10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

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 1-15967

The Dun & Bradstreet Corporation

(Exact name of registrant as specified in its charter)

Delaware	22-3725387
(State of incorporation)	(I.R.S. Employer Identification No.)
103 JFK Parkway, Short Hills, NJ	07078
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 921-5500

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  þ        No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one:)

Large accelerated filer  þ            Accelerated filer  ¨            Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨        No  þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Title of Class	Shares Outstanding at March 31, 2007
Common Stock, par value $0.01 per share	59,404,096

THE DUN & BRADSTREET CORPORATION

INDEX TO FORM 10-Q

		Page
	PART I. FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and 2006 (Unaudited)	1
	Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006 (Unaudited)	2
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 (Unaudited)	3
	Notes to Consolidated Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
	PART II. OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	38
Item 6.	Exhibits	39
	SIGNATURES

(i)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The Dun & Bradstreet Corporation

Consolidated Statements of Operations (Unaudited)

	Three Months Ended March 31,
	2007			2006
	(Amounts in millions, except per share data)
Operating Revenues	$	392.3		$	367.2
Operating Expenses		117.4			109.4
Selling and Administrative Expenses		165.3			158.9
Depreciation and Amortization		9.4			6.5
Restructuring Charge		14.8			6.4
Operating Costs		306.9			281.2
Operating Income		85.4			86.0
Interest Income		1.5			2.7
Interest Expense		(6.4	)		(5.4	)
Other Income (Expense) - Net		5.9			(0.5	)
Non-Operating Income (Expense) - Net		1.0			(3.2	)
Income Before Provision for Income Taxes		86.4			82.8
Provision for Income Taxes		33.8			31.3
Minority Interest Income (Expense)		—			(0.1	)
Equity in Net Income of Affiliates		0.1			0.1
Net Income	$	52.7		$	51.5
Basic Earnings Per Share of Common Stock	$	0.89		$	0.77
Diluted Earnings Per Share of Common Stock	$	0.87		$	0.75
Weighted Average Number of Shares Outstanding - Basic		59.4			66.4
Weighted Average Number of Shares Outstanding - Diluted		60.9			68.4

The accompanying notes are an integral part of the unaudited consolidated financial statements.

1

The Dun & Bradstreet Corporation

Consolidated Balance Sheets (Unaudited)

	March 31, 2007			December 31, 2006
	(Amounts in millions, except per share data)
ASSETS
Current Assets
Cash and Cash Equivalents	$	139.6		$	138.4
Accounts Receivable, Net of Allowance of $19.8 at March 31, 2007 and $21.5 at December 31, 2006		409.1			415.0
Other Receivables		6.3			10.5
Prepaid Taxes		—			47.9
Deferred Income Tax		11.5			11.2
Other Current Assets		21.9			22.0
Total Current Assets		588.4			645.0
Non-Current Assets
Property, Plant and Equipment, Net of Accumulated Depreciation of $147.4 at March 31, 2007 and $145.4 at December 31, 2006		49.7			50.7
Prepaid Pension Costs		206.2			199.0
Computer Software, Net of Accumulated Amortization of $334.5 at March 31, 2007 and $330.4 at December 31, 2006		57.3			54.4
Goodwill		254.6			228.2
Deferred Income Tax		90.8			106.1
Deposit		39.8			39.8
Other Non-Current Assets		105.4			36.9
Total Non-Current Assets		803.8			715.1
Total Assets	$	1,392.2		$	1,360.1
LIABILITIES
Current Liabilities
Accounts Payable	$	35.9		$	40.3
Accrued Payroll		85.0			129.0
Accrued Income Tax		—			2.8
Short-Term Debt		0.1			0.1
Other Accrued and Current Liabilities (Note 12)		178.9			165.9
Deferred Revenue		526.8			467.4
Total Current Liabilities		826.7			805.5
Pension and Postretirement Benefits		410.1			416.3
Long-Term Debt		484.1			458.9
Liabilities for Unrecognized Tax Benefits		106.7			54.4
Other Non-Current Liabilities		22.4			21.5
Total Liabilities		1,850.0			1,756.6
Contingencies (Note 7)
Minority Interest Liability		4.6			2.6
Shareholders’ Equity
Series A Junior Participating Preferred Stock, $0.01 par value per share, authorized - 0.5 shares; outstanding - none		—			—
Preferred Stock, $0.01 par value per share, authorized - 9.5 shares; outstanding - none		—			—
Series Common Stock, $0.01 par value per share, authorized - 10.0 shares; outstanding - none		—			—
Common Stock, $0.01 par value per share, authorized - 200.0 shares; issued - 81.9 shares		0.8			0.8
Capital Surplus		190.5			186.8
Retained Earnings (Note 13)		1,135.9			1,132.2
Treasury Stock, at cost, 22.5 shares at March 31, 2007 and 21.8 shares at December 31, 2006		(1,344.6	)		(1,265.9	)
Accumulated Other Comprehensive Income		(445.0	)		(453.0	)
Total Shareholders’ Equity		(462.4	)		(399.1	)
Total Liabilities and Shareholders’ Equity	$	1,392.2		$	1,360.1

The accompanying notes are an integral part of the unaudited consolidated financial statements.

2

The Dun & Bradstreet Corporation

Consolidated Statements of Cash Flows (Unaudited)

	For the Three Months Ended March 31,
	2007			2006
	(Amounts in millions)
Cash Flows from Operating Activities:
Net Income	$	52.7		$	51.5
Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		9.4			6.5
Amortization of Unrecognized Pension Loss		7.7			—
Gain from Sales of Businesses		(5.8	)		—
Income Tax Benefit from Stock-Based Awards		11.7			23.8
Excess Tax Benefit on Stock-Based Awards		(9.9	)		(18.1	)
Equity-Based Compensation		7.6			5.8
Restructuring Charge		14.8			6.4
Restructuring Payments		(8.1	)		(3.9	)
Deferred Income Taxes, Net		51.9			0.8
Accrued Income Taxes, Net		(27.8	)		2.4
Changes in Current Assets and Liabilities:
Decrease in Accounts Receivable		11.2			7.1
Net Decrease in Other Current Assets		0.3			3.0
Increase in Deferred Revenue		57.3			60.7
Decrease in Accounts Payable		(1.2	)		(15.0	)
Net Decrease in Accrued Liabilities		(35.8	)		(46.3	)
Net Decrease in Other Accrued and Current Liabilities		(4.1	)		(6.7	)
Changes in Non-Current Assets and Liabilities:
Net Increase in Other Long-Term Assets		(5.5	)		(38.6	)
Net Decrease in Long-Term Liabilities		(6.6	)		(3.5	)
Net, Other Adjustments		(0.2	)		0.3
Net Cash Provided by Operating Activities		119.6			36.2
Cash Flows from Investing Activities:
Investments in Marketable Securities		—			(139.6	)
Redemptions of Marketable Securities		—			145.8
Payments for Acquisitions of Businesses, Net of Cash Acquired		(29.8	)		(7.6	)
Cash Settlements of Foreign Currency Contracts		(0.6	)		(0.2	)
Capital Expenditures		(6.5	)		(1.6	)
Additions to Computer Software and Other Intangibles		(8.5	)		(4.1	)
Net, Other		0.2			(0.5	)
Net Cash Used in Investing Activities		(45.2	)		(7.8	)
Cash Flows from Financing Activities:
Payments for Purchases of Treasury Shares		(105.6	)		(122.5	)
Net Proceeds from Stock-Based Awards		10.3			20.0
Spin-off Obligation		—			(20.9	)
Payment of Debt		—			(300.0	)
Proceeds from Issuance of Long-Term Debt		—			299.2
Payment of Dividend		(14.9	)		—
Proceeds from Borrowings on Credit Facilities		122.7			—
Payments of Borrowings on Credit Facilities		(97.5	)		—
Payment of Bond Issue Costs		—			(2.2	)
Termination of Interest Rate Derivatives		—			5.0
Excess Tax Benefit on Stock-Based Awards		9.9			18.1
Net, Other		0.3			0.8
Net Cash Used in Financing Activities		(74.8	)		(102.5	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		1.6			4.9
Increase (Decrease) in Cash and Cash Equivalents		1.2			(69.2	)
Cash and Cash Equivalents, Beginning of Period		138.4			195.3
Cash and Cash Equivalents, End of Period	$	139.6		$	126.1
Supplemental Disclosure of Cash Flow Information:
Cash Paid for:
Income Taxes, Net of Refunds	$	(2.0	)	$	4.3
Interest	$	10.6		$	10.1

The accompanying notes are an integral part of the unaudited consolidated financial statements.

