private Credit Opportunities Fund II. There were no transfers among the levels of the fair value hierarchy during the years ended December 31, 2022 and 2021. 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, 2022: Asset category Quoted prices in active markets for identical assets (Level I) Significant other observable inputs Significant unobservable inputs Total Short-term investment funds $ 9.1 $ — $ — $ 9.1 Aon Collective Investment Trust Funds: Equity funds $ 192.6 $ — $ — $ 192.6 Fixed income funds 591.0 — — 591.0 Real estate funds 3.0 — — 3.0 Total Aon Collective Investment Trust Funds $ 786.6 $ — $ — $ 786.6 Total $ 795.7 $ — $ — $ 795.7 Other Investments Measured at Net Asset Value Aon Collective Investment Trust Funds $ 123.4 Aon Alternative Investment Funds: Fixed income funds $ 99.8 Venture Capital Fund 7.0 Other Non-U.S. commingled equity and fixed income 224.3 Total other investments measured at net asset value $ 331.1 Total investments at fair value $ 1,250.2 The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2021: Asset category Quoted prices in active markets for identical assets (Level I) Significant other observable inputs Significant unobservable inputs Total Short-term investment funds $ 16.7 $ — $ — $ 16.7 Aon Collective Investment Trust Funds: Equity funds $ 390.7 $ — $ — $ 390.7 Fixed income funds 577.3 — — 577.3 Real estate funds 0.6 — — 0.6 Total Aon Collective Investment Trust Funds $ 968.6 $ — $ — $ 968.6 Total $ 985.3 $ — $ — $ 985.3 Other Investments Measured at Net Asset Value Aon Collective Investment Trust Funds $ 159.1 Aon Alternative Investment Funds: Fixed income funds $ 155.1 Venture Capital Fund 5.3 Other Non-U.S. commingled equity and fixed income 391.6 Total other investments measured at net asset value $ 552.0 Total investments at fair value $ 1,696.4 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 37% return-seeking assets (range of 25% to 45%) and 63% liability-hedging assets (range of 55% to 75%). 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, December 31, 2022 2021 2022 2021 Return-seeking assets 43 % 52 % 37 % 49 % Liability-hedging assets 57 % 48 % 63 % 51 % Total 100 % 100 % 100 % 100 % Contributions and Benefit Payments We expect to contribute $6.4 million to our non-U.S. pension plans and $0.2 million to our postretirement benefit plan in 2023. We did not make a contribution in 2022 and are not required to make a contribution to the U.S. Qualified Plan in 2023 for the 2022 plan year based on the minimum funding requirements as defined in the Pension Protection Act of 2006 as amended. Final funding requirements for 2022 will be determined based on our January 2023 funding actuarial valuation. The following table summarizes expected benefit payments from our pension plans and postretirement plans through 2032. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions: Pension plans Postretirement benefit plans 2023 $ 101.0 $ 0.2 2024 $ 103.3 $ 0.2 2025 $ 104.8 $ 0.2 2026 $ 106.4 $ 0.1 2027 $ 108.1 $ 0.1 2028 - 2032 $ 545.7 $ 0.2 401(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, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation 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 and stock options. As of December 31, 2022, a total of 21,017,586 shares of our common stock were available for future grants under the Plan. The following table sets forth our stock-based compensation and expected tax benefit related to the plans in effect during the respective year: Year Ended December 31, 2022 2021 2020 Stock-based compensation expense: Restricted stock and restricted stock units (1) $ 53.7 $ 18.7 $ 3.1 Stock options 9.9 3.0 23.0 Incentive units 2.4 11.6 19.0 Total compensation expense $ 66.0 $ 33.3 $ 45.1 Expected tax benefit: Restricted stock and restricted stock units $ 0.5 $ 3.4 $ 0.5 Stock options 6.8 0.2 5.9 Total compensation expense $ 7.3 $ 3.6 $ 6.4 (1) Higher expense for restricted stock and restricted stock units in 2022 and 2021 compared to the respective prior year was primarily due to the additions of grants and the expense recognition associated with accelerated shares. Stock Options We accounted for stock options based on grant date fair value. Service condition options were valued using the Black-Scholes valuation model. Market condition options were valued using a Monte Carlo valuation model. On August 5, 2022, we granted to certain executives 4,914,868 stock options that contained both a service condition and a market condition. The stock options have a 10-year term and will vest ratably over three years, commencing on the first anniversary of the grant date. The executives must remain continuously employed through the latter of (1) the vesting periods or (2) the time when the market condition is met. The market condition, which impacts the exercisability of the stock options, requires that D&B’s share price must exceed the grant date share price by 20% for 20 trading days in any 30-day trading window during the 10-year term of the award. As these awards contain a market condition, the fair value on the date of grant was calculated using a Monte Carlo simulation model. The following weighted average assumptions were used for options granted: Year Ended December 31, 2022 2021 2020 Expected dividend yield (1) 1.29 % N/A — % Expected stock price volatility (2) 33 % N/A 28 % Risk-free interest rate (3) 2.77 % N/A 0.23 % Expected life of options (in years) (4) 4.5 N/A 4.0 Weighted average grant date fair value $5.42 N/A $4.99 (1) For the 2022 grants, the expected dividend yield was based on our quarterly dividend divided by the three-month average stock price as of the grant date, annualized and continuously compounded. The company did not pay dividends for the years ended December 31, 2021 and 2020. (2) For 2022 grants, expected stock price volatility was calculated based 50% on D&B’s historical volatility and 50% on the leverage-adjusted volatility of our peer companies. For the 2020 grants, expected stock price volatility was derived from the historical volatility of companies in our peer group. (3) Risk free interest rate was based on the term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded. (4) For the 2022 grants, the expected term was based on the midpoint between the time of hurdle achievement and the expiration date. For the 2020 grants, the expected term was calculated using the simplified method. The following table summarize the stock options activity for the year ended December 31, 2022: Stock options Number of Weighted-average Weighted average remaining contractual term (in years) Aggregate intrinsic value (in millions) Balances, December 31, 2021 6,380,000 $22.00 5.5 $— Granted 4,914,868 $15.89 Forfeited (200,000) $22.00 Exercised — $— Balances, December 31, 2022 11,094,868 $19.29 6.8 $— Expected to vest as of December 31, 2022 5,588,205 $16.63 9.0 $— Exercisable as of December 31, 2022 5,506,663 $22.00 4.5 $— There were no stock options granted during 2021. As of December 31, 2022, total unrecognized compensation cost related to stock options was $21.8 million, which was expected to be recognized over a weighted average period of 2.5 years. No stock option were exercised for the years ended December 31, 2022, 2021 and 2020. Restricted Stock and Restricted Stock Units Restricted stock and restricted stock units are valued on the award grant date at the closing market price of our stock. The following table summarize the restricted stock and restricted stock units activity for the year ended December 31, 2022: Restricted stock and Restricted stock units Number of Weighted-average Weighted average remaining contractual term (in years) Aggregate intrinsic value Balances, December 31, 2021 2,757,839 $21.61 1.2 $56.5 Granted 5,814,164 $16.18 Forfeited (572,278) $18.63 Vested (992,042) $21.95 Balances, December 31, 2022 7,007,683 $17.28 1.2 $85.9 The weighted average grant date fair value per share of restricted stock and restricted stock units granted for the years ended December 31, 2021 and 2020 were $21.37 and $25.95, respectively. As of December 31, 2022, total unrecognized compensation cost related to non-vested restricted stock and restricted stock units were $73.3 million, which are expected to be recognized over a weighted average period of 2.1 years. The following table summarizes information relating to the vesting of restricted stock and restricted stock units: Year ended December 31, 2022 2021 2020 Fair value of shares vested $ 15.8 $ 6.8 N/A Tax benefit realized upon vesting $ 2.4 $ 0.9 N/A Incentive Units Program In connection with the IPO in July 2020, 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. In addition, we also converted the 15,867.81 vested profits interests held by certain investors into 13,093,367 shares of common stock of Dun & Bradstreet Holdings, Inc. The common units retain the original time-based vesting schedule and are subject to the same forfeiture terms. 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. During 2021 Star Parent L.P. was liquidated. As part of the liquidation, each vested common unit was exchanged for a share of common stock of the Company and distributed to the grantees and each unvested common unit was exchanged for a restricted share of common stock. These restricted shares retain the original time-based vesting schedule and are subject to the same forfeiture terms. The following table summarizes the activities for common units and restricted shares for the year ended December 31, 2022. Number of Weighted-average Weighted average remaining contractual term (in years) Aggregate intrinsic value (in millions) Outstanding, December 31, 2021 3,826,569 $2.95 0.24 $78.4 Distribution (3,812,866) $2.95 Forfeited (13,703) $2.59 Outstanding, December 31, 2022 — $0.0 0.00 $0.0 Expected to vest, December 31, 2022 — $0.0 0.00 $0.0 As of December 31, 2022, there were no longer any non-vested restricted shares outstanding. The following table summarizes information relating to the vesting of common units/restricted shares: Year Ended December 31, 2022 2021 2020 Fair value of shares vested $ 60.1 $ 96.7 $ 147.3 Tax benefit realized upon vesting $ — $ — $ — Employee Stock Purchase Plan ("ESPP") Effective December 2020, we adopted the Dun & Bradstreet Holdings, Inc. ESPP 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. We recorded the associated expense of approximately $3 million and $4 million for the years ended December 31, 2022 and 2021, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 2021 2020 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (2.3) $ (71.7) $ (180.6) Weighted average number of shares outstanding-basic 429,106,164 428,666,791 367,132,099 Weighted average number of shares outstanding-diluted 429,106,164 428,666,791 367,132,099 Earnings (loss) per share of common stock: Basic $ (0.01) $ (0.17) $ (0.49) Diluted $ (0.01) $ (0.17) $ (0.49) The weighted average number of shares outstanding used in the computation of diluted earnings per share excludes the effect of potentially issuable common shares totaling 9,618,019 shares, 1,092,148 shares and 179,870 shares for the years ended December 31, 2022, 2021 and 2020, respectively. These potentially issuable common shares were not included in the calculation of diluted earnings per share because their effect would be anti-dilutive. Below is a reconciliation of our common stock issued and outstanding: Common Shares Treasury Shares (1) Common Shares Outstanding Shares as of December 31, 2020 423,418,131 (465,903) 422,952,228 Shares issued for the year ended December 31, 2021 9,177,810 260,357 9,438,167 Shares forfeited for the year ended December 31, 2021 (524,942) (667,671) (1,192,613) Shares as of December 31, 2021 432,070,999 (873,217) 431,197,782 Shares issued for the year ended December 31, 2022 5,335,911 N/A 5,335,911 Shares forfeited for the year ended December 31, 2022 (802,463) (13,703) (816,166) Shares as of December 31, 2022 436,604,447 (886,920) 435,717,527 (1) Primarily related to the forfeiture of unvested incentive units granted prior to the IPO under the Incentive Units Program of Star Parent, L.P. Our Board of Directors declared the following dividends during the year ended December 31, 2022: Declaration Date Record Date Payment Date Dividends Per Share July 28, 2022 September 1, 2022 September 22, 2022 $ 0.05 October 27, 2022 December 1, 2022 December 15, 2022 $ 0.05 Dividends accrued for restricted shares are contingent and payable upon vesting of the underlying restricted shares. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments The Company is exposed to global market risks, including risks from changes in foreign exchange rates and changes in interest rates. Accordingly, we use derivatives to manage the aforementioned financial exposures that occur in the normal course of business. We do not use derivatives for trading or speculative purposes. By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at December 31, 2022 and 2021, 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. Collateral is generally not required for these types of instruments. See Note 2 for our financial instrument accounting policy. Our trade receivables do not represent a significant concentration of credit risk at December 31, 2022 and 2021, 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 purpose of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. The swaps are designated and accounted for as cash flow hedges. Changes in the fair value of the hedging instruments are recorded in OCI, net of tax, and reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings. On March 2, 2022, the Company entered into three-year interest rate swaps with an aggregate notional amount of $250 million, effective February 28, 2022 through February 27, 2025. For these swaps, the Company pays a fixed rate of 1.629% and receives the one-month Term SOFR rate. On March 30, 2021, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1,000 million, effective March 29, 2021 through March 27, 2024. For these swaps, the Company pays a fixed rate of 0.467% and receives the one-month LIBOR rate. The notional amount of the interest rate swap designated as a cash flow hedging instrument was $1,250 million and $1,000 million at December 31, 2022 and 2021, respectively. On February 2, 2023, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1,500 million, effective January 27, 2023 through February 8, 2026. For these swaps, the Company pays a fixed rate of 3.695% and receives the one-month LIBOR rate through June 27, 2023 and one-month Term SOFR rate after June 27, 2023 for the remainder of the term. 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. Certain derivatives are designated as accounting hedges. Foreign exchange forward contracts These contracts are denominated primarily in the British pound sterling, the Euro, the Swedish Krona, and the Norwegian Krone. Our foreign exchange forward contracts are not designated as hedging instruments under authoritative guidance and typically have maturities of 12 months or less. To decrease earnings volatility, we currently hedge 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. 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 statements of operations and comprehensive income (loss). In addition, in connection with the acquisition of Bisnode, we entered into a zero-cost foreign currency collar in October 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 total realized gain of $21.0 million upon the close of the Bisnode transaction, resulting in a loss of $2.5 million for the year ended December 31, 2021, reflected within “Non-operating income (expense) – net” in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2022 and December 31, 2021, the notional amounts of our foreign exchange contracts were $455.1 million and $448.5 million, respectively. Realized gains and losses Cross-currency interest rate swaps To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency interest rate swaps. Cross currency swaps are designated as net investment hedges of a portion of our foreign investments denominated in the non-U.S. dollar currency. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates, are partly offset by movements in the fair value of our cross-currency swap contracts. The change in the fair value of the swaps in each period is reported in OCI, net of tax. Such amounts will remain in accumulated OCI until the liquidation or substantial liquidation of our investment in the underlying foreign operations. Through the respective maturity dates of each of the swap contracts, we receive monthly fixed-rate interest payments, which are recorded as contra expense within "Interest expense" in the consolidated statements of operations and comprehensive income (loss). During 2022, we entered into various cross currency swaps as discussed below. They are all designated as net investment hedges of a portion of our foreign investments denominated in the Euro currency. On April 13, 2022, the Company entered into three tranches of cross currency interest rate swaps, each with a notional amount of $125 million (€116 million) at two three On April 28, 2022, we executed three tranches of cross currency swaps, each with a notional amount of $125 million (€119 million) at two three On July 15, 2022, we executed three tranches of cross currency swaps, each with a notional amount of $125 million (€124 million) at two three Fair Values of Derivative Instruments in the Consolidated Balance Sheets Asset derivatives Liability derivatives December 31, December 31, 2022 2021 2022 2021 Balance sheet Fair value Balance sheet Fair value Balance sheet Fair value Balance sheet Fair value Derivatives designated as hedging instruments: Cash flow hedge derivative: Interest rate swaps Other current assets $ 65.7 Other current assets $ 10.1 Other accrued & $ — Other accrued & $ — Net investment hedge derivative: Cross-currency swaps Other current assets — Other current assets — Other accrued & 17.1 Other accrued & — Total derivatives designated as hedging instruments $ 65.7 $ 10.1 $ 17.1 $ — Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current $ 3.5 Other current $ 1.9 Other accrued & $ 0.3 Other accrued & $ 0.7 Total derivatives not designated as hedging instruments $ 3.5 $ 1.9 $ 0.3 $ 0.7 Total derivatives $ 69.2 $ 12.0 $ 17.4 $ 0.7 The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Amount of pre-tax gain or (loss) recognized in OCI on derivative Year Ended December 31, Derivatives designated as hedging instruments 2022 2021 2020 Cash flow hedge derivative: Interest rate swaps $ 55.6 $ 11.1 $ 0.9 Net investment hedge derivative: Cross-currency swaps $ 2.9 $ — $ — Amount of gain or (loss) reclassified from accumulated OCI into income Year Ended December 31, Derivatives designated as hedging instruments Location of gain or (loss) reclassified from accumulated OCI into income 2022 2021 2020 Cash flow hedge derivative: Interest rate swaps Interest expense $ 13.2 $ (3.4) $ (2.8) Amount of gain or (loss) recognized in income on derivative Year Ended December 31, Derivatives designated as hedging instruments Location of gain or (loss) reclassified from accumulated OCI into income 2022 2021 2020 Cash flow hedge derivative: Interest rate swaps Interest expense $ 13.2 $ (3.4) $ (2.8) Amount of gain (loss) recognized in income on derivatives Year Ended December 31, Derivatives not designated as hedging Location of gain or (loss) recognized in 2022 2021 2020 Make-whole derivative liability Non-operating income (expenses) – net $ — $ — $ (32.8) Foreign exchange collar Non-operating income (expenses) – net $ — $ (2.5) $ 23.5 Foreign exchange forward contracts Non-operating income (expenses) – net $ (12.1) $ 1.4 $ 9.0 The net amount related to the interest rate swaps expected to be reclassified into earnings over the next 12 months is approximately $53 million. 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, 2022 for assets and liabilities measured at fair value on a recurring basis: Quoted prices in Significant other Significant Balance at December 31, 2022 Assets: Cash equivalents (1) $ 0.9 $ — $ — $ 0.9 Other current assets: Foreign exchange forwards (2) $ — $ 3.5 $ — $ 3.5 Interest rate swap arrangements (3) $ — $ 65.7 $ — $ 65.7 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.3 $ — $ 0.3 Cross-currency swap arrangements (3) $ — $ 17.1 $ — $ 17.1 The following table summarizes fair value measurements by level at December 31, 2021 for assets and liabilities measured at fair value on a recurring basis: Quoted prices in Significant other Significant Balance at December 31, 2021 Assets: Cash equivalents (1) $ 1.7 $ — $ — $ 1.7 Other current assets: Foreign exchange forwards (2) $ — $ 1.9 $ — $ 1.9 Interest rate swap arrangements (3) $ — $ 10.1 $ — $ 10.1 Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.7 $ — $ 0.7 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents interest rate swap agreements. Fair value is determined based on observable market data. There were no transfers between Levels I and II or transfers in or transfers out of Level III in the fair value hierarchy for the year ended December 31, 2022 and the year ended December 31, 2021. At December 31, 2022 and December 31, 2021, 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: December 31, 2022 2021 Carrying Fair value Carrying Fair value Long-term debt (1) $ 454.0 $ 390.9 $ 866.4 $ 924.5 Revolving facility $ 50.3 $ 49.9 $ 160.0 $ 162.7 Term loan facility (2) $ 3,080.6 $ 3,085.9 $ 2,718.4 $ 2,840.7 (1) Includes the 5.00% Senior Unsecured Notes at December 31, 2022, and the 5.000% Senior Unsecured Notes and the 6.875% Senior Secured Notes at December 31, 2021. (2) Includes short-term and long-term portions of the 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, 2022 | |
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 Net investment hedge derivative Defined benefit pension plans Cash flow hedge derivative Total Balance, January 1, 2020 $ 0.9 $ — $ (24.0) $ (1.1) $ (24.2) Other comprehensive income (loss) before reclassifications 25.3 — (96.0) (1.4) (72.1) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — (0.3) 2.1 1.8 Balance, December 31, 2020 $ 26.2 $ — $ (120.3) $ (0.4) $ (94.5) Other comprehensive income (loss) before reclassifications (78.8) — 107.0 4.9 33.1 Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — 1.4 2.9 4.3 Balance, December 31, 2021 $ (52.6) $ — $ (11.9) $ 7.4 $ (57.1) Other comprehensive income (loss) before reclassifications (119.7) 2.0 (46.3) 50.7 (113.3) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — 0.1 (9.7) (9.6) Balance, December 31, 2022 $ (172.3) $ 2.0 $ (58.1) $ 48.4 $ (180.0) The following table summarizes the reclassifications out of AOCI: Amount reclassified from accumulated other comprehensive income (loss) Year Ended December 31, Details about accumulated other comprehensive income (loss) components Affected line item in the statement where net income (loss) is presented 2022 2021 2020 Defined benefit pension plans: Amortization of prior service costs Other income (expense)- net $ 0.1 $ (0.4) $ (0.4) Amortization of actuarial gain/loss Other income (expense)- net 0.1 2.3 — Derivative financial instruments: Interest contracts Interest expense (13.2) 3.9 2.8 Total before tax (13.0) 5.8 2.4 Tax benefit (expense) 3.4 (1.5) (0.6) Total reclassifications for the period, net of tax $ (9.6) $ 4.3 $ 1.8 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2021 Acquisitions Eyeota Holdings Pte Ltd ("Eyeota") On November 5, 2021, we acquired 100% of the outstanding ownership interests in Eyeota, a global online and offline data onboarding and transformation company, for a purchase price of $172.4 million in cash, inclusive of $0.1 million of net working capital adjustment. The acquisition was funded by borrowing from our revolving facility. The acquisition was accounted for in accordance with ASC 805, as a purchase transaction, and accordingly, the assets and liabilities of the entity were recorded at their estimated fair values at the date of the acquisition. We have included the financial results of Eyeota in our consolidated financial statements since the acquisition date. Transaction costs of $3.0 million were included in selling and administrative expenses for the year ended December 31, 2021. We allocated goodwill and intangible assets to our North America segment. The table below reflects the aggregate purchase price related to the acquisition and the resulting purchase allocation: Amortization life (years) Initial purchase price allocation at December 31, 2022 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2022 Cash $ 7.1 $ — $ 7.1 Accounts receivable 9.3 — 9.3 Other 0.5 — 0.5 Total current assets 16.9 — 16.9 Intangible assets: Customer relationships 14 20.0 — 20.0 Technology 5 14.0 — 14.0 Trademark 2 1.0 — 1.0 Goodwill Indefinite 138.3 0.2 138.5 Total assets acquired $ 190.2 $ 0.2 $ 190.4 Deferred tax liability 5.9 — 5.9 Other liabilities 12.0 0.1 12.1 Total liabilities assumed 17.9 0.1 18.0 Total purchase price $ 172.3 $ 0.1 $ 172.4 The fair value of the customer relationships intangible asset 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 technology intangible asset represents Eyeota's data supply and service platform to deliver customer services and solutions. We applied the income approach to value technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets. The intangible assets, with useful lives from two years to 14 years, are being amortized over a weighted-average useful life of 10.1 years. 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 value of the goodwill is primarily related to the expected growth opportunity in the target marketing business from the combined business. We do not expect goodwill to be deductible for tax purposes. 