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March 27, 1996
OFICS Filer Support
Mail Stop 0-7
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
RE: File No. 1-7155 - Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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Gentlemen:
Pursuant to the rules of the Securities Exchange Act of 1934 as amended,
enclosed is one copy of The Dun & Bradstreet Corporation's Annual Report on Form
10-K for the year ended December 31, 1995. As an electronic filer, one paper
copy is enclosed for backup. As required, adequate funds are available to cover
the fee. In accordance with the SEC's previous request, three additional annual
reports have been enclosed.
Please acknowledge receipt of the report by stamping and returning the enclosed
copy of this letter.
Very truly yours,
/s/ Stuart J. Goldshein
Stuart J. Goldshein
SGJ:sw
Enclosures
sec/
Receipt of the above described material is hereby acknowledged.
Securities and Exchange Commission
Date: By:
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the Transition Period From ___________to ______________.
Commission file number 1-7155.
The Dun & Bradstreet Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-2740040
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(State of incorporation) (I.R.S. Employer Identification No.)
187 Danbury Road, Wilton, Connecticut 06897
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203)834-4200.
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange
on which registered
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Common Stock, par value $1 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
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As of January 31, 1996, 169,578,948 shares of Common Stock of The Dun &
Bradstreet Corporation were outstanding and the aggregate market value of such
Common Stock held by nonaffiliates (based upon its closing transaction price on
the Composite Tape on such date) was approximately $11,023 million.
(Continued)
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Documents Incorporated by Reference
PART I
ITEM -Business Dun & Bradstreet Business Segments, 1995,
Pages 31 and 32, Note 16 Operations by
Business Segments and page 32, Note 17
Operations by Geographic Area, of the 1995
Annual Report.
PART II
ITEM 5 -Market for the Registrant Page 14, Financial Review,
Common Equity and Related of the 1995 Annual Report.
Stockholder Matters
ITEM 6 -Selected Financial Data Pages 34 and 35, Ten-Year Selected
Financial Data, of the 1995 Annual Report.
ITEM 7 -Management's Discussion Pages 9 to 14, Financial Review,
and Analysis of Financial of the 1995 Annual Report.
Condition and Results of
Operations
ITEM -Financial Statements and Pages 16 to 35 of the 1995 Annual Report.
Supplementary Data
PART III
ITEM 10 -Directors and Executive Pages 2 to 4 of the Company's Proxy
Officers of the Registrant Statement dated March 8, 1996.
ITEM 11 -Executive Compensation Pages 8 to 18 of the Company's Proxy
Statement dated March 8, 1996.
ITEM 12 -Security Ownership of Pages 18 to 20 of the Company's Proxy
Certain Beneficial Statement dated March 8, 1996.
Owners and Management
ITEM 13 -Certain Relationships Pages 18 to 20 of the Company's Proxy
and Related Transactions Statement dated March 8, 1996.
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The Index to Exhibits is located on Pages 22 to 24.
PART I
As used in this report, except where the context indicates otherwise,
the term "Company" means The Dun & Bradstreet Corporation and all subsidiaries
consolidated in the financial statements contained herein.
ITEM 1. BUSINESS
(a)(1) The Dun & Bradstreet Corporation was incorporated under the
laws of the State of Delaware on February 6, 1973 and became the parent holding
company of Dun & Bradstreet, Inc. and its subsidiaries on June 1, 1973.
Dun & Bradstreet, Inc. was incorporated under the laws of the State of
Delaware in 1930 and is the successor to a business commenced in 1841.
On January 9, 1996, the Company announced a plan to reorganize into
three public independent companies by spinning off, through a tax-free
distribution, two of its businesses to shareholders. The three companies will
be: Cognizant Corporation, consisting of IMS International, Gartner Group,
Nielsen Media Research, Pilot Software and Erisco; The Dun & Bradstreet
Corporation, consisting of Dun & Bradstreet Information Services, Moody's
Investors Service, and Reuben H. Donnelley; and A. C. Nielsen, the marketer of
information, analysis and insight to the worldwide consumer-products and
services industry. In connection with the reorganization, several other
divisions, such as Dun & Bradstreet Software and American Credit Indemnity, will
be divested. The distribution is subject to final approval by the Company's
board of directors and obtaining a ruling from the Internal Revenue Service with
respect to the tax-free treatment of the distribution. The Company expects to
complete the reorganization by the end of 1996.
(2) Not applicable.
(b)(1) The response to this item is incorporated herein by reference
to Note 16 Operations by Business Segments on Pages 31 to 32 of the 1995
Annual Report.
(2) Not applicable.
(c)(1) The Dun & Bradstreet Corporation is a non-operating holding
company whose revenue is derived primarily from dividends received from its
subsidiaries. Reference should be made to EXHIBIT B, List of Active Subsidiaries
as of January 31, 1996, which describes the Company's subsidiaries. A
descriptive narrative of the Company's business segments follows item (d).
The number of full-time equivalent employees at December 31, 1995 was
approximately 49,500.
(d) The response to this item is incorporated herein by reference to
Note 17 Operations by Geographic Area on Page 32 of the 1995 Annual Report.
The Company is the world's leading marketer of information, software
and services for business decision-making. Its operations can be divided into
five business segments: Marketing Information Services, Risk Management and
Business Marketing Information Services, Software Services, Directory
Information Services and Other Business Services. A narrative description of the
Company's operations by business segment follows.
MARKETING INFORMATION SERVICES
IMS International, Inc.
IMS International, Inc. (IMS) provides information and decision support
services to the pharmaceutical and healthcare industries. IMS' principal
services are sales territory reports, national pharmaceutical-sales audits and
national medical audits, as well as a multinational data analysis system. Within
each of these product classes, individual country-level reports may differ in
one or more important characteristics depending on the circumstances of local
pharmaceutical sales and distribution. IMS' reports are provided in printed
format, as well as on-line and as part of electronic customer-site workstations.
IMS provides information services covering over 70 countries and maintains
offices in 57 countries on six continents, with 62% of total revenue generated
outside the U.S. In 1995, IMS continued its expansion into developing markets in
Eastern Europe and Asia, growing revenues by 30% in these areas. New product
sales were also initiated in China and India.
Sales-territory reports measure the effectiveness of pharmaceutical
companies' sales forces, by product and product group within a geographic
configuration tailored to each client's needs. IMS sales-territory reports are
available in 25 countries and account for approximately 40% of IMS' worldwide
revenues.
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Pharmaceutical audits are syndicated reports which measure sales of
pharmaceutical products for an entire national market and are primarily used by
pharmaceutical companies to understand market dynamics and plan effective
business strategies.Pharmaceutical audits are available in over 65 countries.
National medical audits are syndicated reports utilizing data from
physician practices to provide information on how pharmaceutical products are
used, including patient and doctor details, diagnosis and drug therapy. Medical
audits are available in over 40 countries.
In 1995, Sales Technologies, Inc., a wholly owned subsidiary of Dun &
Bradstreet, was refocused on the healthcare industry and became an operating
unit of IMS. Sales Technologies is a leader in sales automation solutions and
develops, installs, and supports networked systems that enable pharmaceutical,
healthcare, and consumer packaged goods organizations to improve sales force
effectiveness, productivity, communication and customer satisfaction.
In the U.S., IMS launched Xplorer, a customized client/server decision
support system that integrates customers' internal sales and marketing data with
IMS and other external data. IMS also launched MediVal to assist in the
management and resolution of Medicaid rebate disputes between states and
pharmaceutical manufacturers. IMS acquired Decision Surveys International Ltd.,
a South African company involved in pharmaceutical market research.
The raw data from which IMS' services are generated are derived either
from statistically selected panels of drugstores, hospitals, physicians, etc.,
or from activities such as warehouse shipments or wholesalers' sales data. To
protect privacy, no individual patient is identified in any IMS medical
database. IMS has generally well-established relationships with the sources
required to create its databases and in many cases has historical connections
with the trade associations and professional associations involved.
All major pharmaceutical companies are customers of IMS, and many of
the companies subscribe to reports and services in several countries. The scope
of IMS' customer base enables it to avoid dependence on any single customer.
While the services offered by IMS are in many ways unique in their
scope and completeness, there is competition in many countries in which it
operates from other market research firms, direct mail information service
firms, as well as the in-house capabilities of its customers. Competition has
generally arisen on a country-by-country basis, but one company now provides
information services to the pharmaceutical industry in a number of countries.