3

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Note 1 — Basis of Presentation

These interim consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q. They should be read in conjunction with the consolidated financial statements and related notes, which appear in The Dun & Bradstreet Corporation’s (“D&B,” “we” or “our”) Annual Report on Form 10-K for the year ended December 31, 2006. The consolidated results for interim periods do not include all disclosures required by accounting principles generally accepted in the United States of America for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included.

All significant inter-company transactions have been eliminated in consolidation.

The financial statements of the subsidiaries outside the United States (“U.S.”) and Canada reflect three month periods ended February 28, 2007 and 2006, in order to facilitate the timely reporting of our unaudited consolidated financial results and financial position.

Where appropriate, we have reclassified certain prior period amounts to conform to our current presentation.

Significant Accounting Policies

In preparing our unaudited consolidated financial statements and accounting for the underlying transactions and balances reflected therein, we have applied the significant accounting policies described in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2006. During the three months ended March 31, 2007, we updated our significant accounting policies as follows:

Income Taxes

Effective January 1, 2007, we adopted Financial Accounting Standard Board (“FASB”) Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” or “FIN 48,” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” or “SFAS No. 109.” We utilize a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Stock-Based Compensation

In connection with the issuance of a dividend in the first quarter of 2007, we updated our dividend assumption in our Black-Scholes valuation model from 0% at December 31, 2006 to 1.1% at March 31, 2007, in calculating the fair value of our employee stock options. We have estimated the dividend yield assumption by dividing the anticipated dividend payment by the stock price on the grant date.

Note 2 — Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115,” or “SFAS No. 159.” This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in SFAS No. 159 are elective; however, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity

4

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Securities,” applies to all entities with available-for-sale and trading securities. The fair value option established by SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method, (b) is irrevocable (unless a new election date occurs), and (c) is applied only to entire arrangements and not to portions of instruments. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157, “Fair Value Measurement,” or “SFAS No. 157.” We are currently assessing the impact the adoption of SFAS No. 159 will have, if any, on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the U.S. (“GAAP”) and expands fair value measurement disclosures. SFAS No. 157 does not require new fair value measurements and is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are currently assessing the impact the adoption of SFAS No. 157 will have, if any, on our consolidated financial statements.

In July 2006, the FASB issued FIN 48 which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB No. 109. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We adopted FIN 48 on January 1, 2007. As a result of the adoption, we recognized an increase of approximately $34.1 million (net of tax benefits) in the liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 retained earnings balance. See Note 8 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information regarding income taxes.

Note 3 — Impact of Implementation of the Blueprint for Growth Strategy

Restructuring Charge

Since the launch of our Blueprint for Growth Strategy, we have implemented Financial Flexibility Programs. Financial Flexibility is an ongoing process by which we seek to reallocate our spending from low-growth or low–value activities to other activities that will create greater value for shareholders through enhanced revenue growth, improved profitability and/or quality improvements. With each program, we have incurred restructuring charges (which generally consist of employee severance and termination costs, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income). These charges are incurred as a result of eliminating, consolidating, standardizing, and/or automating our business functions. We have also incurred transition costs such as consulting fees, costs of temporary workers, relocation costs and stay bonuses to implement our Financial Flexibility Programs.

For the three months ended March 31, 2007 and 2006, the restructuring charges were recorded in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” or “SFAS No. 146.” Under SFAS No. 146, the current period charge represents the liabilities incurred during the quarter for each of these obligations. For the three months ended March 31, 2006, the curtailment was recorded in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” or “SFAS No. 106.”

During the three months ended March 31, 2007, we recorded a $14.3 million restructuring charge in connection with the Financial Flexibility Program announced in January 2007 (“2007 Financial Flexibility Program”) and a $0.5 million restructuring charge in connection with the Financial Flexibility Program announced in February 2006 (“2006 Financial Flexibility Program”). The components of these charges included:

• Severance and termination costs of $14.3 million associated with approximately 175 employees, of which approximately 50 employees will exit the business in subsequent quarters, related to the 2007 Financial Flexibility Program and $0.5 million associated with approximately 15 employees related to the 2006 Financial Flexibility Program. During the three months ended March 31, 2007, we eliminated approximately 275 positions which included 150 open positions, and approximately 125 employees were terminated in conjunction with our 2007 Financial Flexibility Program. Approximately 10 positions were eliminated in conjunction with our 2006 Financial Flexibility Program.

5

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

During the three months ended March 31, 2006, we recorded a $4.6 million restructuring charge in connection with the 2006 Financial Flexibility Program, a $2.0 million restructuring charge in connection with the Financial Flexibility Program announced in February 2005 (“2005 Financial Flexibility Program”) and a $0.2 million net restructuring gain in connection with the Financial Flexibility Program announced in February 2004 (“2004 Financial Flexibility Program”). The components of these charges and gains included:

• Severance and termination costs of $4.6 million associated with approximately 50 employees related to the 2006 Financial Flexibility Program and $1.7 million associated with approximately 25 employees related to the 2005 Financial Flexibility Program;

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.3 million related to the 2005 Financial Flexibility Program; and

• A curtailment gain of $0.2 million related to the U.S. postretirement benefit plan resulting from employee actions for the 2004 Financial Flexibility Program. In accordance with SFAS No. 106, we were required to recognize immediately a pro-rata portion of the unrecognized prior service cost as a result of the employee terminations.

The following table sets forth, in accordance with SFAS No. 146, the restructuring reserves and utilization related to our 2007 Financial Flexibility Program.

	Severance and Termination			Lease Termination Obligations and Other Exit Costs		Total
2007 Restructuring Charges
Charge Taken during First Quarter 2007	$	14.3		$	—	$	14.3
Payments during First Quarter 2007		(2.7	)		—		(2.7	)
Balance Remaining as of March 31, 2007	$	11.6		$	—	$	11.6

The following table sets forth, in accordance with SFAS No. 146, the restructuring reserves and utilization related to our 2006 Financial Flexibility Program.

	Severance and Termination			Lease Termination Obligations and Other Exit Costs			Total
2006 Restructuring Charges
Charge Taken during First Quarter 2006	$	4.6		$	—		$	4.6
Payments during First Quarter 2006		(0.8	)		—			(0.8	)
Balance Remaining as of March 31, 2006	$	3.8		$	—		$	3.8
Charge Taken during Second Quarter 2006	$	2.6		$	0.9		$	3.5
Payments during Second Quarter 2006		(1.7	)		(0.1	)		(1.8	)
Balance Remaining as of June 30, 2006	$	4.7		$	0.8		$	5.5
Charge Taken during Third Quarter 2006	$	4.5		$	9.5		$	14.0
Payments during Third Quarter 2006		(2.3	)		(2.0	)		(4.3	)
Balance Remaining as of September 30, 2006	$	6.9		$	8.3		$	15.2
Charge Taken during Fourth Quarter 2006	$	1.3		$	—		$	1.3
Payments during Fourth Quarter 2006		(2.9	)		(3.0	)		(5.9	)
Balance Remaining as of December 31, 2006	$	5.3		$	5.3		$	10.6
Charge Taken during First Quarter 2007	$	0.5		$	—		$	0.5
Payments during First Quarter 2007		(2.8	)		(1.7	)		(4.5	)
Balance Remaining as of March 31, 2007	$	3.0		$	3.6		$	6.6

6

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Note 4 — Notes Payable and Indebtedness

Our borrowings are summarized in the following table:

	At March 31, 2007		At December 31, 2006
Debt Maturing Within One Year:
Other	$	0.1	$	0.1
Total Debt Maturing Within One Year	$	0.1	$	0.1
Debt Maturing After One Year:
Long-Term Fixed-Rate Notes (Net of a $0.6 million discount as of March 31, 2007 and December 31, 2006)	$	299.4	$	299.4
Credit Facilities		184.7		159.5
Total Debt Maturing After One Year	$	484.1	$	458.9

Fixed-Rate Notes

In March 2006, we issued senior notes with a face value of $300 million that mature on March 15, 2011 (the “2011 notes”), bearing interest at a fixed annual rate of 5.50%, payable semi-annually. The proceeds were used to repay our then existing $300 million notes, bearing interest at a fixed annual rate of 6.625% that matured on March 15, 2006. The 2011 notes of $299.4 million, net of $0.6 million remaining discount, are recorded as “Long-Term Debt” in our unaudited consolidated balance sheets at March 31, 2007 and December 31, 2006.