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 November 5, 2021, we have adjusted fair value for certain liabilities based on updated information. The measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net increase of goodwill of $0.2 million during 2022. We have completed the purchase accounting process in the quarter ended December 31, 2022. NetWise Data, LLC ("NetWise") On November 15, 2021, we acquired 100% of the outstanding ownership interests in NetWise, a provider of business to business and business to consumer identity graph and audience targeting data, for a purchase price of $69.8 million of which $62.9 million was paid upon the close of the transaction and the remaining $6.9 million will be paid no later than 19 months after the transaction closing date, subject to net working capital adjustment. The transaction was funded by cash on hand. During the year ended December 31, 2022, we made a net working capital adjustment of $0.4 million. The acquisition was accounted for in accordance with ASC 805, as a purchase transaction, and accordingly, the assets and liabilities of the entity were recorded at their estimated fair values at the date of the acquisition. We have included the financial results of NetWise in our consolidated financial statements since the acquisition date. Transaction costs of $0.4 million were included in selling and administrative expenses for the year ended December 31, 2021. We allocated goodwill and intangible assets to our North America segment. The table below reflects the aggregate purchase price related to the acquisition and the resulting purchase allocation: Amortization life (years) Initial purchase price allocation at December 31, 2021 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2022 Cash $ 2.6 $ — $ 2.6 Accounts receivable 2.6 — 2.6 Other 0.4 — 0.4 Total current assets 5.6 — 5.6 Intangible assets: Customer relationships 15 19.8 — 19.8 Technology 5 1.3 — 1.3 Trademark 2 0.2 — 0.2 Database 3 2.2 — 2.2 Goodwill Indefinite 41.9 3.6 45.5 Total assets acquired $ 71.0 $ 3.6 $ 74.6 Total liabilities assumed 1.2 3.2 4.4 Total purchase price $ 69.8 $ 0.4 $ 70.2 The fair value of the customer relationships intangible asset 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 database intangible asset represents business and consumer data collected and managed by NetWise. The technology intangible asset represents NetWise's data supply and service platform to deliver customer services and solutions. We applied the income approach to value database and technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets. The intangible assets, with useful lives from two years to 15 years, are being amortized over a weighted-average useful life of 13.2 years. 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 value of goodwill is primarily related to the expected growth opportunity to expand our products and service offerings in our marketing business. The goodwill recognized is deductible for tax purposes. 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 November 15, 2021, we have adjusted fair value for certain liabilities based on updated information. The measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net increase of goodwill of $3.6 million since the acquisition date. We have completed the purchase accounting process in the quarter ended December 31, 2022. Bisnode Business Information Group AB ("Bisnode") On January 8, 2021, we acquired 100% ownership of 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. The transaction was partially funded by the proceeds from the $300 million borrowing from the Incremental Term Loan. The acquisition was accounted for in accordance with ASC 805 "Business Combinations," as a purchase transaction, and accordingly, the assets and liabilities of the entity were recorded at their estimated fair values at the date of the acquisition. We have included the financial results of Bisnode in our consolidated financial statements since the acquisition date. We had finalized purchase accounting as of December 31, 2021. The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Weighted average amortization period (years) Initial purchase price allocation at March 31, 2021 Measurement period adjustment Final purchase price allocation at December 31, 2021 Cash $ 29.9 $ — $ 29.9 Accounts receivable 61.0 — 61.0 Other current assets 13.1 — 13.1 Total current assets 104.0 — 104.0 Property, plant & equipment 3.5 — 3.5 Intangible assets: Reacquired right 15 271.0 (1.0) 270.0 Database 12 116.0 (5.0) 111.0 Customer relationships 10 106.0 2.0 108.0 Technology 14 65.0 (1.0) 64.0 Goodwill Indefinite 488.4 7.0 495.4 Right of use asset 26.7 0.7 27.4 Other 5.2 (2.3) 2.9 Total assets acquired $ 1,185.8 $ 0.4 $ 1,186.2 Accounts payable $ 17.5 $ — $ 17.5 Deferred revenue (1) 80.6 — 80.6 Accrued payroll 20.7 — 20.7 Accrued income tax and other tax liabilities 17.1 — 17.1 Short-term lease liability 8.4 0.2 8.6 Other current liabilities 23.7 — 23.7 Total current liabilities 168.0 0.2 168.2 Long-term pension and postretirement obligations 65.4 — 65.4 Deferred tax liability 127.6 0.2 127.8 Long-term lease liability 18.2 — 18.2 Other liabilities 0.8 — 0.8 Total liabilities assumed $ 380.0 $ 0.4 $ 380.4 Total consideration $ 805.8 $ — $ 805.8 (1) In the fourth quarter of 2021, we early adopted ASU No. 2021-08, "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," retrospectively to all business combinations during 2021. As a result, acquired deferred revenue balances were measured based on the guidance of ASC 606. The fair value of the reacquired right intangible asset primarily related to rights that were previously granted to Bisnode under the WWN agreement, including rights to sell certain products under the D&B brand name and the right to access D&B database and technology platform. The fair value of reacquired right intangible asset was determined by applying the income approach; specifically, utilizing a multi-period excess earnings method. In addition, as a result of the Bisnode acquisition, we reclassified the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship of $64.7 million to reacquired right, which is amortized over 15 years, together with the above-mentioned newly recognized reacquired right. The fair value of the customer relationships intangible asset 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 database intangible asset represents business and consumer data collected and managed by Bisnode. The technology intangible asset represents Bisnode's data supply and service platform to deliver customer services and solutions. We applied the income approach to value database and technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets. 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, 2021, we have adjusted fair value for certain intangible assets based on updated information. An asset and liability was recognized for favorable and unfavorable lease terms, respectively, during the measurement period. In addition, we recorded adjustments to the deferred tax liability reflecting the changes of intangible asset fair value. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net increase of goodwill of $7.0 million during 2021. We have completed the purchase accounting process as of December 31, 2021. The value of the goodwill is primarily related to the expected cost synergies and growth opportunity from the combined business. We do not expect goodwill to be deductible for tax purposes. The intangible assets, with useful lives from 6 to 15 years, are being amortized over a weighted-average useful life of 13.6 years. The customer relationship, technology and database intangible assets are primarily amortized using an accelerating method. Reacquired right is amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets. See Note 17 for the future amortization as of December 31, 2022 associated with intangible assets recognized as a result of acquisitions. Unaudited Pro Forma Financial Information The following pro forma statements of operations data presents the combined results of the Company and the acquired businesses during 2021, assuming that all acquisitions had occurred on January 1, 2020. Year Ended December 31, 2021 2020 Reported revenue $ 2,165.6 $ 1,738.7 Pro forma adjustments: Pre-acquisition revenue: Bisnode 4.6 400.0 Eyeota 31.5 31.5 NetWise 8.4 6.8 Adjustments to Bisnode's pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc. — (21.0) Adjustments to Dun & Bradstreet's revenue related to revenue received from Bisnode — (43.0) Total pro forma revenue $ 2,210.1 $ 2,113.0 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (71.7) $ (180.6) Pro forma adjustments - net of tax effect: Pre-acquisition net income: Bisnode 0.8 57.2 Eyeota (0.3) (0.3) NetWise (1.2) 1.2 Intangible amortization - net of tax benefits (1.1) (56.8) Write off related to pre-existing relationship - net of tax benefits 2.3 (2.3) Transaction costs - net of tax benefits 3.0 3.5 Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (68.2) $ (178.1) 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, 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. 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 for the year ended December 31, 2020. We allocated goodwill and intangible assets to our North America segment and 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) Initial 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 was partially deductible for tax purposes. |
Supplemental Financial Data
Supplemental Financial Data | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Data | Supplemental Financial Data Other Non-Current Assets: Year Ended December 31, 2022 2021 Right of use assets (1) $ 53.1 $ 71.9 Prepaid pension assets (2) 4.0 36.6 Investments 24.9 27.2 Other non-current assets 46.2 36.9 Total $ 128.2 $ 172.6 (1) See Note 8 for further detail. (2) Change from prior year reflected lower over-funded status for certain pension plans primarily due to lower plan asset value at December 31, 2022. Other Accrued and Current Liabilities: Year Ended December 31, 2022 2021 Accrued operating costs $ 122.1 $ 113.5 Accrued interest expense 4.3 12.6 Short-term lease liability (1) 17.7 26.0 Accrued income tax 13.2 16.4 Accrued liability related to the purchase of non-controlling interest (2) 93.7 — Other accrued liabilities (3) 65.8 29.8 Total $ 316.8 $ 198.3 (1) See Note 8 for further detail. (2) See further details below within this Note 17. (3) Higher accrual was primarily due to higher swap liability (see Note 14 for further detail) and higher retention payments. Other Non-Current Liabilities: Year Ended December 31, 2022 2021 Deferred revenue - long term $ 13.9 $ 13.7 U.S. tax liability associated with the 2017 Act 39.3 44.6 Long-term lease liability (1) 43.9 59.4 Liabilities for unrecognized tax benefits 20.0 19.2 Other 9.7 7.8 Total $ 126.8 $ 144.7 (1) See Note 8 for further detail. Property, Plant and Equipment - Net: December 31, 2022 2021 Land $ 7.7 $ 7.7 Building and building improvement $ 63.3 $ 61.8 Less: accumulated depreciation 2.4 0.7 Net building and building improvement $ 60.9 $ 61.1 Furniture and equipment $ 48.1 $ 38.2 Less: accumulated depreciation 27.0 19.5 Net furniture and equipment $ 21.1 $ 18.7 Leasehold improvements $ 16.2 $ 16.6 Less: accumulated depreciation 9.0 7.3 Net leasehold improvements $ 7.2 $ 9.3 Property, plant and equipment - net $ 96.9 $ 96.8 Property, plant and equipment depreciation and amortization expense was $13.1 million, $11.9 million and $9.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. We also recorded impairment charges of $0.4 million, $0.2 million and $4.4 million included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the years ended December 31, 2022, 2021 and 2020, respectively, primarily related to leasehold improvements for offices we ceased to occupy. On June 30, 2021, we completed the purchase of an office building in Jacksonville, Florida for our new global headquarters, with a purchase price of $76.6 million, paid with cash on hand, inclusive of transaction costs of $0.1 million. The transaction was accounted for as an asset acquisition. Total costs of the acquisition were allocated to tangible assets (e.g., land and building) and in-place lease intangible asset based on their relative fair values. The fair values of the land and building are measured as if the building was vacant. The approaches used to value the building components include the cost, sales comparison, and income capitalization approaches. The table below summarizes the allocation of the total purchase price. Weighted average amortization period (years) Purchase price allocation Land Indefinite $ 7.7 Building 53 57.3 Site improvements 14 2.0 Tenant improvements 9 2.5 In place lease intangibles (1) 9 7.1 Total $ 76.6 (1) Related to the acquired lease arrangement associated with the purchase of our headquarters office building in Jacksonville, Florida, reflecting value associated with avoiding the costs of originating an acquired lease. Computer Software and Goodwill: Computer software Goodwill December 31, 2020 $ 437.0 $ 2,857.9 Acquisition (3) 79.3 675.6 Additions at cost (1) (6) 173.9 — Amortization (113.3) — Impairment / Write-off (4.3) — Other (2) (15.2) (40.2) December 31, 2021 $ 557.4 $ 3,493.3 Acquisition (3) — 1.3 Additions at cost (1) (6) 220.1 — Amortization (124.4) — Impairment / Write-off (1.3) — Other (2) (20.0) (63.3) December 31, 2022 $ 631.8 $ 3,431.3 Other Intangibles: Customer relationships Reacquired rights Database Other indefinite-lived intangibles (8) Other intangibles Total December 31, 2020 (4) $ 1,912.9 $ — $ 1,369.4 $ 1,275.8 $ 256.7 $ 4,814.8 Acquisitions (3) 147.8 270.0 113.2 — 1.4 532.4 Additions at cost (5) — — — 4.2 7.6 11.8 Amortization (259.0) (26.6) (188.6) — (16.5) (490.7) WWN Relationship transfer (7) — 64.7 — — (64.7) — Other (2) (8.4) (23.4) (8.9) — (3.1) (43.8) December 31, 2021 (4) $ 1,793.3 $ 284.7 $ 1,285.1 $ 1,280.0 $ 181.4 $ 4,824.5 Additions at cost (1) — — — — 0.7 0.7 Amortization (240.3) (18.7) (173.8) — (16.9) (449.7) Other (2) (16.3) (20.5) (11.3) — (7.3) (55.4) December 31, 2022 (4) $ 1,536.7 $ 245.5 $ 1,100.0 $ 1,280.0 $ 157.9 $ 4,320.1 (1) Primarily related to software-related enhancements on products. (2) Primarily due to the impact of foreign currency fluctuations. (3) Related to the acquisitions of Bisnode, Eyeota and NetWise for the year ended December 31, 2021. Amount for the year ended December 31, 2022 was related to the measurement period adjustments for Eyeota and NetWise. (4) Customer Relationships—Net of accumulated amortization of $988.9 million and $755.1 million as of December 31, 2022 and as of December 31, 2021, respectively. Reacquired Rights—Net of accumulated amortization of $42.6 million and $25.6 million as of December 31, 2022 and as of December 31, 2021, respectively. Database—Net of accumulated amortization of $711.4 million and $540.4 million as of December 31, 2022 and as of December 31, 2021, respectively. Other Intangibles —Net of accumulated amortization of $59.1 million and $44.2 million as of December 31, 2022 and as of December 31, 2021, respectively. (5) Primarily related to the in-place lease intangibles of $7.1 million recognized associated with the building purchase for our new global headquarters office and an acquired indefinite-lived intangible asset of $4.2 million. (6) Including $15.0 million non-cash investment of which $10.3 million and $4.7 million were reflected in "Other accrued and current liabilities" and "Other non-current liabilities", respectively, as of December 31, 2022. Including $7.9 million non-cash investment of which $0.9 million, $2.5 million and $4.5 million were reflected in "Other accrued and current liabilities", "Other non-current liabilities" and "Deferred income tax", respectively, as of December 31, 2021. (7) Reclassification of the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship to reacquired rights as a result of the Bisnode acquisition. (8) Primarily related to the D&B trademark recognized in the Take-Private Transaction The table below sets forth the future amortization as of December 31, 2022 associated with computer software and other intangibles: 2023 2024 2025 2026 2027 Thereafter Total Computer software 146.6 140.2 128.2 87.8 61.1 67.9 631.8 Customer relationships 223.2 205.2 187.4 169.6 151.8 599.5 1,536.7 Reacquired rights 18.8 18.8 18.8 18.8 18.8 151.5 245.5 Database 161.3 147.9 134.0 120.7 107.5 428.6 1,100.0 Other intangibles 16.6 16.1 16.1 16.0 15.8 77.3 157.9 Total $ 566.5 $ 528.2 $ 484.5 $ 412.9 $ 355.0 $ 1,324.8 $ 3,671.9 Allowance for Credit Risks: December 31, 2019 $ 7.6 Additions charged to costs and expenses 8.1 Write-offs (5.8) Recoveries 1.8 Other (0.3) December 31, 2020 $ 11.4 Additions charged to costs and expenses 12.3 Write-offs (8.3) Recoveries 1.4 Other (0.3) December 31, 2021 $ 16.5 Additions charged to costs and expenses 5.4 Write-offs (9.3) Recoveries 2.2 Other (0.5) December 31, 2022 $ 14.3 Deferred Tax Asset Valuation Allowance: January 1, 2020 $ 33.8 Additions charged (credited) to costs and expenses 0.5 Additions charged (credited) due to foreign currency fluctuations 2.3 Additions charged (credited) to other accounts — December 31, 2020 $ 36.6 Additions charged (credited) to costs and expenses 4.2 Additions charged (credited) due to foreign currency fluctuations (1.6) Additions charged (credited) to other accounts 0.2 December 31, 2021 $ 39.4 Additions charged (credited) to costs and expenses 0.6 Additions charged (credited) due to foreign currency fluctuations (3.0) Additions charged (credited) to other accounts — December 31, 2022 $ 37.0 Non-Controlling Equity Interest: On November 1, 2022, we purchased the non-controlling equity interest (“NCI”) of our China operations from a third-party entity for RMB 815.4 million, of which RMB 169.1 million, or $23.2 million was paid in November 2022. The remaining balance is expected to be paid within one year and is reported within “Other accrued and current liabilities” as of December 31, 2022. A portion of the liability will be settled with U.S. dollar and was revalued at the exchange rate as of December 31, 2022. We recognized a foreign exchange loss of $4.3 million for the year ended December 31, 2022. As of December 31, 2022, the remaining liability was $93.7 million. The transaction was accounted for as an equity transaction among shareholders, and accordingly, no gain or loss was recognized in consolidated net income or comprehensive income. The carrying amount of the non-controlling interest was written off and the difference between the purchase price and the non-controlling interest of $73.8 million was recognized in additional paid in capital. As a result of the transaction, a cumulative translation adjustment of $3.8 million previously allocated to the NCI was reclassified to the parent entity, or D&B Holdings, Inc. Other Income (Expense) — Net: Other income (expense) - net was as follows: Year Ended December 31, 2022 2021 2020 Non-operating pension income (expense) (1) $ 42.2 $ 53.7 $ 46.2 Change in fair value of make-whole derivative liability (2) — — (32.8) Debt redemption premium (3) (16.3) (29.5) (50.1) Miscellaneous other income (expense) – net (4) (12.0) (9.3) 25.1 Other income (expense) – net $ 13.9 $ 14.9 $ (11.6) (1) Changes in year-over-year non-operating pension income was primarily attributable to changes in interest cost, driven by the fluctuation in discount rates. (2) Related to the make-whole provision associated with the Series A Preferred Stock. See Note 1 for further detail. (3) For the year ended December 31, 2022, debt redemption premium was related to the repayment of then-existing 6.875% Senior Secured Notes. For the year ended December 31, 2021, debt redemption premium was related to the repayment of then-existing 10.250% Senior Unsecured Notes. For the year ended December 31, 2020, $30.8 million was related to the partial repayment of then-existing 10.250% Senior Unsecured Notes and $19.3 million was related to the repayment of then-existing 6.875% Senior Secured Notes. (4) The change in Miscellaneous Other Income - net for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily driven by fees incurred for the Accounts Receivable Securitization Facility, including fees for administrative responsibilities. See |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information 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., Europe, Greater China and India and indirectly through our WWN alliances. On January 8, 2021, we acquired 100% ownership of Bisnode and in November 2021, we acquired 100% ownership of Eyeota and NetWise (together "Eyeota/NetWise"). See Note 16 for further discussion. Financial results of Bisnode and Eyeota/NetWise have been included in our International segment and North America segment, respectively, since the respective acquisition dates. We use EBITDA as the primary profitability measure for making decisions regarding ongoing operations. We define adjusted EBITDA as net income (loss) attributable to Dun & Bradstreet Holdings, Inc. excluding the following items: (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax benefit or provision; (iv) other non-operating expenses or income; (v) equity in net income of affiliates; (vi) net income attributable to non-controlling interests; (vii) equity-based compensation; (viii) restructuring charges; (ix) merger and acquisition-related operating costs; (x) transition costs primarily consisting of non-recurring expenses associated with transformational and integration activities, as well as incentive expenses associated with our synergy program; and (xi) other adjustments primarily related to non-cash charges and gains, including impairment charges and adjustments as the result of the application of purchase accounting mainly related to the deferred commission cost amortization associated with the Take-Private Transaction and revenue adjustment associated with the Bisnode acquisition. In addition, other adjustments also include non-recurring charges such as legal expense associated with significant legal and regulatory matters. 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. Year Ended December 31, 2022 2021 2020 Revenue: North America $ 1,587.1 $ 1,499.4 $ 1,460.0 International 637.5 671.0 299.8 Corporate and other (1) — (4.8) (21.1) Consolidated total $ 2,224.6 $ 2,165.6 $ 1,738.7 (1) Corporate and other includes revenue adjustment of $4.8 million recorded in accordance with GAAP to the International segment due to the timing of the completion of the Bisnode acquisition for the year ended December 31, 2021, deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and acquisitions of $21.1 million for the year ended December 31, 2020. Year Ended December 31, 2022 2021 2020 Adjusted EBITDA: North America $ 718.0 $ 715.3 $ 696.2 International 202.2 194.1 91.0 Corporate and other (1) (56.7) (62.3) (75.8) Consolidated total $ 863.5 $ 847.1 $ 711.4 Depreciation and amortization (587.2) (615.9) (537.8) Interest expense - net (191.0) (205.7) (270.4) Dividends allocated to preferred stockholders — — (64.1) Benefit (provision) for income taxes 28.8 (23.4) 112.4 Other income (expense) - net 13.9 14.9 (11.6) Equity in net income of affiliates 2.5 2.7 2.4 Net income (loss) attributable to non-controlling interest (6.4) (5.8) (4.9) Equity-based compensation (66.0) (33.3) (45.1) Restructuring charges (20.5) (25.1) (37.3) Merger and acquisition-related operating costs (23.4) (14.1) (14.1) Transition costs (24.4) (11.6) (31.9) Other adjustments (2) 7.9 (1.5) 10.4 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (2.3) $ (71.7) $ (180.6) (1) Corporate and other includes revenue adjustment of $4.8 million recorded in accordance with GAAP to the International segment due to the timing of the completion of the Bisnode acquisition for the year ended December 31, 2021, deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and acquisitions of $21.1 million for the year ended December 31, 2020. (2) Adjustments for 2022, 2021 and 2020 were primarily related to non-cash purchase accounting adjustments for deferred commission costs associated with the Take-Private Transaction and non-recurring legal reserve adjustments related to the FTC matter in 2022 and 2021 and an environmental matter in 2020. Year Ended December 31, 2022 2021 2020 Depreciation and amortization: North America $ 71.4 $ 60.2 $ 46.3 International 15.0 12.1 8.3 Total segments 86.4 72.3 54.6 Corporate and other (1) 500.8 543.6 483.2 Consolidated total $ 587.2 $ 615.9 $ 537.8 Capital expenditures: North America (2) $ 8.5 $ 81.1 $ 1.9 International 4.0 5.1 5.8 Total segments 12.5 86.2 7.7 Corporate and other 0.1 0.1 0.1 Consolidated total $ 12.6 $ 86.3 $ 7.8 Additions to computer software and other intangibles: North America (3) $ 161.8 $ 144.0 $ 107.4 International 30.5 25.8 6.4 Total segments 192.3 169.8 113.8 Corporate and other 13.0 0.9 1.4 Consolidated total $ 205.3 $ 170.7 $ 115.2 (1) Depreciation and amortization for Corporate and other includes incremental amortization resulting from the Take-Private Transaction and recent acquisitions. (2) Higher capital expenditures for North America for the year ended December 31, 2021 was primarily due to the $76.6 million purchase of an office building for our new global headquarters in June 2021. See Note 17 for further discussion. (3) In-place lease intangibles of $7.1 million for the year ended December 31, 2021 related to the building purchase for our new global headquarters office are included in capital expenditures. See Note (2) above. Supplemental Geographic and Customer Solution Set Information: December 31, 2022 2021 Assets: North America $ 7,919.4 $ 8,232.2 International 1,552.5 1,765.0 Consolidated total $ 9,471.9 $ 9,997.2 Goodwill: North America $ 2,929.6 $ 2,928.4 International 501.7 564.9 Consolidated total $ 3,431.3 $ 3,493.3 Other intangibles: North America $ 3,805.7 $ 4,186.2 International 514.4 638.3 Consolidated total $ 4,320.1 $ 4,824.5 Other long-lived assets (excluding deferred income tax): North America $ 809.1 $ 713.4 International 191.5 229.5 Consolidated total $ 1,000.6 $ 942.9 Total long-lived assets $ 8,752.0 $ 9,260.7 Year Ended December 31, Customer Solution Set Revenue: 2022 2021 2020 North America (1) : Finance & Risk $ 866.9 $ 834.7 $ 811.2 Sales & Marketing 720.2 664.7 648.8 Total North America $ 1,587.1 $ 1,499.4 $ 1,460.0 International: Finance & Risk $ 419.1 $ 430.3 $ 244.0 Sales & Marketing 218.4 240.7 55.8 Total International $ 637.5 $ 671.0 $ 299.8 Corporate and other: Finance & Risk $ — $ (2.2) $ (10.8) Sales & Marketing — (2.6) (10.3) Total Corporate and other $ — $ (4.8) $ (21.1) Total Revenue: Finance & Risk $ 1,286.0 $ 1,262.8 $ 1,044.4 Sales & Marketing 938.6 902.8 694.3 Total Revenue $ 2,224.6 $ 2,165.6 $ 1,738.7 (1) Substantially all of the North America revenue is attributable to the United States. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The following describes certain transactions and agreements in which the Company and our affiliates, executive officers and certain directors are involved. After the completion of the Take-Private Transaction on February 8, 2019, our parent entity 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 1 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 agreement to vote in favor of the election of five members of our board of directors. Our Chief Executive Officer Anthony Jabbour also served as the Chairman and Chief Executive Officer of Black Knight until May 16, 2022, at which time he transitioned to the role of Executive Chairman of the board of Black Knight. Mr. Jabbour is also a member of the board of directors of Paysafe Limited ("Paysafe"). Additionally, William P. Foley II, our Chairman of the board, also serves as Chairman of Cannae Holdings and formerly served as Chairman of 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. In June 2021, we entered into a five-year agreement with Black Knight. Pursuant to the agreement, D&B will receive total data license fees of approximately $24 million over a five-year period. Also over the five-year period, Black Knight is engaged to provide certain products and data, as well as professional services for an aggregate fee of approximately $34 million. In addition, D&B and Black Knight will jointly market certain solutions and data. The agreement was approved by our Audit Committee. We incurred operating expenses of $2.0 million and $1.9 million for the years ended December 31, 2022 and 2021, respectively. We recognized $4.6 million and $4.5 million of revenue for the years ended December 31, 2022 and 2021, respectively. We included payments to Black Knight of $2.7 million and $2.6 million within "Other prepaid" at December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, we included a receivable from Black Knight of $0.8 million within "Accounts receivable" and a liability to Black Knight of $2.6 million, of which $0.9 million was within "Other accrued and current liabilities" and $1.7 million was within "Other non-current liabilities." As of December 31, 2021, we included a receivable from Black Knight of $0.2 million within "Accounts receivable" and a liability to Black Knight of $3.4 million, of which $0.9 million was within "Other accrued and current liabilities" and $2.5 million was within "Other non-current liabilities." On December 13, 2022, Paysafe signed a 63 month lease agreement with D&B for the occupancy of the fourth floor of our headquarters building in Jacksonville, Florida. Total rental payments over the lease term will aggregate to $4.2 million. In September 2021, we entered into a 10-year agreement with Paysafe. Pursuant to the agreement, D&B provides data license and risk management solution services to Paysafe. The agreement is cancellable by either party without penalty at each annual anniversary of the contract effective date by providing written notice not less than 90 days prior to the anniversary date. The agreement was approved by our Audit Committee. In connection with the agreements associated with Paysafe, we recognized revenue of $10.4 million and $4.5 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, we included a receivable from Paysafe of $3.6 million and $4.1 million, respectively, within "Accounts receivable." We recorded a liability to Paysafe of $0.1 million at December 31, 2022 within "Other non-current liabilities" and a liability to Paysafe of $1.2 million at December 31, 2021 within "Other accrued and current liabilities." 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 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. In connection with and 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 of $22.00 per share for proceeds of $200.0 million, $100.0 million and $100.0 million, respectively. On January 1, 2020, the Company entered into a three-year service agreement with Trasimene Capital Management, LLC (the “Advisor”), an entity affiliated with Cannae Holdings, and controlled by Mr. Foley. The agreement is subject to renewal. Pursuant to the agreement, the Advisor provides the Company strategic advisory services, in exchange for transaction fees that are calculated based on 1% of the value of each transaction for which the Advisor performs services. Under the service agreement, the Company is also obligated to reimburse the reasonable and documented out-of-pocket expenses incurred by the Advisor. We did not incur costs associated with this agreement in both 2022 and 2021. We incurred costs of $0.4 million for transaction fees to the Advisor for the year ended December 31, 2020. In the normal course of business, we reimburse affiliates for certain travel costs incurred by Dun & Bradstreet Holdings, Inc. executives and board members. |
Contractual Obligations
Contractual Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations | Contractual Obligations Technology, Data and Other Service Agreements We have various contractual commitments in the normal course of business primarily related to information technology and data processing service, technology support for product application development and global system maintenance. The purchase obligation as of December 31, 2022 is approximately $1,599 million. Worldwide Network Alliance Agreements We have entered into commercial service agreements with our third-party Worldwide Network Alliances with various terms ranging from five The following table quantifies our future contractual obligations as discussed above as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Commitments to purchase obligations $ 356.7 $ 276.1 $ 251.3 $ 253.9 $ 216.9 $ 736.2 $ 2,091.1 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventOn February 9, 2023, our Board of Directors declared a quarterly cash dividend of $0.05 per share of common stock. The dividend will be payable on March 16, 2023, to shareholders of record as of March 2, 2023. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Description of BusinessThe accompanying financial statements of Dun & Bradstreet Holdings, 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. |
Use of Estimates | 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. |
Reporting Segments | Reporting Segments 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 and Ireland ("U.K."), Nordics (Sweden, Norway, Denmark and Finland) , DACH (Germany, Austria and Switzerland) and CE (Central and Eastern Europe) regions ("Europe"), Greater China, India and indirectly through our Worldwide Network alliances ("WWN alliances"). All intercompany transactions and balances have been eliminated in consolidation. Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation . |
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 Charg es 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. Right of use ("ROU") asset impairment charges and lease costs related to facilities we ceased to occupy are reflected in "Restructuring charges." Certain termination costs and obligations that do not meet the lease criteria are accounted for in accordance with ASC 420-10. 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 and contract terminations 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 other lease 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 | Leases In accordance with Topic 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 eight 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 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 costs as incurred. |
Employee Benefit Plans | Employee Benefit Plans |
Legal Contingencies | Legal Contingencies |
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 Allowances | 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 three |
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 below ). |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment at least annually at December 31 and more often if an event occurs or circumstances change which indicate it is more likely than not that fair value is less than carrying amount. If a qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit or an indefinite-lived intangible asset exceeds its estimated fair value, an additional quantitative evaluation is performed. The annual impairment tests of goodwill and indefinite-lived intangible assets may be completed through qualitative assessments. We may elect to bypass the qualitative assessment and proceed directly to a quantitative impairment test for goodwill or indefinite-lived intangible assets in any period. We may resume the qualitative assessment for any reporting unit or indefinite-lived intangible asset in any subsequent period. Goodwill 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. Our reporting units are Finance & Risk and Sales & Marketing within the North America segment, and U.K., Europe, Greater China, India and our WWN alliances within the International segment. 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. In addition, we assess whether the market value of the Company compared to the book amounts are indicative of an impairment. 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 or 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. An impairment charge is recorded 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 cost in the period that the impairment is identified. For 2022, 2021 and 2020, we performed qualitative tests 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. See Note 18 for further detail on goodwill by segment. Indefinite-Lived Intangible Assets Under the qualitative approach, we perform impairment tests for indefinite-lived intangible assets based on macroeconomic and market conditions, industry considerations, overall performance and other relevant factors. If we elect to bypass the qualitative assessment for any indefinite-lived intangible asset, or if a qualitative assessment indicates it is more likely than not that the estimated carrying amount of such asset exceeds its fair value, we proceed to a quantitative approach. Under the quantitative approach, we estimate the fair value of the indefinite-lived intangible asset and compare it to its carrying value. An impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined primarily using income approach based on the expected present value of the projected cash flows of the assets. Our indefinite-lived intangible assets are primarily related to the Dun & Bradstreet trade name which was recognized in connection with the Take-Private Transaction. As a result of the impairment tests performed using quantitative approach, no impairment charges for indefinite-lived intangible assets have been recognized for the years ended December 31, 2022, 2021 and 2020. Definite-Lived Intangible Assets Other amortizable intangible assets are recognized in connection with acquisitions. They are amortized over their respective useful life, based on the timing of the benefits derived from each of the intangible assets. Definite-lived intangible assets are also assessed for impairment. Below is a summary of weighted average amortization period for intangible assets at December 31, 2022. Weighted average amortization period (years) Intangible assets: Reacquired right 15 Database 17 Customer relationships 17 Technology 10 Partnership agreements 14 Trademark 2 |
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 and expense 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, as applicable, 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 in certain jurisdictions 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 the 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 adverse effect on our financial condition, results of operations or cash flows. |
Foreign Currency Translation | Foreign Currency Translation |
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 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 determined based on the grant date fair value and recognized over the award's vesting period. For restricted stock, grant date fair value is based on the closing price of our stock on the date of grant. For stock options with service condition, we estimate the grant date fair value using the Black-Scholes valuation model. For stock options with market condition, we estimate grant date fair value using a Monte Carlo 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 pre-IPO 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. |
Financial Instruments | Financial Instruments From time to time we use financial instruments 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 do not use derivative financial instruments for trading or speculative purposes. 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 also use cross-currency swaps to hedge our net investments in our foreign subsidiaries. In addition, we 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. 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. As of December 31, 2022 and 2021, certain of our derivative instruments meet hedge accounting criteria and are 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. Net Investment Hedge - A hedge of the exposure to changes in the value of the net investment in a foreign operation that could occur as a result of changes in foreign exchange rates between a foreign operation’s local currency and the Company’s reporting currency. For qualifying net investment hedges, the changes in fair value of hedging instruments are reported as cumulative translation adjustment ("CTA"), a component of OCI, and remain in accumulated other comprehensive income ("AOCI") until the hedged net investment is sold or substantially liquidated. We formally document all relationships between hedging instruments and hedged items for a derivative to qualify as a hedge at inception and throughout the hedged period, and we have documented policies for managing our exposures. Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedge instrument and the item being hedged. The hedge accounting effectiveness is monitored on an ongoing basis, and if considered ineffective, we discontinue hedge accounting prospectively. 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. See Note 14 for further discussion. |
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. We use the acquisition method of accounting for all business combinations. This method requires us to allocate the cost of the acquisition to the assets acquired and the liabilities assumed based on the estimates of fair value for such items, including intangible assets and technology acquired. The excess of the purchase consideration over the fair value of assets acquired and liabilities assumed is recorded as goodwill. 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 requires us to make significant estimates and 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. Other significant assumptions include us projecting future cash flows related to revenues and expenses based on our business plans and outlook which can be significantly impacted by our future growth opportunities, |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740)." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We adopted this update as of January 1, 2021. This update did not have a material impact on our consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The amendments require an acquirer to recognize and measure contract assets and contract liabilities in a business combination based on the guidance of ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" rather than fair value. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption of this ASU is permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. We early adopted this update during the fourth quarter of 2021. As a result of the adoption of this update, no fair value adjustments were made to the acquired deferred revenue balances for acquisitions completed in 2021. See Note 16 for further detail. In March 2020, the FASB issued ASU No. 2020-04 "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform - Scope,” which clarified the scope and application of the original guidance in ASU No. 2020-04. On December 21, 2022, the FASB issued ASU No. 2022-06 which extends the transition date to December 31, 2024. We adopted this update during the fourth quarter of 2022. This update did not have a material impact on our consolidated financial statements. |
Basis of Presentation and Des_2
Basis of Presentation and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [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 (b) 1,067.9 Make-whole payment on redemption of Series A Preferred Stock (b) 205.2 Partial redemption of 10.250% Senior Unsecured Notes and accrued interest 312.0 Call premium on partial redemption of 10.250% Senior Unsecured Notes 30.8 Partial redemption of 6.875% Senior Secured Notes and accrued interest 282.2 Call premium on partial redemption of 6.875% 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Below is a summary of weighted average amortization period for intangible assets at December 31, 2022. Weighted average amortization period (years) Intangible assets: Reacquired right 15 Database 17 Customer relationships 17 Technology 10 Partnership agreements 14 Trademark 2 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 is as follows: 2023 2024 2025 2026 2027 Thereafter Total Future revenue $ 1,301.7 $ 630.0 $ 339.7 $ 184.9 $ 109.2 $ 335.9 $ 2,901.4 |
Schedule of Timing of Revenue Recognition | Timing of Revenue Recognition Year Ended December 31, 2022 2021 2020 Revenue recognized at a point in time $ 925.0 $ 931.8 $ 762.7 Revenue recognized over time 1,299.6 1,233.8 976.0 Total revenue recognized $ 2,224.6 $ 2,165.6 $ 1,738.7 |
Schedule of Contract Balances | Contract Balances At December 31, 2022 2021 2020 Accounts receivable, net $ 271.6 $ 401.7 $ 319.3 Short-term contract assets (1) $ 6.2 $ 3.4 $ 0.7 Long-term contract assets (2) $ 5.6 $ 9.1 $ 3.8 Short-term deferred revenue $ 563.1 $ 569.4 $ 477.2 Long-term deferred revenue (3) $ 13.9 $ 13.7 $ 14.6 (1) Included within other current assets in the consolidated balance sheet (2) Included within other non-current assets in the consolidated balance sheet (3) Included within other non-current liabilities in the consolidated balance sheet |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Balance remaining as of December 31, 2019 $ 5.8 $ 4.5 $ 10.3 Charge taken during 2020 (1) 9.9 5.9 15.8 Payments made during 2020 (13.1) (3.3) (16.4) Balance remaining as of December 31, 2020 $ 2.6 $ 7.1 $ 9.7 Charge taken during 2021 (1) 18.9 — 18.9 Payments made during 2021 (16.8) (3.8) (20.6) Balance remaining as of December 31, 2021 $ 4.7 $ 3.3 $ 8.0 Charge taken during 2022 (1) 14.0 1.9 15.9 Payments made during 2022 (13.9) (3.0) (16.9) Balance remaining as of December 31, 2022 $ 4.8 $ 2.2 $ 7.0 (1) Balance excludes charges accounted for under Topic 842. |
Notes Payable and Indebtedness
Notes Payable and Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Our borrowings are summarized in the following table: At December 31, 2022 At December 31, 2021 Maturity Principal amount Debt issuance costs and discount* Carrying value Principal amount Debt issuance costs and discount* Carrying value Debt maturing within one year: 2026 Term loan (1) February 8, 2026 $ 28.1 $ — $ 28.1 $ 28.1 $ — $ 28.1 2029 Term Loan (1) January 18, 2029 4.6 — 4.6 — — — Total short-term debt $ 32.7 $ — $ 32.7 $ 28.1 $ — $ 28.1 Debt maturing after one year: 2026 Term loan (1) February 8, 2026 $ 2,651.7 $ 49.2 $ 2,602.5 $ 2,754.8 $ 64.5 $ 2,690.3 2029 Term Loan (1) January 18, 2029 451.9 6.5 445.4 — — — Revolving facility (1) (2) September 11, 2025 50.3 — 50.3 160.0 — 160.0 5.000% Senior unsecured notes (1) December 15, 2029 460.0 6.0 454.0 460.0 6.8 453.2 6.875% Senior secured notes (1) Fully paid off in January 2022 — — — 420.0 6.8 413.2 Total long-term debt $ 3,613.9 $ 61.7 $ 3,552.2 $ 3,794.8 $ 78.1 $ 3,716.7 Total debt $ 3,646.6 $ 61.7 $ 3,584.9 $ 3,822.9 $ 78.1 $ 3,744.8 * Represents the unamortized portion of debt issuance costs and discounts. (1) The 5.000% Senior Unsecured Notes, the 6.875% Senior Secured Notes and the Senior Secured Credit Facilities 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, 2022 and December 31, 2021. (2) The 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 Revolving Facility and certain outstanding letters of credit exceeds 35% of the total amount of commitments under the Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at December 31, 2022 and December 31, 2021. |
Schedule of Maturities of Debt | Below table sets forth the scheduled maturities and interest payments for our total debt outstanding as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Debt principal outstanding as of December 31, 2022 $ 32.7 $ 32.7 $ 83.0 $ 2,600.1 $ 4.6 $ 893.5 $ 3,646.6 Interest associated with debt outstanding as of December 31, 2022 265.3 262.8 259.2 77.5 56.2 80.4 1,001.4 Total debt and interest $ 298.0 $ 295.5 $ 342.2 $ 2,677.6 $ 60.8 $ 973.9 $ 4,648.0 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 related to operating leases included in our balance sheet are as follows: December 31, 2022 December 31, 2021 Right of use assets included in other non-current assets $ 53.1 $ 71.9 Short-term operating lease liabilities included in other accrued and current liabilities $ 17.7 $ 26.0 Long-term operating lease liabilities included in other non-current liabilities 43.9 59.4 Total operating lease liabilities $ 61.6 $ 85.4 |
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: Year Ended December 31, 2022 2021 2020 Operating lease costs $ 21.4 $ 28.1 $ 26.9 Variable lease costs 5.8 5.1 3.1 Short-term lease costs 1.3 1.6 0.4 Sublease income (3.4) (2.4) (0.8) Total lease costs $ 25.1 $ 32.4 $ 29.6 Other supplemental information on remaining lease term and discount rate is as follows: December 31, 2022 2021 Weighted average remaining lease term (in years) 4.1 4.3 Weighted average discount rate 5.1 % 5.0 % |
Schedule of Maturity Analysis for Operating Lease Liabilities | The maturity analysis for operating lease liabilities is as follows: December 31, 2022 2023 $ 20.5 2024 15.7 2025 13.6 2026 10.4 2027 5.2 Thereafter 3.3 Undiscounted cash flows 68.7 Less imputed interest 7.1 Total operating lease liabilities $ 61.6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Provision for Income Taxes | Income (loss) before provision for income taxes consisted of: Year Ended December 31, 2022 2021 2020 U.S. $ (266.6) $ (266.0) $ (401.1) Non-U.S 239.4 220.8 174.7 Income (loss) before provision for income taxes and equity in net income of affiliates $ (27.2) $ (45.2) $ (226.4) |
Schedule of Provision for Income Taxes | Year Ended December 31, 2022 2021 2020 Current tax provision: U.S. Federal $ 62.8 $ 56.9 $ (29.9) State and local 11.8 13.8 7.2 Non-U.S. 49.3 40.1 28.0 Total current tax provision $ 123.9 $ 110.8 $ 5.3 Deferred tax provision: U.S. Federal $ (94.1) $ (92.6) $ (100.7) State and local (42.8) 15.1 (16.9) Non-U.S. (15.8) (9.9) (0.1) Total deferred tax provision $ (152.7) $ (87.4) $ (117.7) Provision (benefit) for income taxes $ (28.8) $ 23.4 $ (112.4) |
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: Year Ended December 31, 2022 2021 2020 Statutory tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of U.S. Federal tax benefits (1) 123.2 (58.0) 5.7 Nondeductible charges (2) (34.0) (5.3) (1.2) Change in fair value of make-whole derivative liability (3) — — (3.0) U.S. taxes on foreign income (11.3) (9.5) (0.9) Non-U.S. taxes (5) 65.7 23.2 3.6 Valuation allowance (2.4) (2.9) (0.2) Interest (0.5) 0.5 (0.2) Tax credits and deductions (5) 32.6 30.4 6.7 Tax contingencies related to uncertain tax positions (4.4) 0.7 (0.8) GILTI tax (5) (80.9) (51.6) (8.2) CARES Act (4) — — 25.5 Other (3.0) (0.3) 1.6 Effective tax rate 106.0 % (51.8) % 49.6 % (1) Primarily related to the impact of state apportionment changes in each year. The impact for 2021 also reflects the state apportionment changes to our net U.S. deferred taxes as a result of our corporate headquarter move. (2) The impact for 2022 and 2021 reflects non-deductible compensation costs. The impact for 2020 reflects non-deductible transaction costs associated with our Initial Public Offering in July 2020. (3) 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. (4) 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. (5) Primarily due to the impact of lower consolidated pre-tax loss for the year ended December 31, 2022 compared to the year ended December 31, 2021 and 2020. |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) are comprised of the following: December 31, 2022 2021 Deferred tax assets: Operating losses $ 62.3 $ 69.3 Interest expense carryforward 153.5 121.4 Bad debts 5.1 5.3 Accrued expenses 9.5 8.8 Capital loss and credit carryforwards 15.4 15.7 Pension and postretirement benefits 33.9 30.9 Foreign exchange 9.0 — ASC 842 - Lease liability (1) 16.0 20.8 Equity Compensation 10.5 10.2 Other 9.3 11.4 Total deferred tax assets $ 324.5 $ 293.8 Valuation allowance (37.0) (39.4) Net deferred tax assets $ 287.5 $ 254.4 Deferred tax liabilities: Intangibles $ (1,230.8) $ (1,388.3) Commission Assets (35.6) (29.1) Fixed assets (12.5) (5.1) ASC 842 - ROU asset (1) (15.1) (19.1) Other (1.2) (1.5) Total deferred tax liabilities $ (1,295.2) $ (1,443.1) Net deferred tax (liabilities) assets $ (1,007.7) $ (1,188.7) (1) Prior year amounts were updated to reflect an immaterial correction of previous netting of certain deferred taxes. |