However, no competitor has the global presence nor offers the range of services
that IMS is able to deliver.
A. C. Nielsen
A. C. Nielsen (ACN) is the worldwide leader in the marketing research
industry. Offering a full range of services to customers in 88 countries around
the globe, ACN provides its customers with marketing information, applications
and analysis for understanding and making critical decisions about their
products and their markets. Given ACN's geographic reach and comprehensive scope
of services, ACN is in a unique position within the industry to help its
customers succeed within a global marketplace. Today, more than three quarters
of ACN's revenues are generated outside the United States.
ACN holds a global leadership position across a wide spectrum of
research services. These services include: ACN's Retail Measurement Services,
Worldwide Consumer Panel, Marketing and Sales Applications, Merchandising
Services, Customized Research Services, Modeling and Analytic Services, Retailer
Services and Information Delivery Services. Internationally, ACN also offers a
range of Media Services to its clients.
ACN's Retail Measurement Service, the cornerstone of the ACN portfolio
of products, remains the industry standard in delivering quality data to
customers on product movement and related causal information in six continents.
Introduced in 1933, ACN's original Food and Drug Indices soon became the
industry measurement tool for understanding the dynamics of product sales. Over
the years, technology has dramatically improved ACN's ability to collect and
analyze information from retailers and consumers. The availability of scanning
technology in retail outlets around the world has broadened both the scope and
capabilities of ACN's original retail indices. ACN Retail Measurement Services
are available in over 65 countries.
With its worldwide network of research services, ACN also assists
retailers and manufacturers in better understanding, differences in consumer
behavior on a market-by-market basis. ACN's Worldwide Consumer Panel is the
largest in the world and is continuing to expand globally. In 1995, three new
countries were added to the panel (Canada, South Africa and France), bringing
the total number of countries in which there are ACN Consumer Panels to 15.
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Through ACN's information delivery services, ACN customers can retrieve
data and analyze information on their business. Available in major languages
around the world, ACN's INF*ACT workstation is a Windows-based platform for data
retrieval and analysis. Used by over 1,800 companies, with 20,000+ installations
worldwide, ACN's workstations provide a foundation for a variety of advanced
analytical applications. Spotlight is an expert system that enables users to
access ACN's databases and find the most important facts related to volume and
share changes for a brand. SPACEMAN offers a family of space management products
that provide a hierarchy of integrated solutions for analyzing merchandising
variables and producing automated "planograms". Now in over 20 countries,
SPACEMAN is available in 10 languages and is used by over 10,000 manufacturers
and retailers, representing 2,000 different companies.
ACN also offers customized research services internationally across a
wide range of industries, particularly in ACN's Asia/Pacific region. Strategic
alliances with other research firms such as Millward Brown in Asia/Pacific have
further increased the breadth of ACN's customized research capabilities.
ACN's products and services are subject to direct and indirect
competition from rival marketing research, information services and analytic
consulting firms, as well as the in-house operations of a number of large
manufacturers and publishers. There are five major competitors worldwide, but
none has the global depth and breadth of coverage that ACN provides.
Nielsen Media
Nielsen Media measures television audiences and reports this and
related information to advertisers, advertising agencies, syndicators, broadcast
networks, cable networks, cable operators, television stations and station
representatives in order to increase the effectiveness of television advertising
and programming. This syndicated information is offered on a subscription basis.
Custom or ad-hoc analyses of the data are also offered. The information is then
used by subscribers to buy, sell, plan and price television time and to make
programming and scheduling decisions.
In 1995, advertisers spent approximately $35.8 billion on television
advertising, including $2.6 billion on cable television advertising, according
to McCann-Erickson Worldwide, to bring a variety of programs and advertising
messages to approximately 95.9 million U.S. television households. These data
underscore the need for television stations, networks, advertisers, advertising
agencies and others to obtain reports on how many households and types of people
are reached by such programming.
Nielsen Media measures television audiences and reports data through
six services: Nielsen Television Index, Nielsen Syndication Services, Nielsen
Homevideo Index, Nielsen Station Index, Nielsen Hispanic Television Index and
Nielsen Hispanic Station Index. Nielsen Television Index provides daily audience
measurement and demographic estimates for all national broadcast
network-television programs through the use of the Nielsen People Meter. Nielsen
Syndication Services provides reports and services on both the local and
national levels to the program syndication segment of the television industry.
Nielsen Homevideo Index provides viewing measurement of cable, pay cable and
other newer television technologies. Nielsen Station Index provides television
audience measurement information in over 200 local markets and daily information
in 33 markets through set meters in the U.S. Nielsen Hispanic Television Index
provides viewing measurement of national Hispanic audiences, while Nielsen
Hispanic Station Index provides viewing measurement of local Hispanic audiences.
Nielsen Media has maintained a strong leadership position in relation
to its competitors. Arbitron, a former competitor, discontinued its syndicated
broadcast and cable television ratings service as of December 31, 1993. A
television ratings project funded by the Committee on Nationwide Television
Audience Measurement (CONTAM) and designed and operated by Statistical Research,
Inc. (SRI), is developing a national television ratings laboratory. Installation
of a test sample has begun in Philadelphia, PA for completion in 1996. This
sample will be used to produce test data in 1996. Recently, the NBC Television
Network asked SRI for a business plan for the creation of a national measurement
system that could provide an alternative to the Nielsen service.
This project could give rise to a national competitor in the next few years.
On the local level, ADCOM, an emerging competitor, has announced plans
to offer individual cable system measurement. A coalition of station owners may
issue a "request for proposal" for a new local ratings service that would
potentially compete with the Nielsen Station Index. Arbitron continues to
develop its passive people meter technology and could use this to re-enter the
television audience measurement business. Indirectly, on both a national and
local basis, competition stems from other marketing research services offering
product movement and television audience data and services.
During 1995, Nielsen Media again expanded its local market television
services and continued to invest to enhance product value, technical
competencies and data quality. Significant investments are being made to
transition the company from its present mainframe-based systems to a new
flexible client/server architecture for data collection, processing and
delivery. In addition, Nielsen Media is developing a new metering system to
enable measurement of program viewing in the emerging digital television
environment. The United States Patent and Trademark Office has awarded Nielsen
Media a patent on this metering approach. This new system will use codes, which
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are imperceptible to the viewer, inserted in the active audio and/or video
portions of programs and commercials. These codes will be detected by metering
equipment installed in the sample households. This system will allow Media to
identify the program or commercial regardless of the delivery method to the home
and simplify the process of installing meters in sample households.
Nielsen Media's Monitor Plus Service provides commercial occurrence
data and expenditure estimates. Customers use the data to determine competitive
advertising trends within markets of interest. Monitor Plus currently provides
service in 50 markets versus the 75 markets covered by its competitor and market
leader, Competitive Media Reporting. Monitor Plus plans to expand its operations
to cover 75 markets and to deploy a new digital data collection and processing
technology.
During 1995, Nielsen Media entered into a strategic relationship with
Internet Profiles Corporation (I/PRO). D&B Enterprises and Nielsen Media have
together taken a substantial minority position in the company. Under the terms
of the agreement, Nielsen Media and I/PRO will jointly market and brand two
I/PRO products: I/COUNT (monitors Web site usage) and I/AUDIT (audits and
verifies audience usage and characteristics). Also under the agreement,
additional products may be jointly developed and marketed.
Nielsen and IMS are subject to the usual risks inherent in carrying on
business in certain countries outside the U.S., including currency fluctuations,
possible nationalization, expropriation, price controls or other restrictive
government actions. Management believes that the risk of nationalization or
expropriation is reduced because its basic service is the delivery of
information, rather than the production of products which require manufacturing
facilities or the use of natural resources.
RISK MANAGEMENT AND
BUSINESS MARKETING INFORMATION SERVICES
Dun & Bradstreet Information Services
Dun & Bradstreet Information Services (DBIS) is the world's largest
supplier of business, commercial-credit and business-marketing information
services, with operations in 37 countries and a worldwide database covering more
than 40 million businesses. DBIS also provides receivables management services
worldwide and credit insurance in the U.S. and Canada. DBIS is organized into
three regions: United States, Europe/Middle East/Africa and Asia-Pacific,
Canada, Latin America.