The 2011 notes were issued at a discount of $0.8 million and we incurred underwriting and other fees in the amount of approximately $2.2 million. These costs are being amortized over the life of the 2011 notes. The 2011 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. The 2011 notes do not contain any financial covenants.

On September 30, 2005 and February 10, 2006, we entered into interest rate derivative transactions with aggregate notional amounts of $200 million and $100 million, respectively. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in the anticipation of the above referenced debt issuance. These transactions were accounted for as cash flow hedges, and as such, changes in fair value of the hedges that took place through the date of debt issuance were recorded in “Accumulated Other Comprehensive Income.” In connection with the issuance of the 2011 notes, these interest rate derivative transactions were terminated, resulting in proceeds of approximately $5.0 million at the date of termination. The proceeds are recorded in “Accumulated Other Comprehensive Income” and are being amortized over the life of the 2011 notes.

Credit Facilities

At March 31, 2007 and December 31, 2006, we had a $300 million bank revolving credit facility available at prevailing short-term interest rates, which we terminated on April 19, 2007 as discussed below. This facility otherwise would have expired in September 2009. At March 31, 2007, we had $184.7 million of borrowings outstanding under this facility with a weighted average interest rate of 5.67%. At December 31, 2006, we had $159.5 million of borrowings outstanding under this facility with a weighted average interest rate of 5.84%. We borrowed under our facility from time-to-time during the three months ended March 31, 2007 to fund our share repurchases, working capital needs and the acquisition of First Research. See Note 11 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information regarding this acquisition. This facility also supported our commercial paper borrowings of up to $300 million (limited by borrowed amounts outstanding under the facility). We had not borrowed under our commercial paper program as of March 31, 2007 and December 31, 2006. The credit facility required the maintenance of interest coverage and total debt to earnings before income taxes, depreciation and amortization ratios (each as defined in the credit agreement). We were in compliance with these requirements at March 31, 2007 and December 31, 2006.

On April 19, 2007, we entered into a new $500 million, five-year credit agreement and terminated our then existing $300 million, five-year credit agreement as noted above. See Note 14 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information regarding this credit facility.

Other

        At March 31, 2007 and December 31, 2006, certain of our international operations had non-committed lines of credit of $15.1 million and $14.9 million, respectively. There were no borrowings outstanding under these lines of credit at March 31, 2007 and December 31, 2006. These arrangements have no material commitment fees and no compensating balance requirements.

7

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

At March 31, 2007 and December 31, 2006, we were contingently liable under open standby letters of credit issued by our bank in favor of third parties totaling $5.6 million.

Interest paid totaled $10.6 million and $10.1 million during the three months ended March 31, 2007 and 2006, respectively.

Note 5 — Reconciliation of Weighted Average Shares Outstanding

	At March 31,
	2007	2006
	(Share data in millions)
Weighted average number of shares outstanding - basic	59.4	66.4
Dilutive effect of our stock incentive programs	1.5	2.0
Weighted average number of shares outstanding- diluted	60.9	68.4

In addition, stock-based awards to acquire 0.3 million and 1.1 million shares of common stock were outstanding at March 31, 2007 and 2006, respectively, but were not included in the computation of diluted earnings per share because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. Our options generally expire 10 years after the grant date.

Our share repurchases were as follows:

	For the Three Months Ended March 31,
	2007				2006
Program	Shares		$ Amount		Shares		$ Amount
Share Repurchase Programs	0.8	(a)	$	68.7	1.3	(b)	$	91.9
Repurchases to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan (“ESPP”)	0.4	(c)		36.9	0.4	(d)		30.6
Total Repurchases	1.2		$	105.6	1.7		$	122.5

(a) In August 2006, our Board of Directors approved a new $200 million, one-year share repurchase program which commenced in October 2006. We anticipate this program will be completed in the third quarter of 2007.

(b) In February 2005, our Board of Directors approved an additional $100 million to our then existing $400 million, two-year share repurchase program announced in February 2004. This program was completed in September 2006.

(c) In August 2006, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program expires in August 2010.

(d) In July 2003, our Board of Directors approved a three-year, six million share repurchase program to mitigate dilution under our stock incentive plans and ESPP. This program was completed in August 2006.

In May 2007, we announced that the Board of Directors authorized a new $200 million, one-year share repurchase program to commence upon the completion of the program referenced in note (a) above. See Note 14 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information regarding this new share repurchase program.

8

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Note 6 — Comprehensive Income

Total comprehensive income for the three month periods ended March 31, 2007 and 2006, which includes net income and other gains and losses that affect shareholders’ equity, was as follows:

	Three Months Ended March 31,
	2007			2006
Net Income	$	52.7		$	51.5
Other Comprehensive Income:
Foreign Currency Translation Adjustment		0.6			4.3
Amortization of Unrecognized Pension Loss		7.7			—
Unrealized (Losses) Gains on Investments		(0.3	)		4.1
Total Comprehensive Income	$	60.7		$	59.9

Note 7 — Contingencies

We are involved in tax and legal proceedings, claims and litigation arising in the ordinary course of business. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where it is probable that we have incurred a loss and the loss, or range of loss, can be reasonably estimated, we have recorded reserves in our consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to the probability of the outcome and/or amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly. It is possible that the ultimate resolution of our liabilities and contingencies could be at amounts that are different from our currently recorded reserves and that such differences could be material.

Based on our review of the latest information available, we believe our ultimate liability in connection with pending tax and legal proceedings, claims and litigation will not have a material effect on our results of operations, cash flows or financial position, with the possible exception of the matters described below.

In order to understand our exposure to the potential liabilities described below, it is important to understand the relationship between us and Moody’s Corporation, our predecessors and other parties that, through various corporate reorganizations and contractual commitments, have assumed varying degrees of responsibility with respect to such matters.

In November 1996, the Company then known as The Dun & Bradstreet Corporation (“D&B1”) separated through a spin-off into three separate public companies: D&B1, ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Distribution”). This was accomplished through a spin-off by D&B1 of its stock in ACNielsen and Cognizant. In June 1998, D&B1 separated through a spin-off into two separate public companies: D&B1, which changed its name to R.H. Donnelley Corporation (“Donnelley/D&B1”), and a new company named The Dun & Bradstreet Corporation (“D&B2”) (the “1998 Distribution”). During 1998, Cognizant separated into two separate public companies: IMS Health Incorporated (“IMS”) and Nielsen Media Research, Inc. (“NMR”) (the “1998 Cognizant Distribution”). In September 2000, D&B2 separated through a spin-off into two separate public companies: D&B2, which changed its name to Moody’s Corporation (“Moody’s” and also referred to elsewhere in this Quarterly Report on Form 10-Q as “Moody’s/D&B2”), a new company named The Dun & Bradstreet Corporation (“we” or “D&B3” and also referred to elsewhere in this Quarterly Report on Form 10-Q as “D&B”) (the “2000 Distribution”).

Tax Matters

Moody’s/D&B2 and its predecessors entered into global tax-planning initiatives in the normal course of business, principally through tax-free restructurings of both their foreign and domestic operations. As further described below, we undertook contractual obligations to be financially responsible for a portion of certain liabilities arising from certain historical tax-planning initiatives (“Legacy Tax Matters”).

        As of the end of 2005, settlement agreements have been executed with the Internal Revenue Service (“IRS”) with respect to the Legacy Tax Matters previously referred to in our SEC filings as “Utilization of Capital Losses” and “Royalty Expense Deductions.” With respect to the Utilization of Capital Losses matter, the settlement agreement resolved the matter in its entirety. For the Royalty Expense Deductions matter, the settlement covered tax years 1995 and 1996, which represented approximately 90% of the total potential liability to the IRS, including penalties. We believe we are adequately reserved for the remaining exposure. In addition, with respect to these two settlement agreements, we believe that IMS and NMR did not pay their allocable share to the IRS under applicable agreements. Under our agreement with Donnelley/D&B1, we and Moody’s were each required to cover the shortfall, and each of us paid to the IRS approximately $12.8 million in excess of our respective allocable shares. We were unable to resolve our dispute with IMS and NMR through the negotiation process contemplated by our agreements, and so we commenced arbitration to enforce our rights and collect amounts owed by IMS and NMR with respect to the Utilization of Capital Losses matter. We may also commence arbitration against IMS and NMR with respect to amounts owed by them with respect to the Royalty Expense Deductions matter. We believe that the resolution of the remaining exposure to the IRS under the Royalty Expense Deductions matter and the foregoing disputes with IMS and NMR will not have a material adverse impact on D&B’s financial position, results of operations or cash flows.

