Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1993
OR
() TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________ to ____________
Commission file Number 1-7155
------
THE DUN & BRADSTREET CORPORATION
- ------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2740040
- ---------------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
200 Nyala Farms, Westport, Connecticut 06880
- ----------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 222-4200
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
- ------------------- on which registered
---------------------
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
---- ----
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. _____
As of January 31, 1994, 170,931,741 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
$10,747 million.
(Continued)
========================================================================
Documents Incorporated by Reference
PART I
- -----------
ITEM 1 -Business Performance & Outlook, 1993, Pages 31
and 32, Note 14 Operations by Business
Segments and Page 32, Note 15 Operations
by Geographic Area, of the 1993 Annual
Report.
ITEM 3 -Legal Proceedings Page 29, Note 12 Litigation, of the
1993 Annual Report.
PART II
- ------------
ITEM 5 -Market for the Page 16, Financial Review, of the 1993
Registrant's Annual Report.
Common Equity
and Related
Stockholder Matters
ITEM 6 -Selected Financial Pages 34 and 35, Ten-Year Selected
Data Financial Data, of the 1993 Annual
Report.
ITEM 7 -Management's Pages 13 to 16, Financial Review,
Discussion and of the 1993 Annual Report.
Analysis of
Financial Condition
and Results of
Operations
ITEM 8 -Financial Pages 18 to 33 of the 1993 Annual
Statements Report.
and Supplementary
Data
PART III
- -------------
ITEM 10 -Directors and Pages 2 to 4 and 21 of the Company's
Executive Proxy Statement dated March 11, 1994.
Officers of
the Registrant
ITEM 11 -Executive Pages 8 to 19 of the Company's Proxy
Compensation Statement dated March 11, 1994.
ITEM 12 -Security Pages 19 to 21 of the Company's Proxy
Ownership of Statement dated March 11, 1994.
Certain Beneficial
Owners and Management
ITEM 13 -Certain Page 19 to 21 of the Company's Proxy
Relationships Statement dated March 11, 1994.
and Related
Transactions
-----------------------------------------------
The Index to Exhibits is located on Pages 26 to 28.
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.
(2) Not applicable.
(b)(1) The response to this item is incorporated herein by reference to
Note 14 Operations by Business Segments on Pages 31 to 32 of the 1993
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 and interest income on its investments. Reference
should be made to EXHIBIT B, List of Active Subsidiaries as of January
31, 1994, which describes the Company's subsidiaries. A descriptive
narrative of the Company's business segments follows item (d).
The number of employees at December 31, 1993 was approximately 50,400.
(d) The response to this item is incorporated herein by reference to
Note 15 Operations by Geographic Area on Page 32 of the 1993 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 health-care 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
on-line inquiry-batch processing services and as part of electronic
customer-site workstations. IMS provides information services covering
over 70 countries and maintains offices in 48 countries on six
continents, with 65% of total revenues generated outside the U.S.
Sales-territory reports measure the effectiveness of pharmaceutical
companies' and their competitors' sales forces, by product and product
group within a geographic configuration tailored to each client's needs.
IMS sales-territory reports are available in 26 countries and account
for approximately 41% of IMS' worldwide revenues.
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.
-1-
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 40 countries.
The raw data from which IMS' services are generated is derived
either from statistically selected panels of drugstores, hospitals,
physicians, etc., or from activities such as warehouse shipments or
wholesaler 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 societies involved.
All major pharmaceutical companies are customers of IMS and many of
the customers 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 respects unique in
their scope and completeness, there is competition in many countries in
which it operates from other market research firms, direct mail and
information service firms, as well as from the in-house capabilities of
its customers. Competition has traditionally 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 does.
Nielsen
Nielsen participates in the global consumer marketing information
services market. Nielsen is the world's largest marketing information
and services supplier. Nielsen supplies a wide range of services that
help consumer-goods manufacturers screen, plan, test and evaluate their
individual brands and marketing programs. Comprehensive information is
supplied on sales volume, shares, trends, pricing, promotion,
distribution and inventory levels. Nielsen is a leader in providing
these services to numerous industries including the grocery, beverage
and health and beauty care industries. An extensive range of test-
marketing services, innovative applications, analytical services and
software tools is also provided. Nielsen offers its services to
consumer-goods marketers in 34 countries worldwide, with approximately
70% of revenues generated outside the U.S.
Nielsen provides a measurement of the consumer response at the
actual point of sale -- the final result of the manufacturer's
production and marketing efforts. From a national sample of retail
stores, Nielsen collects point-of-sale information via electronic means
such as scanning of universal product codes (UPC) and store visits by
professional auditors. In the U.S. and other countries where electronic
point-of-sale data are available, weekly reporting of product sales and
related marketing information is the primary product offering along with
value-added analysis, such as market-response modeling and promotion
effectiveness studies. In the audit environment, store purchases are
combined with change-of-stock-on-hand data to produce data on sales to
consumers, retail inventories, brand distribution, out-of-stock items,
prices and displays. Nielsen has established a unit devoted to
Efficient Consumer Response (ECR), an emerging trend in the consumer
packaged goods industry to streamline distribution and sales processes,
eliminate waste and deliver products to consumers faster and at a lower
cost. Nielsen has formed several strategic alliances to enhance its
capabilities in ECR and to begin instituting best practices in the
industry.
Through the addition of Nielsen's household-panel data, information
is not only provided on what stores are selling, but also on what
cooperating households are buying. Nielsen Household Services provide
manufacturers and retailers with detailed consumer-behavior analyses
that help identify target audiences and assess advertising and marketing
effectiveness. These data, coupled with advertising and promotion
stimuli by household, provide a powerful addition to Nielsen's retail-
store databases. Household data are available in most countries
including the U.S.