Schedule of Reconciliation of Unrecognized Tax Benefits | The following is a reconciliation of the gross unrecognized tax benefits: 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 (1) (0.8) Gross unrecognized tax benefits as of December 31, 2020 $ 18.9 Additions for current year ’ s tax positions 0.5 Increase in prior years ’ tax positions 0.6 Settlements with taxing authority (0.4) Reduction due to expired statute of limitations (2) (1.0) Gross unrecognized tax benefits as of December 31, 2021 $ 18.6 Additions for current year ’ s tax positions 1.0 Increase in prior years ’ tax positions 0.4 Settlements with taxing authority (0.3) Reduction due to expired statute of limitations (3) (0.8) Gross unrecognized tax benefits as of December 31, 2022 $ 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 2016 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 2017 tax year. |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Year Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Change in benefit obligation: Benefit obligation at beginning of year $ (1,832.4) $ (1,900.3) $ (1.3) $ (1.6) Service cost (3.0) (5.2) — — Interest cost (35.2) (27.4) — — Benefits paid 91.2 94.1 0.2 0.2 Acquisitions — (87.4) — — Plan amendment 0.2 0.3 — — Settlement 8.4 0.1 — — Plan participants' contributions (0.9) (0.9) — — Actuarial (loss) gain 337.3 85.3 0.1 0.1 Effect of changes in foreign currency exchange rates 34.0 9.0 — — Benefit obligation at end of year $ (1,400.4) $ (1,832.4) $ (1.0) $ (1.3) Change in plan assets: Fair value of plan assets at beginning of year $ 1,696.4 $ 1,620.4 $ — $ — Actual return on plan assets (323.8) 143.7 — — Acquisitions — 22.0 — — Employer contributions 7.0 7.5 0.2 0.2 Plan participants' contributions 0.9 0.9 — — Benefits paid (91.2) (94.1) (0.2) (0.2) Settlement (8.4) — — — Effect of changes in foreign currency exchange rates (30.7) (4.0) — — Fair value of plan assets at end of year $ 1,250.2 $ 1,696.4 $ — $ — Net funded status of plan $ (150.2) $ (136.0) $ (1.0) $ (1.3) Pension plans Postretirement benefit obligations December 31, December 31, 2022 2021 2022 2021 Amounts recorded in the consolidated balance sheets: Prepaid pension assets (1) $ 4.0 $ 36.6 $ — $ — Short-term pension and postretirement benefits (2) (1.4) (1.2) (0.2) (0.2) Long-term pension and postretirement benefits (3) (152.8) (171.4) (0.8) (1.1) Net amount recognized $ (150.2) $ (136.0) $ (1.0) $ (1.3) Accumulated benefit obligation $ 1,393.4 $ 1,819.3 N/A N/A Amount recognized in accumulated other comprehensive loss consists of: Actuarial loss (gain) $ 76.3 $ 14.5 $ (0.1) $ 0.1 Prior service cost (credit) (0.1) 0.1 (1.7) (2.2) Total amount recognized - pretax $ 76.2 $ 14.6 $ (1.8) $ (2.1) (1) Included within other non-current assets in the consolidated balance sheet. (2) Included within accrued payroll in the consolidated balance sheet. (3) Included within long-term pension and postretirement benefits in the consolidated balance sheet. |
Schedule of Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation | At December 31, 2022 and December 31, 2021, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation were as follows: December 31, 2022 2021 Accumulated benefit obligation $ 1,375.3 $ 1,494.7 Fair value of plan assets 1,227.5 1,328.1 Unfunded accumulated benefit obligation $ 147.8 $ 166.6 Projected benefit obligation $ 1,381.7 $ 1,500.8 |
Schedule of Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations | The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension plans Postretirement benefit obligations Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Components of net periodic cost (income): Service cost $ 3.0 $ 5.2 $ 1.8 $ — $ — $ — Interest cost 35.2 27.4 42.2 — — — Expected return on plan assets (79.2) (83.0) (88.0) — — — Amortization of prior service cost (credit) — — — (0.4) (0.4) (0.4) Amortization of actuarial loss (gain) 0.1 2.3 — — — — Net periodic cost (income) $ (40.9) $ (48.1) $ (44.0) $ (0.4) $ (0.4) $ (0.4) |
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 Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 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 $15.6, $(38.3) and $32.2 for the years ended December 31, 2022, 2021 and 2020, respectively. $ (61.9) $ 145.1 $ (127.3) $ 0.2 $ 0.1 $ (0.4) Prior service credit (cost) arising during the year, before tax benefit (expense) of less than $0.1, $(0.1) and $0.1 for the years ended December 31, 2022, 2021 and 2020, respectively. $ 0.2 $ 0.3 $ (0.5) $ (0.1) $ — $ (0.1) Less: Amortization of actuarial (loss) gain, before tax benefit (expense) of less than $0.1 and $0.6 for the years ended December 31, 2022 and 2021, respectively. $ (0.1) $ (2.3) $ — $ — $ — $ — Amortization of prior service (cost) credit, before tax benefit (expense) of $(0.1) and less than $(0.1) for the years ended December 31, 2022 and 2021, respectively. $ — $ — $ — $ 0.4 $ 0.4 $ 0.4 |
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 Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Discount rate for determining projected benefit obligation at December 31 4.83 % 2.38 % 1.98 % 4.70 % 1.80 % 1.20 % Discount rate in effect for determining service cost 1.64 % 1.89 % 2.10 % N/A N/A N/A Discount rate in effect for determining interest cost 2.05 % 1.47 % 2.48 % 2.00 % 1.20 % 2.10 % Weighted average expected long-term return on plan assets 5.32 % 5.70 % 6.18 % N/A N/A N/A Rate of compensation increase for determining projected benefit obligation at December 31 2.89 % 2.88 % 3.00 % N/A N/A N/A Rate of compensation increase for determining net pension cost 2.81 % 3.04 % 3.00 % N/A N/A N/A Interest credit rates for cash balance (1) 4.45% / 3.94% 4.45% / 3.00% 4.45% / 3.00% N/A N/A N/A (1) For our U.S. Qualified plan, interest for benefits accrued prior to January 1, 1997 is based on 30-year Treasury yield with a guaranteed minimum rate of 3.00% for accruals prior to January 1, 1997 and 4.45% for accruals after January 1, 1997. The resulting assumed interest rate for accruals prior to January 1, 1997 is 3.94% for December 31, 2022 and 3.00% for both December 31, 2021 and 2020. The resulting assumed interest rate for accruals after January 1, 1997 is 4.45%. |
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, 2022: Asset category Quoted prices in active markets for identical assets (Level I) Significant other observable inputs Significant unobservable inputs Total Short-term investment funds $ 9.1 $ — $ — $ 9.1 Aon Collective Investment Trust Funds: Equity funds $ 192.6 $ — $ — $ 192.6 Fixed income funds 591.0 — — 591.0 Real estate funds 3.0 — — 3.0 Total Aon Collective Investment Trust Funds $ 786.6 $ — $ — $ 786.6 Total $ 795.7 $ — $ — $ 795.7 Other Investments Measured at Net Asset Value Aon Collective Investment Trust Funds $ 123.4 Aon Alternative Investment Funds: Fixed income funds $ 99.8 Venture Capital Fund 7.0 Other Non-U.S. commingled equity and fixed income 224.3 Total other investments measured at net asset value $ 331.1 Total investments at fair value $ 1,250.2 The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2021: Asset category Quoted prices in active markets for identical assets (Level I) Significant other observable inputs Significant unobservable inputs Total Short-term investment funds $ 16.7 $ — $ — $ 16.7 Aon Collective Investment Trust Funds: Equity funds $ 390.7 $ — $ — $ 390.7 Fixed income funds 577.3 — — 577.3 Real estate funds 0.6 — — 0.6 Total Aon Collective Investment Trust Funds $ 968.6 $ — $ — $ 968.6 Total $ 985.3 $ — $ — $ 985.3 Other Investments Measured at Net Asset Value Aon Collective Investment Trust Funds $ 159.1 Aon Alternative Investment Funds: Fixed income funds $ 155.1 Venture Capital Fund 5.3 Other Non-U.S. commingled equity and fixed income 391.6 Total other investments measured at net asset value $ 552.0 Total investments at fair value $ 1,696.4 |
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, December 31, 2022 2021 2022 2021 Return-seeking assets 43 % 52 % 37 % 49 % Liability-hedging assets 57 % 48 % 63 % 51 % 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 2032. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions: Pension plans Postretirement benefit plans 2023 $ 101.0 $ 0.2 2024 $ 103.3 $ 0.2 2025 $ 104.8 $ 0.2 2026 $ 106.4 $ 0.1 2027 $ 108.1 $ 0.1 2028 - 2032 $ 545.7 $ 0.2 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Components of Equity-Based Compensation | The following table sets forth our stock-based compensation and expected tax benefit related to the plans in effect during the respective year: Year Ended December 31, 2022 2021 2020 Stock-based compensation expense: Restricted stock and restricted stock units (1) $ 53.7 $ 18.7 $ 3.1 Stock options 9.9 3.0 23.0 Incentive units 2.4 11.6 19.0 Total compensation expense $ 66.0 $ 33.3 $ 45.1 Expected tax benefit: Restricted stock and restricted stock units $ 0.5 $ 3.4 $ 0.5 Stock options 6.8 0.2 5.9 Total compensation expense $ 7.3 $ 3.6 $ 6.4 (1) Higher expense for restricted stock and restricted stock units in 2022 and 2021 compared to the respective prior year was primarily due to the additions of grants and the expense recognition associated with accelerated shares. |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following weighted average assumptions were used for options granted: Year Ended December 31, 2022 2021 2020 Expected dividend yield (1) 1.29 % N/A — % Expected stock price volatility (2) 33 % N/A 28 % Risk-free interest rate (3) 2.77 % N/A 0.23 % Expected life of options (in years) (4) 4.5 N/A 4.0 Weighted average grant date fair value $5.42 N/A $4.99 (1) For the 2022 grants, the expected dividend yield was based on our quarterly dividend divided by the three-month average stock price as of the grant date, annualized and continuously compounded. The company did not pay dividends for the years ended December 31, 2021 and 2020. (2) For 2022 grants, expected stock price volatility was calculated based 50% on D&B’s historical volatility and 50% on the leverage-adjusted volatility of our peer companies. For the 2020 grants, expected stock price volatility was derived from the historical volatility of companies in our peer group. (3) Risk free interest rate was based on the term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded. |
Schedule of Stock Options, Restricted Stock and Restricted Stock Units Activity | The following table summarize the stock options activity for the year ended December 31, 2022: Stock options Number of Weighted-average Weighted average remaining contractual term (in years) Aggregate intrinsic value (in millions) Balances, December 31, 2021 6,380,000 $22.00 5.5 $— Granted 4,914,868 $15.89 Forfeited (200,000) $22.00 Exercised — $— Balances, December 31, 2022 11,094,868 $19.29 6.8 $— Expected to vest as of December 31, 2022 5,588,205 $16.63 9.0 $— Exercisable as of December 31, 2022 5,506,663 $22.00 4.5 $— Restricted stock and Restricted stock units Number of Weighted-average Weighted average remaining contractual term (in years) Aggregate intrinsic value Balances, December 31, 2021 2,757,839 $21.61 1.2 $56.5 Granted 5,814,164 $16.18 Forfeited (572,278) $18.63 Vested (992,042) $21.95 Balances, December 31, 2022 7,007,683 $17.28 1.2 $85.9 The following table summarizes the activities for common units and restricted shares for the year ended December 31, 2022. Number of Weighted-average Weighted average remaining contractual term (in years) Aggregate intrinsic value (in millions) Outstanding, December 31, 2021 3,826,569 $2.95 0.24 $78.4 Distribution (3,812,866) $2.95 Forfeited (13,703) $2.59 Outstanding, December 31, 2022 — $0.0 0.00 $0.0 Expected to vest, December 31, 2022 — $0.0 0.00 $0.0 |
Schedule of Restricted Stock and Restricted Stock Units and Restricted Stock and Common Stock Activity | The following table summarizes information relating to the vesting of restricted stock and restricted stock units: Year ended December 31, 2022 2021 2020 Fair value of shares vested $ 15.8 $ 6.8 N/A Tax benefit realized upon vesting $ 2.4 $ 0.9 N/A The following table summarizes information relating to the vesting of common units/restricted shares: Year Ended December 31, 2022 2021 2020 Fair value of shares vested $ 60.1 $ 96.7 $ 147.3 Tax benefit realized upon vesting $ — $ — $ — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 2021 2020 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (2.3) $ (71.7) $ (180.6) Weighted average number of shares outstanding-basic 429,106,164 428,666,791 367,132,099 Weighted average number of shares outstanding-diluted 429,106,164 428,666,791 367,132,099 Earnings (loss) per share of common stock: Basic $ (0.01) $ (0.17) $ (0.49) Diluted $ (0.01) $ (0.17) $ (0.49) |
Schedule of Reconciliation of Common Stock Issued and Outstanding | Below is a reconciliation of our common stock issued and outstanding: Common Shares Treasury Shares (1) Common Shares Outstanding Shares as of December 31, 2020 423,418,131 (465,903) 422,952,228 Shares issued for the year ended December 31, 2021 9,177,810 260,357 9,438,167 Shares forfeited for the year ended December 31, 2021 (524,942) (667,671) (1,192,613) Shares as of December 31, 2021 432,070,999 (873,217) 431,197,782 Shares issued for the year ended December 31, 2022 5,335,911 N/A 5,335,911 Shares forfeited for the year ended December 31, 2022 (802,463) (13,703) (816,166) Shares as of December 31, 2022 436,604,447 (886,920) 435,717,527 (1) Primarily related to the forfeiture of unvested incentive units granted prior to the IPO under the Incentive Units Program of Star Parent, L.P. |
Schedule of Dividends | Our Board of Directors declared the following dividends during the year ended December 31, 2022: Declaration Date Record Date Payment Date Dividends Per Share July 28, 2022 September 1, 2022 September 22, 2022 $ 0.05 October 27, 2022 December 1, 2022 December 15, 2022 $ 0.05 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, December 31, 2022 2021 2022 2021 Balance sheet Fair value Balance sheet Fair value Balance sheet Fair value Balance sheet Fair value Derivatives designated as hedging instruments: Cash flow hedge derivative: Interest rate swaps Other current assets $ 65.7 Other current assets $ 10.1 Other accrued & $ — Other accrued & $ — Net investment hedge derivative: Cross-currency swaps Other current assets — Other current assets — Other accrued & 17.1 Other accrued & — Total derivatives designated as hedging instruments $ 65.7 $ 10.1 $ 17.1 $ — Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current $ 3.5 Other current $ 1.9 Other accrued & $ 0.3 Other accrued & $ 0.7 Total derivatives not designated as hedging instruments $ 3.5 $ 1.9 $ 0.3 $ 0.7 Total derivatives $ 69.2 $ 12.0 $ 17.4 $ 0.7 |
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 pre-tax gain or (loss) recognized in OCI on derivative Year Ended December 31, Derivatives designated as hedging instruments 2022 2021 2020 Cash flow hedge derivative: Interest rate swaps $ 55.6 $ 11.1 $ 0.9 Net investment hedge derivative: Cross-currency swaps $ 2.9 $ — $ — Amount of gain or (loss) reclassified from accumulated OCI into income Year Ended December 31, Derivatives designated as hedging instruments Location of gain or (loss) reclassified from accumulated OCI into income 2022 2021 2020 Cash flow hedge derivative: Interest rate swaps Interest expense $ 13.2 $ (3.4) $ (2.8) Amount of gain or (loss) recognized in income on derivative Year Ended December 31, Derivatives designated as hedging instruments Location of gain or (loss) reclassified from accumulated OCI into income 2022 2021 2020 Cash flow hedge derivative: Interest rate swaps Interest expense $ 13.2 $ (3.4) $ (2.8) Amount of gain (loss) recognized in income on derivatives Year Ended December 31, Derivatives not designated as hedging Location of gain or (loss) recognized in 2022 2021 2020 Make-whole derivative liability Non-operating income (expenses) – net $ — $ — $ (32.8) Foreign exchange collar Non-operating income (expenses) – net $ — $ (2.5) $ 23.5 Foreign exchange forward contracts Non-operating income (expenses) – net $ (12.1) $ 1.4 $ 9.0 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2022 for assets and liabilities measured at fair value on a recurring basis: Quoted prices in Significant other Significant Balance at December 31, 2022 Assets: Cash equivalents (1) $ 0.9 $ — $ — $ 0.9 Other current assets: Foreign exchange forwards (2) $ — $ 3.5 $ — $ 3.5 Interest rate swap arrangements (3) $ — $ 65.7 $ — $ 65.7 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.3 $ — $ 0.3 Cross-currency swap arrangements (3) $ — $ 17.1 $ — $ 17.1 The following table summarizes fair value measurements by level at December 31, 2021 for assets and liabilities measured at fair value on a recurring basis: Quoted prices in Significant other Significant Balance at December 31, 2021 Assets: Cash equivalents (1) $ 1.7 $ — $ — $ 1.7 Other current assets: Foreign exchange forwards (2) $ — $ 1.9 $ — $ 1.9 Interest rate swap arrangements (3) $ — $ 10.1 $ — $ 10.1 Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 0.7 $ — $ 0.7 (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. |
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: December 31, 2022 2021 Carrying Fair value Carrying Fair value Long-term debt (1) $ 454.0 $ 390.9 $ 866.4 $ 924.5 Revolving facility $ 50.3 $ 49.9 $ 160.0 $ 162.7 Term loan facility (2) $ 3,080.6 $ 3,085.9 $ 2,718.4 $ 2,840.7 (1) Includes the 5.00% Senior Unsecured Notes at December 31, 2022, and the 5.000% Senior Unsecured Notes and the 6.875% Senior Secured Notes at December 31, 2021. (2) Includes short-term and long-term portions of the Term Loan Facility. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Net investment hedge derivative Defined benefit pension plans Cash flow hedge derivative Total Balance, January 1, 2020 $ 0.9 $ — $ (24.0) $ (1.1) $ (24.2) Other comprehensive income (loss) before reclassifications 25.3 — (96.0) (1.4) (72.1) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — (0.3) 2.1 1.8 Balance, December 31, 2020 $ 26.2 $ — $ (120.3) $ (0.4) $ (94.5) Other comprehensive income (loss) before reclassifications (78.8) — 107.0 4.9 33.1 Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — 1.4 2.9 4.3 Balance, December 31, 2021 $ (52.6) $ — $ (11.9) $ 7.4 $ (57.1) Other comprehensive income (loss) before reclassifications (119.7) 2.0 (46.3) 50.7 (113.3) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — — 0.1 (9.7) (9.6) Balance, December 31, 2022 $ (172.3) $ 2.0 $ (58.1) $ 48.4 $ (180.0) |
Schedule of Reclassifications out of AOCI | The following table summarizes the reclassifications out of AOCI: Amount reclassified from accumulated other comprehensive income (loss) Year Ended December 31, Details about accumulated other comprehensive income (loss) components Affected line item in the statement where net income (loss) is presented 2022 2021 2020 Defined benefit pension plans: Amortization of prior service costs Other income (expense)- net $ 0.1 $ (0.4) $ (0.4) Amortization of actuarial gain/loss Other income (expense)- net 0.1 2.3 — Derivative financial instruments: Interest contracts Interest expense (13.2) 3.9 2.8 Total before tax (13.0) 5.8 2.4 Tax benefit (expense) 3.4 (1.5) (0.6) Total reclassifications for the period, net of tax $ (9.6) $ 4.3 $ 1.8 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The table below reflects the aggregate purchase price related to the acquisition and the resulting purchase allocation: Amortization life (years) Initial purchase price allocation at December 31, 2022 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2022 Cash $ 7.1 $ — $ 7.1 Accounts receivable 9.3 — 9.3 Other 0.5 — 0.5 Total current assets 16.9 — 16.9 Intangible assets: Customer relationships 14 20.0 — 20.0 Technology 5 14.0 — 14.0 Trademark 2 1.0 — 1.0 Goodwill Indefinite 138.3 0.2 138.5 Total assets acquired $ 190.2 $ 0.2 $ 190.4 Deferred tax liability 5.9 — 5.9 Other liabilities 12.0 0.1 12.1 Total liabilities assumed 17.9 0.1 18.0 Total purchase price $ 172.3 $ 0.1 $ 172.4 The table below reflects the aggregate purchase price related to the acquisition and the resulting purchase allocation: Amortization life (years) Initial purchase price allocation at December 31, 2021 Measurement Period Adjustments Final Purchase Price Allocation at December 31, 2022 Cash $ 2.6 $ — $ 2.6 Accounts receivable 2.6 — 2.6 Other 0.4 — 0.4 Total current assets 5.6 — 5.6 Intangible assets: Customer relationships 15 19.8 — 19.8 Technology 5 1.3 — 1.3 Trademark 2 0.2 — 0.2 Database 3 2.2 — 2.2 Goodwill Indefinite 41.9 3.6 45.5 Total assets acquired $ 71.0 $ 3.6 $ 74.6 Total liabilities assumed 1.2 3.2 4.4 Total purchase price $ 69.8 $ 0.4 $ 70.2 The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date: Weighted average amortization period (years) Initial purchase price allocation at March 31, 2021 Measurement period adjustment Final purchase price allocation at December 31, 2021 Cash $ 29.9 $ — $ 29.9 Accounts receivable 61.0 — 61.0 Other current assets 13.1 — 13.1 Total current assets 104.0 — 104.0 Property, plant & equipment 3.5 — 3.5 Intangible assets: Reacquired right 15 271.0 (1.0) 270.0 Database 12 116.0 (5.0) 111.0 Customer relationships 10 106.0 2.0 108.0 Technology 14 65.0 (1.0) 64.0 Goodwill Indefinite 488.4 7.0 495.4 Right of use asset 26.7 0.7 27.4 Other 5.2 (2.3) 2.9 Total assets acquired $ 1,185.8 $ 0.4 $ 1,186.2 Accounts payable $ 17.5 $ — $ 17.5 Deferred revenue (1) 80.6 — 80.6 Accrued payroll 20.7 — 20.7 Accrued income tax and other tax liabilities 17.1 — 17.1 Short-term lease liability 8.4 0.2 8.6 Other current liabilities 23.7 — 23.7 Total current liabilities 168.0 0.2 168.2 Long-term pension and postretirement obligations 65.4 — 65.4 Deferred tax liability 127.6 0.2 127.8 Long-term lease liability 18.2 — 18.2 Other liabilities 0.8 — 0.8 Total liabilities assumed $ 380.0 $ 0.4 $ 380.4 Total consideration $ 805.8 $ — $ 805.8 (1) In the fourth quarter of 2021, we early adopted ASU No. 2021-08, "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," retrospectively to all business combinations during 2021. As a result, acquired deferred revenue balances were measured based on the guidance of ASC 606. The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization life (years) Initial 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 |
Schedule of Pro Forma Information | The following pro forma statements of operations data presents the combined results of the Company and the acquired businesses during 2021, assuming that all acquisitions had occurred on January 1, 2020. Year Ended December 31, 2021 2020 Reported revenue $ 2,165.6 $ 1,738.7 Pro forma adjustments: Pre-acquisition revenue: Bisnode 4.6 400.0 Eyeota 31.5 31.5 NetWise 8.4 6.8 Adjustments to Bisnode's pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc. — (21.0) Adjustments to Dun & Bradstreet's revenue related to revenue received from Bisnode — (43.0) Total pro forma revenue $ 2,210.1 $ 2,113.0 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (71.7) $ (180.6) Pro forma adjustments - net of tax effect: Pre-acquisition net income: Bisnode 0.8 57.2 Eyeota (0.3) (0.3) NetWise (1.2) 1.2 Intangible amortization - net of tax benefits (1.1) (56.8) Write off related to pre-existing relationship - net of tax benefits 2.3 (2.3) Transaction costs - net of tax benefits 3.0 3.5 Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (68.2) $ (178.1) |
Supplemental Financial Data (Ta
Supplemental Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Non-Current Assets | Other Non-Current Assets: Year Ended December 31, 2022 2021 Right of use assets (1) $ 53.1 $ 71.9 Prepaid pension assets (2) 4.0 36.6 Investments 24.9 27.2 Other non-current assets 46.2 36.9 Total $ 128.2 $ 172.6 (1) See Note 8 for further detail. (2) Change from prior year reflected lower over-funded status for certain pension plans primarily due to lower plan asset value at December 31, 2022. |
Schedule of Other Accrued and Current Liabilities | Other Accrued and Current Liabilities: Year Ended December 31, 2022 2021 Accrued operating costs $ 122.1 $ 113.5 Accrued interest expense 4.3 12.6 Short-term lease liability (1) 17.7 26.0 Accrued income tax 13.2 16.4 Accrued liability related to the purchase of non-controlling interest (2) 93.7 — Other accrued liabilities (3) 65.8 29.8 Total $ 316.8 $ 198.3 (1) See Note 8 for further detail. (2) See further details below within this Note 17. (3) Higher accrual was primarily due to higher swap liability (see Note 14 for further detail) and higher retention payments. |
Schedule of Other Non-Current Liabilities | Other Non-Current Liabilities: Year Ended December 31, 2022 2021 Deferred revenue - long term $ 13.9 $ 13.7 U.S. tax liability associated with the 2017 Act 39.3 44.6 Long-term lease liability (1) 43.9 59.4 Liabilities for unrecognized tax benefits 20.0 19.2 Other 9.7 7.8 Total $ 126.8 $ 144.7 (1) See Note 8 for further detail. |
Schedule of Property, Plant and Equipment - Net | Property, Plant and Equipment - Net: December 31, 2022 2021 Land $ 7.7 $ 7.7 Building and building improvement $ 63.3 $ 61.8 Less: accumulated depreciation 2.4 0.7 Net building and building improvement $ 60.9 $ 61.1 Furniture and equipment $ 48.1 $ 38.2 Less: accumulated depreciation 27.0 19.5 Net furniture and equipment $ 21.1 $ 18.7 Leasehold improvements $ 16.2 $ 16.6 Less: accumulated depreciation 9.0 7.3 Net leasehold improvements $ 7.2 $ 9.3 Property, plant and equipment - net $ 96.9 $ 96.8 |
Schedule of Allocation of Purchase Price | The table below summarizes the allocation of the total purchase price. Weighted average amortization period (years) Purchase price allocation Land Indefinite $ 7.7 Building 53 57.3 Site improvements 14 2.0 Tenant improvements 9 2.5 In place lease intangibles (1) 9 7.1 Total $ 76.6 (1) Related to the acquired lease arrangement associated with the purchase of our headquarters office building in Jacksonville, Florida, reflecting value associated with avoiding the costs of originating an acquired lease. |
Schedule of Computer Software and Goodwill | Computer Software and Goodwill: Computer software Goodwill December 31, 2020 $ 437.0 $ 2,857.9 Acquisition (3) 79.3 675.6 Additions at cost (1) (6) 173.9 — Amortization (113.3) — Impairment / Write-off (4.3) — Other (2) (15.2) (40.2) December 31, 2021 $ 557.4 $ 3,493.3 Acquisition (3) — 1.3 Additions at cost (1) (6) 220.1 — Amortization (124.4) — Impairment / Write-off (1.3) — Other (2) (20.0) (63.3) December 31, 2022 $ 631.8 $ 3,431.3 |