9

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Our remaining Legacy Tax Matter is referred to as “Amortization and Royalty Expense Deductions/Royalty Income—1997-2007”

Beginning in the fourth quarter of 2003, we received several notices from the IRS asserting that:

• Certain amortization expense deductions related to a 1997 partnership transaction and claimed by Donnelley/D&B1, Moody’s/D&B2 and D&B3 on tax returns for 1997-2002 should be disallowed;

• Deductions claimed for 1997-2002 for royalties paid to the partnership should be disallowed; and

• The entire amount of royalties so received by the partnership should be included in the royalty income of Donnelley/D&B1, Moody’s/D&B2 and D&B3, including the portions of the royalties that had been allocated to third-party partners in the partnership and thus included in their taxable incomes.

We protested the proposed adjustments described above to the IRS on a timely basis.

The IRS also asserted, in the alternative, that, if the proposed adjustments described above are not sustained, certain business expenses incurred by Moody’s/D&B2 and D&B3 during 1999-2002 should be capitalized and amortized over a 15-year period.

We estimate that the net impact to cash flow as a result of the disallowance of the 1997-2002 amortization expense deductions and the disallowance of such deductions claimed from 2003 to date could be up to $79.8 million (tax, interest and penalties, net of tax benefits but not taking into account the Moody’s/D&B2 repayment to us of $27.2 million described below). This transaction is scheduled to expire in 2012 and, unless terminated by us, the net impact to cash flow, based on current interest rates and tax rates, would increase at a rate of approximately $2.2 million per quarter (including potential penalties) as future amortization expenses are deducted. On March 3, 2006, we made a deposit to the IRS of $39.8 million in order to stop the accrual of statutory interest on additional taxes allegedly due for the 1997-2002 tax years.

We believe that the IRS’ positions with respect to the treatment of the royalty expense and royalty income are mutually inconsistent. If the IRS prevails on one of the positions, we believe it is unlikely that it will prevail on the other. We therefore estimate that the possible disallowance of deductions for royalty expenses paid to the partnership and the reallocation of royalty income from the partnership, after taking into account certain other tax benefits resulting from the IRS’ position, will not likely have a net impact to cash flow. In the unlikely event the IRS were to prevail on both positions with respect to the royalty expense and royalty income, we estimate that the net impact to cash flow as a result of the disallowance of the 1997-2002 royalty expense deductions, and the inclusion of the reallocated royalty income for all relevant years, could be up to $156.4 million (tax, interest and penalties, net of tax benefits). This $156.4 million would be in addition to the $79.8 million noted above.

At the time of the 2000 Distribution, we paid Moody’s/D&B2 approximately $55.0 million (which represented 50% of the future cash benefits from this matter), but should the 1997 partnership transaction be terminated, Moody’s/D&B2 would be required to repay us an amount equal to the discounted value of its 50% share of the related future tax benefits. For example, if the transaction was terminated at March 31, 2007, the amount of such repayment from Moody’s/D&B2 to us would have been approximately $27.2 million representing the remaining unrecognized cash benefits from this matter. The amount of such repayment will decrease by approximately $4.0 million to $5.0 million per year.

As a result of recent procedural developments, we believe and have communicated to the IRS that there are technical infirmities in the IRS’ ability to assess and collect tax with respect to the 1997-2002 tax periods. We expect the IRS will challenge this position by issuing a notice asserting additional taxes are owed. We have not adjusted amounts we have accrued with respect to this matter.

If the IRS were to issue a notice asserting additional taxes are owed, we could contest the assessment in one of several venues. If we were to contest the assessments in U.S. District Court or the U.S. Court of Federal Claims, rather than in U.S. Tax Court, the disputed amounts, as discussed above, would need to be paid in advance for the court to have jurisdiction over the case. The payment might be satisfied, in part, by a conversion of the $39.8 million deposit described above.

We have considered the foregoing Legacy Tax Matters and the merits of the legal defenses and the various contractual obligations in our overall assessment of potential tax liabilities. As of March 31, 2007, we have $77.7 million of net reserves recorded in the consolidated financial statements, made up of the following components: $123.8 million in other non-current liabilities less $46.1 million in other long-term assets. The other long-term assets of $46.1 million is due from Moody’s/D&B2, pursuant to its contractual obligations for these Legacy Tax Matters, as described above. The other long-term asset is not related to the $55.0 million that was paid to Moody’s/DB2 at the time of the 2000 Distribution.

10

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

We believe that these reserves are adequate for our share of the liabilities in these Legacy Tax Matters. Any payments that would be made for these exposures could be significant to our cashflow from operations in the period a cash payment takes place, including any payments for the purpose of obtaining jurisdiction in U.S. District Court or the U.S. Court of Federal Claims to challenge any of the IRS’ positions.

Legal Proceedings

Hoover’s—Initial Public Offering Litigation

On November 15, 2001, a putative shareholder class action lawsuit was filed against Hoover’s Inc. (“Hoover’s”), certain of its then current and former officers and directors (the “Individual Defendants”), and one of the underwriters of Hoover’s July 1999 initial public offering (“IPO”). The lawsuit was filed in the U.S. District Court for the Southern District of New York on behalf of purchasers of Hoover’s stock between July 20, 1999 and December 6, 2000. The operative Complaint alleges violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 against Hoover’s and the Individual Defendants. Plaintiffs allege that the underwriter allocated stock in Hoover’s IPO to certain investors in exchange for commissions and agreements by those investors to make additional purchases of stock in the aftermarket at prices above the IPO price. Plaintiffs allege that the prospectus for Hoover’s IPO was false and misleading because it did not disclose these arrangements.

The defense of the action is being coordinated with more than 300 other nearly identical actions filed against other companies. Hoover’s moved to dismiss all claims against it but the motion was denied. In 2004, the District Court certified a class in six of the approximately 300 actions (the “focus cases”), intending to provide strong guidance regarding the remaining cases. The underwriter defendants appealed the decision and the Second Circuit vacated the District Court’s decision granting class certification in those six cases on December 5, 2006. Plaintiffs filed a petition for rehearing. On January 5, 2007, the Second Circuit denied the petition, but noted that Plaintiffs could ask the district court to certify a more narrow class than the one that was rejected. Plaintiffs have not yet moved to certify a class in the case involving Hoover’s.

Hoover’s has approved a settlement agreement that requires Hoover’s to agree to undertake certain responsibilities, including agreeing to assign away claims it may have against its underwriters. It is unclear what impact the Second Circuit’s decision vacating class certification in the focus cases will have on the settlement, which has not yet been finally approved by the Court, because the Company’s settlement with the plaintiffs involves the certification of the case as a class action as part of the approval process. The district court has stayed all proceedings, including a decision on final approval of the settlement and any amendments of the complaints.

There is no assurance that the District Court will grant final approval to the issuers’ settlement. If the issuers’ settlement is ultimately approved and implemented in its current form, Hoover’s exposure, if any, would be covered by existing insurance. If the issuers’ settlement is not approved, we cannot predict the final outcome of this matter. No amount in respect of any potential judgment in this matter has been accrued in our consolidated financial statements.

Pension Plan Litigation

March 2003 Action

In March 2003, a lawsuit seeking class action status was filed in Federal Court in the District of Connecticut on behalf of 46 specified former employees relating to our retirement plans. The putative class may be larger in that it includes current D&B employees who are participants in The Dun & Bradstreet Corporation Retirement Account and were previously participants in its predecessor plan, The Dun & Bradstreet Master Retirement Plan (“MRP”); current employees of Receivable Management Services Corporation (“RMSC”) who are participants in The Dun & Bradstreet Corporation Retirement Account and were previously participants in the MRP; former employees of D&B or D&B’s Receivable Management Services (“RMS”) operations who received a deferred vested retirement benefit under either The Dun & Bradstreet Corporation Retirement Account or the MRP; and former employees of RMS whose employment with D&B terminated after the sale of the RMS operations but who are not employees of RMSC and who, during their employment with D&B, were “Eligible Employees” for purposes of The Dun & Bradstreet Career Transition Plan.