-2-
Through Nielsen's decision-support and software services, customers
can retrieve data and analyze information via personal computers and
terminals installed in their offices. Customers can access information
in a number of ways, including on-line connection to mainframes or
downloading data into the customer's personal computer or internal
management information systems. Nielsen provides a number of analytic
applications that assist customers in a more productive and efficient
use of their own and Nielsen's information. The Nielsen Workstation,
an innovative Windows-based software system, allows marketing and sales
managers to integrate and evaluate information from a wide array of
sources. Nielsen Spotlight is an expert system that enables users to
access a database to find the most important facts related to volume and
share changes for a brand and searches for the key factors that
influence these share changes. Opportunity Explorer helps
manufacturers' marketing and sales force personnel understand category
dynamics and pinpoint opportunities for increasing sales. Promotion
Simulator takes the analysis to the next stage by helping the sales
force evaluate and plan promotion strategies with the retailers. The
SPACEMAN space management family of products offers a hierarchy of
integrated solutions for analyzing merchandising variables and producing
automated planograms.
Nielsen's products and services are subject to direct and indirect
competition from rival marketing research and information services
companies, marketing research departments of advertisers, advertising
agencies and consulting firms, as well as the in-house operations of a
number of large manufacturers and publishers. There are six major
competitors worldwide, located in the U.S., Europe, Latin America and
the Far East, but none has the global depth and breadth of coverage that
Nielsen provides.
Nielsen Media
Nielsen Media measures television audiences and reports these and
related data 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-statistical
information is offered on a subscription basis. Custom or ad-hoc
analyses of the data are also offered. The data are then used by
subscribers to buy, sell, plan and price television time and to make
programming and scheduling decisions.
In 1993, advertisers spent approximately $30 billion on television
advertising, including $2 billion on cable television advertising,
according to the Television Bureau of Advertising, to bring a variety of
programs and advertising messages to approximately 94.2 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 level 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 30 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. Television audience
research services based on techniques similar to those described above
are also provided in Canada, Japan, Finland, Norway, Sweden, Australia,
Columbia, Singapore and Turkey.
Nielsen Media has maintained a strong leadership position, facing
direct competition during 1993 from Arbitron in the local television
measurement arena. Arbitron announced in October of 1993 that it would
discontinue its syndicated broadcast and cable television ratings
service as of December 31, 1993. 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 1993, Nielsen Media Research again expanded its local-market
television services and continued to invest to enhance product value,
technical competencies and data quality.
-3-
Nielsen, IMS and Nielsen Media 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 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 leading
supplier of business-to-business risk management, credit and marketing
information and decision-support services that build customers'
profitability and sales. The division maintains operations in 34
countries, a data-collection network spanning nearly 200 nations and a
database covering more than 32 million businesses worldwide. Its 1,200
business analysts and 2,000 support people gather information through
face-to-face and telephone interviews. More than 200 million trade
experiences are added to the Company's file annually. Suits, liens and
judgments are also collected from more than 2,500 filing locations. And
DBIS updates its information base continually--more than 620,000 times
each business day. Its nine-digit D-U-N-S Number, endorsed by the
United Nations as a standard business identifier for cross-border
electronic data interchange, is a unique tool for establishing corporate
family relationships worldwide. DBIS also provides receivables
management services worldwide and credit insurance in the U.S. The
business generates about 35 percent of its revenue outside the U.S., and
is organized into three regions: North America, Europe/Middle
East/Africa and Asia/Pacific/Latin America.
Dun & Bradstreet Information Services North America
Dun & Bradstreet Information Services North America provides
business information, marketing information, receivable management and
credit insurance services in the U.S. and Canada through U.S. Credit
Information Services, Receivable Management Services, Business Marketing
Services, American Credit Indemnity Company and Dun & Bradstreet Canada,
which are described below.
U. S. Credit Information Services
U. S. Credit Information Services (Credit Services) provides its
customers with access to a database containing information on more than
10 million U.S. businesses. Its core product services include the
Business Information Report, the Payment Analysis Report, reference
books and customized computer-to-computer risk scoring systems. Value-
added solutions are provided through Specialized Industry Services
(Credit Advisory System, Dun's Underwriting Guide, Bankers Advisory
Service), Business Development Services, Analytical Services and
Monitoring Services. Customers can receive information in printed
formats, by fax, by telephone via DunsDial access and delivery system,
through DunsPrint's on-line service, by touch-tone telephone from
DunsVoice (a computer-generated voice system developed by DunsGate), or
by being directly linked by computer via the DunsLink access and
delivery system. Subscribers to Credit Services (approximately 70,000
customers with more than 82,000 contracts in force throughout the U.S.)
use this information in making decisions to extend credit, underwrite
insurance, evaluate purchases, and make other financial and risk
assessment decisions. Credit Services' 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 a specific business. This report includes the D&B Rating
and the Paydex score, a numerical score of the company's past payment
performance based on information in the Dun & Bradstreet database. This
report also includes summary information and payment data, as well as
financial, banking, historical and operational data. The Dun &
Bradstreet Reference Book of American business published six times a
year, contains listings on approximately 3 million businesses in the
United States and Puerto Rico. The Dun & Bradstreet Rating, which
reflects the credit and financial strength of a business, is included in
the Business Information Report and the Dun & Bradstreet Reference Book
of American Businesses. The Payment Analysis Report provides
information on a company's payment record and includes the Paydex score,
historical trends and industry comparisons. The Credit Advisory System
consolidates the most important information found in several reports in
addition to providing the guidelines to specifically measure risk
quality. D&B Express Service, accessible via an 800
-4-
number, provides companies that have an occasional need for business
information with Business Information Reports and other products on
specific companies. Credit Services also markets other specialized
reports and business information.
Credit Services is believed to be the largest commercial credit
reporting agency in the world, but faces competition from in-house
operations of businesses and other general and specialized credit
reporting services.
Receivable Management Services
Receivable Management Services (RMS) provides customers with a full
range of accounts receivable management services, including third-party
collection of accounts, letter demand services and receivable-
outstanding programs. These services substitute and enhance the
customer's own internal management of accounts receivable.
RMS collects delinquent receivables primarily from commercial
establishments on behalf of more than 50,000 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
control programs, letter demand services and customer training programs
on a fixed-fee or contract basis.
Certain states require that RMS, or in some instances an individual
associate of RMS who is responsible for the conduct of the relevant
operations in the respective state's area, 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
disabilities.
RMS is considered to be the leader in the commercial collection
industry. 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 faces potential competition from the expansion of large
consumer agencies into the commercial marketplace.