Schedule of Finite-Lived Intangible Assets | Other Intangibles: Customer relationships Reacquired rights Database Other indefinite-lived intangibles (8) Other intangibles Total December 31, 2020 (4) $ 1,912.9 $ — $ 1,369.4 $ 1,275.8 $ 256.7 $ 4,814.8 Acquisitions (3) 147.8 270.0 113.2 — 1.4 532.4 Additions at cost (5) — — — 4.2 7.6 11.8 Amortization (259.0) (26.6) (188.6) — (16.5) (490.7) WWN Relationship transfer (7) — 64.7 — — (64.7) — Other (2) (8.4) (23.4) (8.9) — (3.1) (43.8) December 31, 2021 (4) $ 1,793.3 $ 284.7 $ 1,285.1 $ 1,280.0 $ 181.4 $ 4,824.5 Additions at cost (1) — — — — 0.7 0.7 Amortization (240.3) (18.7) (173.8) — (16.9) (449.7) Other (2) (16.3) (20.5) (11.3) — (7.3) (55.4) December 31, 2022 (4) $ 1,536.7 $ 245.5 $ 1,100.0 $ 1,280.0 $ 157.9 $ 4,320.1 (1) Primarily related to software-related enhancements on products. (2) Primarily due to the impact of foreign currency fluctuations. (3) Related to the acquisitions of Bisnode, Eyeota and NetWise for the year ended December 31, 2021. Amount for the year ended December 31, 2022 was related to the measurement period adjustments for Eyeota and NetWise. (4) Customer Relationships—Net of accumulated amortization of $988.9 million and $755.1 million as of December 31, 2022 and as of December 31, 2021, respectively. Reacquired Rights—Net of accumulated amortization of $42.6 million and $25.6 million as of December 31, 2022 and as of December 31, 2021, respectively. Database—Net of accumulated amortization of $711.4 million and $540.4 million as of December 31, 2022 and as of December 31, 2021, respectively. Other Intangibles —Net of accumulated amortization of $59.1 million and $44.2 million as of December 31, 2022 and as of December 31, 2021, respectively. (5) Primarily related to the in-place lease intangibles of $7.1 million recognized associated with the building purchase for our new global headquarters office and an acquired indefinite-lived intangible asset of $4.2 million. (6) Including $15.0 million non-cash investment of which $10.3 million and $4.7 million were reflected in "Other accrued and current liabilities" and "Other non-current liabilities", respectively, as of December 31, 2022. Including $7.9 million non-cash investment of which $0.9 million, $2.5 million and $4.5 million were reflected in "Other accrued and current liabilities", "Other non-current liabilities" and "Deferred income tax", respectively, as of December 31, 2021. (7) Reclassification of the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship to reacquired rights as a result of the Bisnode acquisition. (8) Primarily related to the D&B trademark recognized in the Take-Private Transaction |
Schedule of Indefinite-Lived Intangible Assets | Other Intangibles: Customer relationships Reacquired rights Database Other indefinite-lived intangibles (8) Other intangibles Total December 31, 2020 (4) $ 1,912.9 $ — $ 1,369.4 $ 1,275.8 $ 256.7 $ 4,814.8 Acquisitions (3) 147.8 270.0 113.2 — 1.4 532.4 Additions at cost (5) — — — 4.2 7.6 11.8 Amortization (259.0) (26.6) (188.6) — (16.5) (490.7) WWN Relationship transfer (7) — 64.7 — — (64.7) — Other (2) (8.4) (23.4) (8.9) — (3.1) (43.8) December 31, 2021 (4) $ 1,793.3 $ 284.7 $ 1,285.1 $ 1,280.0 $ 181.4 $ 4,824.5 Additions at cost (1) — — — — 0.7 0.7 Amortization (240.3) (18.7) (173.8) — (16.9) (449.7) Other (2) (16.3) (20.5) (11.3) — (7.3) (55.4) December 31, 2022 (4) $ 1,536.7 $ 245.5 $ 1,100.0 $ 1,280.0 $ 157.9 $ 4,320.1 (1) Primarily related to software-related enhancements on products. (2) Primarily due to the impact of foreign currency fluctuations. (3) Related to the acquisitions of Bisnode, Eyeota and NetWise for the year ended December 31, 2021. Amount for the year ended December 31, 2022 was related to the measurement period adjustments for Eyeota and NetWise. (4) Customer Relationships—Net of accumulated amortization of $988.9 million and $755.1 million as of December 31, 2022 and as of December 31, 2021, respectively. Reacquired Rights—Net of accumulated amortization of $42.6 million and $25.6 million as of December 31, 2022 and as of December 31, 2021, respectively. Database—Net of accumulated amortization of $711.4 million and $540.4 million as of December 31, 2022 and as of December 31, 2021, respectively. Other Intangibles —Net of accumulated amortization of $59.1 million and $44.2 million as of December 31, 2022 and as of December 31, 2021, respectively. (5) Primarily related to the in-place lease intangibles of $7.1 million recognized associated with the building purchase for our new global headquarters office and an acquired indefinite-lived intangible asset of $4.2 million. (6) Including $15.0 million non-cash investment of which $10.3 million and $4.7 million were reflected in "Other accrued and current liabilities" and "Other non-current liabilities", respectively, as of December 31, 2022. Including $7.9 million non-cash investment of which $0.9 million, $2.5 million and $4.5 million were reflected in "Other accrued and current liabilities", "Other non-current liabilities" and "Deferred income tax", respectively, as of December 31, 2021. (7) Reclassification of the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship to reacquired rights as a result of the Bisnode acquisition. (8) Primarily related to the D&B trademark recognized in the Take-Private Transaction |
Schedule of Future Amortization of Computer Software and Intangible Assets | The table below sets forth the future amortization as of December 31, 2022 associated with computer software and other intangibles: 2023 2024 2025 2026 2027 Thereafter Total Computer software 146.6 140.2 128.2 87.8 61.1 67.9 631.8 Customer relationships 223.2 205.2 187.4 169.6 151.8 599.5 1,536.7 Reacquired rights 18.8 18.8 18.8 18.8 18.8 151.5 245.5 Database 161.3 147.9 134.0 120.7 107.5 428.6 1,100.0 Other intangibles 16.6 16.1 16.1 16.0 15.8 77.3 157.9 Total $ 566.5 $ 528.2 $ 484.5 $ 412.9 $ 355.0 $ 1,324.8 $ 3,671.9 |
Schedule of Allowance for Credit Risks | Allowance for Credit Risks: December 31, 2019 $ 7.6 Additions charged to costs and expenses 8.1 Write-offs (5.8) Recoveries 1.8 Other (0.3) December 31, 2020 $ 11.4 Additions charged to costs and expenses 12.3 Write-offs (8.3) Recoveries 1.4 Other (0.3) December 31, 2021 $ 16.5 Additions charged to costs and expenses 5.4 Write-offs (9.3) Recoveries 2.2 Other (0.5) December 31, 2022 $ 14.3 |
Schedule of Deferred Tax Asset Valuation Allowance | Deferred Tax Asset Valuation Allowance: January 1, 2020 $ 33.8 Additions charged (credited) to costs and expenses 0.5 Additions charged (credited) due to foreign currency fluctuations 2.3 Additions charged (credited) to other accounts — December 31, 2020 $ 36.6 Additions charged (credited) to costs and expenses 4.2 Additions charged (credited) due to foreign currency fluctuations (1.6) Additions charged (credited) to other accounts 0.2 December 31, 2021 $ 39.4 Additions charged (credited) to costs and expenses 0.6 Additions charged (credited) due to foreign currency fluctuations (3.0) Additions charged (credited) to other accounts — December 31, 2022 $ 37.0 |
Schedule of Other Income (Expense) - Net | Other Income (Expense) — Net: Other income (expense) - net was as follows: Year Ended December 31, 2022 2021 2020 Non-operating pension income (expense) (1) $ 42.2 $ 53.7 $ 46.2 Change in fair value of make-whole derivative liability (2) — — (32.8) Debt redemption premium (3) (16.3) (29.5) (50.1) Miscellaneous other income (expense) – net (4) (12.0) (9.3) 25.1 Other income (expense) – net $ 13.9 $ 14.9 $ (11.6) (1) Changes in year-over-year non-operating pension income was primarily attributable to changes in interest cost, driven by the fluctuation in discount rates. (2) Related to the make-whole provision associated with the Series A Preferred Stock. See Note 1 for further detail. (3) For the year ended December 31, 2022, debt redemption premium was related to the repayment of then-existing 6.875% Senior Secured Notes. For the year ended December 31, 2021, debt redemption premium was related to the repayment of then-existing 10.250% Senior Unsecured Notes. For the year ended December 31, 2020, $30.8 million was related to the partial repayment of then-existing 10.250% Senior Unsecured Notes and $19.3 million was related to the repayment of then-existing 6.875% Senior Secured Notes. (4) The change in Miscellaneous Other Income - net for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily driven by fees incurred for the Accounts Receivable Securitization Facility, including fees for administrative responsibilities. See |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Operating Income (Loss) by Segment | Year Ended December 31, 2022 2021 2020 Revenue: North America $ 1,587.1 $ 1,499.4 $ 1,460.0 International 637.5 671.0 299.8 Corporate and other (1) — (4.8) (21.1) Consolidated total $ 2,224.6 $ 2,165.6 $ 1,738.7 (1) Corporate and other includes revenue adjustment of $4.8 million recorded in accordance with GAAP to the International segment due to the timing of the completion of the Bisnode acquisition for the year ended December 31, 2021, deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and acquisitions of $21.1 million for the year ended December 31, 2020. Year Ended December 31, 2022 2021 2020 Adjusted EBITDA: North America $ 718.0 $ 715.3 $ 696.2 International 202.2 194.1 91.0 Corporate and other (1) (56.7) (62.3) (75.8) Consolidated total $ 863.5 $ 847.1 $ 711.4 Depreciation and amortization (587.2) (615.9) (537.8) Interest expense - net (191.0) (205.7) (270.4) Dividends allocated to preferred stockholders — — (64.1) Benefit (provision) for income taxes 28.8 (23.4) 112.4 Other income (expense) - net 13.9 14.9 (11.6) Equity in net income of affiliates 2.5 2.7 2.4 Net income (loss) attributable to non-controlling interest (6.4) (5.8) (4.9) Equity-based compensation (66.0) (33.3) (45.1) Restructuring charges (20.5) (25.1) (37.3) Merger and acquisition-related operating costs (23.4) (14.1) (14.1) Transition costs (24.4) (11.6) (31.9) Other adjustments (2) 7.9 (1.5) 10.4 Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. $ (2.3) $ (71.7) $ (180.6) (1) Corporate and other includes revenue adjustment of $4.8 million recorded in accordance with GAAP to the International segment due to the timing of the completion of the Bisnode acquisition for the year ended December 31, 2021, deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and acquisitions of $21.1 million for the year ended December 31, 2020. |
Schedule of Supplemental Geographic and Customer Solution Set Information | Year Ended December 31, 2022 2021 2020 Depreciation and amortization: North America $ 71.4 $ 60.2 $ 46.3 International 15.0 12.1 8.3 Total segments 86.4 72.3 54.6 Corporate and other (1) 500.8 543.6 483.2 Consolidated total $ 587.2 $ 615.9 $ 537.8 Capital expenditures: North America (2) $ 8.5 $ 81.1 $ 1.9 International 4.0 5.1 5.8 Total segments 12.5 86.2 7.7 Corporate and other 0.1 0.1 0.1 Consolidated total $ 12.6 $ 86.3 $ 7.8 Additions to computer software and other intangibles: North America (3) $ 161.8 $ 144.0 $ 107.4 International 30.5 25.8 6.4 Total segments 192.3 169.8 113.8 Corporate and other 13.0 0.9 1.4 Consolidated total $ 205.3 $ 170.7 $ 115.2 (1) Depreciation and amortization for Corporate and other includes incremental amortization resulting from the Take-Private Transaction and recent acquisitions. (2) Higher capital expenditures for North America for the year ended December 31, 2021 was primarily due to the $76.6 million purchase of an office building for our new global headquarters in June 2021. See Note 17 for further discussion. (3) In-place lease intangibles of $7.1 million for the year ended December 31, 2021 related to the building purchase for our new global headquarters office are included in capital expenditures. See Note (2) above. Supplemental Geographic and Customer Solution Set Information: December 31, 2022 2021 Assets: North America $ 7,919.4 $ 8,232.2 International 1,552.5 1,765.0 Consolidated total $ 9,471.9 $ 9,997.2 Goodwill: North America $ 2,929.6 $ 2,928.4 International 501.7 564.9 Consolidated total $ 3,431.3 $ 3,493.3 Other intangibles: North America $ 3,805.7 $ 4,186.2 International 514.4 638.3 Consolidated total $ 4,320.1 $ 4,824.5 Other long-lived assets (excluding deferred income tax): North America $ 809.1 $ 713.4 International 191.5 229.5 Consolidated total $ 1,000.6 $ 942.9 Total long-lived assets $ 8,752.0 $ 9,260.7 Year Ended December 31, Customer Solution Set Revenue: 2022 2021 2020 North America (1) : Finance & Risk $ 866.9 $ 834.7 $ 811.2 Sales & Marketing 720.2 664.7 648.8 Total North America $ 1,587.1 $ 1,499.4 $ 1,460.0 International: Finance & Risk $ 419.1 $ 430.3 $ 244.0 Sales & Marketing 218.4 240.7 55.8 Total International $ 637.5 $ 671.0 $ 299.8 Corporate and other: Finance & Risk $ — $ (2.2) $ (10.8) Sales & Marketing — (2.6) (10.3) Total Corporate and other $ — $ (4.8) $ (21.1) Total Revenue: Finance & Risk $ 1,286.0 $ 1,262.8 $ 1,044.4 Sales & Marketing 938.6 902.8 694.3 Total Revenue $ 2,224.6 $ 2,165.6 $ 1,738.7 (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, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Contractual Obligations | The following table quantifies our future contractual obligations as discussed above as of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Commitments to purchase obligations $ 356.7 $ 276.1 $ 251.3 $ 253.9 $ 216.9 $ 736.2 $ 2,091.1 |
Basis of Presentation and Des_3
Basis of Presentation and Description of Business - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jul. 06, 2020 USD ($) $ / shares shares | Jun. 23, 2020 shares | Dec. 31, 2022 segment $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||
Stock issued (shares) | 108,506,312 | |||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Consideration received on transaction | $ | $ 2,381 | |||
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 | |||
Number of reportable segments | segment | 2 | |||
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] | ||||
Consideration received on transaction | $ | $ 200 | |||
Private Placement | Subsidiary of Black Knight | ||||
Class of Stock [Line Items] | ||||
Consideration received on transaction | $ | 100 | |||
Private Placement | Affiliate of CC Capital | ||||
Class of Stock [Line Items] | ||||
Consideration received on transaction | $ | $ 100 |
Basis of Presentation and Des_4
Basis of Presentation and Description of Business - Use of Proceeds from IPO (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Jul. 06, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 18, 2022 | Dec. 20, 2021 | Feb. 08, 2019 | |
Class of Stock [Line Items] | |||||||
Gross proceeds | $ 2,381 | ||||||
Underwriter fees | 89.1 | ||||||
IPO related expenses | 42.8 | ||||||
Redemption of Series A Preferred Stock | 1,067.9 | $ 0 | $ 0 | $ 1,067.9 | |||
Make-whole payment on redemption of preferred stock | 205.2 | ||||||
Cash to balance sheet | 331.7 | ||||||
Change in fair value of make-whole derivative liability | 0 | $ 0 | (32.8) | ||||
10.250% Senior Unsecured Notes Due 2027 | |||||||
Class of Stock [Line Items] | |||||||
Make-whole payment on redemption of Series A Preferred Stock | 312 | ||||||
Debt early redemption premium expense | 30.8 | ||||||
10.250% Senior Unsecured Notes Due 2027 | Unsecured Debt | |||||||
Class of Stock [Line Items] | |||||||
Debt early redemption premium expense | 29.5 | $ 30.8 | |||||
Interest rate on debt instrument (as a percent) | 10.25% | 10.25% | 10.25% | ||||
6.875% Senior Secured Notes Due 2026 | |||||||
Class of Stock [Line Items] | |||||||
Make-whole payment on redemption of Series A Preferred Stock | 282.2 | ||||||
Debt early redemption premium expense | 19.3 | ||||||
6.875% Senior Secured Notes Due 2026 | Secured Debt | |||||||
Class of Stock [Line Items] | |||||||
Debt early redemption premium expense | $ 16.3 | $ 19.3 | |||||
Interest rate on debt instrument (as a percent) | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | 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 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) | 2 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Initial term of long-term performance obligation contracts | 10 years | |
Proportion of total units issued during fiscal year that are granted (as a percent) | 94% | |
Site improvements | ||
Class of Stock [Line Items] | ||
Weighted average amortization period (years) | 14 years | |
Building | ||
Class of Stock [Line Items] | ||
Weighted average amortization period (years) | 53 years | |
Minimum | Equipment | ||
Class of Stock [Line Items] | ||
Weighted average amortization period (years) | 3 years | |
Minimum | Computer software | ||
Class of Stock [Line Items] | ||
Amortization life (years) | 3 years | |
Maximum | ||
Class of Stock [Line Items] | ||
Term of lease | 8 years | |
Maximum | Equipment | ||
Class of Stock [Line Items] | ||
Weighted average amortization period (years) | 10 years | |
Maximum | Computer software | ||
Class of Stock [Line Items] | ||
Amortization life (years) | 8 years | |
Arithmetic Average | ||
Class of Stock [Line Items] | ||
Term of lease | 2 years |
Significant Accounting Polici_5
Significant Accounting Policies - Definite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Reacquired right | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (years) | 15 years |
Database | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (years) | 17 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (years) | 17 years |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (years) | 10 years |
Partnership agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (years) | 14 years |
Trademark | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (years) | 2 years |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 2,901.4 |
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 | $ 1,301.7 |
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 | $ 630 |
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 | $ 339.7 |
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 | $ 184.9 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 109.2 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 335.9 |
Period of remaining performance obligation |
Revenue - Timing of Revenue Rec
Revenue - Timing of Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue recognized | $ 2,224.6 | $ 2,165.6 | $ 1,738.7 |
Revenue recognized at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue recognized | 925 | 931.8 | 762.7 |
Revenue recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue recognized | $ 1,299.6 | $ 1,233.8 | $ 976 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 271.6 | $ 401.7 | $ 319.3 |
Short-term contract assets | 6.2 | 3.4 | 0.7 |
Long-term contract assets | 5.6 | 9.1 | 3.8 |
Short-term deferred revenue | 563.1 | 569.4 | 477.2 |
Long-term deferred revenue | $ 13.9 | $ 13.7 | $ 14.6 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Decrease in accounts receivable | $ 130.1 | ||
Increase (decrease) in deferred revenue during period | 6.1 | $ 91.3 | |
Revenues recognized that were included in deferred revenue | 496.4 | 428.9 | |
Increase (decrease) in contract asset | 8 | ||
Contract assets reclassified to receivables | $ 2.1 | ||
Commission assets, net of accumulated amortization | 143.7 | 116.1 | |
Amortization of commission assets | $ 37.2 | $ 27.1 | $ 17 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) employee | Dec. 31, 2021 USD ($) employee | Dec. 31, 2020 USD ($) employee | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 20.5 | $ 25.1 | $ 37.3 |
Severance costs | $ 14 | $ 18.9 | $ 9.9 |
Number of employees impacted | employee | 270 | 190 | 165 |
Contract termination, write-down of right-of-use assets and other exit costs | $ 6.5 | $ 6.2 | $ 27.4 |
Restructuring Charges - Restruc
Restructuring Charges - Restructuring Reserve and Utilization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Rollforward] | |||
Balance at beginning of period | $ 8 | $ 9.7 | $ 10.3 |
Restructuring charge | 15.9 | 18.9 | 15.8 |
Payments made during period | (16.4) | ||
Payments made during period | (16.9) | (20.6) | (16.5) |
Balance at end of period | 7 | 8 | 9.7 |
Severance and termination | |||
Restructuring Reserve [Rollforward] | |||
Balance at beginning of period | 4.7 | 2.6 | 5.8 |
Restructuring charge | 14 | 18.9 | 9.9 |
Payments made during period | (13.1) | ||
Payments made during period | (13.9) | (16.8) | |
Balance at end of period | 4.8 | 4.7 | 2.6 |
Contract termination and other exit costs | |||
Restructuring Reserve [Rollforward] | |||
Balance at beginning of period | 3.3 | 7.1 | 4.5 |
Restructuring charge | 1.9 | 0 | 5.9 |
Payments made during period | (3.3) | ||
Payments made during period | (3) | (3.8) | |
Balance at end of period | $ 2.2 | $ 3.3 | $ 7.1 |
Notes Payable and Indebtednes_2
Notes Payable and Indebtedness - Summary (Details) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Jan. 18, 2022 | Dec. 31, 2021 USD ($) | Dec. 20, 2021 | Dec. 31, 2020 | Feb. 08, 2019 | |
Debt maturing within one year: | ||||||
Principal amount | $ 32.7 | $ 28.1 | ||||
Debt issuance costs and discount | 0 | 0 | ||||
Carrying value | 32.7 | 28.1 | ||||
Debt maturing after one year: | ||||||
Principal amount | 3,613.9 | 3,794.8 | ||||
Debt issuance costs and discount | 61.7 | 78.1 | ||||
Carrying value | 3,552.2 | 3,716.7 | ||||
Total debt | ||||||
Principal amount | 3,646.6 | 3,822.9 | ||||
Debt issuance costs and discount | 61.7 | 78.1 | ||||
Carrying value | 3,584.9 | 3,744.8 | ||||
Term Loan Due 2026 | Line of Credit | Secured Debt | ||||||
Debt maturing within one year: | ||||||
Principal amount | 28.1 | 28.1 | ||||
Debt issuance costs and discount | 0 | 0 | ||||
Carrying value | 28.1 | 28.1 | ||||
Debt maturing after one year: | ||||||
Principal amount | 2,651.7 | 2,754.8 | ||||
Debt issuance costs and discount | 49.2 | 64.5 | ||||
Carrying value | 2,602.5 | 2,690.3 | ||||
Term Loan Due 2029 | Line of Credit | Secured Debt | ||||||
Debt maturing within one year: | ||||||
Principal amount | 4.6 | 0 | ||||
Debt issuance costs and discount | 0 | 0 | ||||
Carrying value | 4.6 | 0 | ||||
Debt maturing after one year: | ||||||
Principal amount | 451.9 | 0 | ||||
Debt issuance costs and discount | 6.5 | 0 | ||||
Carrying value | 445.4 | 0 | ||||
Revolving facility | Line of Credit | Revolving Credit Facility | ||||||
Debt maturing after one year: | ||||||
Principal amount | 50.3 | 160 | ||||
Debt issuance costs and discount | 0 | 0 | ||||
Carrying value | $ 50.3 | 160 | ||||
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% | |||||
5.000% Senior Unsecured Notes Due 2029 | Unsecured Debt Excluding Current Maturities | ||||||
Debt maturing after one year: | ||||||
Principal amount | $ 460 | 460 | ||||
Debt issuance costs and discount | 6 | 6.8 | ||||
Carrying value | $ 454 | $ 453.2 | ||||
5.000% Senior Unsecured Notes Due 2029 | Unsecured Debt | ||||||
Total debt | ||||||
Interest rate on debt instrument (as a percent) | 5% | 5% | 5% | |||
6.875% Senior Secured Notes Due 2026 | Secured Debt | ||||||
Debt maturing after one year: | ||||||
Principal amount | $ 0 | $ 420 | ||||
Debt issuance costs and discount | 0 | 6.8 | ||||
Carrying value | 0 | $ 413.2 | ||||
Total debt | ||||||
Carrying value | $ 413.3 | |||||
Interest rate on debt instrument (as a percent) | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% |
Notes Payable and Indebtednes_3
Notes Payable and Indebtedness - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||||
Sep. 15, 2022 | Jan. 18, 2022 | Jan. 27, 2021 | Jul. 06, 2020 | Feb. 08, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 02, 2022 | Dec. 20, 2021 | Mar. 30, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Gain (loss) on extinguishment of debt | $ (16,300,000) | $ (29,500,000) | $ (50,100,000) | ||||||||
Long-term debt, gross | 3,646,600,000 | 3,822,900,000 | |||||||||
Long-term debt | 3,584,900,000 | 3,744,800,000 | |||||||||
Interest Rate Swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notional amount of derivative | 1,250,000,000 | 1,000,000,000 | $ 250,000,000 | $ 1,000,000,000 | |||||||
Cross-currency swaps | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notional amount of derivative | 375,000,000 | ||||||||||
Standby Letters of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Contingent liabilities under open standby letters of credit and bank guarantees in favor of third parties | $ 11,800,000 | $ 13,500,000 | |||||||||
5.000% Senior Unsecured Notes Due 2029 | Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on debt instrument (as a percent) | 5% | 5% | 5% | ||||||||
Face amount of debt instrument | $ 460,000,000 | ||||||||||
Debt issuance costs | $ 6,900,000 | ||||||||||
10.250% Senior Unsecured Notes Due 2027 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment of call premium | $ 30,800,000 | ||||||||||
10.250% Senior Unsecured Notes Due 2027 | Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on debt instrument (as a percent) | 10.25% | 10.25% | 10.25% | ||||||||
Repurchased face amount of debt instrument | 450,000,000 | ||||||||||
Payment of call premium | 29,500,000 | $ 30,800,000 | |||||||||
Gain (loss) on extinguishment of debt | (42,000,000) | ||||||||||
Repayments of debt | 479,500,000 | ||||||||||
Long-term debt, gross | 437,500,000 | ||||||||||
Debt issuance costs | $ 12,500,000 | ||||||||||
6.875% Senior Secured Notes Due 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment of call premium | $ 19,300,000 | ||||||||||
6.875% Senior Secured Notes Due 2026 | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on debt instrument (as a percent) | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | |||||
Face amount of debt instrument | $ 700,000,000 | ||||||||||
Payment of call premium | $ 16,300,000 | $ 19,300,000 | |||||||||
Gain (loss) on extinguishment of debt | (23,000,000) | ||||||||||
Repayments of debt | 436,300,000 | ||||||||||
Repayments of secured debt | $ 420,000,000 | 420,000,000 | |||||||||
Long-term debt | 413,300,000 | ||||||||||
Debt issuance costs, net | $ 6,700,000 | ||||||||||
Revolving facility | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Effective interest rate (as a percent) | 7.574% | 3.104% | |||||||||
Credit facility, maximum borrowing capacity | $ 850,000,000 | ||||||||||
Available borrowing capacity | $ 799,700,000 | $ 690,000,000 | |||||||||
Revolving facility | Revolving Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term of debt instrument | 5 years | ||||||||||
Revolving facility | Revolving Credit Facility | Line of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, increase (decrease) | 0.25% | ||||||||||
Basis spread on variable rate (as a percent) | 3.25% | 3.50% | |||||||||
Term Loan Due 2026 | Secured Debt | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 75,000,000 | ||||||||||
Term of debt instrument | 7 years | ||||||||||
Term Loan Due 2029 | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | 460,000,000 | ||||||||||
Debt issuance costs | $ 7,400,000 | ||||||||||
Term Loan Due 2029 | Secured Debt | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term of debt instrument | 7 years | ||||||||||
Quarterly payment of principal (as a percent) | 1% | ||||||||||
Effective interest rate (as a percent) | 7.573% | ||||||||||
Term Loan Due 2029 | Secured Debt | Line of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 3.25% | ||||||||||