        There are four counts in the Amended Complaint. Count 1 claims that we violated ERISA by not paying severance benefits under our Career Transition Plan. Count 2 claims that our sale of the RMS business to RMSC and the resulting termination of our employees constituted a prohibited discharge of the plaintiffs and/or discrimination against the plaintiffs for the purpose of interfering with their employment and/or benefit rights in a violation of ERISA. Count 3 claims that our summary plan description failed to reasonably apprise participants and beneficiaries of their rights and obligations under the plans and that, therefore, the actuarial reduction beneficiaries incur when they leave D&B before age 55 and elect to retire early cannot be enforced against them. Count 4

claims that the interest rate used to actuarially reduce early retirement benefits is unreasonable and, therefore, results in a prohibited forfeiture of benefits under ERISA. The plaintiffs sought payment of severance benefits; equitable relief in the form of either reinstatement of employment with D&B or restoration of employee benefits (including stock options); invalidation of the actuarial reductions applied to deferred vested early retirement benefits, including invalidation of the plan interest rate used to actuarially reduce former employees’ early retirement benefits; attorneys’ fees and such other relief as the court may deem just.

11

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

In September 2003, we filed a motion to dismiss Counts 1, 3 and 4 of the Amended Complaint. The District Court granted the motion to dismiss Counts 1 and 3, and requested that the parties conduct limited expert discovery and submit further briefing regarding Count 4. In November 2004, after completion of expert discovery on Count 4, we moved for summary judgment on Count 4 on the ground that the interest rate is reasonable as a matter of law. Plaintiffs’ counsel stipulated to dismiss with prejudice Count 2. Plaintiffs’ counsel filed a motion to amend the Amended Complaint to add a new count challenging the adequacy of the retirement plan’s mortality tables, which we opposed. On June 6, 2005, the District Court granted D&B’s motion for summary judgment as to Count 4 (the interest rate issue) and also denied the plaintiffs’ motion to further amend the Amended Complaint.

On July 8, 2005, the plaintiffs appealed the ruling granting the motion to dismiss Count 3, the ruling granting summary judgment on Count 4, and the denial of leave to amend their Amended Complaint. Oral argument before the Second Circuit took place on February 15, 2006, and on March 29, 2007 the Second Circuit issued an opinion affirming the judgment of the District Court dismissing the case. Unless there is a further appeal by the plaintiffs in this matter, this will be the last time we report on this case.

September 2005 Action

A lawsuit seeking class action status was filed in September 2005 in federal court in the Northern District of Illinois on behalf of a former employee relating to our retirement plans. The putative class may be larger in that it includes current or former D&B employees who were not grandfathered under The Dun & Bradstreet Master Retirement Plan and who participated in The Dun & Bradstreet Master Retirement Plan before January 1, 2002 and who have participated in The Dun & Bradstreet Corporation Retirement Account at any time since January 1, 2002. A Motion to Transfer Venue to the District of New Jersey was filed on January 27, 2006 and was granted on March 31, 2006.

There are five counts in the Complaint. Count 1 claims that we violated ERISA by reducing the rate of an employee’s benefit accrual on the basis of age. Count 2 claims that the cash balance plan violates ERISA’s “anti-backloading” rule. Count 3 claims that D&B failed to supply advance notice of a significant benefit decrease. Count 4 claims that D&B failed to provide an adequate Summary Plan Description. Count 5 claims breach of fiduciary duty based on allegedly misleading plan communications. The plaintiff seeks (1) a declaration that (a) D&B’s cash balance plan is ineffective and that the D&B Master Retirement Plan is still in force and effect, and (b) plaintiff’s benefit accrual under the cash balance plan must be unconditional and not reduced because of age, (2) an injunction (a) prohibiting the application of the cash balance plan’s reduction in the rate of benefit accruals because of age and its conditions of benefits due under the plan, and (b) ordering appropriate equitable relief to determine plan participant losses caused by D&B’s payment of benefits under the cash balance plan’s terms and requiring the payment of additional benefits as appropriate, (3) attorneys’ fees and costs, (4) interest, and (5) such other relief as the court may deem just.

On July 5, 2006, we filed a Motion to Dismiss, pursuant to Fed.R.Civ.P. 12(b)(6). On January 26, 2007, the Court issued a decision granting in part and denying in part our Motion to Dismiss. The Court dismissed Counts 1 and 2 with prejudice on the merits, holding that the D&B Plan did not reduce the rate of benefit accrual on the basis of age and that the Plan did not violate ERISA’s anti-backloading rule. The Court dismissed without prejudice Counts 3 and 4, holding that plaintiff had failed to plead extraordinary circumstances, which are a necessary element of a claim for violation of ERISA’s disclosure requirements, but allowed plaintiff to file an amended complaint restating the claims within 45 days. The Court denied our Motion to Dismiss with respect to Count 5.

We filed our Answer to Count 5 on February 9, 2007. Prior to the plaintiff’s filing of an Amended Complaint, the matter was resolved, and Plaintiff has dismissed the case with prejudice. As this matter has been resolved, we will no longer report on this case.

Other Matters

In addition, in the normal course of business, and including without limitation, our merger and acquisition activities and financing transactions, D&B indemnifies other parties, including customers, lessors and parties to other transactions with D&B, with respect to certain matters. D&B has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. D&B has also entered into indemnity obligations with its officers and directors of the Company. Additionally, in certain circumstances, D&B issues guarantee letters on behalf of our wholly-owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by D&B under these agreements have not had a material impact on our consolidated financial statements.

12

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Note 8 — Income Taxes

Effective Tax Rate

For the three months ended March 31, 2007, our effective tax rate was 39.1% as compared to 37.9% for the three months ended March 31, 2006. The effective tax rate for the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, was negatively impacted by 0.5 points due to higher interest expense on tax liabilities for uncertain tax positions and by 0.7 points for a tax incurred in Asia Pacific related to our Huaxia D&B China joint venture.

Adoption of FIN 48

In July 2006, the FASB issued FIN 48. The interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

We adopted the provisions of FIN 48 on January 1, 2007. As a result, we recognized an increase of approximately $34.1 million (net of tax benefits) in the liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 retained earnings balance. The total amount of unrecognized tax benefits as of January 1, 2007 is $136.5 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $127.6 million (net of tax benefits).

We or one of our subsidiaries files income tax returns in the U.S. federal, and various state, local and foreign jurisdictions. In the U.S. federal jurisdiction, we are no longer subject to examinations by tax authorities for years prior to 1997. With few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2003 for U.S. federal, state and local jurisdictions, and for years prior to 2001 for foreign jurisdictions. We were recently informed by the IRS of their intentions to commence an audit of the 2003, 2004 and 2005 tax periods.

See Note 7 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for a Legacy Tax Matter referred to as “Amortization and Royalty Expense Deductions/Royalty Income – 1997 – 2007” which the IRS has proposed adjustments to our income tax returns for 1997 through 2002. We believe there are technical infirmities in the IRS’s ability to assess and collect tax with respect to these tax periods based on expiration of the statute of limitations. We expect the IRS will challenge this position by issuing a notice asserting additional taxes are owed. However, we believe it is reasonably possible that the unrecognized tax benefits relating to this Legacy Tax Matter will significantly decrease within 12 months, resulting in a non-cash reduction in our unrecognized tax benefits of approximately $56 million.

We increased our total unrecognized tax benefits by $3.5 million during the three months ended March 31, 2007.

We recognize interest accrued related to unrecognized tax benefits in income tax expense. The total amount of accrued interest as of January 1, 2007 was $12.2 million (net of tax benefits). The total amount of interest expense recognized in the three month period ended March 31, 2007 was $1.0 million (net of tax benefits).

Note 9 — Pension and Postretirement Benefits

The following table sets forth the components of the net periodic cost associated with our pension plans and our postretirement benefit obligations.

	Pension Plans for the Three Months Ended March 31,						Postretirement Benefits for the Three Months Ended March 31,
	2007			2006			2007			2006
Components of Net Periodic Cost:
Service cost	$	4.7		$	4.5		$	0.1		$	0.2
Interest cost		22.9			21.8			1.3			1.2
Expected return on plan assets		(28.9	)		(28.4	)		—			—
Amortization of prior service cost (credit)		0.5			0.5			(1.9	)		(1.9	)
Recognized actuarial loss (gain)		6.7			7.9			(0.4	)		(0.4	)
Net Periodic (Income) Cost	$	5.9		$	6.3		$	(0.9	)	$	(0.9	)

13

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006, that we expect to contribute $26.6 million and $12.8 million to our Non-Qualified U.S. and non-U.S. pension plans and the U.S. postretirement benefit plan, respectively in 2007. As of March 31, 2007, we have made contributions to our Non-Qualified U.S. and non-U.S. pension plans and the U.S. postretirement benefit plan of $7.2 million and $3.6 million, respectively.