Dun & Bradstreet Information Services U.S.
Dun & Bradstreet Information Services, U.S. provides business
information, marketing information, receivable management and credit insurance
services through Credit and Marketing Information Services, Receivable
Management Services and American Credit Indemnity Company which are described
below:
Credit Information
Credit Information provides its customers with access to a database on
more than 10 million U.S. businesses. Its core products include the Business
Information Report, Payment Analysis Report, Credit Scoring and reference
services. Value-added solutions are provided through Specialized Industry
Services, Predictive Scoring Services, Industry and Financial Consulting
Services, Business Development Services, Analytical Services and Monitoring
Services. Customers can order and receive information in a variety of ways,
including mail, phone, fax, from personal computers and through a variety of
customized high-volume connections between Dun & Bradstreet and customer
computer systems.
Credit Information licenses its data to customers. It also distributes
its information via a number of other firms, including leading vendors of
on-line services.
Customers of Credit Information (approximately 64,000 subscription
customers and over 175,000 non-subscription customers in the U.S.) use this
information in making decisions to extend commercial credit, approve loans and
leases, underwrite insurance, evaluate vendors, and make other financial and
risk assessment decisions. Credit Information's largest customers are major
manufacturers and wholesalers, insurance companies, banks and other credit and
financial institutions.
The Business Information Report contains commercial credit information
on specific businesses. This report includes the D&B Rating and the PAYDEX
score, a dollar-weighted numerical score of the company's payment performance.
Both the D&B Rating and the PAYDEX score are based on information in the Dun &
Bradstreet database.
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The Business Information Report also includes summary
information and detailed payment data, as well as financial, banking, public
filing, historical and operational data. The Dun & Bradstreet Reference Book of
American Business contains listings on approximately 3 million businesses in the
United States and Puerto Rico. This book also contains the D&B Rating, which
reflects the credit and financial strength of a business. The Payment Analysis
Report provides information on a company's payment record and includes the
current PAYDEX score, the 90-day PAYDEX score, historical trends and industry
comparisons. Predictive Scoring Services combine advanced statistical modeling
with Dun & Bradstreet's database to help customers automate their risk
management processes. D&B Express and other mass market services provide
non-subscription customers who have an occasional need for business information
with data on a specific company. Credit Information also markets other
specialized reports and business information.
Credit Information is the leading commercial credit reporting agency in
the United States. However, it faces competition both from in-house operations
of the businesses it seeks as customers and from other general and specialized
credit reporting and other information services. It believes the principal
methods of competition to be based on information quality, availability, service
and price.
Receivable Management Services
Receivable Management Services (RMS) provides its customers with a full
range of accounts receivable management services, including third party
collection of accounts, letter demand services and receivable outsourcing
programs. These services substitute and/or enhance the customer's own internal
management of accounts receivable.
RMS collects delinquent receivables primarily from commercial
establishments on behalf of more than 35,000 customers, including commercial and
insurance enterprises and government agencies. Collection services are provided
throughout the U.S. with charges generally contingent upon collection. RMS also
provides receivable outsourcing programs, letter demand services and customer
training programs on a fixed-fee or subscription basis.
Certain states require that RMS, or in some instances an individual
associate of RMS who is responsible for the conduct of relevant operations in
the respective state, be licensed in connection with collection operations. The
laws under which such licenses are granted generally provide for annual license
renewals, as well as denials, suspensions or revocations for improper actions or
other factors.
In 1995, RMS began offering sales franchises in twenty-six states.
These franchises are located in states with less concentrated markets and will
focus on selling, while RMS continues to be responsible for all product
fulfillment.
RMS is considered to be the leader in the commercial collection
industry in the United States. RMS faces competition from numerous other
commercial collection agencies, attorneys who receive claims directly from
clients and companies that conduct commercial collections in-house. In addition,
RMS now faces competition from the expansion of large consumer agencies into the
commercial marketplace.
Marketing Information Services
Marketing Information Services provides marketing information for
business-to-business and educational marketers. The Marketing Information
Services provides comprehensive information and related services used to plan,
execute and evaluate the results of marketing programs; model, target and reach
prospects; and track sales activities. This information is derived from a
proprietary database covering more than 40 million businesses in over 200
countries. Information is delivered in print, on diskette, magnetic tape, CD-ROM
and on-line formats. Additionally, Marketing Information Services offers a line
of Database Marketing products providing solutions for marketing professionals
by organizing various databases into an "information warehouse." The development
of such a "warehouse" leads to useful market penetration, market segmentation,
territory alignment, and demand estimation analyses as well as the
identification of the best prospective customers. Database Marketing products
are available in both a PC desktop version and on a larger computing platform.
Market Data Retrieval offers services that help businesses sell to the
education market. The products provided include information about course
offerings, facilities, teachers and administrators in primary and secondary
schools, school districts, preschools, libraries, colleges and universities.
Marketing Information Services, while a market leader in its industry,
faces competition from other data providers in competitive distribution
channels, delivery formats and data quality enhancements.
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American Credit Indemnity Company
American Credit Indemnity Company (ACI) insures manufacturers,
wholesalers and other businesses against excessive credit losses from commercial
accounts. ACI also provides credit-risk management services for business
credit-insurance policyholders. ACI's services are offered through its own
dedicated agency force with offices throughout the U.S. and Canada. The Company
has announced that it plans to divest ACI during 1996.
ACI's policy terms are generally for twelve months. Coverage with
respect to a particular credit risk being insured can be canceled at any time by
ACI as to future shipments, upon notice to the policyholder.
A business credit insurance specialist since 1893, ACI enjoys a
substantial market position with regard to credit insurance policies which are
issued in the U.S. and Canada. Competition arises from other providers of
business-credit insurance, from companies choosing to self-insure their credit
risks and from providers of other financial services such as factoring. At the
same time, however, the potential market for credit insurance is not deeply
penetrated by ACI or other credit insurers.
Dun & Bradstreet Information Services Europe/Middle East/Africa and
Dun & Bradstreet Information Services Asia-Pacific, Canada,
Latin America
Dun & Bradstreet Information Services Europe/Middle East/Africa and
Asia-Pacific, Canada, Latin America (DBIS Europe and Asia-Pacific, Canada, Latin
America, respectively) opened their first overseas office in 1857 and today
conduct operations in offices and branches located throughout Europe, Latin
America, Africa, the Middle East, Asia, Japan, the Pacific Rim and Canada.
DBIS Europe and DBIS Asia-Pacific, Canada, Latin America provide
substantially the same business information, marketing information and
receivable management services outside the United States as those provided by
Dun & Bradstreet Information Services, U.S. The Business Information Report
contains background and financial information on businesses located throughout
the world obtained from D&B offices in the 37 countries where there are full
operations and from Dun & Bradstreet correspondents in over 200 other countries.
DBIS Europe and Asia-Pacific, Canada, Latin America's other major products or
services include analytical tools to help the customer make better business
decisions, local and international credit-reference publications, marketing
publications, marketing information systems, consumer-credit information, as
well as receivable-management services. Customers can receive information
through a direct link to the computer, in printed form, by fax, on CD-ROM or
through third parties.
During 1995, DBIS Europe continued to invest in data systems. New
products were introduced in France, Italy and Belgium during the year. Also, in
late 1995 a new range of cross-border products was rolled-out to the European
market. DBIS Europe also continued investing heavily in a new technology
platform, which will result in enhanced product/service flexibility as well as
opportunities to streamline operations.
In 1995, Dun & Bradstreet Japan (D&B Japan) and Japan's second largest
credit information provider, Tokyo Shoko Research, Ltd. (TSR), formed a
marketing, technology and database alliance. The alliance results in the
utilization of TSR's capabilities and resources in the Japan market and D&B
Japan's resources as a global information provider.
DBIS Europe and DBIS Asia-Pacific, Canada, Latin America's operations
are subject to the usual risks inherent in carrying on business in certain
countries outside of the U.S., including currency fluctuations, possible
nationalization, expropriation, price controls, changes in the availability of
data from public sector sources, limits on providing information across borders
or other restrictive government action. Management believes that the risk of
nationalization or expropriation is reduced because its basic service is the
delivery of information, rather than the production of products that require
manufacturing facilities or the use of natural resources.