Incremental Term Loans | Secured Debt | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, increase (decrease) | 0.50% | ||||||||||
Incremental Term Loans | Secured Debt | Line of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 3.25% | ||||||||||
Incremental Term Loans | Secured Debt | Line of Credit | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 2.25% | ||||||||||
Incremental Term Loans | Secured Debt | Line of Credit | Step-Down | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 0.25% | ||||||||||
Term Loan Facility | Secured Debt | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Quarterly payment of principal (as a percent) | 1% | ||||||||||
Effective interest rate (as a percent) | 7.639% | 3.352% | |||||||||
Term Loan Facility | Secured Debt | Line of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 5% | 3.25% | 3.25% |
Notes Payable and Indebtednes_4
Notes Payable and Indebtedness - Maturities and Interest Payments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
2023 | |
Total debt and interest | $ 298 |
2024 | |
Total debt and interest | 295.5 |
2025 | |
Total debt and interest | 342.2 |
2026 | |
Total debt and interest | 2,677.6 |
2027 | |
Total debt and interest | 60.8 |
Thereafter | |
Total debt and interest | 973.9 |
Total | |
Total debt and interest | 4,648 |
Debt Outstanding As Of December 31, 2022 | |
2023 | |
Debt principal outstanding as of December 31, 2022 | 32.7 |
Interest | 265.3 |
2024 | |
Debt principal outstanding as of December 31, 2022 | 32.7 |
Interest | 262.8 |
2025 | |
Debt principal outstanding as of December 31, 2022 | 83 |
Interest | 259.2 |
2026 | |
Debt principal outstanding as of December 31, 2022 | 2,600.1 |
Interest | 77.5 |
2027 | |
Debt principal outstanding as of December 31, 2022 | 4.6 |
Interest | 56.2 |
Thereafter | |
Debt principal outstanding as of December 31, 2022 | 893.5 |
Interest | 80.4 |
Total | |
Debt principal and incremental Term Loan principal outstanding | 3,646.6 |
Interest | $ 1,001.4 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Facility - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Decrease in accounts receivable | [1] | $ (113.3) | $ 13.7 | $ 45.1 | |
Accounts receivable derecognized | 491.7 | ||||
Proceeds from accounts receivable sold | 491.7 | ||||
Liabilities | 5,963.5 | $ 6,251.9 | |||
Non-operating income (expense) – net | 3.8 | ||||
Recourse | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Liabilities | 0 | ||||
Asset Pledged as Collateral | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable | 123.5 | ||||
Asset-Backed Securities, Securitized Loans and Receivables | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Securitization facility, term | 3 years | ||||
Minimum | Asset-Backed Securities, Securitized Loans and Receivables | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Securitization facility, quarterly maximum borrowing capacity | $ 160 | 170 | |||
Maximum | Asset-Backed Securities, Securitized Loans and Receivables | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Securitization facility, quarterly maximum borrowing capacity | $ 215 | $ 215 | |||
[1]Net of the effect of acquisitions, see further details in Note 16. |
Leases - Right of Use Assets an
Leases - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use assets included in other non-current assets | $ 53.1 | $ 71.9 |
Short-term operating lease liabilities included in other accrued and current liabilities | 17.7 | 26 |
Long-term operating lease liabilities included in other non-current liabilities | 43.9 | 59.4 |
Total operating lease liabilities | $ 61.6 | $ 85.4 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other non-current assets (Note 17) | Other non-current assets (Note 17) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts Payable and Other Accrued Liabilities, Current | Accounts Payable and Other Accrued Liabilities, Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Accounts Payable and Other Accrued Liabilities, Current |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets recognized during period | $ 5.9 | $ 33.6 | ||
Operating lease liabilities recognized during period | 5.9 | 33.6 | ||
Impairment of operating leases | 2.6 | 1.9 | $ 17.5 | |
Cash paid for operating leases | 30.2 | $ 36.8 | $ 28.1 | |
Right of use assets | 4.1 | |||
Lease liabilities | $ 4.1 | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net of accumulated depreciation of $38.4 at December 31, 2022 and $27.5 at December 31, 2021 (Note 17) | |||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Other Accrued Liabilities, Current | |||
Subsequent Event | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease liabilities | $ 4.1 |
Leases - Operating Lease Cost a
Leases - Operating Lease Cost and Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease costs | $ 21.4 | $ 28.1 | $ 26.9 |
Variable lease costs | 5.8 | 5.1 | 3.1 |
Short-term lease costs | 1.3 | 1.6 | 0.4 |
Sublease income | (3.4) | (2.4) | (0.8) |
Total lease costs | $ 25.1 | $ 32.4 | $ 29.6 |
Leases - Maturity Analysis for
Leases - Maturity Analysis for Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 20.5 | |
2024 | 15.7 | |
2025 | 13.6 | |
2026 | 10.4 | |
2027 | 5.2 | |
Thereafter | 3.3 | |
Undiscounted cash flows | 68.7 | |
Less imputed interest | 7.1 | |
Total operating lease liabilities | $ 61.6 | $ 85.4 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information on Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 4 years 1 month 6 days | 4 years 3 months 18 days |
Weighted average discount rate (as a percent) | 5.10% | 5% |
Income Taxes - Income (Loss) be
Income Taxes - Income (Loss) before Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (266.6) | $ (266) | $ (401.1) |
Non-U.S | 239.4 | 220.8 | 174.7 |
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | $ (27.2) | $ (45.2) | $ (226.4) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax provision: | |||
U.S. Federal | $ 62.8 | $ 56.9 | $ (29.9) |
State and local | 11.8 | 13.8 | 7.2 |
Non-U.S. | 49.3 | 40.1 | 28 |
Total current tax provision | 123.9 | 110.8 | 5.3 |
Deferred tax provision: | |||
U.S. Federal | (94.1) | (92.6) | (100.7) |
State and local | (42.8) | 15.1 | (16.9) |
Non-U.S. | (15.8) | (9.9) | (0.1) |
Total deferred tax provision | (152.7) | (87.4) | (117.7) |
Provision (benefit) for income taxes | $ (28.8) | $ 23.4 | $ (112.4) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21% | 21% | 21% |
State and local taxes, net of U.S. Federal tax benefits | 123.20% | (58.00%) | 5.70% |
Nondeductible charges | (34.00%) | (5.30%) | (1.20%) |
Change in fair value of make-whole derivative liability | 0% | 0% | (3.00%) |
U.S. taxes on foreign income | (11.30%) | (9.50%) | (0.90%) |
Non-U.S. taxes | 65.70% | 23.20% | 3.60% |
Valuation allowance | (2.40%) | (2.90%) | (0.20%) |
Interest | (0.50%) | 0.50% | (0.20%) |
Tax credits and deductions | 32.60% | 30.40% | 6.70% |
Tax contingencies related to uncertain tax positions | (4.40%) | 0.70% | (0.80%) |
GILTI tax | (0.809) | (0.516) | (0.082) |
CARES Act | 0% | 0% | 25.50% |
Other | (3.00%) | (0.30%) | 1.60% |
Effective tax rate | 106% | (51.80%) | 49.60% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Income taxes paid | $ 143.8 | $ 81.9 | $ 118.2 | |
Income taxes refunded | 4 | 69.2 | 1.3 | |
Federal, state and local, and foreign tax loss carryforwards | 62.3 | 69.3 | ||
Federal, state and local, and foreign tax loss carryforwards not subject to expiration | 35.8 | |||
Federal, state and local, and foreign tax loss carryforwards subject to expiration | 26.5 | |||
Valuation allowances | 37 | 39.4 | ||
Unrecognized tax benefits | 18.9 | 18.6 | 18.9 | $ 17.1 |
Unrecognized tax benefits that would impact effective tax rate | 18.2 | |||
Interest expense related to unrecognized tax benefits | 0.8 | 0.8 | $ 0.6 | |
Accrued interest related to unrecognized tax benefits | 1.8 | 1.3 | ||
Net Operating Losses and Capital Loss Carryforwards | ||||
Income Tax Contingency [Line Items] | ||||
Valuation allowances | 36.5 | 38.8 | ||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Capital loss carryforwards | $ 11.9 | $ 13.3 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Operating losses | $ 62.3 | $ 69.3 |
Interest expense carryforward | 153.5 | 121.4 |
Bad debts | 5.1 | 5.3 |
Accrued expenses | 9.5 | 8.8 |
Capital loss and credit carryforwards | 15.4 | 15.7 |
Pension and postretirement benefits | 33.9 | 30.9 |
Foreign exchange | 9 | 0 |
ASC 842 - Lease liability | 16 | 20.8 |
Equity Compensation | 10.5 | 10.2 |
Other | 9.3 | 11.4 |
Total deferred tax assets | 324.5 | 293.8 |
Valuation allowance | (37) | (39.4) |
Net deferred tax assets | 287.5 | 254.4 |
Deferred tax liabilities: | ||
Intangibles | (1,230.8) | (1,388.3) |
Commission Assets | (35.6) | (29.1) |
Fixed assets | (12.5) | (5.1) |
ASC 842 - ROU asset | (15.1) | (19.1) |
Other | (1.2) | (1.5) |
Total deferred tax liabilities | (1,295.2) | (1,443.1) |
Net deferred tax (liabilities) assets | $ (1,007.7) | $ (1,188.7) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits at beginning of period | $ 18.6 | $ 18.9 | $ 17.1 |
Additions for current year’s tax positions | 1 | 0.5 | 2.3 |
Increase in prior years’ tax positions | 0.4 | 0.6 | 0.3 |
Settlements with taxing authority | (0.3) | (0.4) | |
Reduction due to expired statute of limitations | (0.8) | (1) | (0.8) |
Gross unrecognized tax benefits at end of period | $ 18.9 | $ 18.6 | $ 18.9 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial loss due to change in discount rate | $ 415 | $ 95 | ||
Actuarial gain from updates to assumed cash balance conversion interest rates and cash balance interest crediting rate | 10 | 6 | ||
Actuarial gain due to change in mortality assumptions | 50 | 5 | ||
Underfunded of unfunded accumulated benefit obligations | 147.8 | 166.6 | ||
Pension settlement charge | $ (2.1) | $ 0 | $ (0.6) | |
Recognition period of short-term fluctuations in fair value for market-related valuation of assets | 5 years | |||
Target asset allocations (as a percent) | 100% | 100% | ||
Maximum contributions per employee (as a percent) | 50% | |||
Employer matching contribution (as a percent) | 50% | |||
Employer matching contribution as a percent of employees' gross pay (as a percent) | 7% | |||
Net periodic benefit cost (credit) | $ 10.7 | $ 11.1 | $ 10.6 | |
Bisnode | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension liability | 87.4 | |||
Plan assets | 22 | |||
Executive | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit obligation for former executives | 5.1 | 6.5 | ||
Long-Term Pension and Postretirement Benefits | Executive | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit obligation for former executives | $ 4.5 | $ 5.9 | ||
Return-seeking assets | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 37% | 49% | ||
Return-seeking assets | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 25% | |||
Return-seeking assets | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 45% | |||
Return-seeking assets | Weighted Average | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 37% | |||
Liability-hedging assets | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 63% | 51% | ||
Liability-hedging assets | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 55% | |||
Liability-hedging assets | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 75% | |||
Liability-hedging assets | Weighted Average | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target asset allocations (as a percent) | 63% | |||
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial loss | $ (38) | |||
United States | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization period | 5 years | |||
United States | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization period | 20 years | |||
Foreign Plan | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization period | 4 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% | |||
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) | 5.50% | 6% | 6.50% | |
Employer contributions | $ 0 | |||
Expected future benefit payments in 2023 | $ 0 | 0 | ||
Qualified Plan | United States | Defined Benefit Plan, Unfunded Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Underfunded of unfunded accumulated benefit obligations | 99 | 105.4 | ||
Qualified Plan | United States | Venture Capital Fund | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Unfunded commitments | 0.1 | 0.1 | ||
Qualified Plan | United States | Credit Fund | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Unfunded commitments | 24.8 | 17.2 | ||
Qualified Plan | Foreign Plan | Defined Benefit Plan, Unfunded Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Underfunded of unfunded accumulated benefit obligations | 48.8 | 61.2 | ||
Qualified Plan | Foreign Plan | Defined Benefit Plan, Unfunded Plan | Bisnode | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Increase in underfunded accumulated benefit obligations | 18.8 | |||
Non-Qualified Plan | United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension settlement charge | 2.1 | $ 0.6 | ||
Pension plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial loss | $ (337.3) | $ (85.3) | ||
Weighted average expected long-term return on plan assets (as a percent) | 5.32% | 5.70% | 6.18% | |
Employer contributions | $ 7 | $ 7.5 | ||
Expected future benefit payments in 2023 | 101 | |||
Net periodic benefit cost (credit) | (40.9) | (48.1) | $ (44) | |
Pension plans | Foreign Plan | Forecast | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected employer contributions in 2023 | $ 6.4 | |||
Postretirement benefit obligations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial loss | (0.1) | (0.1) | ||
Employer contributions | 0.2 | 0.2 | ||
Expected future benefit payments in 2023 | 0.2 | |||
Net periodic benefit cost (credit) | $ (0.4) | $ (0.4) | $ (0.4) | |
Postretirement benefit obligations | Foreign Plan | Forecast | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected employer contributions in 2023 | $ 0.2 |
Pension and Postretirement Be_4
Pension and Postretirement Benefits - Changes in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | $ 1,696.4 | ||
Fair value of plan assets at end of year | 1,250.2 | $ 1,696.4 | |
Amounts recorded in the consolidated balance sheets: | |||
Prepaid pension assets | 4 | 36.6 | |
Long-term pension and postretirement benefits | (158.2) | (178.4) | |
Pension plans | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | (1,832.4) | (1,900.3) | |
Service cost | (3) | (5.2) | $ (1.8) |
Interest cost | (35.2) | (27.4) | (42.2) |
Benefits paid | 91.2 | 94.1 | |
Acquisitions | 0 | (87.4) | |
Plan amendment | 0.2 | 0.3 | |
Settlement | 8.4 | 0.1 | |
Plan participants' contributions | (0.9) | (0.9) | |
Actuarial (loss) gain | 337.3 | 85.3 | |
Effect of changes in foreign currency exchange rates | 34 | 9 | |
Benefit obligation at end of year | (1,400.4) | (1,832.4) | (1,900.3) |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 1,696.4 | 1,620.4 | |
Actual return on plan assets | (323.8) | 143.7 | |
Acquisitions | 0 | 22 | |
Employer contributions | 7 | 7.5 | |
Plan participants' contributions | 0.9 | 0.9 | |
Benefits paid | (91.2) | (94.1) | |
Settlement | (8.4) | 0 | |
Effect of changes in foreign currency exchange rates | (30.7) | (4) | |
Fair value of plan assets at end of year | 1,250.2 | 1,696.4 | 1,620.4 |
Net funded status of plan | (150.2) | (136) | |
Amounts recorded in the consolidated balance sheets: | |||
Prepaid pension assets | 4 | 36.6 | |
Short-term pension and postretirement benefits | (1.4) | (1.2) | |
Long-term pension and postretirement benefits | (152.8) | (171.4) | |
Net amount recognized | (150.2) | (136) | |
Accumulated benefit obligation | 1,393.4 | 1,819.3 | |
Amount recognized in accumulated other comprehensive loss consists of: | |||
Actuarial loss (gain) | 76.3 | 14.5 | |
Prior service cost (credit) | (0.1) | 0.1 | |
Total amount recognized - pretax | 76.2 | 14.6 | |
Postretirement benefit obligations | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | (1.3) | (1.6) | |
Service cost | 0 | 0 | 0 |
Interest cost | 0 | 0 | 0 |
Benefits paid | 0.2 | 0.2 | |
Acquisitions | 0 | 0 | |
Plan amendment | 0 | 0 | |
Settlement | 0 | 0 | |
Plan participants' contributions | 0 | 0 | |
Actuarial (loss) gain | 0.1 | 0.1 | |
Effect of changes in foreign currency exchange rates | 0 | 0 | |
Benefit obligation at end of year | (1) | (1.3) | (1.6) |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Acquisitions | 0 | 0 | |
Employer contributions | 0.2 | 0.2 | |
Plan participants' contributions | 0 | 0 | |
Benefits paid | (0.2) | (0.2) | |
Settlement | 0 | 0 | |
Effect of changes in foreign currency exchange rates | 0 | 0 | |
Fair value of plan assets at end of year | 0 | 0 | $ 0 |
Net funded status of plan | (1) | (1.3) | |
Amounts recorded in the consolidated balance sheets: | |||
Prepaid pension assets | 0 | 0 | |
Short-term pension and postretirement benefits | (0.2) | (0.2) | |
Long-term pension and postretirement benefits | (0.8) | (1.1) | |
Net amount recognized | (1) | (1.3) | |
Amount recognized in accumulated other comprehensive loss consists of: | |||
Actuarial loss (gain) | (0.1) | 0.1 | |
Prior service cost (credit) | (1.7) | (2.2) | |
Total amount recognized - pretax | $ (1.8) | $ (2.1) |
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, 2022 | Dec. 31, 2021 |
Postemployment Benefits [Abstract] | ||
Accumulated benefit obligation | $ 1,375.3 | $ 1,494.7 |
Fair value of plan assets | 1,227.5 | 1,328.1 |
Unfunded accumulated benefit obligation | 147.8 | 166.6 |
Projected benefit obligation | $ 1,381.7 | $ 1,500.8 |
Pension and Postretirement Be_6
Pension and Postretirement Benefits - Schedule of Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic cost (income) | $ 10.7 | $ 11.1 | $ 10.6 |
Pension plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 3 | 5.2 | 1.8 |
Interest cost | 35.2 | 27.4 | 42.2 |
Expected return on plan assets | (79.2) | (83) | (88) |
Amortization of prior service cost (credit) | 0 | 0 | 0 |
Amortization of actuarial loss (gain) | 0.1 | 2.3 | 0 |
Net periodic cost (income) | (40.9) | (48.1) | (44) |
Postretirement benefit obligations | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 0 | 0 | 0 |
Interest cost | 0 | 0 | 0 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost (credit) | (0.4) | (0.4) | (0.4) |
Amortization of actuarial loss (gain) | 0 | 0 | 0 |
Net periodic cost (income) | $ (0.4) | $ (0.4) | $ (0.4) |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) | |||
Net actuarial gain (loss), tax expense (benefit) | $ 15.6 | $ (38.3) | $ 32.2 |
Prior service credit (cost), tax benefit (expense) | 0.1 | (0.1) | 0.1 |
Amortization of actuarial (loss) gain, tax expense | 0.1 | 0.6 | |
Amortization of prior service (cost) credit, tax expense | (0.1) | (0.1) | (0.2) |
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) | (61.9) | 145.1 | (127.3) |
Prior service credit (cost) arising during the year, before tax benefit (expense) | 0.2 | 0.3 | (0.5) |
Amortization of actuarial (loss) gain, before tax benefit (expense) | (0.1) | (2.3) | 0 |
Amortization of prior service (cost) credit, before tax benefit (expense) | 0 | 0 | 0 |
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) | 0.2 | 0.1 | (0.4) |
Prior service credit (cost) arising during the year, before tax benefit (expense) | (0.1) | 0 | (0.1) |
Amortization of actuarial (loss) gain, before tax benefit (expense) | 0 | 0 | 0 |
Amortization of prior service (cost) credit, before tax benefit (expense) | $ 0.4 | $ 0.4 | $ 0.4 |
Pension and Postretirement Be_8
Pension and Postretirement Benefits - Weighted-Average Assumptions Used to Determine Projected Benefit Obligations and Periodic Benefit Cost (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Guaranteed minimum rate | 4.45% | 3% | |
Pension plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate for determining projected benefit obligation at December 31 | 4.83% | 2.38% | 1.98% |
Discount rate in effect for determining service cost | 1.64% | 1.89% | 2.10% |
Discount rate in effect for determining interest cost | 2.05% | 1.47% | 2.48% |
Weighted average expected long-term return on plan assets | 5.32% | 5.70% | 6.18% |
Rate of compensation increase for determining projected benefit obligation at December 31 | 2.89% | 2.88% | 3% |
Rate of compensation increase for determining net pension cost | 2.81% | 3.04% | 3% |
Pension plans | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest credit rates for cash balance | 4.45% | 4.45% | 4.45% |
Pension plans | Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest credit rates for cash balance | 3.94% | 3% | 3% |
Postretirement benefit obligations | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate for determining projected benefit obligation at December 31 | 4.70% | 1.80% | 1.20% |
Discount rate in effect for determining interest cost | 2% | 1.20% | 2.10% |
Pension and Postretirement Be_9
Pension and Postretirement Benefits - Plan Assets at Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 1,250.2 | $ 1,696.4 |
Total | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 795.7 | 985.3 |
Total | Short-term investment funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 9.1 | 16.7 |
Total | Total Aon Collective Investment Trust Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 786.6 | 968.6 |
Total | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 192.6 | 390.7 |
Total | Real estate funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 3 | 0.6 |
Total | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 591 | 577.3 |
Quoted prices in active markets for identical assets (Level I) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 795.7 | 985.3 |
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 | 9.1 | 16.7 |
Quoted prices in active markets for identical assets (Level I) | Total Aon Collective Investment Trust Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 786.6 | 968.6 |
Quoted prices in active markets for identical assets (Level I) | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 192.6 | 390.7 |
Quoted prices in active markets for identical assets (Level I) | Real estate funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 3 | 0.6 |
Quoted prices in active markets for identical assets (Level I) | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 591 | 577.3 |
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) | Total Aon Collective Investment Trust Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant other observable inputs (Level II) | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant other observable inputs (Level II) | Real estate funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant other observable inputs (Level II) | Fixed income 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) | Total Aon Collective Investment Trust Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant unobservable inputs (Level III) | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant unobservable inputs (Level III) | Real estate funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Significant unobservable inputs (Level III) | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Other Investments Measured at Net Asset Value | Total Aon Collective Investment Trust Funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 123.4 | 159.1 |
Other Investments Measured at Net Asset Value | Total other investments measured at net asset value | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 331.1 | 552 |
Other Investments Measured at Net Asset Value | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 99.8 | 155.1 |
Other Investments Measured at Net Asset Value | Venture Capital Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 7 | 5.3 |
Other Investments Measured at Net Asset Value | Other Non-U.S. commingled equity and fixed income | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 224.3 | $ 391.6 |
Pension and Postretirement B_10
Pension and Postretirement Benefits - Weighted Average Asset Allocations and Target Asset Allocations by Asset Category (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Asset allocations (as a percent) | 100% | 100% |
Target asset allocations (as a percent) | 100% | 100% |
Return-seeking assets | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset allocations (as a percent) | 43% | 52% |
Target asset allocations (as a percent) | 37% | 49% |
Liability-hedging assets | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset allocations (as a percent) | 57% | 48% |
Target asset allocations (as a percent) | 63% | 51% |
Pension and Postretirement B_11
Pension and Postretirement Benefits - Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Pension plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 101 |
2024 | 103.3 |
2025 | 104.8 |
2026 | 106.4 |
2027 | 108.1 |
2028 - 2032 | 545.7 |
Postretirement benefit obligations | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 0.2 |
2024 | 0.2 |
2025 | 0.2 |
2026 | 0.1 |
2027 | 0.1 |
2028 - 2032 | $ 0.2 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 05, 2022 d shares | Jul. 06, 2020 shares | Dec. 31, 2020 | Dec. 31, 2020 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of profit interest units granted (shares) | 15,867.81 | ||||||
Maximum contributions per employee (as a percent) | 50% | ||||||
2020 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock authorized for issuance (shares) | 40,000,000 | ||||||
Stock available for grant (shares) | 21,017,586 | ||||||
Stock-based compensation expense | $ | $ 66 | $ 33.3 | $ 45.1 | ||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected term | 4 years 6 months | 4 years | |||||
Vesting period (in years) | 10 years | ||||||
Share price threshold, percentage | 20% | ||||||
Threshold trading days | d | 20 | ||||||
Threshold trading day window | 30 days | ||||||
Unrecognized compensation expense of outstanding stock options | $ | $ 21.8 | ||||||
Period for recognition of unrecognized compensation cost related to unvested equity awards | 2 years 6 months | ||||||
Grant date fair value per share (USD per share) | $ / shares | $ 5.42 | $ 4.99 | |||||
Stock options | 2020 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 9.9 | $ 3 | $ 23 | ||||
Stock options | Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted (shares) | 4,914,868 | ||||||
Expected term | 10 years | ||||||
Vesting period (in years) | 3 years | ||||||