Business Marketing Services
DBIS provides marketing information services for business-to-
business and educational marketers. Services include 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 10 million businesses in the United States
and millions more in over 200 countries. Information is delivered to
businesses in print and on diskette, magnetic tape, CD-ROM and on-line
formats.
DBIS also publishes various business marketing reference directories
including The Million Dollar Directory Series, Dun's Million Dollar Disc
(on CD-ROM), America's Corporate Families and International Affiliates,
Dun's Industrial Guide and the recently expanded Dun's Regional Business
Directories, providing information about local businesses in 41 urban
areas.
Market Data Retrieval offers services that help businesses sell to
the education market. The information provided includes course
offerings, facilities, teachers and administrators in primary and
secondary schools, school districts, preschools, libraries, colleges and
universities.
DBIS, while a market leader in the marketing information industry,
faces competition from other data providers through competitive
distribution channels, delivery formats and data quality enhancements.
-5-
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
distributed through its own dedicated agency force with offices
throughout the U.S. and Canada.
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.
Any debtor loss in excess of $500,000 up to $50,000,000 per debtor, and
any policy loss in excess of $1,000,000 up to $6,000,000 per policy, are
reinsured.
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 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 Canada
Dun & Bradstreet Canada (D&B Canada) provides business information,
marketing information and receivable-management services in Canada. In
addition to credit reports on local and international businesses, D&B
Canada publishes credit reference books.
Dun & Bradstreet Information Services Europe/Middle East/Africa and
Dun & Bradstreet Information Services Asia/Pacific/Latin America
Dun & Bradstreet Information Services Europe/Middle East/Africa and
Asia/Pacific/Latin America (DBIS Europe and Asia/Pacific/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 and the Pacific Rim.
DBIS Europe and Asia/Pacific/Latin America provide substantially the
same business information, marketing information and receivable
management services globally outside the United States and Canada as
those provided by Dun & Bradstreet Information Services North America.
The Business Information Report contains background and financial
information on businesses located throughout the world obtained from D&B
offices in the 34 countries where there are full operations and from D&B
correspondents in 219 other countries. DBIS US and Asia/Pacific/Latin
America's other major products or services include analytical tools to
help improve 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 forms, by fax, on CD-ROM or through third
parties.
DBIS Europe and Asia/Pacific/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, 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 which require
manufacturing facilities or the use of natural resources.
DBIS Europe and Asia/Pacific/Latin America face competition from
banks, credit insurance companies, application software developers and
in-house operations of businesses as well as direct competition from
businesses providing similar services. DBIS Europe is 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.
-6-
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 1993, Moody's had outstanding ratings on approximately 41,000
corporate and 46,000 municipal obligations. Corporate, municipal and
government ratings are disseminated to the public through a variety of
electronic and print media. A detailed description of both 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 30,000 major U.S. and non-U.S. entities
and on over 20,000 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 or twice-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 eight 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 U.S., 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 high quality 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 this well-established franchise in the print
market through enhancements of its databases and by further expansion
into the electronic market for financial information as a data provider.
Moody's is registered as an investment adviser under the Investment
Advisers Act of 1940 and the laws of a number of states.
Interactive Data Corporation
Interactive Data Corporation's (Interactive) principal business is
to provide securities information, including latest pricing and
descriptive data, corporate actions and announcements for all types of
securities, domestic and international. This information is delivered
soon after close-of-market for securities accounting applications,
including mutual fund and unit investment trust pricing. Interactive
also provides investment analysis software and related computer services
to financial organizations.
Databases offered by Interactive include price, volume and other
data on corporate equities and options, corporate bonds, U.S. Government
and agency securities, municipal bonds and other securities, as well as
company financial information such as revenues, earnings and assets.
Financial data are available on more than 16,000 U.S. and non-U.S.
companies, while securities data are available on more than 65,000 North
American equity securities, as well as numerous North American
government and municipal securities, and over 90,000 securities traded
outside North America. Data are updated daily, monthly, quarterly or
annually as new information becomes available. A wide range of database
management and applications software is also offered to retrieve,
manipulate, screen, download and analyze Interactive's and the
customer's data.
-7-
Delivery mechanisms available to suit individual customer's needs
include direct mainframe-to-mainframe transmission, on-line
telecommunication to a microcomputer or terminal and computer tape
delivered to the customer by courier or mail. Services are distributed
directly to end-user customers and by direct sales distributors of
value-added applications and other data delivery companies.
Interactive's services mainly target the banking, brokerage,
insurance, mutual fund and money manager customer segments. End users
include operations managers, money managers, portfolio managers,
research analysts and pension fund sponsors.
Interactive receives the data from public sources, under license
agreements from other organizations which collect data and creates its
own evaluations for delivery to customers. Although certain licenses
are important to the business, Interactive believes that it could
continue to conduct the business without these licenses, although at a
greater expense.
Interactive has three or four major competitors in each of its
business lines. The principal areas of competition are in quality of
service, primarily accuracy, quality of data, coverage, and price, and
in the case of software, functionality.
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
software for financial, human-resource, distribution and manufacturing
applications and decision support.
D&B Software products are installed throughout the world on a wide
range of computer hardware platforms, including Data General, Digital
Equipment Corporation, Fujitsu, Hewlett-Packard, IBM, ICL and SUN. The
software is used to manage financial, human-resource, manufacturing,
materials management activities and decision support capabilities. D&B
Software's products consist of an extensive line of applications
software packages for general businesses as well as related
implementation and education services. In addition, D&B Software
provides application tools which enable users to develop 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, 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 56% and 25% of D&B Software's revenues,
respectively. Approximately 27% of total revenue is generated from
operations outside of the U.S. In general, customers continue to
demonstrate commitment to D&B Software's products by maintaining high
levels of maintenance renewals.
During 1993, D&B Software continued to enhance its three new product
lines. First, Decision Support System (DSS) tools operating within D&B
Software's SmartStream client/server environment were upgraded to
deliver financial reporting capability and to support additional system
environments. These enhanced products are designed to leverage
investments in existing information systems by applying emerging
technologies to gain better and faster access to information. Second,
client/server financial applications -- Financial Stream -- were made
available in the fourth quarter. The financial applications combine
client/server computing and activity management capabilities to enable
customers to improve productivity by re-engineering how they conduct
business. Finally, in the fourth quarter of 1993, D&B Software
announced enhancements of its UNIX financial applications, which were
derived from existing products.