DBIS Europe and DBIS Asia-Pacific, Canada, Latin America face
competition from banks, consumer information companies, application software
developers, on-line content providers and in-house operations of businesses as
well as direct competition from businesses providing similar services. DBIS
Europe is believed to be the largest single supplier of credit information
services in Europe. The competition is primarily local and there are no
competitors offering a comparable range of global services or capabilities as
DBIS Europe.
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Moody's Investors Service, Inc.
Moody's Investors Service, Inc. (Moody's) assigns ratings to fixed
income securities and publishes a wide variety of business and financial
information. Moody's business extends to over 60 countries and its customers
include corporations, stockbrokers, governments, municipalities, banks,
libraries, institutions and individuals.
Moody's assigns ratings to various corporate and governmental
obligations, Eurosecurities, structured finance transactions and commercial
paper issuers, for which it charges most issuers a fee. At the end of 1995,
Moody's had outstanding ratings on approximately 55,500 corporate and 54,000
municipal obligations. Corporate, municipal and government ratings are
disseminated to the public through a variety of electronic and print media. A
detailed description both of the issue which is rated and of the issuer, along
with a summary of the rating rationale for the assignment of the specific
rating, also appears in various Moody's publications.
In addition to revenues derived from ratings, Moody's provides
comprehensive historical and current business, financial, investment and
marketing information on over 38,000 major U.S. and non-U.S. entities and on
over 24,000 municipalities and governments and their securities. This
information is available in eight Manuals and on CD-ROM, tapes and other
electronic formats. The Manuals are published annually and are supplemented by
news reports issued on a weekly basis. Moody's also publishes a variety of
investment guides.
Moody's international operations have continued to grow due to the
expansion of international debt markets in recent years. Moody's maintains
offices in ten countries outside of the U.S. Moody's non-U.S. operations are
subject to the usual risks inherent in carrying on business in countries outside
the U.S., including currency fluctuations, possible nationalization,
expropriation, price controls and/or other restrictive government actions.
Management believes that the risks of nationalization or expropriation are
negligible. Moody's business is not solely dependent on non-U.S. office
operations as these offices are supported by the intensive travel schedule of an
internationally-focused staff.
As one of the two largest ratings agencies in the world, Moody's
provides opinions on debt instruments and other obligations of both U.S. and
non-U.S. issuers. Internationally, a large number of national and international
ratings agencies have been created over the last several years as the value of
the ratings process has become better understood and utilized abroad. However,
Moody's believes that its long-standing reputation for integrity and
high-quality analysis and its pre-eminent position in the marketplace leaves it
well positioned to take advantage of the growth in ratable debt. Moody's
publishing business is a viable competitor in the large and highly-segmented
print market for financial information. Moody's intends to maintain its
well-established reputation in the financial information market through
enhancements of its databases and by further expansion into the electronic
market for financial information. Moody's is registered as an investment adviser
under the Investment Advisers Act of 1940 and the laws of a number of states.
SOFTWARE SERVICES
Dun & Bradstreet Software Services, Inc.
Dun & Bradstreet Software Services, Inc. (D&B Software) is a worldwide
leader in the marketplace for client/server and mainframe packaged application
software for financial, human resource, and manufacturing and distribution
business functions, as well as advanced decision support software. The Company
has announced that it plans to divest D&B Software during 1996.
D&B Software products are installed throughout the world on a wide
range of computer hardware platforms, including Data General, Digital Equipment
Corporation, Compaq, Fujitsu, Hewlett-Packard, IBM, ICL and Sun. D&B Software's
products consist of an extensive line of applications software packages for
business management as well as related implementation and education services. In
addition, D&B Software provides application tools which enable users to
customize their own applications, link mainframe and microcomputers and perform
sophisticated report writing.
Revenues are derived primarily from sales of perpetual non-exclusive
licenses to use D&B Software's products, annual maintenance fees for such
products, customer education and consulting services related to implementation
of license products. Most of the license and services revenue is generated by a
direct sales force. Maintenance fees and professional services currently
comprise approximately 57% and 19% of D&B Software's revenues, respectively.
Approximately 30% of total revenue is generated from operations outside of the
U.S.
7
D&B Software continued to broaden and enhance its client/server product
line during 1995. Revenues related to client/server applications now exceed $100
million. SmartStream for the Distributed Enterprise (SmartStream DE), the first
client/server business application suite built on a fully distributed
architecture, was released in November. The SmartStream DE release includes
numerous enhancements to existing products such as SmartStream Builder,
SmartStream Manufacturing/Distribution, SmartStream Financials, SmartStream
Human Resources and SmartStream Decision Support. SmartStream DE distributes
data, workflow and business processes throughout the enterprise, allowing
companies to blend centralized control with local autonomy, dynamically change
business processes, and broaden decision-making authority. SmartStream is now
available in eight languages, and multiple platforms and operating systems.
D&B Software has strategic alliances with Powersoft, Sybase, Microsoft
and Cognos and incorporates software developed by partners in the SmartStream
product suite. D&B Software also has alliances with hardware vendors such as
Hewlett Packard, IBM, Sun, Digital Equipment Corporation, Compaq and Data
General. D&B Software incurs significant costs in enhancing its existing product
line as well as developing new client/server applications. As the company
continues to invest in client/server solutions, D&B Software faces continuing
risks including the ability to build new client/server products, migrate
customers to new applications and manage changes in capabilities required to
install and support new products.
D&B Software faces numerous existing as well as potential competitors.
Most competitors operate as niche players in particular segments of the
marketplace. However, SAP, Oracle and PeopleSoft are often encountered in
competitive situations. As in the past, D&B Software anticipates that the field
of competitors will continue to change, resulting from technological changes and
shifts in customer needs. The management of D&B Software believes the quality of
software and related customer support are important competitive factors in this
industry.
Pilot Software, Inc.
Pilot Software, Inc. (Pilot) is a leading global provider of
client/server decision support solutions for medium and large-scale enterprises.
Its products include powerful visualization and modeling tools that can be used
by analysts, managers and executives to easily access internal and external data
and provide the business insights needed to create sustainable competitive
advantage.
The company's flagship product, LightShip, is a scaleable on-line
analytical processing (OLAP) environment. It is a comprehensive environment that
includes visual desktop analysis tools, pre-built analysis libraries, scaleable
multidimensional servers and design tools. LightShip's library of pre-built
visual analysis tools allow users to quickly implement solutions that can be
easily customized and extended. Its multidimensional server provides unique
time-based business analysis capabilities. LightShip's open architecture allows
it to seamlessly interface with other components of a corporate information
technology (IT) environment including desktop productivity tools, query and
reporting tools and client/server development tools.
Pilot faces several competitors. However, Pilot's software solutions
offer distinct advantages in terms of data access and analysis. The power of
Pilot's solutions lies in the software's ability to allow organizations to
quickly identify key trends, problems and opportunities so they can take
effective action. These advantages enable executives, managers and analysts to
effectively access and understand the vast amount of information trapped in
their operational systems.
Pilot has a strong international presence, with offices throughout
North and South America, Europe and the Pacific Rim. Pilot has a multi-channel
distribution strategy including software developers, value-added resellers and
consulting organizations. Pilot is working closely with several other Dun &
Bradstreet companies including DBIS, IMS and Nielsen to deliver additional data
access and analysis tools that compliment their existing products. Pilot and its
partners offer a full range of technical support, training and consulting
services around the world.
Revenues are derived primarily from sales of licenses to use Pilot's
products, annual renewal fees and consulting and training services related to
implementation of the products. More than 50% of total revenue is generated from
operations outside of the U.S. Pilot's non-U.S. operations are subject to the
usual risks inherent in carrying on business in certain countries outside of the
U.S., including currency fluctuations, possible nationalization, expropriation,
price controls or other restrictive government actions. Management believes that
the risk of nationalization or expropriation is reduced because its products are
software and services, rather than the production of products which require
manufacturing facilities or the use of natural resources.
Erisco, Inc.