We also recognized a curtailment gain of $0.2 million for our postretirement benefit plan during the three months ended March 31, 2006 related to our 2004 Financial Flexibility Program. See Note 3 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information.

See Note 14 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information on our employee benefit plans.

Note 10 — Segment Information

The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated by management on a timely basis to assess performance and to allocate resources. We manage our operations and our results are reported under the following two segments: U.S. and International (which consists of operations in Canada, Europe, Asia Pacific and Latin America). Our customer solution sets are Risk Management Solutions ^™, Sales & Marketing Solutions ^™, E-Business Solutions ^™ and Supply Management Solutions ^™. Inter-segment sales are immaterial and no single customer accounted for 10% or more of our total revenues. For management reporting purposes, we evaluate business segment performance before restructuring charges because restructuring charges are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading “How We Manage Our Business” in this Form 10-Q for further details. Additionally, transition costs, which are period costs such as consulting fees, costs of temporary employees, relocation costs and stay bonuses incurred to implement our Financial Flexibility Programs, are not allocated to our business segments.

	Three Months Ended March 31,
	2007			2006
Operating Revenue:
U.S.	$	302.5		$	286.0
International		89.8			81.2
Consolidated Total	$	392.3		$	367.2
Operating Income (Loss):
U.S.	$	109.1		$	103.7
International		10.8			8.7
Total Divisions		119.9			112.4
Corporate and Other(1)		(34.5	)		(26.4	)
Consolidated Total		85.4			86.0
Non-Operating Income (Expense), Net		1.0			(3.2	)
Income before Provision for Income Taxes	$	86.4		$	82.8

(1) The following table itemizes “Corporate and Other:”

	Three Months Ended March 31,
	2007			2006
Corporate Costs	$	(16.8	)	$	(15.5	)
Transition Costs (costs to implement our Financial Flexibility Programs)		(2.9	)		(4.5	)
Restructuring Expense		(14.8	)		(6.4	)
Total Corporate and Other	$	(34.5	)	$	(26.4	)

14

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Supplemental Geographic and Customer Solution Set Information:

	Three Months Ended March 31,
	2007		2006
Customer Solution Set Revenue:
U.S.:
Risk Management Solutions	$	181.6	$	176.1
Sales & Marketing Solutions		89.6		83.6
E-Business Solutions		22.9		19.6
Supply Management Solutions		8.4		6.7
Total U.S. Revenue		302.5		286.0
International:
Risk Management Solutions		73.1		67.8
Sales & Marketing Solutions		14.2		11.5
E-Business Solutions		1.8		1.0
Supply Management Solutions		0.7		0.9
Total International Revenue		89.8		81.2
Consolidated Total:
Risk Management Solutions		254.7		243.9
Sales & Marketing Solutions		103.8		95.1
E-Business Solutions		24.7		20.6
Supply Management Solutions		9.1		7.6
Consolidated Core Revenue	$	392.3	$	367.2
	At March 31, 2007		At December 31, 2006
Assets:
U.S.	$	539.3	$	513.3
International		420.4		424.9
Total Divisions		959.7		938.2
Corporate and Other (primarily domestic pensions and taxes)		432.5		421.9
Consolidated Total	$	1,392.2	$	1,360.1
Goodwill(2):
U.S.	$	144.3	$	125.1
International		110.3		103.1
Consolidated Total	$	254.6	$	228.2

(2) The increase in goodwill in the U.S. segment from $125.1 million at December 31, 2006 to $144.3 million at March 31, 2007 is attributable to: (i) the acquisition of First Research (see Note 11 to our unaudited consolidated financials statements included in Item 1. of this Quarterly Report on Form 10-Q) which amounted to $17.2 million; and (ii) the final purchase accounting adjustment of $2.0 million for deferred tax assets attributable to the first quarter 2006 acquisition of Open Ratings. The increase in goodwill in the International segment from $103.1 million at December 31, 2006 to $110.3 million at March 31, 2007, is attributable to: (i) the Huaxia D&B China joint venture (see Note 11 to our unaudited consolidated financials statements included in Item 1. of this Quarterly Report on Form 10-Q) which amounted to $7.0 million; and (ii) the positive impact of foreign currency translation.

Note 11 — Acquisitions

First Research

        During the first quarter of 2007, we acquired 100% of the outstanding capital stock of First Research with cash drawn down from our credit facility, for an upfront payment of $22.5 million and a potential earn-out of up to an additional $4.0 million based on the achievement of certain 2007 and 2008 financial performance metrics. First Research is based in Raleigh, North Carolina. The results of First Research operations have been included in our consolidated financial statements since the date of acquisition. First Research provides editorial-based industry insight for its customers on over 220 industries via the Internet. As part of our Internet strategy, we are investing in Hoover’s to increase the value we deliver to our customers and accelerate the growth of our Internet business. Through this acquisition, we believe that we will better meet the needs of our Hoover’s customers and expand our reach to new customers.

15

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

The transaction was valued at $23.1 million, inclusive of cash acquired of $0.7 million, a working capital adjustment of $0.3 million, subject to seller’s approval, and transaction costs of $0.3 million recorded in accordance with SFAS No. 141, “Business Combinations,” or “SFAS No. 141.” The acquisition was accounted for under the purchase method of accounting. As a result, the purchase price was allocated to acquired tangible assets and liabilities assumed on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $17.2 million and $6.3 million, respectively. The goodwill was assigned to our U.S. reporting unit. Of the $6.3 million of acquired intangible assets, $5.2 million was assigned to subscriber relationships, $1.0 million was assigned to proprietary products and $0.1 million was assigned to tradename. These acquired intangible assets, with useful lives of eighteen months to eight years, are being amortized over a weighted average useful life of 5.5 years and are recorded as “Trademarks, Patents and Other” within Other Non-Current Assets in our consolidated balance sheet since the date of acquisition. The impact the acquisition would have had on our results had the acquisition occurred at the beginning of 2007 is not material, and as such, pro forma results have not been presented.

We are in the process of finalizing the valuation of the acquired assets and liabilities assumed in connection with the acquisition. As a result, the allocation of the purchase price is subject to future adjustment.

Huaxia D&B China Joint Venture

During the first quarter of 2007, we entered into an agreement with Huaxia International Credit Consulting Co. Limited (“HICC”) and established a new joint venture to trade under the name Huaxia D&B China. HICC is a leading provider of business information and credit management services in China. Under the agreement, each shareholder contributed its existing business into the joint venture and we have a 51% majority ownership interest. The results of the joint venture operations have been included in our consolidated financial statements since the date of formation.

The transaction was accounted for under Emerging Issues Task Force (“EITF”) 01-2 “Interpretations of APB Opinion No. 29,” or “EITF 01-2,” and Accounting Principles Board Opinion (“APB”) No. 29 “Accounting for Nonmonetary Transactions,” or “APB 29.” The transaction was valued at $9.0 million, inclusive of transaction costs of $2.0 million. Pursuant to EITF 01-2 and APB 29, we were required to recognize a gain of $5.8 million related to the minority owner’s share of the difference between the fair value of our contributed business and its carrying amount. The purchase price was allocated to tangible assets and liabilities on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $7.0 million and $3.8 million, respectively. The goodwill was assigned to our Asia Pacific reporting unit. Of the $3.8 million of acquired intangible assets, $1.5 million was assigned to customer relationships, $0.6 million was assigned to tradename and $1.7 million was assigned to database. These acquired intangible assets, with useful lives of one to eight years, are being amortized over a weighted average useful life of 4.2 years and are recorded as “Trademarks, Patents and Other” within Other Non-Current Assets in our consolidated balance sheet since the date of acquisition. In connection with this transaction, we also entered into a guarantee agreement for $5 million with a related party who is a major shareholder of HICC and which serves as a guarantor. The guarantee provides that HICC and its related parties will perform their obligations in accordance with the terms of the joint venture. This guarantee is recorded as an intangible asset being amortized over an estimated useful life of ten years. The impact the transaction would have had on our results had the transaction occurred at the beginning of 2007 is not material, and as such, pro forma results have not been presented.