Restricted stock and restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted (shares) | 5,814,164 | ||||||
Period for recognition of unrecognized compensation cost related to unvested equity awards | 2 years 1 month 6 days | ||||||
Grant date fair value per share (USD per share) | $ / shares | $ 21.37 | $ 25.95 | |||||
Total unrecognized compensation cost related to unvested equity awards | $ | $ 73.3 | ||||||
Restricted stock and restricted stock units | 2020 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | 53.7 | $ 18.7 | $ 3.1 | ||||
Profit Interest Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity instruments other than options converted (shares) | 18,245.79 | ||||||
Common Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of equity instruments other than options issued upon conversion (shares) | 15,055,564 | 13,093,367 | |||||
Number of equity instruments other than options with vesting accelerated (shares) | 1,342,909 | ||||||
Acceleration charge | $ | $ 3.4 | ||||||
Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Minimum contributions per employee (as a percent) | 3% | ||||||
Maximum contributions per employee (as a percent) | 15% | ||||||
Holding period of ESPP employer contribution | 1 year | ||||||
Stock-based compensation expense | $ | $ 3 | $ 4 |
Stock Based Compensation - Comp
Stock Based Compensation - Components of Equity-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 66 | $ 33.3 | $ 45.1 |
Expected tax benefit | 7.3 | 3.6 | 6.4 |
Restricted stock and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected tax benefit | 2.4 | 0.9 | |
Restricted stock and restricted stock units | 2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 53.7 | 18.7 | 3.1 |
Expected tax benefit | 0.5 | 3.4 | 0.5 |
Stock options | 2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 9.9 | 3 | 23 |
Expected tax benefit | 6.8 | 0.2 | 5.9 |
Incentive units | 2020 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2.4 | $ 11.6 | $ 19 |
Stock Based Compensation - Valu
Stock Based Compensation - Valuation Assumptions (Details) - Stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield (as a percent) | 1.29% | 0% |
Expected stock price volatility (as a percent) | 33% | 28% |
Risk-free interest rate (as a percent) | 2.77% | 0.23% |
Expected life of option (in years) | 4 years 6 months | 4 years |
Grant date fair value per share (USD per share) | $ 5.42 | $ 4.99 |
Expected volatility based on historical volatility | 50% | |
Expected volatility based on leverage-adjusted volatility | 50% |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Options, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | ||
Number of options | ||
Balance at beginning of period (shares) | 6,380,000 | |
Granted (shares) | 4,914,868 | |
Forfeited (shares) | (200,000) | |
Exercised (shares) | 0 | |
Balance at end of period (shares) | 11,094,868 | 6,380,000 |
Weighted-average exercise price | ||
Balance at beginning of period (USD per share) | $ 22 | |
Granted (USD per share) | 15.89 | |
Forfeited (USD per share) | 22 | |
Exercised (USD per share) | 0 | |
Balance at end of period (USD per share) | $ 19.29 | $ 22 |
Expected to vest at end of period (shares) | 5,588,205 | |
Exercisable at end of period (shares) | 5,506,663 | |
Expected to vest at end of period (USD per share) | $ 16.63 | |
Exercisable at end of period (USD per share) | $ 22 | |
Weighted-average remaining contractual term (in years) | 6 years 9 months 18 days | 5 years 6 months |
Weighted average remaining contractual term (in years) of options expected to vest | 9 years | |
Weighted average remaining contractual term (in years) of options exercisable | 4 years 6 months | |
Aggregate intrinsic value | $ 0 | $ 0 |
Aggregate intrinsic value of options expected to vest | 0 | |
Aggregate intrinsic value of options exercisable | $ 0 | |
Restricted stock and restricted stock units | ||
Number of shares | ||
Balance at beginning of period (shares) | 2,757,839 | |
Granted (shares) | 5,814,164 | |
Forfeited (shares) | (572,278) | |
Vested (shares) | (992,042) | |
Balance at end of period (shares) | 7,007,683 | 2,757,839 |
Weighted-average grant date fair value | ||
Balance at beginning of period (USD per share) | $ 21.61 | |
Granted (USD per share) | 16.18 | |
Forfeited (USD per share) | 18.63 | |
Vested (USD per share) | 21.95 | |
Balance at end of period (USD per share) | $ 17.28 | $ 21.61 |
Weighted-average remaining contractual term (in years) | 1 year 2 months 12 days | 1 year 2 months 12 days |
Aggregate intrinsic value | $ 85.9 | $ 56.5 |
Restricted Stock and Common Stock | ||
Number of shares | ||
Balance at beginning of period (shares) | 3,826,569 | |
Distributed (shares) | (3,812,866) | |
Forfeited (shares) | (13,703) | |
Balance at end of period (shares) | 0 | 3,826,569 |
Weighted-average grant date fair value | ||
Balance at beginning of period (USD per share) | $ 2.95 | |
Distributed (USD per share) | 2.95 | |
Forfeited (USD per share) | 2.59 | |
Balance at end of period (USD per share) | $ 0 | $ 2.95 |
Expected to vest (shares) | 0 | |
Expected to vest (USD per share) | $ 0 | |
Weighted-average remaining contractual term (in years) | 0 years | 2 months 26 days |
Weighted average remaining contractual term, expected to vest (in years) | 0 years | |
Aggregate intrinsic value | $ 0 | $ 78.4 |
Aggregate intrinsic value, expected to vest | $ 0 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Restricted Stock and Restricted Stock Units and Restricted Stock and Common Stock Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted stock and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of shares vested | $ 15.8 | $ 6.8 | |
Tax benefit realized upon vesting | 2.4 | 0.9 | |
Restricted Stock and Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of shares vested | 60.1 | 96.7 | $ 147.3 |
Tax benefit realized upon vesting | $ 0 | $ 0 | $ 0 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc., basic | $ (2.3) | $ (71.7) | $ (180.6) |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc., diluted | $ (2.3) | $ (71.7) | $ (180.6) |
Weighted average number of shares outstanding - basic (shares) | 429,106,164 | 428,666,791 | 367,132,099 |
Weighted average number of shares outstanding - diluted (shares) | 429,106,164 | 428,666,791 | 367,132,099 |
Earnings (loss) per share of common stock: | |||
Basic (USD per share) | $ (0.01) | $ (0.17) | $ (0.49) |
Diluted (USD per share) | $ (0.01) | $ (0.17) | $ (0.49) |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of EPS (shares) | 9,618,019 | 1,092,148 | 179,870 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Common Stock Issued and Outstanding (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock Issued [Roll Forward] | |||||
Common shares issued as of beginning of period (shares) | 432,070,999 | 423,418,131 | |||
Common shares outstanding as of beginning of period (shares) | 431,197,782 | 422,952,228 | |||
Shares issued (shares) | 5,335,911 | 9,438,167 | 5,335,911 | 9,177,810 | |
Shares forfeited (shares) | (816,166) | (1,192,613) | (802,463) | (524,942) | |
Treasury shares (shares) | (886,920) | (873,217) | (886,920) | (873,217) | (465,903) |
Treasury shares issued (shares) | 260,357 | ||||
Treasury shares, forfeited (shares) | (13,703) | (667,671) | |||
Common shares issued as of end of period (shares) | 436,604,447 | 432,070,999 | 436,604,447 | 432,070,999 | 423,418,131 |
Common shares outstanding as of end of period (shares) | 435,717,527 | 431,197,782 | 435,717,527 | 431,197,782 | 422,952,228 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Dividends (Details) - $ / shares | Oct. 27, 2022 | Jul. 28, 2022 |
Earnings Per Share [Abstract] | ||
Dividends declared, amount per share (usd per share) | $ 0.05 | $ 0.05 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) € in Millions, $ in Millions, SFr in Billions | 12 Months Ended | |||||||||||||
Feb. 02, 2023 USD ($) | Jul. 15, 2022 USD ($) tranche | Apr. 28, 2022 USD ($) tranche | Apr. 13, 2022 USD ($) tranche | Mar. 02, 2022 USD ($) | Mar. 30, 2021 USD ($) | Jan. 08, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 15, 2022 EUR (€) tranche | Apr. 28, 2022 EUR (€) tranche | Apr. 13, 2022 EUR (€) tranche | Dec. 31, 2020 CHF (SFr) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Accumulated unrealized gains on foreign exchange contracts | $ 3.5 | $ 1.9 | $ 2 | |||||||||||
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | Nonoperating Income (Expense) | ||||||||||||
Derivative, Loss, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | Nonoperating Income (Expense) | ||||||||||||
Realized gains on foreign exchange contracts | $ 34.1 | $ 11.4 | 17.4 | |||||||||||
Realized losses on foreign exchange contracts | 48.2 | 10.1 | 9.7 | |||||||||||
Accumulated unrealized losses on foreign exchange contracts | $ 0.3 | 0.7 | 0.9 | |||||||||||
Termination of derivative, cash received | $ 14.2 | $ 5.8 | ||||||||||||
Derivative liability, right to reclaim cash | $ 125 | |||||||||||||
Dividends payable | € | € 124 | |||||||||||||
Reclassification period | 12 months | |||||||||||||
Interest rate swaps | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Termination of derivative, cash received | $ 1.6 | |||||||||||||
Maximum | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Estimated net amount to be transferred | 53 | |||||||||||||
Interest Rate Swap | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Term of derivative contract | 3 years | 3 years | ||||||||||||
Notional amount of derivative | $ 250 | $ 1,000 | 1,250 | 1,000 | ||||||||||
Derivative, fixed interest rate | 1.629% | 0.467% | ||||||||||||
Interest Rate Swap | Subsequent Event | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Term of derivative contract | 3 years | |||||||||||||
Notional amount of derivative | $ 1,500 | |||||||||||||
Derivative, fixed interest rate | 3.695% | |||||||||||||
Foreign Exchange Contract | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Notional amount of derivative | 455.1 | 448.5 | SFr 4.8 | |||||||||||
Accumulated unrealized gains on foreign exchange contracts | $ 23.5 | |||||||||||||
Realized gains on foreign exchange contracts | $ 21 | |||||||||||||
Realized losses on foreign exchange contracts | $ 2.5 | |||||||||||||
Cross-currency swaps | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Notional amount of derivative | 375 | |||||||||||||
Number of derivative instruments | tranche | 3 | 3 | 3 | 3 | 3 | 3 | ||||||||
Derivative, notional amount, amount per tranche | $ 125 | $ 125 | $ 125 | € 124 | € 119 | € 116 | ||||||||
Derivative payments | $ 3.3 | |||||||||||||
Cross-currency swaps | Tranche 1 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Term of derivative contract | 2 years | 2 years | 2 years | |||||||||||
Derivative, fixed interest rate | 2.205% | 2.187% | 1.92% | 2.205% | 2.187% | 1.92% | ||||||||
Cross-currency swaps | Tranche 2 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Term of derivative contract | 3 years | 3 years | 3 years | |||||||||||
Derivative, fixed interest rate | 1.883% | 1.997% | 1.73% | 1.883% | 1.997% | 1.73% | ||||||||
Cross-currency swaps | Tranche 3 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Term of derivative contract | 4 years | 4 years | 4 years | |||||||||||
Derivative, fixed interest rate | 1.723% | 1.855% | 1.55% | 1.723% | 1.855% | 1.55% | ||||||||
Cross-currency swaps | Tranche 3 | Euro Member Countries, Euro | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Derivative, fixed interest rate | 0% | 0% | 0% | 0% | 0% | 0% |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Derivative Instruments in Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 69.2 | $ 12 |
Liability derivatives | 17.4 | 0.7 |
Derivatives designated as hedging instruments: | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 65.7 | 10.1 |
Liability derivatives | 17.1 | 0 |
Derivatives designated as hedging instruments: | Other current assets | Interest rate swaps | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 65.7 | 10.1 |
Derivatives designated as hedging instruments: | Other current assets | Cross-currency swaps | Net Investment Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0 | 0 |
Derivatives designated as hedging instruments: | Other accrued & current liabilities | Interest rate swaps | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 0 | 0 |
Derivatives designated as hedging instruments: | Other accrued & current liabilities | Cross-currency swaps | Net Investment Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 17.1 | 0 |
Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 3.5 | 1.9 |
Liability derivatives | 0.3 | 0.7 |
Derivatives not designated as hedging instruments: | Other current assets | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 3.5 | 1.9 |
Derivatives not designated as hedging instruments: | Other accrued & current liabilities | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 0.3 | $ 0.7 |
Financial Instruments - Effect
Financial Instruments - Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest rate swaps | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain or (loss) reclassified from accumulated OCI into income | $ 13.2 | $ (3.4) | $ (2.8) |
Amount of gain (loss) recognized in income on derivatives | 13.2 | (3.4) | (2.8) |
Interest rate swaps | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of pre-tax gain or (loss) recognized in OCI on derivative | 55.6 | 11.1 | 0.9 |
Cross-currency swaps | Net Investment Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of pre-tax gain or (loss) recognized in OCI on derivative | 2.9 | 0 | 0 |
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 | 0 | (32.8) |
Foreign exchange collar | Non-operating income (expenses) – net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in income on derivatives | 0 | (2.5) | 23.5 |
Foreign exchange forward contracts | Non-operating income (expenses) – net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in income on derivatives | $ (12.1) | $ 1.4 | $ 9 |
Financial Instruments - Assets
Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents | $ 0.9 | $ 1.7 |
Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 3.5 | 1.9 |
Liabilities: | ||
Derivative liability | 0.3 | 0.7 |
Swap arrangements | ||
Assets: | ||
Derivative asset | 65.7 | 10.1 |
Liabilities: | ||
Derivative liability | 17.1 | |
Quoted prices in active markets for identical assets (Level I) | ||
Assets: | ||
Cash equivalents | 0.9 | 1.7 |
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) | Swap arrangements | ||
Assets: | ||
Derivative asset | 0 | 0 |
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 | 3.5 | 1.9 |
Liabilities: | ||
Derivative liability | 0.3 | 0.7 |
Significant other observable inputs (Level II) | Swap arrangements | ||
Assets: | ||
Derivative asset | 65.7 | 10.1 |
Liabilities: | ||
Derivative liability | 17.1 | |
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) | Swap arrangements | ||
Assets: | ||
Derivative asset | 0 | $ 0 |
Liabilities: | ||
Derivative liability | $ 0 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amount and Estimated Fair Value of Asset (Liability) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 | Dec. 20, 2021 | Dec. 31, 2020 | Feb. 08, 2019 |
5.000% Senior Unsecured Notes Due 2029 | Unsecured Debt | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest rate on debt instrument (as a percent) | 5% | 5% | 5% | |||
6.875% Senior Secured Notes Due 2026 | Secured Debt | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest rate on debt instrument (as a percent) | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% |
Carrying amount | Long-term Debt | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value disclosure of debt instrument | $ 454 | $ 866.4 | ||||
Carrying amount | Revolving facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value disclosure of debt instrument | 50.3 | 160 | ||||
Carrying amount | Term Loan Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value disclosure of debt instrument | 3,080.6 | 2,718.4 | ||||
Fair value | Long-term Debt | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value disclosure of debt instrument | 390.9 | 924.5 | ||||
Fair value | Revolving facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value disclosure of debt instrument | 49.9 | 162.7 | ||||
Fair value | Term Loan Facility | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value disclosure of debt instrument | $ 3,085.9 | $ 2,840.7 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 3,745.3 | $ 3,583.9 | $ 1,577.3 |
Other comprehensive income (loss) before reclassifications | (113.3) | 33.1 | (72.1) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (9.6) | 4.3 | 1.8 |
Balance at end of period | 3,508.4 | 3,745.3 | 3,583.9 |
Total | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (57.1) | (94.5) | (24.2) |
Balance at end of period | (180) | (57.1) | (94.5) |
Foreign currency translation adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (52.6) | 26.2 | 0.9 |
Other comprehensive income (loss) before reclassifications | (119.7) | (78.8) | 25.3 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 |
Balance at end of period | (172.3) | (52.6) | 26.2 |
Net investment hedge derivative | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | 2 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 |
Balance at end of period | 2 | 0 | 0 |
Defined benefit pension plans | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (11.9) | (120.3) | (24) |
Other comprehensive income (loss) before reclassifications | (46.3) | 107 | (96) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0.1 | 1.4 | (0.3) |
Balance at end of period | (58.1) | (11.9) | (120.3) |
Cash flow hedge derivative | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 7.4 | (0.4) | (1.1) |
Other comprehensive income (loss) before reclassifications | 50.7 | 4.9 | (1.4) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (9.7) | 2.9 | 2.1 |
Balance at end of period | $ 48.4 | $ 7.4 | $ (0.4) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassifications (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reclassifications out of AOCI [Line Items] | |||
Other income (expense)- net | $ 13.9 | $ 14.9 | $ (11.6) |
Interest expense | 193.2 | 206.4 | 271.1 |
Tax benefit (expense) | 28.8 | (23.4) | 112.4 |
Net income (loss) | 4.1 | (65.9) | (111.6) |
Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassifications out of AOCI [Line Items] | |||
Interest expense | (13.2) | 3.9 | 2.8 |
Total before tax | (13) | 5.8 | 2.4 |
Tax benefit (expense) | 3.4 | (1.5) | (0.6) |
Net income (loss) | (9.6) | 4.3 | 1.8 |
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) | (0.4) |
Amortization of actuarial gain/loss | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassifications out of AOCI [Line Items] | |||
Other income (expense)- net | $ 0.1 | $ 2.3 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | 19 Months Ended | |||||||||
Nov. 15, 2021 | Nov. 05, 2021 | Jan. 08, 2021 | Sep. 11, 2020 | Mar. 11, 2020 | Jan. 07, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 15, 2023 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Transaction costs | $ 23.4 | $ 14.1 | $ 14.1 | ||||||||
Transaction costs | $ 0.2 | ||||||||||
Reacquired right | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average amortization period (years) | 15 years | ||||||||||
Eyeota | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest acquired (as a percent) | 100% | ||||||||||
Consideration transferred | $ 172.4 | ||||||||||
Net working capital adjustment | $ 0.1 | ||||||||||
Transaction costs | 3 | ||||||||||
Weighted average amortization period (years) | 10 years 1 month 6 days | ||||||||||
Net increase of goodwill | $ 0.2 | ||||||||||
Eyeota | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization life (years) | 14 years | ||||||||||
Eyeota | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization life (years) | 2 years | ||||||||||
NetWise | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest acquired (as a percent) | 100% | ||||||||||
Consideration transferred | $ 69.8 | ||||||||||
Net working capital adjustment | $ 0.4 | ||||||||||
Transaction costs | $ 0.4 | ||||||||||
Weighted average amortization period (years) | 13 years 2 months 12 days | ||||||||||
Net increase of goodwill | $ 3.6 | ||||||||||
Payments to acquire business | $ 62.9 | ||||||||||
Payment due | 19 months | ||||||||||
NetWise | Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 6.9 | ||||||||||
NetWise | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization life (years) | 15 years | ||||||||||
NetWise | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization life (years) | 2 years | ||||||||||
Bisnode | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest acquired (as a percent) | 100% | ||||||||||
Consideration transferred | $ 805.8 | ||||||||||
Weighted average amortization period (years) | 13 years 7 months 6 days | ||||||||||
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 | ||||||||||
Increase in goodwill during period | 7 | ||||||||||
Bisnode | Term Loan Due 2026 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from borrowings on lines of credit | $ 300 | ||||||||||
Bisnode | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average amortization period (years) | 15 years | ||||||||||
Bisnode | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average amortization period (years) | 6 years | ||||||||||
Bisnode | Customer Relationships Reclassed to Reacquired Right | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible assets: | $ 64.7 | ||||||||||
Bisnode | Reacquired right | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization life (years) | 15 years | ||||||||||
Weighted average amortization period (years) | 15 years | ||||||||||
Intangible assets: | $ 270 | $ 271 | |||||||||
Orb | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest acquired (as a percent) | 100% | ||||||||||
Consideration transferred | $ 11.6 | ||||||||||
coAction.com | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 9.6 | ||||||||||
Payments to acquire business | $ 4.8 | $ 4.8 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||||||
Nov. 15, 2021 | Nov. 05, 2021 | Jan. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Initial purchase price allocation: | |||||||||
Goodwill | $ 3,493.3 | $ 2,857.9 | $ 3,431.3 | $ 2,857.9 | |||||
Eyeota | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 2 years | ||||||||
Initial purchase price allocation: | |||||||||
Cash | 7.1 | 7.1 | |||||||
Accounts receivable | 9.3 | 9.3 | |||||||
Other | 0.5 | 0.5 | |||||||
Total current assets | 16.9 | 16.9 | |||||||
Goodwill | 138.3 | 138.5 | |||||||
Total assets acquired | 190.2 | 190.4 | |||||||
Deferred tax liability | 5.9 | 5.9 | |||||||
Other liabilities | 12 | 12.1 | |||||||
Total liabilities assumed | 17.9 | 18 | |||||||
Total purchase price | 172.3 | 172.4 | |||||||
Measurement period adjustments | |||||||||
Cash | 0 | ||||||||
Accounts receivable | 0 | ||||||||
Other current assets | 0 | ||||||||
Total current assets | 0 | ||||||||
Goodwill | 0.2 | ||||||||
Total assets acquired | 0.2 | ||||||||
Deferred tax liability | 0 | ||||||||
Other liabilities | 0.1 | ||||||||
Total liabilities assumed | 0.1 | ||||||||
Total purchase price | 0.1 | ||||||||
NetWise | |||||||||
Initial purchase price allocation: | |||||||||
Cash | 2.6 | 2.6 | |||||||
Accounts receivable | 2.6 | 2.6 | |||||||
Other | 0.4 | 0.4 | |||||||
Total current assets | 5.6 | 5.6 | |||||||
Goodwill | 2.2 | 2.2 | |||||||
Total assets acquired | 41.9 | 45.5 | |||||||
Deferred tax liability | 71 | 74.6 | |||||||
Other liabilities | 1.2 | 4.4 | |||||||
Total liabilities assumed | 69.8 | 70.2 | |||||||
Measurement period adjustments | |||||||||
Cash | 0 | ||||||||
Accounts receivable | 0 | ||||||||
Other current assets | 0 | ||||||||
Total current assets | 0 | ||||||||
Goodwill | 0 | ||||||||
Total assets acquired | 3.6 | ||||||||
Deferred tax liability | 3.6 | ||||||||
Other liabilities | 3.2 | ||||||||
Total liabilities assumed | 0.4 | ||||||||
Bisnode | |||||||||
Initial purchase price allocation: | |||||||||
Cash | 29.9 | $ 29.9 | |||||||
Accounts receivable | 61 | 61 | |||||||
Other | 13.1 | 13.1 | |||||||
Total current assets | 104 | 104 | |||||||
Property, plant & equipment | 3.5 | 3.5 | |||||||
Goodwill | 495.4 | 488.4 | |||||||
Right of use asset | 27.4 | 26.7 | |||||||
Other | 2.9 | 5.2 | |||||||
Total assets acquired | 1,186.2 | 1,185.8 | |||||||
Accounts payable | 17.5 | 17.5 | |||||||
Deferred revenue | 80.6 | 80.6 | |||||||
Accrued payroll | 20.7 | 20.7 | |||||||
Accrued income tax and other tax liabilities | 17.1 | 17.1 | |||||||
Short-term lease liability | 8.6 | 8.4 | |||||||
Other current liabilities | 23.7 | 23.7 | |||||||
Total current liabilities | 168.2 | 168 | |||||||
Long-term pension and postretirement obligations | 65.4 | 65.4 | |||||||
Deferred tax liability | 127.8 | 127.6 | |||||||
Long-term lease liability | 18.2 | 18.2 | |||||||
Other liabilities | 0.8 | 0.8 | |||||||
Total liabilities assumed | 380.4 | 380 | |||||||
Total purchase price | 805.8 | 805.8 | |||||||
Measurement period adjustments | |||||||||
Cash | 0 | ||||||||
Accounts receivable | 0 | ||||||||
Other current assets | 0 | ||||||||
Total current assets | 0 | ||||||||
Property, plant & equipment | 0 | ||||||||
Goodwill | 7 | ||||||||
Right of use asset | 0.7 | ||||||||
Other | (2.3) | ||||||||
Total assets acquired | 0.4 | ||||||||
Long-term lease liability | 0 | ||||||||
Accounts payable | 0 | ||||||||
Deferred revenue | 0 | ||||||||
Accrued payroll | 0 | ||||||||
Accrued income tax and other tax liabilities | 0 | ||||||||
Short-term lease liability | 0.2 | ||||||||
Other current liabilities | 0 | ||||||||
Total current liabilities | 0.2 | ||||||||
Long-term pension and postretirement obligations | 0 | ||||||||
Deferred tax liability | 0.2 | ||||||||
Other liabilities | 0 | ||||||||
Total liabilities assumed | 0.4 | ||||||||
Total consideration | 0 | ||||||||
Orb Intelligence & coAction.com | |||||||||
Initial 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 | |||||||||
Cash | 0 | ||||||||
Accounts receivable | 0 | ||||||||
Other current assets | 0.1 | ||||||||
Total current assets | 0.1 | ||||||||
Goodwill | 0.2 | ||||||||
Deferred tax asset | 0 | ||||||||
Total assets acquired | 0.3 | ||||||||
Total liabilities assumed | 0.2 | ||||||||
Total purchase price | 0.1 | ||||||||