Erisco, Inc. (Erisco) develops and markets proprietary software
applications and services used primarily in the administration of health care
benefits and the support of managed care services. Its primary markets include
managed care organizations, insurance carriers, third-party administrators and
self-administered corporations. Erisco has successfully completed the
8
development of the core applications for its newest product, Facets, which is a
managed care information system built using client/server technology. The target
market for Facets is managed care companies such as Health Maintenance or
Preferred Provider Organizations. This highly advanced state-of-the-art system
is unique in the marketplace as it combines the latest technology with advanced
managed care business functionality. Erisco faces competition from a variety of
software vendors in both the traditional indemnity, as well as the new managed
care markets. The continued trend of expanding growth in managed care membership
and the acceptance of enterprise-wide client/server system architecture
positions Facets well in the marketplace.
DIRECTORY INFORMATION SERVICES
The Reuben H. Donnelley Corporation
The Reuben H. Donnelley Corporation (RHD) compiles, publishes or serves
as sales and marketing representative of Yellow Pages and other directories for
17 telephone company clients throughout the U.S. RHD provides these services for
more than 400 directories in 19 states and the District of Columbia, and is one
of the largest marketers of Yellow Pages in the U.S. RHD serves the Yellow Pages
marketing needs of over 600,000 business and service organizations who purchase
Yellow Pages advertising space in the U.S.
Products include consumer and business-to-business Yellow Pages,
neighborhood directories, bilingual directories and street address directories.
RHD Yellow Pages product and marketing enhancements include English and Spanish
Talking Yellow Pages, Yellow Pages Television, Touch Four, AutoIntelligence,
audiotex, expanded Community Action Pages and Restaurant Menu Advertising Units.
RHD acts in different capacities, depending upon specific contracts and
markets. These capacities include sales agent, partner, proprietary publisher
and publisher and/or compiler.
Proprietary Operations publishes proprietary Yellow Pages directories
in Delaware, Maryland, New Jersey, Pennsylvania, Virginia, the District of
Columbia and southern California. The unit also participates in the management
of directory activity of RHD's C-Don partnership with Commonwealth Telephone
Company to serve customers in northeastern Pennsylvania, and the directory
activity of three joint venture agreements between RHD and North Pittsburgh
Telephone Company, Conestoga Telephone and Telegraph, and Denver and Ephrata
Telephone and Telegraph Company in Pennsylvania. RHD also has an agreement with
Centennial Media Corporation to publish directories in Denver and Boulder,
Colorado.
NYNEX Operations manages the Directory Services Agreement with NYNEX
Information Resources Company for customers in New York.
Cincinnati Operations manages the Directory Services Agreement with
Cincinnati Bell for customers in Ohio and northern Kentucky.
Sprint Operations manages the CenDon partnership agreement and
contracts with several of Sprint's operating subsidiaries to publish,
manufacture and distribute classified telephone directories in Florida,
Illinois, Nevada, North Carolina and Virginia. In addition, Sprint Operations
manages the Directory Services Agreement with Sprint Publishing and Advertising
to serve customers and advertisers in central Florida markets.
DonTech, a partnership between RHD and Ameritech, is responsible for
publishing telephone directories throughout Illinois and northwestern Indiana.
DonTech also publishes Street Address Directories in Illinois, Michigan and
Indiana, and operates a fulfillment center which markets telephone directories
primarily throughout Illinois.
The units of RHD face increasing competition from other Yellow Pages
publishers and other media, including newspapers, radio, direct mail, on-line
information services and television.
OTHER BUSINESS SERVICES
Gartner Group, Inc.
Gartner Group, Inc. (Gartner Group) is the leading independent provider
of research and analysis of the computer hardware, software, communications and
related technology industries (collectively, the information technology or IT
industry). Gartner Group's core business is researching and analyzing
significant IT industry developments, packaging such analyses into annually
9
renewable subscription-based products and distributing such products through
print and electronic media. Gartner Group's product offerings collectively
provide comprehensive coverage of the information technology industry.
Gartner Group's principal products are called continuous services
which, on an ongoing basis, highlight industry developments, review new products
and technologies and analyze industry trends within a particular technology or
market sector. Gartner Group currently offers 50 principal continuous services
products. Each service is supported by a team of research staff members with
substantial experience in the covered segment or topic of the IT industry.
Gartner Group's staff researches and prepares the published analyses, responds
to telephone inquiries from client companies, and holds conferences and
executive briefings.
Late in 1995, Gartner Group acquired Dataquest, formerly a unit of The
Dun & Bradstreet Corporation. Dataquest is a leading provider of information
technology, market research and consulting for the IT vendor, manufacturer and
financial communities which complements the Gartner Group end-user focus.
Gartner Group has made a substantial investment in recent years in the
expansion of its distribution network and increased its direct sales force in
the United States from a total of 26 sales people at the start of fiscal year
1990 to 205 sales people as of September 30, 1995. In the Europe/Middle
East/Africa region, Gartner Group has 20 sales offices, including 9 independent
distributors. In the Asia/Pacific Rim, Gartner Group has 12 sales offices,
including 8 distributors. In the Americas region, in addition to the United
States sales offices, Gartner Group has sales relationships with 6 independent
distributors.
Gartner Group experiences competition in the market for information
products and services from other independent providers of similar services as
well as the internal marketing and planning organizations of their clients.
Gartner Group also competes indirectly against other information providers,
including electronic and print media companies and consulting firms. Gartner
Group's indirect competitors, many of whom have substantially greater financial,
information gathering and marketing resources than Gartner Group, could choose
to compete directly against Gartner Group in the future. In addition, although
Gartner Group believes that it has established a significant market presence,
there are few barriers to entry into their market, and new competitors could
readily seek to compete against them in one or more market segments addressed by
Gartner Group's continuous service products. Increased competition, direct and
indirect, could adversely affect Gartner Group's operating results through
pricing pressure and loss of market share.
As of September 30, 1995, there were approximately 5,500 client
organizations which subscribe to Gartner Group's continuous services products.
In addition, Gartner Group had approximately 19,200 client interfaces, defined
as an individual IT professional at a company who receives directly from Gartner
Group all printed and electronic materials relating to a particular continuous
service. No single client organization accounted for over two percent of
continuous service revenues as of September 30, 1995.
NCH Promotional Services
NCH Promotional Services (NCH) is a worldwide supplier of coupon
processing and promotion information management. NCH provides a range of
promotional services including processing of coupons and coupon-related
administration, research and analytical services for manufacturers and retailers
both domestically and internationally. Internationally, NCH also provides a
promotion service for manufacturer coupon-and-cash-refund programs. NCH derives
approximately 60% of its revenues from U.S.
operations.
Coupons are distributed throughout the U.S. in various forms of print
media, in and on packages, in stores and through direct mail. Using laser
scanning technology, NCH's SmartScan service processes coupons for retailers.
Retailers consolidate and ship all of their coupons, regardless of type or
issuing manufacturer, to NCH where their coupons will be scanned, counted,
valued, sorted and billed to the appropriate manufacturers. Various coupon
activity reports are also supplied. Retailers then receive reimbursement from
NCH in a single check. This service provides retailers and manufacturers with a
convenient, economical means of handling coupon redemption.
NCH provides services for manufacturers in three key areas: coupon
processing, financial management and reporting and promotion analysis. Process
2000 is NCH's coupon processing system which validates coupon claims, performs
misredemption analysis and provides timely payment to retailers. A wide range of
customized marketing reports are available in various data formats including
hardcopy, on-line access via the LauNCH product, EDI transmissions and diskette.
NCH's foreign operations are subject to the usual risks inherent in
carrying on business in certain countries outside of the U.S., including
currency fluctuations, possible nationalization, expropriation, price controls
10
or other restrictive government actions. Management believes that the risk of
nationalization or expropriation is reduced by the fact that its basic products
are services and the delivery of information, rather than the production of
products which require manufacturing facilities or the use of natural resources.
NCH is believed to be the world's largest coupon processor and
promotion-information supplier. Competition includes numerous rival coupon
clearing houses, billing services, manufacturer redemption agents and
manufacturers who handle their own redemption services. NCH's competition in the
retailer service business focus primarily on price. The manufacturer service
business competes on a combination of price and value-added services such as
advanced redemption analysis, consistent and timely payments to retailers and
misredemption control. NCH is a recognized leader in the coupon industry.
Dun & Bradstreet Pension Services, Inc.
Dun & Bradstreet Pension Services, Inc. provides pension administration
and benefit consulting for small to medium-sized businesses throughout the U.S.
The market for pension administration services is fragmented among many
competitors, none of which has a significant share of the market.
D&B Enterprises, Inc.