We are currently in the process of finalizing the transaction costs and the valuation of the assets acquired and liabilities assumed. As a result, the allocation of the purchase price is subject to future adjustment.

Open Ratings

During the three months ended March 31, 2006, we acquired a 100% ownership interest in Open Ratings with cash on hand. Open Ratings is located in Waltham, Massachusetts. The results of Open Ratings’ operations have been included in our consolidated financial statements since the date of acquisition. Open Ratings provides web-based supply risk management solutions to leading manufacturing companies. We believe that the addition of Open Ratings’ solutions to our Supply Management Solutions product suite provides our customers with a more comprehensive supply management solution.

The transaction was valued at $8.4 million, inclusive of cash acquired of $0.4 million and $0.3 million of transaction costs recorded in accordance with SFAS No. 141. The acquisition was accounted for under the purchase method of accounting. As a result, the purchase price was allocated to acquired tangible assets and liabilities assumed on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $3.6 million and $4.9 million, respectively. The goodwill was assigned to our U.S. reporting unit. Of the $4.9 million in acquired intangible assets, $1.3 million was assigned to Open Ratings online reports, $1.1 million was assigned to backlog, $1.9 million was assigned to customer relationships and $0.6 million was assigned to technology. These intangible assets are subject to amortization with useful lives from two to seventeen years. The impact the acquisition would have had on our results had the acquisition occurred at the beginning of 2006 is not material, and as such, pro forma financial results have not been presented. The purchase price allocated to goodwill is inclusive of a $2.0 million deferred tax adjustment related to finalizing the purchase price allocation during the three months ended March 31, 2007.

16

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Note 12 — Other Accrued and Current Liabilities

	March 31, 2007		December 31, 2006
Restructuring Accruals	$	20.3	$	13.7
Professional Fees		45.2		45.1
Operating Expenses		22.8		26.7
Spin-Off Obligation(1)		31.8		28.5
Other Accrued Liabilities		58.8		51.9
	$	178.9	$	165.9

(1) As part of our spin-off from Moody’s/D&B2 in 2000, Moody’s and D&B entered into the TAA dated as of September 30, 2000. Under the TAA, Moody’s/D&B2 and D&B agreed that Moody’s/D&B2 would be entitled to deduct compensation expense associated with the exercise of Moody’s/D&B2 stock options (including Moody’s/D&B2 options exercised by D&B employees) and D&B would be entitled to deduct the compensation expense associated with the exercise of D&B stock options (including D&B options exercised by employees of Moody’s/D&B2). Put simply, the tax deduction would go to the company that granted the stock options, rather than to the employer of the individual who exercised the options. The TAA provides, however, that if the IRS issues rules, regulations or other authority contrary to the agreed-upon treatment of the compensation expense deductions under the TAA, then the party that becomes entitled under such guidance to take the deduction may be required to reimburse the tax benefit it has realized, in order to indemnify the other party for its loss of such deduction. The IRS issued rulings discussing an employer’s entitlement to stock option deductions after a spin-off or liquidation that appear to provide that the compensation expense deduction belongs to the employer of the option grantee and not to the issuer of the option (i.e., D&B would be entitled to deduct the compensation expense associated with a D&B employee exercising a Moody’s/D&B2 option). We have filed tax returns for 2001 through 2005, and made estimated tax deposits for 2006, consistent with the IRS’ rulings. We received (or believe we are due) the benefit of additional tax deductions, and under the TAA we may be required to reimburse Moody’s/D&B2 for the loss of income tax deductions relating for tax years 2002 to 2006 of approximately $31.8 million in the aggregate for such years. This potential reimbursement would be accounted for as a reduction to shareholders’ equity. During the three months ended March 31, 2007, we did not make a payment to Moody’s/D&B2. We may also be required to pay additional amounts in the future based upon interpretations by the parties of the TAA and the IRS’ rulings, timing of future exercises of options, the future price of stock underlying the stock options and relevant tax rates. As of March 31, 2007, current and former employees of D&B held 1.0 million Moody’s stock options. These stock options had a weighted average exercise price of $11.47 and a remaining, weighted average contractual life of two years. All of these options are currently exercisable.

Note 13 — Retained Earnings

Balance, December 31, 2006	$	1,132.2
Net Income for the three months ended March 31, 2007		52.7
Dividend declared ($0.25 per common share)		(14.9	)
Adoption of FIN 48		(34.1	)
Balance, March 31, 2007	$	1,135.9

Note 14 — Subsequent Events

Credit Facility

On April 19, 2007, we entered into a new five-year credit agreement and we terminated our then existing five-year credit agreement. We have $500 million of aggregate availability under the new facility, while our aggregate availability under the terminated facility was $300 million. Borrowings under the new facility will be available at prevailing short-term interest rates. The new facility expires in April 2012 and requires the maintenance of interest coverage and total debt to EBITDA ratios. On April 19, 2007, we borrowed $182.7 million under our new five-year credit agreement and utilized such proceeds to pay down the amounts outstanding under our then existing five-year facility immediately prior to termination. The new $500 million credit facility will provide us the ability to access the short-term borrowings market from time-to-time to fund working capital needs, acquisitions and share repurchases.

17

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Acquisition

In April 2007, we acquired substantially all of the assets of n2 Check Limited, a credit and risk management company based in Kent, UK for approximately $4.3 million and a potential earn-out of up to approximately $4.0 million based on the achievement of certain financial performance metrics for the 12 month periods ending March 31, 2008 and 2009. n2 Check is a provider of credit and risk management data to small and mid-size businesses in the UK. The results of n2 Check will be included in our second quarter financial statements.

Share Repurchase Program

On May 3, 2007, we announced that the Board of Directors authorized a new $200 million, one-year share repurchase program. The new $200 million program will commence after completion of the current $200 million program approved by the Board of Directors in August 2006, which has $56.3 million remaining and which we anticipate to be completed in the third quarter of 2007. We anticipate that the new $200 million program will be completed within twelve months of its initiation.

Dividend Declaration

On May 3, 2007, we announced that our Board of Directors approved the declaration of a dividend of $0.25 per share for the second quarter of 2007. This cash dividend is payable on June 15, 2007, to shareholders of record at the close of business on May 31, 2007.

Employee Benefit Plans

On April 12, 2007, we announced to our team members that we have taken the following actions with respect to our U.S. benefit plans:

• We have amended our Dun & Bradstreet Corporation Retirement Account (the “U.S. Qualified Plan”) effective June 30, 2007. Any pension benefit that has been accrued through such date under the U.S. Qualified Plan will be “frozen” at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan. All non-vested U.S. Qualified Plan participants who are actively employed as of June 30, 2007 will be immediately vested on July 1, 2007.

• We have amended our 401(k) Plan (the “401k Plan”) effective July 1, 2007 to increase the Company match formula from 50% to 100% of a team member’s contributions and to increase the maximum match to seven percent (7%), from six percent (6%), of such team member’s eligible compensation, subject to certain 401k Plan limitations.

On an annualized basis, we believe that these actions will not have a material impact on our operating income and will result in a decrease to our cash flow from operating activities of approximately $11.0 million to $13.0 million, primarily as a result of the increased match under the 401(k) Plan.

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

The Dun & Bradstreet Corporation (“D&B” or “we” or “our”) is the world’s leading source of commercial information and insight on businesses, enabling customers to Decide with Confidence ^® for over 165 years. Our global commercial database contains more than 110 million business records. The database is enhanced by our proprietary DUNSRight ^® quality process, which provides our customers with quality business information. This quality information is the foundation of our global solutions that customers rely on to make critical business decisions.

We provide customers with four solution sets, which meet a diverse set of customer needs globally. Customers use our: Risk Management Solutions ^™ to mitigate credit risk, increase cash flow and drive increased profitability; our Sales & Marketing Solutions^™ to increase revenue from new and existing customers; our E-Business Solutions ^™ to convert prospects into clients faster by enabling business professionals to research companies, executives and industries; and our Supply Management Solutions ^™ to increase cash by generating ongoing savings from our customers’ suppliers and by protecting our customers from serious financial, operational and regulatory risk.