D&B Software initiated a number of actions during 1993 in order to
focus its capabilities on better serving its customers. Among these
actions was the establishment of a worldwide customer support operation
to significantly increase service levels. This, along with other
actions, will yield productivity improvements resulting from the
consolidation and transfer of certain activities from Europe and Asia
Pacific to the U.S.
-8-
D&B Software has strategic alliances with MicroSoft, Powersoft,
Sybase and Cognos and incorporates software developed by alliance
partners in its client/server DSS and application offerings. D&B
Software also has strategic alliances with hardware vendors such as Data
General, Hewlett-Packard, IBM, ICL, SUN and Digital Equipment
Corporation. 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 and build
technologically emerging client/server solutions, D&B Software will face
new risks including the ability to build new client/server products and
related after-market products, migrate customers to new applications and
manage changes in capabilities required to install and support new
products and manage strategic alliance relationships. Many customers
are indicating that they intend to migrate from their existing mainframe
applications to client/server solutions. However, the timing of this
transition and the related impact on revenue is somewhat uncertain,
influenced, in part, by the economy.
D&B Software'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.
D&B Software faces numerous existing as well as potential
competitors. Most competitors operate as niche players in particular
segments of the marketplace. As in the past, D&B Software anticipates
that the field of competitors will change dramatically, 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 the determining competitive factors in this industry.
Sales Technologies, Inc.
Sales Technologies, Inc. (ST), a leader in the field of sales
automation solutions, develops, installs and supports networked systems
that enable organizations to improve sales-force effectiveness,
productivity, communication and customer satisfaction.
ST's products focus on managing sales-force opportunities. Designed
to improve communication between corporate and field offices, ST
products allow multiple personnel access to customer and prospect
information--fully supporting the team-selling environment. Through a
key feature called 'transactions,' synchronized net changes are
communicated between corporate and field databases to ensure each
individual is working with up-to-date information. As a market leader,
ST provides customers with a unique combination of expertise in vertical
industries, training, consulting, selling methodologies, implementation
and roll-out. ST's services staff can also integrate many customers'
existing applications.
ST offers its customers competitive advantage in many areas, due to
ST's organizational size, strength, alliances with key data providers
and number of years in the sales automation business. In particular,
the linkages with other Dun & Bradstreet databases are of increasing
value to customers. ST also provides superior implementation, system
integration, management consulting, user training, help desk, hardware
repair and replacement, database design and facilities management
services, resulting in turnkey solutions.
Although there are hundreds of other sales automation niche vendors,
ST believes its strength lies in working with its customers to provide
a total, integrated solution to actual business problems in the
pharmaceutical, consumer packaged foods, high-technology manufacturing
and financial services industries, as well as other business-to-business
markets.
-9-
Erisco, Inc.
Erisco, Inc. (Erisco) develops and markets proprietary software
applications and services used primarily in the administration of health
care benefits. Its primary markets include managed-care organizations,
insurance carriers, third party administrators and self-administered
corporations. Erisco has successfully completed the first phase of its
new Facets product, which has a targeted market of advanced managed-care
organizations requiring client/server technology. Erisco faces
competition from a variety of software vendors in both traditional
indemnity, as well as the new managed-care markets. The current climate
of health-care reform represents both an opportunity and some
uncertainty, as the new complexion of health-care reform unfolds.
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 18 telephone company clients throughout the U.S. RHD
provides these services for more than 400 directories in 17 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
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 and street address directories. RHD Yellow
Pages product and marketing enhancements include Talking Yellow Pages,
Touch Four 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 California. The unit also participates in
the management of directory activity of RHD's C-Don partnership with
Commonwealth Cellular Telephone Services, Inc. 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.
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 UniDon partnership agreement to serve customers
and advertisers in central Florida markets.
DonTech, a partnership between RHD and Ameritech is responsible for
publishing directories throughout Illinois and northwestern Indiana.
DonTech also sells and distributes "Money Savers" direct mail
advertising coupons, publishes Street Address Directories in Illinois,
Michigan and Indiana, and publishes and markets map books in Illinois.
DonTech operates a fulfillment center which markets directories
primarily throughout Illinois, Indiana, Michigan and Ohio.
-10-
Thomson Directories, a partnership between Donnelley Directory, Ltd.
and T.I.S. (Directories) Limited (The Thomson Corporation), is the
largest independent publisher of Yellow Pages directories in the United
Kingdom. In 1993, the unit published 141 directories.
The units of RHD face increasing competition from other Yellow Pages
publishers and other media, including newspapers, radio, direct mail and
broadcast and cable television.
OTHER BUSINESS SERVICES
Dun & Bradstreet Plan Services, Inc.
Dun & Bradstreet Plan Services, Inc., through its Plan Services,
Inc. (PSI) unit, markets and administers health, dental, life, and
disability insurance for individuals and small to medium-sized
businesses throughout the U.S. PSI promotes the sale of various
insurance plans through seminars, telemarketing, direct mail and
personal contact with insurance agents around the country. As a third
party administrator, PSI performs a variety of functions on behalf of
insurance carriers that bear the insurance risk for the individual and
small group products, and for companies that choose to self-insure their
insurance programs. PSI's sales and marketing activities include
assisting in product design, suggesting pricing strategies, identifying
market opportunities, promoting the product, and providing sales
assistance to agents that distribute the products. The administrative
functions performed by PSI include underwriting and enrolling new cases,
paying claims, billing and collecting premiums, and providing customer
service. In addition, PSI helps manage claims costs through cost
containment activities, including utilization review and medical case
management.
The market for PSI's products and services is employees of small to
medium-sized businesses and individuals that do not receive health
insurance benefits through their employers. The market is fragmented
among many competitors, none of which has a significant share of the
market. Competition in the health insurance market is based largely on
price, but also depends on the level of product benefits, financial
strength of the carrier and the quality and timeliness of service
provided. In addition, the introduction of a government-mandated health
care program could have a favorable or unfavorable impact, depending
upon the terms of the program.