D&B Enterprises, Inc., (to be known in the future as Cognizant
Enterprises) invests in emerging and established businesses in the information
industry. It invests as a limited partner in Information Partners Capital Fund
and Information Associates, venture capital limited partnerships, as well as
through direct investments.
RESOURCE GROUP
Shared Transaction Services
Shared Transaction Services (STS) began operations in 1994 as an
internal-services business that leads the ongoing "reengineering" of business
processes across internal divisions in the functions of accounting, purchasing,
payroll, employee benefits and related areas, and operates shared-services
centers to process transactions for many of these functions. These STS Centers
provide centralized services formerly supplied within each Dun & Bradstreet
division but at lower cost with higher levels of service.
STS now operates in North America and Europe with operational STS
Centers established in the United States, Canada, France, Germany, Italy and the
U.K. These Centers process internal transactions according to standard and/or
reengineered processes, both manual and electronic. In several instances, STS
manages the contractual performance of outside vendors to supply transactional
services to Dun & Bradstreet divisions and employees.
Dun & Bradstreet Data Services
Dun & Bradstreet Data Services (Data Services) is an organization that
provides information processing services for the majority of the Company's North
American and European business units. The primary service provided is mainframe
processing. Data Services also performs selective distributed processing,
telecommunications, printing and PC/LAN support. The objectives of Data Services
are to reduce expenses and improve operations through the integration of
individual data centers into regional data centers and to leverage economies of
scale in purchasing the collective capacity requirements of all divisions.
During 1995, Data Services successfully integrated individual data centers into
five data centers; three in the United States and two in Europe.
The names of the Company's products are trademarks or registered
trademarks of The Dun & Bradstreet Corporation or one of its subsidiaries.
11
ITEM 2. PROPERTIES
The principal properties of the Company, by business segment, are set
forth below.
The executive offices of The Dun & Bradstreet Corporation are located
at 187 Danbury Road, Wilton, Connecticut in an owned property and at 299 Park
Avenue, New York, New York in a leased facility.
Property of the Company is geographically distributed to meet sales and
operating requirements worldwide. The properties of the Company are generally
considered to be both suitable and adequate to meet current operating
requirements and virtually all space is being utilized.
Marketing Information Services
Owned properties located within the U.S. include eight facilities.
Three properties are located in Omaha, Nebraska and one property each in
Dunedin, Florida; Fond du Lac, Wisconsin; Totowa, New Jersey; Plymouth Meeting
and West Norriton, Pennsylvania.
Owned properties located outside the U.S. include fifteen facilities:
two properties in Lisbon, Portugal; and one property each in Ontario, Canada;
Sao Paulo, Brazil; Espoo, Finland; Mexico City, Mexico; Buenos Aires, Argentina;
Crows Nest and Artarmon, Australia; Innsbruck, Austria; Santiago, Chile; London,
Oxford and Pinner, England; and Caracas, Venezuela.
The operations of this segment are also conducted from fifty-seven
leased offices located throughout the U.S. and 142 non-U.S. locations.
Risk Management and Business Marketing Information Services
Owned properties located within the U.S. include two office buildings
in Berkeley Heights, New Jersey and one each in Murray Hill and Parsippany, New
Jersey and New York, New York.
Owned properties located outside the U.S. are located in Melbourne,
Australia; Curitiba, Brazil; Santiago, Chile; Mexico City, Mexico; Caracas,
Venezuela; High Wycombe, England; Lyons, France; Ebeltoft, Denmark; and seven
properties within Italy. The operations of this segment are also conducted from
ninety-three leased offices located throughout the U.S. and 105 non-U.S. office
locations.
Software Services
Operations are conducted from forty-seven leased offices located
throughout the U.S. and twenty-six non-U.S. office locations.
Directory Information Services
Owned property located within the U.S. consists of an office building
in Terre Haute, Indiana. Operations are also conducted from thirty-five leased
office locations throughout the U.S.
Other Business Services
Owned property located within the U.S. consists of an office building
in Clinton, Iowa.
Owned properties located outside the U.S. include five properties in
Mexico and one facility each in Saint John, N.B., Canada and Corby, England.
The operations of this segment are also conducted from thirty-four
leased offices located throughout the U.S. and twenty-five non-U.S. office
locations.
Resource Group and Corporate
Owned properties within the U.S. include two buildings in Wilton,
Connecticut. Operations are also conducted from six leased office locations
throughout the U.S.
12
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in legal proceedings and
litigation arising in the ordinary course of business. In the opinion of
management, the outcome of all current proceedings, claims and litigation could
have a material effect on quarterly or annual operating results when resolved in
a future period. However, in the opinion of management, these matters will not
materially affect the Company's consolidated financial position.
Additionally, reference is made to the settlement of the Shareowners
Class Action described in Note 6, Litigation, in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995 ("Third Quarter 10-Q"). On
January 12, 1996, the United States District Court for the Southern District of
New York (the "Court") ordered payment of the settlement amount to class
plaintiffs whose claims were allowed in the settlement.
Reference is also made to the settlement of the Towers Class Action
involving the Company's 95%-owned subsidiary American Credit Indemnity Company
("ACI") described in Note 6, Litigation, in the Company's Third Quarter 10-Q. On
December 18, 1995, the Court granted its final approval to the settlement,
dismissed all claims against ACI, and directed the parties to implement the
settlement, which included payment of the settlement amount to class plaintiffs
whose claims were allowed in the settlement.
In each of the foregoing settlements, the amount of the settlement did
not materially affect the Company's 1995 earnings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
13
EXECUTIVE OFFICERS OF THE REGISTRANT*
Officers are elected by the Board of Directors to hold office until
their respective successors are chosen and qualified.
Listed below are the executive officers of the registrant at March 1,
1996 and brief summaries of their business experience during the past five
years.
Name Title Age
Robert E. Weissman Chairman and Chief Executive Officer** 55
William G. Jacobi Executive Vice President 52
Robert J Lievense Executive Vice President 50
Dennis G. Sisco Executive Vice President 49
Volney Taylor Executive Vice President** 56
Nicholas L. Trivisonno Executive Vice President-Finance 48
and Chief Financial Officer
Michael F. Brewer Senior Vice President-Communications
& Government Affairs 52
Michael P. Connors Senior Vice President and Chief Human
Resources Officer 40
Earl H. Doppelt Senior Vice President and General Counsel 42
Victoria R. Fash Senior Vice President-Business Strategy 44
Frank R. Noonan Senior Vice President 53
Thomas W. Young Senior Vice President and Controller 57
*Set forth as a separate item pursuant to Items 401(b) and (e) of Regulation S-K.
**Member of the Board of Directors.
Mr. Weissman was elected Chairman and Chief Executive Officer of Dun &
Bradstreet, effective April 1, 1995; he had been elected President and Chief
Executive Officer of Dun & Bradstreet, effective January 1, 1994, and President
and Chief Operating Officer, effective January 1, 1985.
Mr. Jacobi was elected Executive Vice President of Dun & Bradstreet,
effective February 20, 1995. He also serves as Chairman of I.M.S. International,
Inc., effective February 20, 1995. He had been elected Senior Vice President of
Dun & Bradstreet, effective July 21, 1993. Prior thereto, he had served as
President & Chief Operating Officer of Nielsen Media Research (January 1, 1991)
and as Executive Vice President of Nielsen Media Research (March 1, 1989).
Mr. Lievense was elected Executive Vice President of Dun & Bradstreet,
effective February 20, 1995. He had been elected Senior Vice President of Dun
& Bradstreet, effective July 21, 1993. He also serves as President and Chief
Operating Officer of A. C. Nielsen Company, effective January 10, 1996.
Previously he had served as Chairman and Chief Executive Officer of A. C.
Nielsen Company (February 20, 1995), Chairman of The Reuben H. Donnelley
Corporation (July 26, 1993), Chairman of Dataquest Incorporated
(September 1, 1991), President of NCH Promotional Services, Inc. (July 27,
1990) and President of the Nielsen Clearing House Division of A. C. Nielsen
Company (June 25, 1989).