Reacquired right | Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 15 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 270 | 271 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | (1) | ||||||||
Database | NetWise | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 3 years | ||||||||
Database | Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 12 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 111 | 116 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | (5) | ||||||||
Customer relationships | Eyeota | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 14 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 20 | 20 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | 0 | ||||||||
Customer relationships | NetWise | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 15 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 19.8 | 19.8 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | 0 | ||||||||
Customer relationships | Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 10 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 108 | 106 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | 2 | ||||||||
Customer relationships | Orb Intelligence & coAction.com | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 7 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 2.4 | $ 2.4 | 2.4 | ||||||
Measurement period adjustments | |||||||||
Intangible assets: | 0 | ||||||||
Technology | Eyeota | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 5 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 14 | 14 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | 0 | ||||||||
Technology | NetWise | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 5 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 1.3 | 1.3 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | 0 | ||||||||
Technology | Bisnode | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 14 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 64 | $ 65 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | (1) | ||||||||
Technology | Orb Intelligence & coAction.com | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 11 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 6.8 | $ 6.8 | $ 6.8 | ||||||
Measurement period adjustments | |||||||||
Intangible assets: | $ 0 | ||||||||
Trademark | Eyeota | |||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | 1 | 1 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | 0 | ||||||||
Trademark | NetWise | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization life (years) | 2 years | ||||||||
Initial purchase price allocation: | |||||||||
Intangible assets: | $ 0.2 | 0.2 | |||||||
Measurement period adjustments | |||||||||
Intangible assets: | $ 0 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Revenue | $ 2,224.6 | $ 2,165.6 | $ 1,738.7 |
Total pro forma revenue | 2,210.1 | 2,113 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), basic | (2.3) | (71.7) | (180.6) |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | $ (2.3) | (71.7) | (180.6) |
Bisnode | |||
Business Acquisition [Line Items] | |||
Revenue | 4.6 | 400 | |
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (68.2) | (178.1) | |
Bisnode | Pre-acquisition Revenue Adjustment | |||
Business Acquisition [Line Items] | |||
Revenue | 0 | (21) | |
Bisnode | Adjustments To Revenue Received from Acquiree | |||
Business Acquisition [Line Items] | |||
Revenue | 0 | (43) | |
Bisnode | Pre-acquisition net income (loss) | |||
Business Acquisition [Line Items] | |||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), basic | 0.8 | 57.2 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | 0.8 | 57.2 | |
Bisnode | 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), basic | (1.1) | (56.8) | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | (1.1) | (56.8) | |
Bisnode | Write off related to pre-existing relationship - net of tax benefits | |||
Business Acquisition [Line Items] | |||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), basic | 2.3 | (2.3) | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | 2.3 | (2.3) | |
Bisnode | Transaction costs - net of tax benefits | |||
Business Acquisition [Line Items] | |||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), basic | 3 | 3.5 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | 3 | 3.5 | |
Eyeota | |||
Business Acquisition [Line Items] | |||
Revenue | 31.5 | 31.5 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), basic | (0.3) | (0.3) | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | (0.3) | (0.3) | |
NetWise | |||
Business Acquisition [Line Items] | |||
Revenue | 8.4 | 6.8 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), basic | (1.2) | 1.2 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor), diluted | $ (1.2) | $ 1.2 |
Supplemental Financial Data - O
Supplemental Financial Data - Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Right of use assets | $ 53.1 | $ 71.9 |
Prepaid pension assets | 4 | 36.6 |
Investments | 24.9 | 27.2 |
Other non-current assets | 46.2 | 36.9 |
Total | $ 128.2 | $ 172.6 |
Supplemental Financial Data -_2
Supplemental Financial Data - Other Accrued and Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued operating costs | $ 122.1 | $ 113.5 | |
Accrued interest expense | 4.3 | 12.6 | |
Short-term lease liability | 17.7 | 26 | |
Accrued income tax | 13.2 | 16.4 | |
Accrued liability related to the purchase of non-controlling interest | 93.7 | 0 | |
Other accrued liabilities | 65.8 | $ 23.2 | 29.8 |
Total | $ 316.8 | $ 198.3 |
Supplemental Financial Data -_3
Supplemental Financial Data - Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred revenue - long term | $ 13.9 | $ 13.7 | $ 14.6 |
U.S. tax liability associated with the 2017 Act | 39.3 | 44.6 | |
Long-term lease liability | 43.9 | 59.4 | |
Liabilities for unrecognized tax benefits | 20 | 19.2 | |
Other | 9.7 | 7.8 | |
Total | $ 126.8 | $ 144.7 |
Supplemental Financial Data - P
Supplemental Financial Data - Property, Plant and Equipment - Net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - net | $ 96.9 | $ 96.8 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7.7 | 7.7 |
Building and building improvement | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 63.3 | 61.8 |
Less: accumulated depreciation | 2.4 | 0.7 |
Property, plant and equipment - net | 60.9 | 61.1 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 48.1 | 38.2 |
Less: accumulated depreciation | 27 | 19.5 |
Property, plant and equipment - net | 21.1 | 18.7 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16.2 | 16.6 |
Less: accumulated depreciation | 9 | 7.3 |
Property, plant and equipment - net | $ 7.2 | $ 9.3 |
Supplemental Financial Data - N
Supplemental Financial Data - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 01, 2022 | Jun. 30, 2021 | Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 13.1 | $ 11.9 | $ 9.5 | |||
Asset impairment charges | 0.4 | 0.2 | $ 4.4 | |||
Purchase of non-controlling equity interest | $ 815.4 | $ 169.1 | ||||
Other accrued and current liabilities | $ 23.2 | 65.8 | $ 29.8 | |||
Foreign exchange loss | 4.3 | |||||
Remaining liability | 93.7 | |||||
Cumulative translation adjustment | 3.8 | |||||
Additional Paid-in Capital | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Purchase of non-controlling equity interest | $ 73.8 | |||||
Office Building In Jacksonville, FL | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capital expenditures | $ 76.6 | |||||
Asset acquisition, transaction cost | $ 0.1 |
Supplemental Financial Data - S
Supplemental Financial Data - Schedule of Asset Acquisition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | |
Building | ||
Asset Acquisition [Line Items] | ||
Weighted average amortization period (years) | 53 years | |
Site improvements | ||
Asset Acquisition [Line Items] | ||
Weighted average amortization period (years) | 14 years | |
Office Building In Jacksonville, FL | ||
Asset Acquisition [Line Items] | ||
Purchase price allocation | $ 76.6 | |
Office Building In Jacksonville, FL | In place lease intangibles | ||
Asset Acquisition [Line Items] | ||
Amortization life (years) | 9 years | |
Purchase price allocation | $ 7.1 | |
Office Building In Jacksonville, FL | Land | ||
Asset Acquisition [Line Items] | ||
Purchase price allocation | $ 7.7 | |
Office Building In Jacksonville, FL | Building | ||
Asset Acquisition [Line Items] | ||
Weighted average amortization period (years) | 53 years | |
Purchase price allocation | $ 57.3 | |
Office Building In Jacksonville, FL | Site improvements | ||
Asset Acquisition [Line Items] | ||
Weighted average amortization period (years) | 14 years | |
Purchase price allocation | $ 2 | |
Office Building In Jacksonville, FL | Tenant improvements | ||
Asset Acquisition [Line Items] | ||
Weighted average amortization period (years) | 9 years | |
Purchase price allocation | $ 2.5 |
Supplemental Financial Data - C
Supplemental Financial Data - Computer Software and Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Computer software | ||
Balance at beginning of period | $ 557.4 | $ 437 |
Acquisitions | 0 | 79.3 |
Additions at cost | 220.1 | 173.9 |
Amortization | (124.4) | (113.3) |
Impairment / Write-off | (1.3) | (4.3) |
Other | (20) | (15.2) |
Balance at end of period | 631.8 | 557.4 |
Goodwill | ||
Balance at beginning of period | 3,493.3 | 2,857.9 |
Acquisition | 1.3 | 675.6 |
Impairment / Write-off | 0 | 0 |
Other | (63.3) | (40.2) |
Balance at end of period | $ 3,431.3 | $ 3,493.3 |
Supplemental Financial Data -_4
Supplemental Financial Data - Other Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Amortization | $ (449.7) | $ (490.7) | |
WWN Relationship Transfer | $ 0 | ||
Balance at end of period | 3,671.9 | ||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 1,280 | 1,275.8 | |
Additions at cost | 0 | 4.2 | |
Other | 0 | 0 | |
Balance at end of period | 1,280 | 1,280 | |
Total | |||
Balance at beginning of period | 4,824.5 | 4,814.8 | |
Acquisitions | 532.4 | ||
Additions at cost | 0.7 | 11.8 | |
Amortization | (449.7) | (490.7) | |
Other | (55.4) | (43.8) | |
Balance at end of period | 4,320.1 | 4,824.5 | |
In-place lease intangibles | 7.1 | ||
Acquisitions | 4.2 | ||
Noncash or part noncash acquisition, intangible assets acquired | 15 | 7.9 | |
Accounts Payable and Accrued Liabilities | |||
Total | |||
Noncash or part noncash acquisition, intangible assets acquired | 10.3 | 0.9 | |
Other Noncurrent Liabilities | |||
Total | |||
Noncash or part noncash acquisition, intangible assets acquired | 4.7 | 2.5 | |
Deferred Income Tax | |||
Total | |||
Noncash or part noncash acquisition, intangible assets acquired | 4.5 | ||
Customer relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 1,793.3 | 1,912.9 | |
Acquisitions | 147.8 | ||
Additions at cost | 0 | 0 | |
Amortization | (240.3) | (259) | |
Other | (16.3) | (8.4) | |
Balance at end of period | 1,536.7 | 1,793.3 | |
Total | |||
Amortization | (240.3) | (259) | |
Accumulated amortization of intangibles | 988.9 | 755.1 | |
Reacquired rights | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 284.7 | 0 | |
Acquisitions | 270 | ||
Additions at cost | 0 | 0 | |
Amortization | (18.7) | (26.6) | |
WWN Relationship Transfer | 64.7 | ||
Other | (20.5) | (23.4) | |
Balance at end of period | 245.5 | 284.7 | |
Total | |||
Amortization | (18.7) | (26.6) | |
Accumulated amortization of intangibles | 42.6 | 25.6 | |
Database | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 1,285.1 | 1,369.4 | |
Acquisitions | 113.2 | ||
Additions at cost | 0 | 0 | |
Amortization | (173.8) | (188.6) | |
Other | (11.3) | (8.9) | |
Balance at end of period | 1,100 | 1,285.1 | |
Total | |||
Amortization | (173.8) | (188.6) | |
Accumulated amortization of intangibles | 711.4 | 540.4 | |
Other intangibles | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 181.4 | 256.7 | |
Acquisitions | 1.4 | ||
Additions at cost | 0.7 | 7.6 | |
Amortization | (16.9) | (16.5) | |
WWN Relationship Transfer | $ (64.7) | ||
Other | (7.3) | (3.1) | |
Balance at end of period | 157.9 | 181.4 | |
Total | |||
Amortization | (16.9) | (16.5) | |
Accumulated amortization of intangibles | $ 59.1 | $ 44.2 |
Supplemental Financial Data - F
Supplemental Financial Data - Future Amortization of Intangibles (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
2023 | $ 566.5 | ||
2024 | 528.2 | ||
2025 | 484.5 | ||
2026 | 412.9 | ||
2027 | 355 | ||
Thereafter | 1,324.8 | ||
Total | 3,671.9 | ||
Computer software | |||
Finite-Lived Intangible Assets [Line Items] | |||
2023 | 146.6 | ||
2024 | 140.2 | ||
2025 | 128.2 | ||
2026 | 87.8 | ||
2027 | 61.1 | ||
Thereafter | 67.9 | ||
Total | 631.8 | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
2023 | 223.2 | ||
2024 | 205.2 | ||
2025 | 187.4 | ||
2026 | 169.6 | ||
2027 | 151.8 | ||
Thereafter | 599.5 | ||
Total | 1,536.7 | $ 1,793.3 | $ 1,912.9 |
Reacquired rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
2023 | 18.8 | ||
2024 | 18.8 | ||
2025 | 18.8 | ||
2026 | 18.8 | ||
2027 | 18.8 | ||
Thereafter | 151.5 | ||
Total | 245.5 | 284.7 | 0 |
Database | |||
Finite-Lived Intangible Assets [Line Items] | |||
2023 | 161.3 | ||
2024 | 147.9 | ||
2025 | 134 | ||
2026 | 120.7 | ||
2027 | 107.5 | ||
Thereafter | 428.6 | ||
Total | 1,100 | 1,285.1 | 1,369.4 |
Other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
2023 | 16.6 | ||
2024 | 16.1 | ||
2025 | 16.1 | ||
2026 | 16 | ||
2027 | 15.8 | ||
Thereafter | 77.3 | ||
Total | $ 157.9 | $ 181.4 | $ 256.7 |
Supplemental Financial Data - A
Supplemental Financial Data - Allowance for Credit Risks (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 16.5 | $ 11.4 | $ 7.6 |
Additions charged to costs and expenses | 5.4 | 12.3 | 8.1 |
Write-offs | (9.3) | (8.3) | (5.8) |
Recoveries | 2.2 | 1.4 | 1.8 |
Other | (0.5) | (0.3) | (0.3) |
Balance at end of period | $ 14.3 | $ 16.5 | $ 11.4 |
Supplemental Financial Data - D
Supplemental Financial Data - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Additions charged (credited) to costs and expenses | $ 0.6 | $ 4.2 | |
Additions charged (credited) due to foreign currency fluctuations | (3) | (1.6) | |
Additions charged (credited) to other accounts | 0 | 0.2 | |
Balance at end of period | 37 | ||
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 39.4 | 36.6 | $ 33.8 |
Additions charged (credited) to costs and expenses | 0.5 | ||
Additions charged (credited) due to foreign currency fluctuations | 2.3 | ||
Additions charged (credited) to other accounts | 0 | ||
Balance at end of period | $ 39.4 | $ 36.6 |
Supplemental Financial Data -_5
Supplemental Financial Data - Other Income (Expense) - Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Jul. 06, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 18, 2022 | Dec. 20, 2021 | Feb. 08, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Non-operating pension income (expense) | $ 42.2 | $ 53.7 | $ 46.2 | ||||
Change in fair value of make-whole derivative liability | 0 | 0 | (32.8) | ||||
Debt redemption premium | (16.3) | (29.5) | (50.1) | ||||
Miscellaneous other income (expense) – net | (12) | (9.3) | 25.1 | ||||
Other income (expense) – net | 13.9 | $ 14.9 | $ (11.6) | ||||
10.250% Senior Unsecured Notes Due 2027 | |||||||
Valuation Allowance [Line Items] | |||||||
Payment of call premium | $ 30.8 | ||||||
10.250% Senior Unsecured Notes Due 2027 | Unsecured Debt | |||||||
Valuation Allowance [Line Items] | |||||||
Interest rate on debt instrument (as a percent) | 10.25% | 10.25% | 10.25% | ||||
Payment of call premium | $ 29.5 | $ 30.8 | |||||
6.875% Senior Secured Notes Due 2026 | |||||||
Valuation Allowance [Line Items] | |||||||
Payment of call premium | $ 19.3 | ||||||
6.875% Senior Secured Notes Due 2026 | Secured Debt | |||||||
Valuation Allowance [Line Items] | |||||||
Interest rate on debt instrument (as a percent) | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | |
Payment of call premium | $ 16.3 | $ 19.3 |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Nov. 30, 2021 | Jan. 08, 2021 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 2 | ||
Bisnode | |||
Segment Reporting Information [Line Items] | |||
Ownership interest acquired (as a percent) | 100% | ||
Eyeota/NetWise | |||
Segment Reporting Information [Line Items] | |||
Ownership interest acquired (as a percent) | 100% |
Segment Information - Schedule
Segment Information - Schedule of Revenue and Operating Income (Loss) by Segment (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 2,224.6 | $ 2,165.6 | $ 1,738.7 | |
Revenue adjustment | 4.8 | |||
Deferred revenue purchase accounting adjustments | 21.1 | |||
Adjusted EBITDA: | 863.5 | 847.1 | 711.4 | |
Depreciation and amortization | (587.2) | (615.9) | (537.8) | |
Interest expense - net | (191) | (205.7) | (270.4) | |
Dividends allocated to preferred stockholders | 0 | 0 | (64.1) | |
Benefit (provision) for income taxes | 28.8 | (23.4) | 112.4 | |
Other income (expense) - net | 13.9 | 14.9 | (11.6) | |
Equity in net income of affiliates | 2.5 | 2.7 | 2.4 | |
Net income (loss) attributable to non-controlling interest | (6.4) | (5.8) | (4.9) | |
Equity-based compensation | (66) | (33.3) | (45.1) | |
Restructuring charges | (20.5) | (25.1) | (37.3) | |
Merger and acquisition-related operating costs | (23.4) | (14.1) | (14.1) | |
Transition costs | (24.4) | (11.6) | (31.9) | |
Other adjustments | 7.9 | (1.5) | 10.4 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. | (2.3) | (71.7) | (180.6) | |
Depreciation and amortization | 587.2 | 615.9 | 537.8 | |
Capital expenditures: | 12.6 | 86.3 | 7.8 | |
Additions to computer software and other intangibles: | 205.3 | 170.7 | 115.2 | |
In-place lease intangibles | 7.1 | |||
Office Building In Jacksonville, FL | ||||
Segment Reporting Information [Line Items] | ||||
Consideration transferred | $ 76.6 | |||
In-place lease intangibles | 7.1 | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | (86.4) | (72.3) | (54.6) | |
Depreciation and amortization | 86.4 | 72.3 | 54.6 | |
Capital expenditures: | 12.5 | 86.2 | 7.7 | |
Additions to computer software and other intangibles: | 192.3 | 169.8 | 113.8 | |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | (4.8) | (21.1) | |
Adjusted EBITDA: | (56.7) | (62.3) | (75.8) | |
Depreciation and amortization | (500.8) | (543.6) | (483.2) | |
Depreciation and amortization | 500.8 | 543.6 | 483.2 | |
Capital expenditures: | 0.1 | 0.1 | 0.1 | |
Additions to computer software and other intangibles: | 13 | 0.9 | 1.4 | |
North America | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,587.1 | 1,499.4 | 1,460 | |
Adjusted EBITDA: | 718 | 715.3 | 696.2 | |
Depreciation and amortization | (71.4) | (60.2) | (46.3) | |
Depreciation and amortization | 71.4 | 60.2 | 46.3 | |
Capital expenditures: | 8.5 | 81.1 | 1.9 | |
Additions to computer software and other intangibles: | 161.8 | 144 | 107.4 | |
International | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 637.5 | 671 | 299.8 | |
Adjusted EBITDA: | 202.2 | 194.1 | 91 | |
Depreciation and amortization | (15) | (12.1) | (8.3) | |
Depreciation and amortization | 15 | 12.1 | 8.3 | |
Capital expenditures: | 4 | 5.1 | 5.8 | |
Additions to computer software and other intangibles: | $ 30.5 | $ 25.8 | $ 6.4 |
Segment Information - Assets an
Segment Information - Assets and Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | |||
Assets: | $ 9,471.9 | $ 9,997.2 | |
Goodwill | 3,431.3 | 3,493.3 | $ 2,857.9 |
Other intangibles: | 4,320.1 | 4,824.5 | $ 4,814.8 |
Other long-lived assets (excluding deferred income tax): | 1,000.6 | 942.9 | |
Total long-lived assets | 8,752 | 9,260.7 | |
North America | |||
Segment Reporting Information [Line Items] | |||
Assets: | 7,919.4 | 8,232.2 | |
Goodwill | 2,929.6 | 2,928.4 | |
Other intangibles: | 3,805.7 | 4,186.2 | |
Other long-lived assets (excluding deferred income tax): | 809.1 | 713.4 | |
International | |||
Segment Reporting Information [Line Items] | |||
Assets: | 1,552.5 | 1,765 | |
Goodwill | 501.7 | 564.9 | |
Other intangibles: | 514.4 | 638.3 | |
Other long-lived assets (excluding deferred income tax): | $ 191.5 | $ 229.5 |
Segment Information - Supplemen
Segment Information - Supplemental Geographic and Customer Solution Set Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 2,224.6 | $ 2,165.6 | $ 1,738.7 |
Finance & Risk | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,286 | 1,262.8 | 1,044.4 |
Sales & Marketing | |||
Segment Reporting Information [Line Items] | |||
Revenue | 938.6 | 902.8 | 694.3 |
Operating Segments | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,587.1 | 1,499.4 | 1,460 |
Operating Segments | North America | Finance & Risk | |||
Segment Reporting Information [Line Items] | |||
Revenue | 866.9 | 834.7 | 811.2 |
Operating Segments | North America | Sales & Marketing | |||
Segment Reporting Information [Line Items] | |||
Revenue | 720.2 | 664.7 | 648.8 |
Operating Segments | International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 637.5 | 671 | 299.8 |
Operating Segments | International | Finance & Risk | |||
Segment Reporting Information [Line Items] | |||
Revenue | 419.1 | 430.3 | 244 |
Operating Segments | International | Sales & Marketing | |||
Segment Reporting Information [Line Items] | |||
Revenue | 218.4 | 240.7 | 55.8 |
Corporate and other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | (4.8) | (21.1) |
Corporate and other | Finance & Risk | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | (2.2) | (10.8) |
Corporate and other | Sales & Marketing | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 0 | $ (2.6) | $ (10.3) |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 06, 2020 USD ($) shares | Jun. 30, 2020 $ / shares shares | Jan. 01, 2020 | Sep. 30, 2021 | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) director $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 13, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Stock issued (shares) | shares | 108,506,312 | |||||||||
Gross proceeds from sale of stock | $ 2,381 | |||||||||
Stock options | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock options granted during period (shares) | shares | 4,914,868 | |||||||||
Exercise price of stock options granted during period (USD per share) | $ / shares | $ 15.89 | |||||||||
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 | |||||||||
Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of directors designated by related parties | director | 5 | |||||||||
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 | Black Knight Inc. | Private Placement | Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Gross proceeds from sale of stock | $ 100 | |||||||||
Affiliated Entity | Cannae Holdings | Private Placement | Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Gross proceeds from sale of stock | 200 | |||||||||
Affiliated Entity | CC Capital | Private Placement | Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Gross proceeds from sale of stock | $ 100 | |||||||||
Affiliated Entity | Products, Data and Professional Services | Black Knight Inc. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of service agreement | 5 years | |||||||||
Related party transaction, revenue to be recognized from transactions with related party | $ 24 | |||||||||
Related party transaction, cost to be recognized from transactions with related party | $ 34 | |||||||||
Expenses from transactions with related party | $ 2 | $ 1.9 | ||||||||
Revenue from related parties | 4.6 | 4.5 | ||||||||
Due to related parties | 2.6 | 3.4 | ||||||||
Affiliated Entity | Products, Data and Professional Services | Black Knight Inc. | Other Prepaid | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 2.7 | 2.6 | ||||||||
Affiliated Entity | Products, Data and Professional Services | Black Knight Inc. | Contract With Customer, Liability, Current | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 0.8 | 0.2 | ||||||||
Affiliated Entity | Products, Data and Professional Services | Black Knight Inc. | Accounts Payable and Accrued Liabilities | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 0.9 | 0.9 | ||||||||
Affiliated Entity | Products, Data and Professional Services | Black Knight Inc. | Other Noncurrent Liabilities | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 1.7 | 2.5 | ||||||||
Affiliated Entity | Data License and Risk Management Solution Services | Paysafe Limited | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of service agreement | 10 years | |||||||||
Revenue from related parties | 10.4 | 4.5 | ||||||||
Related party transaction, service agreement, cancellation notice term | 90 days | |||||||||
Due from related parties | 0.1 | 1.2 | ||||||||
Affiliated Entity | Data License and Risk Management Solution Services | Paysafe Limited | Accounts Receivable | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due from related parties | $ 3.6 | $ 4.1 | ||||||||
Chief Operating Officer | Paysafe Limited | FLORIDA | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of lease | 63 months | |||||||||
Chief Operating Officer | Lease Cost | Paysafe Limited | FLORIDA | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total rental payments | $ 4.2 | |||||||||
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 | Trasimene Capital Management, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of service agreement | 3 years | |||||||||
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] | ||||||||||
Transaction fee valuation rate (as a percent) | 1% | |||||||||
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 |
Contractual Obligations - Narra
Contractual Obligations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 2,091.1 | |
Technology, Data and Other Service Agreements | ||
Other Commitments [Line Items] | ||
Unrecorded unconditional purchase obligation | 1,599 | |
Worldwide Network Alliance Agreements | ||
Other Commitments [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 492 | |
Worldwide Network Alliance Agreements | Minimum | ||
Other Commitments [Line Items] | ||
Term for commercial services agreement | 5 years | |
Worldwide Network Alliance 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, 2022 USD ($) |
Commitments to purchase obligations | |
2023 | $ 356.7 |
2024 | 276.1 |
2025 | 251.3 |
2026 | 253.9 |
2027 | 216.9 |
Thereafter | 736.2 |
Total | $ 2,091.1 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 09, 2023 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash dividends declared (in usd per share) | $ 0.05 |