Dun & Bradstreet Plan Services, Inc. also includes Dun & Bradstreet
Pension Services, Inc., which provides pension administration and
benefit consulting for small to medium-sized businesses, and Erisco,
Inc., which is described in the Software Services section.
Gartner Group, Inc.
Gartner Group, Inc. (Gartner Group) is the leading independent
provider of subscription-based research and analysis of the computer
hardware and software, communications and related technology industries
(IT industry). Gartner Group's target customers are corporate and other
large users of information technologies. These client organizations
utilize Gartner Group's research and analysis for strategic planning of
long-term information technology needs and as a basis for systems
purchasing decisions. Gartner Group believes that its products can
provide significant benefits to clients through more effective long-term
planning, improved productivity, reduced costs and better terms from
vendors. These services are also used by vendors of IT systems and
products as a source of information on new markets, competitive
products, buying trends and evolving market needs.
Gartner Group's principal products are annually renewable
subscription services, 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. There are currently 34 principal Continuous Services
products, each of which addresses a specific technology or market
sector. Each service is supported by a team of research staff members
with substantial experience in the covered segment or topic of the IT
industry. Revenues from Continuous Service products account for
approximately 86% of annual revenue.
-11-
Gartner Group's other revenues are derived from consulting,
conferences, speaker engagement fees, publications and revenue pursuant
to a research sharing agreement. Consulting clients typically consist
of Continuous Services clients seeking focused advice on their
individual strategic needs with regards to information technology.
As of September 30, 1993, Gartner Group had over 11,000 client
interfaces, defined as an individual IT professional at a client who
receives directly from Gartner Group all printed materials relating to a
particular Continuous Service. At such date, Gartner Group had an
aggregate of approximately 3,700 client organizations, including 47 of
the top 50 1992 Fortune 500 industrial companies. No single client
organization accounted for more than 2% of revenues in fiscal 1993.
In the United States, Gartner Group's distribution network has added
to its direct sales force a network of independent sales
representatives. In 25 countries outside of the United States, the
market is addressed through a direct sales force, distributors and a
joint venture. Sales to customers outside the United States constituted
36% of revenues in 1993. Gartner Group's non-U.S. operations are
subject to the 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 products are
services, rather than production of products which require manufacturing
facilities or the use of natural resources.
Gartner Group's products and services are subject to direct and
indirect competition from other independent providers of similar
services, as well as, internal marketing and planning organizations of
its customers and other information providers, including electronic and
print media companies and consulting firms, many of whom have
substantially greater financial, information gathering and marketing
resources than Gartner Group. In addition, although Gartner Group
believes that it has established a significant market presence, there
are few barriers to entry into the market and new competitors could
readily seek to compete against Gartner Group in one or more market
segments addressed by its Continuous Service products. Increased
competition, direct and indirect, could adversely affect Gartner
Group's operating results through pricing pressure and loss of market
share.
NCH Promotional Services
NCH Promotional Services (NCH) is a worldwide supplier of coupon
processing and promotional-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's 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 and through direct mail. Retailers of
varying sizes are offered coupon processing services using laser
scanning technology, Smartscan, to consolidate and ship all of their
coupons, regardless of type or issuing manufacturer, to NCH where their
coupons will be validated, scanned, counted, sorted and reimbursed to
them in a single check. Various coupon activity reports are also
supplied. Convenience and economy are furnished to the retailer. In
turn, NCH consolidates shipments received from many retailers and bills
the manufacturers, which reduces the manufacturers' coupon redemption
cost and simplifies their coupon handling.
Validation of coupon claims, timely payment and redemption activity
report services are provided for manufacturers through NCH's Process
2000 System. A wide range of customized marketing reports are available
in various data formats, which allows for manufacturers to receive
financial and promotional information related to coupons processed in a
format suited to their individual requirements.
-12-
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 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. Numerous rival coupon clearing houses,
billing services, manufacturer redemption agents and manufacturers who
handle their own redemption services provide competition. Competition
in the retailer service business largely focuses on price. The
manufacturer business competes on a combination of price and service,
namely timeliness, misredemption control and redemption analysis. NCH
provides the widest array of value added products in the industry for
the analysis of redemption information.
Dataquest Incorporated
Dataquest Incorporated (Dataquest) is a global market research and
consulting company serving the high-technology and heavy-machinery
sectors. The company is regionally organized into three business units:
North America, Europe and Asia. Its product lines fall into three
primary categories: technology information, machinery information and
conferences.
Dataquest's Technology Information Group provides worldwide market
coverage on the computer systems and peripherals, document management,
semiconductors, services, software and telecommunications sectors of the
information technology industry. Each of these six groups offers a wide
range of products and services, including annual-subscription services,
consulting and primary research, conferences, reports and newsletters.
Dataquest's Machinery Information Group is one of the most complete
information resources for a customer's management to gather working data
on construction, mining, logging and the material-handling equipment
industries.
Dataquest's Invitational Computer Conferences Group (ICC) produces
regional trade shows covering the areas of computer peripherals and
computer connectivity.
As a leader in high-technology market research, Dataquest faces
direct competition from a few large competitors as well as a number of
very small competitors and consultants. In addition, Dataquest faces
indirect competition from companies that perform their own in-house
market research.
D&B HealthCare Information
D&B HealthCare Information was formed in 1993 to address new market
opportunities in health-care information and decision-support services.
In July, D&B HealthCare Information acquired Health Research Network, a
provider of clinical information on the incidence and treatment of
HIV/AIDS.
D&B HealthCare was selected by the U.S. Centers for Disease Control
(CDC) to create HIV/AIDS research studies. The studies will create a
national database on AIDS-related conditions and trends in prevention
and treatment. In January 1994 D&B HealthCare acquired Lexecon Health
Service, Inc., the largest non-government supplier of patient outcome
studies to U.S. health-care providers.
D&B Enterprises, Inc.
D&B Enterprises, Inc. invests in emerging and established businesses
in the information industry as a limited partner in Information Partners
Capital Fund, a venture capital limited partnership.