Mr. Sisco was elected Executive Vice President of Dun & Bradstreet,
effective February 20, 1995. He had been elected Senior Vice President of Dun &
Bradstreet, effective July 21, 1993. He also serves as President of D&B
Enterprises, Inc., to which office he was elected, effective December 18, 1988,
and as Chairman of Pilot Software, Inc., to which office he was elected October
27, 1994. He had also served through November 20, 1995 as Chairman of Dataquest
Incorporated, to which office he was elected, effective July 26, 1993.
14
Mr. Taylor was elected Executive Vice President of Dun & Bradstreet,
effective February 1, 1982. He also serves as Chairman of Dun & Bradstreet
Information Services, to which position he was appointed, effective January 1,
1991, and as President of Dun & Bradstreet, Inc. and President of Dun &
Bradstreet International, Ltd., to which offices he was elected, effective
January 1, 1991. He had also served through February 4, 1990 as President of The
Reuben H. Donnelley Corporation, to which office he was elected, effective
January 1, 1988.
Mr. Trivisonno was elected Executive Vice President-Finance and Chief
Financial Officer of Dun & Bradstreet, effective September 20, 1995. He also
serves as Chairman and Chief Executive Officer of A. C. Nielsen Company,
effective January 10, 1996. Prior thereto, he had served with GTE Corporation
through July 1995 as Executive Vice President-Strategic Planning and Group
President (October 1993), as Senior Vice President-Finance (January 1989) and as
Corporate Vice President and Controller (November 1988). He also served as a
director of GTE Corporation and as a member of the Office of the Chairman from
October 1993 through July 1995.
Mr. Brewer was elected Senior Vice President-Communications & Government
Affairs of Dun & Bradstreet, effective March 15, 1993; he had been elected Vice
President-Government Affairs, effective January 1, 1987.
Mr. Connors was elected Senior Vice President and Chief Human Resources
Officer of Dun & Bradstreet, effective March 27, 1995. Prior thereto, he had
served as Senior Vice President of American Express Travel Related Services from
September 1989.
Mr. Doppelt was elected Senior Vice President and General Counsel of
Dun & Bradstreet, effective May 18, 1994. Prior thereto, he had served with
Viacom Inc. as Senior Vice President and Deputy General Counsel (March 1994)
and with Paramount Communications Inc. as Senior Vice President and Deputy
General Counsel (September 1992) and as Vice President and Deputy General
Counsel (October 1986).
Ms. Fash was elected Senior Vice President-Business Strategy of Dun &
Bradstreet, effective April 19, 1995; she had been elected Vice
President-Business Operations Planning, effective May 18, 1994. Prior thereto,
she had served as Assistant to the President of Dun & Bradstreet (September
1991) and as Assistant to the President of Dun & Bradstreet Software Services
(formerly Management Science America, Inc.) (January 1991).
Mr. Noonan was elected Senior Vice President of Dun & Bradstreet,
effective February 20, 1995. He also serves as Chairman, President and Chief
Executive Officer of The Reuben H. Donnelley Corporation, to which offices he
was elected, effective August 7, 1991 (President), January 1, 1994 (Chief
Executive Officer) and February 20, 1995 (Chairman). Previously he had served as
Senior Vice President-Finance of the Business Information Group (January 1,
1991) and as Senior Vice President-Finance of the Financial Information Services
Group (May 30, 1989).
Mr. Young was elected Senior Vice President and Controller of Dun &
Bradstreet, effective April 15, 1992; he had been elected Vice President and
Controller, effective November 20, 1985.
15
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information in response to this Item is set forth under Dividends and
Common Stock Information in the "Financial Review" on Page 14 of the 1995 Annual
Report, which information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data required by this Item is incorporated herein by
reference to the information relating to the years 1991 through 1995 set forth
in the "Ten-Year Selected Financial Data" on Pages 34 and 35 of the 1995 Annual
Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information in response to this Item is set forth in the "Financial
Review" on Pages 9 to 14 of the 1995 Annual Report,
which information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Schedules under Item 14 on Page
19.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is incorporated herein by
reference to the section entitled "Election of Directors" in the Company's proxy
statement dated March 8, 1996 filed with the Securities and Exchange Commission,
except that "Executive Officers of the Registrant" on Pages 14 to 15 of this
report responds to Item 401(b) and (e) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this Item is incorporated herein by
reference to the section entitled "Compensation of Executive Officers and
Directors" in the Company's proxy statement dated March 8, 1996 filed with the
Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this Item is incorporated herein by
reference to the section entitled "Security Ownership of Management and Others"
in the Company's proxy statement dated March 8, 1996 filed with the Securities
and Exchange Commission.
16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is incorporated herein by
reference to the section entitled "Security Ownership of Management and Others"
in the Company's proxy statement dated March 8, 1996 filed with the Securities
and Exchange Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this report.
(1) Financial Statements.
See Index to Financial Statements and Schedule on
Page 19.
(2) Financial Statement Schedule.
See Index to Financial Statements and Schedule on
Page 19.
(3) Other Financial Information.
Business Segments, 1995.
Ten Year Selected Financial Data.
(4) Exhibits.
See Index to Exhibits on Pages 22 to 24, which
indicates which Exhibits are management contracts or
compensatory plans required to be filed as Exhibits.
Only responsive information appearing on Pages 4 to
35 to Exhibit D is incorporated herein by reference,
and no other information appearing in Exhibit D is or
shall be deemed to be filed as part of this Form
10-K.
(b) Reports on Form 8-K.
None.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By: ROBERT E. WEISSMAN
- ------------------------------------------
(Robert E. Weissman,
Chairman and Chief Executive Officer)
By: NICHOLAS L. TRIVISONNO
- ------------------------------------------
(Nicholas L. Trivisonno,
Executive Vice President - Finance
and Chief Financial Officer)
By: THOMAS W. YOUNG
- ------------------------------------------
(Thomas W. Young,
Senior Vice President and Controller)
Date: March 27, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
HALL ADAMS, JR. JAMES R. PETERSON
- ---------------------------------------- ---------------------------------------
(Hall Adams, Jr., Director) (James R. Peterson, Director)
CLIFFORD L. ALEXANDER, JR. M. BERNARD PUCKETT
- ---------------------------------------- ---------------------------------------
(Clifford L. Alexander, Jr., Director) (M. Bernard Puckett, Director)
MARY JOHNSTON EVANS MICHAEL R. QUINLAN
- ---------------------------------------- ---------------------------------------
(Mary Johnston Evans, Director) (Michael R. Quinlan, Director)
ROBERT J. LANIGAN VOLNEY TAYLOR
- ---------------------------------------- ---------------------------------------
(Robert J. Lanigan, Director) (Volney Taylor, Director)
VERNON R. LOUCKS JR. ROBERT E. WEISSMAN
- ---------------------------------------- ---------------------------------------
(Vernon R. Loucks Jr., Director) (Robert E. Weissman, Director)
JOHN R. MEYER
- ----------------------------------------
(John R. Meyer, Director)
Date: March 27, 1996
18
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
FINANCIAL STATEMENTS:
The Company's consolidated financial statements, the notes thereto and
the related report thereon of Coopers & Lybrand L.L.P., independent public
accountants, for the years ended December 31, 1995, 1994 and 1993, appearing on
Pages 15 to 35 of the accompanying 1995 Annual Report, are incorporated by
reference into this Annual Report on Form 10-K (see below). The additional
financial data indicated below should be read in conjunction with such
consolidated financial statements.
Page
--------------------------------
10-K 1995 Annual
Report
----------------- ----------------
----------------- ----------------
Report of Independent Public F-27 15
Accountants
Statement of Management Responsibility
for Financial F-28 15
Statements
As of December 31, 1995 and 1994:
Consolidated Statement of Financial F-30 17
Position
For the years ended December 31, 1995, 1994 and 1993:
Consolidated Statement of F-29 16
Income
Consolidated Statement of Cash F-31 18
Flows
Consolidated Statement of Shareholders' F-32 19
Equity
Notes to Consolidated Financial F-33 to F-56 20 to 33
Statements
Quarterly Financial Data (Unaudited) for the years ended
December 31, 1995 and F-55 33
1994
Management's Discussion and Analysis of Financial
Condition and Results of Operations F-6 to F-26 9 to 14
Other financial information:
Business Segments, F-1 to F-5 4 to 8
1995
Ten-year selected financial F-57 34 to 35
data
SCHEDULE:
Report of Independent Public 20 15
Accountants
The Dun & Bradstreet Corporation and Subsidiaries:
II-Valuation and Qualifying Accounts for
the years ended December 31,
1995, 1994 and 1993 21 -
Schedules other than the one listed above are omitted as not required
or inapplicable or because the required information is provided in the
consolidated financial statements, including the notes thereto.