-13-
RESOURCE GROUP
DunsNet
DunsNet, the Company's private telecommunications network, delivers
approximately 90% of the on-line services provided by the Company's
divisions, among them DBIS North America, IMS International, Nielsen
Media Research, Nielsen Marketing Research, Moody's Investors Service,
D&B Software and DBIS Europe and Asia/Pacific/Latin America, to
customers worldwide. Network service is established in four geographic
areas: North America, South America, Europe and the Asia/Pacific
encompassing 27 countries and over 300 cities, providing the Company's
divisions with a shared, economical resource that facilitates expansion
of international on-line services.
DunsNet gives the Company direct control over the quality of the
transmission of data and reduces associated costs. DunsNet also
supports the Company's data-collection activities. Its DunsMail service
provides global delivery of business correspondence via electronic mail.
(Costs are included in all five business segments.)
DunsGate
DunsGate is the corporate resource organization that helps the
Company's divisions develop and maintain advanced electronic
distribution systems that give customers easier, faster and more
effective access to the Company's products. In 1993, DunsGate-operated
gateways, in the U.S., United Kingdom, Canada and Australia, supported
customer access to risk-management and marketing information products
through systems that utilize electronic voice response, facsimile and
personal computers. (Costs are included in Risk Management and Business
Marketing Information Services and Other Business Services.)
DunsCenter
DunsCenter is a corporate resource unit that provides MVS-based data
processing services, particularly for accounting, finance and human
resource applications, solely to internal divisions nationwide.
DunsCenter provides MVS-based Millennium financial software for General
Ledger, Accounts Payable, Accounts Receivable, Fixed Assets, Payroll and
Human Resources applications. DunsCenters' information systems staff
support all of the Millennium financial products applications currently
running on DunsCenter's Amdahl mainframe platform.
The names of the Company's products are trademarks or registered
trademarks of The Dun & Bradstreet Corporation or one of its
subsidiaries.
ITEM 2. PROPERTIES[DJV1]
The principal properties of the Company, by business segment, are
set forth below.
The executive offices of The Dun & Bradstreet Corporation are
located at 200 Nyala Farms, Westport, Connecticut, and 299 Park Avenue,
New York, New York, in leased facilities.
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 nine facilities.
Three properties are located in Omaha, Nebraska and one property each in
Dunedin, Florida; Fond du Lac, Wisconsin; Northbrook, Illinois; Totowa,
New Jersey; Plymouth Meeting and West Norriton, Pennsylvania.
Owned properties located outside the U.S. include twelve facilities:
two properties in Lisbon, Portugal; and one property each in Toronto,
Canada; Oxford, England; Lucerne, Switzerland; Espoo, Finland; Mexico
City, Mexico; Buenos Aires, Argentina; Crows Nest and Artarmon,
Australia; Innsbruck, Austria; and Pinner, England.
-14-
The operations of this segment are also conducted from forty-eight
leased offices located throughout the U.S. and ninety-four 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 Curitiba,
Rio de Janeiro and Sao Paulo, Brazil; Buenos Aires, Argentina; Mexico
City, Mexico; Caracas and Maracaibo, Venezuela; High Wycombe, England;
and ten properties throughout Italy. The operations of this segment are
also conducted from 142 leased offices located throughout the U.S. and
110 non-U.S. office locations.
Software Services
Operations are conducted from thirty-eight leased offices located
throughout the U.S. and twenty-seven 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
forty-five leased offices located throughout the U.S.
Other Business Services
Owned properties located within the U.S. include three facilities:
one each in San Jose, California; Clinton, Iowa; and El Paso, Texas.
Owned properties located outside the U.S. include six 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-one
leased offices located throughout the U.S. and thirty non-U.S. office
locations.
Resource Group
Owned property within the U.S. include one building in Wilton,
Connecticut. Operations are also conducted from fourteen leased office
locations throughout the U.S. and two non-U.S. office locations.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 12 of Notes to Consolidated Financial
Statements on Page 29 of the 1993 Annual Report, which is incorporated
herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
-15-
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, 1994 and brief summaries of their business experience during the past
five years.
Name Title Age
- ---- ----- ---
Charles W. Moritz Chairman** 57
Robert E. Weissman President and Chief Executive Officer** 53
Edwin A. Bescherer, Jr. Executive Vice President-Finance 60
and Chief Financial Officer
Serge Okun Executive Vice President 47
Volney Taylor Executive Vice President** 54
Michael F. Brewer Senior Vice President- 50
Communications & Government Affairs
David Fehr Senior Vice President 58
John J. Fitzpatrick Senior Vice President-Human Resources 54
William G. Jacobi Senior Vice President 50
Robert J Lievense Senior Vice President 48
Charles F. G. Raikes Senior Vice President 63
and General Counsel
Dennis G. Sisco Senior Vice President 47
Richard B. Williams Senior Vice President- 48
Corporate Strategy
Thomas W. Young Senior Vice President and Controller 55
* Set forth as a separate item pursuant to Items 401(b) and (e) of
Regulation S-K.
** Member of the Board of Directors.
Mr. Moritz was elected Chairman and Chief Executive Officer of
The Dun & Bradstreet Corporation (Dun & Bradstreet), effective January
1, 1985; he relinquished the title of Chief Executive Officer,
effective January 1, 1994.
Mr. Weissman was elected President and Chief Executive Officer of
Dun & Bradstreet, effective January 1, 1994; he had been elected
President and Chief Operating Officer, effective January 1, 1985.
Mr. Bescherer was elected Executive Vice President-Finance of Dun &
Bradstreet, effective June 17, 1987 and, in addition, Chief Financial
Officer, effective April 18, 1984.
Mr. Okun was elected Executive Vice President of Dun & Bradstreet,
effective July 21, 1993; he had been elected Corporate Senior Vice
President, effective July 17, 1991. He also serves as President and
Chief Executive Officer of A. C. Nielsen Company, to which offices he
was elected, effective July 26, 1993, and as President and Chief
Executive Officer of I.M.S. International, Inc., to which offices he
was elected, effective May 26, 1988.
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. 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.
-16-
Mr. Fehr was elected Senior Vice President of Dun & Bradstreet,
effective January 1, 1985.
Mr. Fitzpatrick was elected Senior Vice President-Human Resources
of Dun & Bradstreet, effective July 21, 1993; he had been elected
Senior Vice President-Human Resources Administration, effective
September 1, 1987.