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and the Board of Directors of
The Dun & Bradstreet Corporation:
Our report on the consolidated financial statements of The Dun & Bradstreet
Corporation as of December 31, 1995 and 1994, and for the years ended December
31, 1995, 1994 and 1993, has been incorporated by reference in this Form 10-K
from page 15 of the 1995 Annual Report of The Dun & Bradstreet Corporation. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the index on page 19 of this
Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
January 23, 1996
20
SCHEDULE II
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1995, 1994, 1993
(In millions)
- ------------------------------------------------------ ---------------- -- -------------- -- ---------------- - ---------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------ ---------------- -- -------------- -- ---------------- - ---------------
- ------------------------------------------------------ ---------------- -- -------------- -- ---------------- - ---------------
Additions
Balance Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions(a) of Period
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
For the Year Ended December 31, 1995 $ 76.8 $ 43.5 $ 45.9 $ 74.4
====== ======= ======= ======
====== ======= ======= ======
For the Year Ended December 31, 1994 $ 79.2 $ 50.7 $ 53.1 $ 76.8
====== ======= ======= ======
====== ======= ======= ======
For the Year Ended December 31, 1993 $ 82.4 $ 42.2 $ 45.4 $ 79.2
====== ======= ======= ======
====== ======= ======= ======
NOTE:
(a) Represents primarily the charge-off of uncollectible accounts for which a reserve was provided.
21
INDEX TO EXHIBITS
Regulation S-K Exhibit to
Exhibit Number this Report
(3) Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation of The Dun & Bradstreet
Corporation dated June 15, 1988 (incorporated herein by reference to
Exhibit 4(a) to Registrant's Registration No. 33-25774 on Form S-8
filed November 25, 1988).
(b) By-laws of Registrant dated December 15, 1993 (incorporated herein by
reference to Exhibit E to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, file number 1-7155, filed March 25,
1994).
(4) Instruments Defining the Rights of Security Holders, Including Indentures.
Not Applicable.
(9) Voting Trust Agreement.
Not Applicable.
(10) Material Contracts. (All of the following documents, except for items (v) and (w),
are management contracts or compensatory plans or arrangements required to be
filed pursuant to Item 14(c).)
(a) Retirement Plan for Directors of Registrant, as amended December 21,
1994 (incorporated herein by reference to Exhibit E to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994, file
number 1-7155, filed March 27, 1995).
(b) Nonfunded Deferred Compensation Plan for Non-Employee Directors of
Registrant, as amended April 21, 1993 (incorporated herein by reference
to Exhibit F to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, file number 1-7155, filed March 25, 1994).
(c) Pension Benefit Equalization Plan, as amended December 21, 1994
(incorporated herein by reference to Exhibit F to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994, file number
1-7155, filed March 27, 1995).
(d) Profit Participation Benefit Equalization Plan, as amended and restated effective
January 1, 1995 Exhibit E^
(e) 1982 Key Employees Stock Option Plan for Registrant and Subsidiaries, as amended
April 18, 1995 Exhibit F^
(f) 1991 Key Employees Stock Option Plan for Registrant and Subsidiaries,
as amended April 18, 1995 (incorporated herein by reference to Exhibit
C to Registrant's Proxy Statement dated March 10, 1995, file number
1-7155).
(g) Ten-Year Incentive Stock Option Agreement (incorporated herein by reference to
Exhibit 28(b) to Registrant's Registration No. 33-44551 on Form S-8, filed December
18, 1991).
(h) Ten-Year Non-Qualified Stock Option Agreement (incorporated herein by reference to
Exhibit 28(c) to Registrant's Registration No. 33-44551 on Form S-8, filed
December 18, 1991).
(i) Stock Appreciation Rights Agreement relating to Incentive Stock Options
(incorporated herein by reference to Exhibit 28(d) to Registrant's
Registration No.
33-44551 on Form S-8, filed December 18, 1991).
(j) Stock Appreciation Rights Agreement relating to Non-Qualified Stock
Options (incorporated herein by reference to Exhibit 28(e) to
Registrant's Registration No.
33-44551 on Form S-8, filed December 18, 1991).
(k) Limited Stock Appreciation Rights Agreement relating to Incentive Stock
Options (incorporated herein by reference to Exhibit 28(f) to
Registrant's Registration No.
33-44551 on Form S-8, filed December 18, 1991).
22
Regulation S-K Exhibit to
Exhibit Number this Report
(l) Limited Stock Appreciation Rights Agreement relating to Non-Qualified
Stock Options (incorporated herein by reference to Exhibit 28(g) to
Registrant's Registration No.
33-44551 on Form S-8, filed December 18, 1991).
(m) 1982 Key Employees Performance Unit Plan for Registrant and
Subsidiaries, as amended December 18, 1991 (incorporated herein by
reference to Exhibit F to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991, file number 1-7155, filed March 26,
1992).
(n) Key Employees Performance Unit Plan for Registrant and Subsidiaries, as
amended April 18, 1995 (incorporated by reference to Exhibit B to
Registrant's Proxy Statement dated March 10, 1995, file number 1-7155).
(o) Corporate Management Incentive Plan, as amended April 18, 1995
(incorporated herein by reference to Exhibit A to Registrant's Proxy
Statement dated March 10, 1995, file number 1-7155).
(p) 1989 Key Employees Restricted Stock Plan for Registrant and
Subsidiaries, as amended April 18, 1995 (incorporated herein by
reference to Exhibit D to Registrant's Proxy Statement dated March 10,
1995, file number 1-7155).
(q) Restricted Stock Agreement (incorporated herein by reference to Exhibit
L to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, file number 1-7155, filed March 26, 1990).
(r) Form of Change-in-Control Severance Agreement, approved July 19, 1989
(incorporated herein by reference to Exhibit M to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1989, file number
1-7155, filed March 26, 1990).
(s) Supplemental Executive Benefit Plan, as amended December 21, 1994
(incorporated herein by reference to Exhibit G to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994, file number
1-7155, filed March 27, 1995).
(t) Restricted Stock Plan for Non-Employee Directors, adopted July 20, 1994
(incorporated by reference to Exhibit E to Registrant's Proxy Statement
dated March 10, 1995, file number 1-7155).
(u) Executive Transition Plan, adopted May 17,1995 Exhibit G^
(v) Agreement of Limited Partnership of D&B Investors L.P., dated as of
October 14, 1993 (incorporated herein by reference to Exhibit H to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1993, file number 1-7155, filed March 25, 1994).
(w) Purchase Agreement and Purchase Agreement Amendment dated October 14,
1993 among D&B Investors L.P. and other parties (incorporated herein by
reference to Exhibit I to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, file number 1-7155, filed March 25,
1994).
(x) Consulting Agreement, dated March 6, 1995, between Registrant and
Charles W. Moritz (incorporated herein by reference to Exhibit H to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994, file number 1-7155, filed March 27, 1995).
(y) Memorandum of Agreement, dated April 13, 1995, between Registrant and
Serge Okun (incorporated by reference to Exhibit 10 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, file
number 1-7155, filed August 10, 1995).
(z) Agreement and Release, dated July 20, 1995, between Registrant and
Edwin A. Bescherer, Jr. (incorporated by reference to Exhibit 10 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, file number
1-7155, filed November 10, 1995).
23
Regulation S-K Exhibit to
Exhibit Number this Report
(11) Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a Fully Diluted
Basis Exhibit.A^
(12) Statement Re Computation of Ratios.
Not applicable.
(13) Annual Report to Security Holders.
1995 Annual Report Exhibit D^
(18) Letter Re Change in Accounting Principles.
Not applicable.
(19) Report Furnished to Security Holders.
Not applicable
(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1996 Exhibit B^
(22) Published Report Regarding Matters Submitted to a Vote of Security Holders.
Not applicable.
(23) Consents of Experts and Counsel.
Consent of Independent Public Accountants Exhibit C^
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedules Exhibit H^
(28) Information from Reports Furnished to State Insurance Regulatory Authorities.
Not applicable.
(99) Additional Exhibits.
Not applicable.
^Filed electronically.
24