Mr. Jacobi was 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).
He had also served through February 28, 1989 as Senior Vice President-
Planning & Acquisitions of Dun & Bradstreet, to which office he was
elected, effective June 17, 1987.
Mr. Lievense was elected Senior Vice President of Dun & Bradstreet,
effective July 21, 1993. He also serves as Chairman of The Reuben H.
Donnelley Corporation, to which office he was elected, effective July
26, 1993. Previously he had served through July 20, 1993 as Chairman
of Dataquest Incorporated (September 1, 1991) and as President of NCH
Promotional Services, Inc. (July 27, 1990). He had also served through
December 31, 1990 as President of Nielsen Clearing House Division of
A. C. Nielsen Company (June 25, 1989). Prior thereto, he had served as
Senior Vice President-Manufacturing & Engineering of the Mrs. Smith's
Frozen Foods Division of the Kellogg Company (August, 1987).
Mr. Raikes was elected Senior Vice President and General Counsel of
Dun & Bradstreet, effective January 21, 1976.
Mr. Sisco was 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 Dataquest Incorporated, to which office he
was elected, effective July 26, 1993.
Mr. Williams was elected Senior Vice President-Corporate Strategy
of Dun & Bradstreet, effective October 1, 1990. Prior thereto, he had
served with Unisys Corporation as Vice President-Marketing, U.S.
(September 6, 1989) and as Vice President-Corporate Strategy (December
19, 1988).
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.
-17-
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 Common Stock
Information in the "Financial Review" on Page 16 of the 1993 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 1989 through 1993
set forth in the "Ten-Year Selected Financial Data" on Pages 34 and 35
of the 1993 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 13 to 16 of the 1993 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 11, 1994 filed with the Securities
and Exchange Commission, except that "Executive Officers of the
Registrant" on Pages 16 and 17 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 11, 1994
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 11, 1994 filed with
the Securities and Exchange Commission.
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 11, 1994 filed with
the Securities and Exchange Commission.
-18-
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 Schedules on Page 21.
(2) Financial Statement Schedules.
See Index to Financial Statements and Schedules on Page 21.
(3) Other Financial Information.
Performance and Outlook, 1993.
Ten Year Selected Financial Data.
(4) Exhibits.
See Index to Exhibits on Pages 26 to 28, which indicates which
Exhibits are management contracts or compensatory plans
required to be filed as Exhibits. Only responsive information
appearing on Pages 6 to 12 and 24 to 45 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.
-19-
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: CHARLES W. MORITZ
___________________________
(Charles W. Moritz,
Chairman of the Board)
By: ROBERT E. WEISSMAN
___________________________
(Robert E. Weissman,
President and Chief
Executive Officer)
By: EDWIN A. BESCHERER, JR.
___________________________
(Edwin A. Bescherer,Jr.
Executive Vice President-Finance
and Chief Financial Officer)
By: THOMAS W. YOUNG
___________________________
(Thomas W. Young,
Senior Vice President
and Controller)
Date: March 25, 1994
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. JOHN R. MEYER
______________________________ ______________________________
(Hall Adams, Jr., Director) (John R. Meyer, Director)
CLIFFORD L. ALEXANDER, JR. CHARLES W. MORITZ
______________________________ ______________________________
(Clifford L. Alexander, Jr., (Charles W. Moritz, Director)
Director)
KINGMAN DOUGLASS JAMES R. PETERSON
______________________________ ______________________________
(Kingman Douglass, Director) (James R. Peterson, Director)
MARY JOHNSTON EVANS MICHAEL R. QUINLAN
______________________________ ______________________________
(Mary Johnston Evans, Director) (Michael R. Quinlan, Director)
ROBERT A. HANSON VOLNEY TAYLOR
______________________________ ______________________________
(Robert A. Hanson, Director) (Volney Taylor, Director)
ROBERT J. LANIGAN ROBERT E.WEISSMAN
______________________________ ______________________________
(Robert J. Lanigan, Director) (Robert E. Weissman, Director)
VERNON R. LOUCKS, JR.
______________________________
(Vernon R. Loucks, Jr., Director)
Dated: March 25, 1994
-20-
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS:
The Company's consolidated financial statements, the notes thereto and
the related report thereon of Coopers & Lybrand, independent public
accountants, for the years ended December 31, 1993, 1992 and 1991,
appearing on Pages 17 to 35 of the accompanying 1993 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 1993 Annual
Report
_____________ _____________
Report of Independent Public Accountants F-19 17
Statement of Management Responsibility for Financial F-20 18
Statements
As of December 31, 1993 and 1992:
Consolidated Statement of Financial Position F-22 to F-23 19
For the years ended December 31, 1993, 1992 and 1991:
Consolidated Statement of Income F-21 18
Consolidated Statement of Cash Flows F-24 20
Consolidated Statement of Shareowners' Equity F-25 21
Notes to Consolidated Financial Statements F-26 to F-44 22-33
Quarterly Financial Data (Unaudited) for the years ended
December 31, 1993 and 1992 F-44 33
Management's Discussion and Analysis
of Financial Condition and Results of Operations F-12 to F-18 13-16
Other financial information:
Performance and Outlook, 1993 F-1 to F-11 5-12
Ten year selected financial data F-45 34-35
SCHEDULES:
Report of Independent Public Accountants 22 17
The Dun & Bradstreet Corporation and Subsidiaries:
VIII - Valuation and Qualifying Accounts for the years ended
December 31, 1993, 1992 and 1991.................... 23 -
IX - Short-term Borrowings for the years ended
December 31, 1993, 1992 and 1991.................... 24 -
X - Supplementary Income Statement Information for
years ended December 31, 1993, 1992 and............. 25 -
Schedules other than those listed above are omitted as not required
or inapplicable or because the required information is given in the
financial statements, including the notes thereto.
-21-
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners 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, 1993 and 1992, and for the
years ended December 31, 1993, 1992 and 1991, has been incorporated by
reference in this Form 10-K from page 17 of the 1993 Annual Report of
The Dun & Bradstreet Corporation. In connection with our audits of such
financial statements, we have also audited the related financial
statement schedules listed in the index on page 21 of this Form 10-K.
In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND
Stamford, Connecticut
January 27, 1994
-22-
SCHEDULE VIII
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1993, 1992, 1991
(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, 1993... $ 82.4 $ 42.2 $ 45.4 $ 79.2
======= ======= ======= =======
For the Year Ended December 31, 1992... $ 69.8 $ 64.5 $ 51.9 $ 82.4
======= ======= ======= =======
For the Year Ended December 31, 1991... $ 68.8 $ 48.2 $ 47.2 $ 69.8
======= ======= ======= =======
NOTE:
(a) Represents primarily the charge-off of uncollectible accounts
for which a reserve was provided.
-23-
SCHEDULE IX
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
for the years ended December 31, 1993, 1992, 1991
(Dollar amounts in millions)
__________________________________________________________________________________________________________
COL. A COL.B COL.C COL.D COL.E COL.F
__________________________________________________________________________________________________________
Maximum Average Weighted
Weighted Amount Amount Average
Balance Balance Outstanding Outstanding Interest
Category of Aggregate at End at End During the During the Rate During
Short-term Borrowings of Period of Period Period Period the Period
_____________________ _________ ___________ _____________ _________ ____________
Year Ended December 31, 1993:
Banks(C) $ 6.2 14.75% $ 27.1 $ 9.9 9.82%
Commercial Paper(D) $ 82.9 3.22% $ 123.3 $ 61.7 3.37%
Year Ended December 31, 1992:
Banks(C) $ 10.5 8.86% $ 42.7 $ 17.8 8.15%
Commercial Paper(D) $ 117.8 3.33% $ 241.5 $ 112.0 4.81%
Year Ended December 31, 1991:
Banks(C) $ 13.4 8.14% $ 113.4 $ 52.9 9.41%
Commercial Paper(D) $ 172.3 4.79% $ 229.0 $ 120.5 6.06%
__________________
(A) The average amounts outstanding were calculated using daily
balances for commercial paper and monthly balances for notes
payable to banks.
(B) The weighted average interest rates were calculated by dividing the
interest expense for the year for such borrowings by the average
amounts outstanding during the period.
(C) Bank obligations consist principally of notes payable to banks in
Latin America and Europe.
(D) Represents commercial paper supported by short-term borrowing
agreements with several U.S. banks.
-24-
SCHEDULE X
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended December 31, 1993, 1992, 1991
(In millions)
______________________________________________________________________
COL. A COL.B
______________________________________________________________________
Charged to Costs and
Expenses for the years ended
Item December 31,
_________ ________________________________
1993 1992 1991
_____ _____ _____
Maintenance & Repairs................. $69.7 $76.5 $77.1
===== ===== =====
All other items are omitted as such amounts are each less than one
percent of consolidated operating revenue or have been disclosed in the
consolidated financial statements.
-25-
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as SS.
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...................... Exhibit E**
(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 19, 1990 (incorporated herein by reference to Exhibit E
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, file number 1-7155, filed March 27, 1991).
(b) Nonfunded Deferred Compensation Plan for Non-Employee Directors
of Registrant, as amended April 21, 1993....................... Exhibit F**
(c) Pension Benefit Equalization Plan adopted October 17, 1990
(incorporated herein by reference to Exhibit G to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990,
file number 1-7155, filed March 27, 1991).
(d) Profit Participation Benefit Equalization Plan adopted October
17, 1990 (incorporated herein by reference to Exhibit H to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, file number 1-7155, filed March 27, 1991).
(e) 1982 Key Employees Stock Option Plan for Registrant and
Subsidiaries, as amended July 17, 1991 (incorporated herein
by reference to Exhibit E to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991, file number
1-7155, filed March 26, 1992)
(f) 1991 Key Employees Stock Option Plan for Registrant and
Subsidiaries, adopted April 16, 1991 (incorporated herein
by reference to Exhibit 28(a) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991).
(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).
-26-
Regulation S-K Exhibit to
Exhibit Number this Report
______________ ____________
(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).
(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)Corporate Management Incentive Plan, effective January 1, 1990
(incorporated herein by reference to Exhibit J to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1989,
file number 1-7155, filed March 26, 1990).
(o)1989 Key Employees Restricted Stock Plan for Registrant and
Subsidiaries, as amended July 19, 1989 (incorporated herein by
reference to Exhibit K to Registrant's Annual Report on Form
10-K for the year ended December 31, 1989, file number 1-7155,
filed March 26, 1990).
(p)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).
(q)Performance-Based Restricted Stock Agreement................... Exhibit G**
(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 October
17, 1990 (incorporated herein by reference to Exhibit J
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990, file number 1-7155, filed
March 27, 1991)
(t)IMS International, Inc. Executive Pension Plan, dated
November 5, 1987 (incorporated herein by reference to
Exhibit E to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992, file number 1-7155, filed
March 25, 1993)
(u)IMS International, Inc. Long-Term Incentive Compensation
Plan, as amended April 19, 1991 (incorporated herein by
reference to Exhibit F to Registrant's Annual Report on Form
10-K for the year ended December 31, 1992, file number
1-7155, filed March 25, 1993).
(v)Agreement of Limited Partnership of D&B Investors L.P.,
dated as of October 14, 1993................................... Exhibit H**
(w)Purchase Agreement and Purchase Agreement Amendment dated
October 14, 1993.among D&B Investors L.P., and other parties... Exhibit I**
(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.
1993 Annual Report............................................. Exhibit D**
(18) Letter Re Change in Accounting Principles.
Not applicable.
(19) Previously Unfiled Documents.
Not applicable
(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1994............. 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 Certified Public Accountants............ Exhibit C**
-27-
Regulation S-K Exhibit to
Exhibit Number this Report
______________ ____________
(24) Power of Attorney.
Not applicable.
(28) Information from Reports Furnished to State Insurance Regulatory
Authorities.
Not applicable.
(99) Additional Exhibits.
Not applicable.
*Not included in this document
**Filed electronically
-28-
{PAGE \# "'Page: '#'
'"|Page: 41
}[DJV1] ALL ENTRIES WHICH HAVE BEEN UPDATED ARE IN BOLD PRINT.