How We Manage Our Business

For internal management purposes, we refer to “core revenue,” which we calculate as total operating revenue less the revenue of divested businesses. Core revenue is used to manage and evaluate the performance of our business segments and to allocate resources because this measure provides an indication of the underlying changes in revenue in a single performance measure. Core revenue does not include reported revenue of divested businesses since they are not included in future revenue. Management believes that the measure of core revenue provides valuable insight into our revenue from ongoing operations and enables investors to evaluate business performance and trends by facilitating a comparison of results of ongoing operations with past reports of financial results. There is no divested business revenue included in our financial results as there were no divestitures during the three months ended March 31, 2007 and 2006.

We also isolate the effects of changes in foreign exchange rates on our revenue growth because we believe it is useful for investors to be able to compare revenue from one period to another, both with and without the effects of foreign exchange. As a result, we monitor our core revenue growth both after and before the effects of foreign exchange. Core revenue growth excluding the effects of foreign exchange is referred to as “revenue growth before the effects of foreign exchange.”

We further analyze core revenue growth before the effects of foreign exchange among two components, “organic core revenue growth” and “core revenue growth from acquisitions.” We analyze “organic core revenue growth” and “core revenue growth from acquisitions” because management believes this information provides an important insight into the underlying health of our business. Core revenue includes the revenue from acquired businesses from the date of acquisition. In addition, we analyze core revenue both before and after the results of our Italian real estate data business because of the distortion of comparability of results of legislative changes and the uncertainty of other regulatory changes. Management believes this information provides an important insight into the underlying health of our business.

We evaluate the performance of our business segments based on segment revenue growth before the effects of foreign exchange, and segment operating income growth before certain types of gains and charges that we consider do not reflect our underlying business performance. Specifically, for management reporting purposes, we evaluate business segment performance “before non-core gains and charges” because such charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations. A recurring component of non-core gains and charges are our restructuring charges, which result from a foundational element of our growth strategy that we refer to as Financial Flexibility. Through Financial Flexibility, management identifies opportunities to improve the performance of the business in terms of quality, efficiency and cost, in order to generate savings primarily to invest for growth. Such charges are variable from period-to-period based upon actions identified and taken during each period. Management reviews operating results before such charges on a monthly basis and establishes internal budgets and forecasts based upon such measures. Management further establishes annual and long-term compensation such as salaries, target cash bonuses and target equity compensation amounts based on such measures and a significant percentage weight is placed upon such measures in determining whether performance objectives have been achieved. Management believes that by eliminating restructuring charges from such financial measures, and by being overt to shareholders about the results of our operations excluding such charges, business leaders are provided incentives to recommend and execute actions that are in the best long-term interests of our shareholders, rather than being influenced by the potential impact a charge in a particular period could have on their compensation. Additionally, transition costs (period costs such as consulting fees, costs of temporary employees, relocation costs and stay bonuses incurred to implement the Financial Flexibility component of our strategy) are reported as “Corporate and Other” expenses and are not allocated to our business segments. See Note 10 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for financial information regarding our segments.

19

Similarly, when we evaluate the performance of our business as a whole, we focus on results (such as operating income, operating income growth, operating margin, net income, tax rate and diluted earnings per share) before non-core gains and charges because such non-core gains and charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations and may drive behavior that does not ultimately maximize shareholder value. It should not be concluded from our presentation of non-core gains and charges that the items that result in non-core gains and charges will not occur in the future.

We also use “free cash flow” to manage our business. We define free cash flow as net cash provided by operating activities minus capital expenditures and additions to computer software and other intangibles. Free cash flow measures our available cash flow for potential debt repayment, acquisitions, stock repurchases and additions to cash, cash equivalents and short-term investments. We believe free cash flow to be relevant and useful to our investors as this measure is used by our management in evaluating the funding available after supporting our ongoing business operations and our portfolio of product investments.

Free cash flow should not be considered as a substitute measure for, or superior to, net cash flows provided by operating activities, investing activities or financing activities. Therefore, we believe it is important to view free cash flow as a complement to our consolidated statements of cash flows.

The adjustments discussed herein to our results as determined under generally accepted accounting principles in the United States (“GAAP”) are among the primary indicators management uses as a basis for our planning and forecasting of future periods, to allocate resources, to evaluate business performance and, as noted above, for compensation purposes. However, these financial measures (results before non-core gains and charges and free cash flow) are not prepared in accordance with GAAP, and should not be considered in isolation or as a substitute for total revenue, operating income, operating income growth, operating margin, net income, tax rate, diluted earnings per share, or net cash provided by operating activities, investing activities and financing activities prepared in accordance with GAAP. In addition, it should be noted that because not all companies calculate these financial measures similarly or at all, the presentation of these financial measures is not likely to be comparable to measures of other companies.

See “Results of Operations,” below, for a discussion of our results reported on a GAAP basis.

Overview

Total revenue and core revenue were the same for the three months ended March 31, 2007 and 2006, as there were no divestitures during these periods. Therefore, our discussion of our results of operations for the three month periods ended March 31, 2007 and 2006, references only our core revenue results.

Our results are reported under the following two segments:

• United States (“U.S.”); and

• International (which consists of operations in Europe, Canada, Asia Pacific and Latin America).

The financial statements of our subsidiaries outside the U.S. and Canada reflect a fiscal quarter ended February 28 to facilitate the timely reporting of our consolidated financial results and financial position.

The following table presents the contribution by segment to core revenue:

	Three Months Ended March 31,
	2007		2006
Revenue:
U.S.	77	%	78	%
International	23	%	22	%

The following tables present contributions by customer solution set to core revenue for the three month periods ended March 31, 2007 and 2006, respectively.

20

	Three Months Ended March 31,
	2007		2006
Revenue by Customer Solution Set:
Risk Management Solutions	65	%	66	%
Sales & Marketing Solutions	27	%	26	%
E-Business Solutions	6	%	6	%
Supply Management Solutions	2	%	2	%

Our customer solution sets are discussed in greater detail in Item 1. Business of our Annual Report on Form 10-K for the year ended December 31, 2006.

Within our Risk Management Solutions and our Sales & Marketing Solutions, we monitor the performance of our “Traditional” products and our “Value-Added” products.

Risk Management Solutions

Our Traditional Risk Management Solutions generally consist of reports derived from our database which our customers use primarily to make decisions about credit applications. Our Traditional Risk Management Solutions constituted the following percentages of total Risk Management Solutions Revenue and Core Revenue:

	Three Months Ended March 31,
	2007		2006
Risk Management Solutions Revenue	80	%	80	%
Core Revenue	52	%	53	%

Our Value-Added Risk Management Solutions generally support automated decision-making and portfolio management through the use of scoring and integrated software solutions. Our Value-Added Risk Management Solutions constituted the following percentages of total Risk Management Solutions Revenue and Core Revenue:

	Three Months Ended March 31,
	2007		2006
Risk Management Solutions Revenue	20	%	20	%
Core Revenue	13	%	13	%

Sales & Marketing Solutions

Our Traditional Sales & Marketing Solutions generally consist of marketing lists, labels and customized data files used by our customers in their direct mail and direct marketing activities. Our Traditional Sales & Marketing Solutions constituted the following percentages of total Sales & Marketing Solutions Revenue and Core Revenue:

	Three Months Ended March 31,
	2007		2006
Sales & Marketing Solutions Revenue	43	%	44	%
Core Revenue	12	%	12	%

Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management products. Our Value-Added Sales & Marketing Solutions constituted the following percentages of total Sales & Marketing Solutions Revenue and Core Revenue:

	Three Months Ended March 31,
	2007		2006
Sales & Marketing Solutions Revenue	57	%	56	%
Core Revenue	15	%	14	%

21

Critical Accounting Policies and Estimates

In preparing our unaudited consolidated financial statements and accounting for the underlying transactions and balances reflected therein, we have applied the critical accounting policies described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2006. During the three months ended March 31, 2007, we updated our critical accounting policies as follows:

Income Taxes

Effective January 1, 2007, we adopted Financial Accounting Standard Board (“FASB”) Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” or “FIN 48,” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” or “SFAS No. 109.” We utilize a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Stock-Based Compensation

In connection with the issuance of a dividend in the first quarter of 2007, we updated our dividend assumption in our Black-Scholes valuation model from 0% at December 31, 2006 to 1.1% at March 31, 2007, in calculating the fair value of our employee stock options. We have estimated the dividend yield assumption by dividing the anticipated dividend payment by the stock price on the grant date.

Recently Issued Accounting Standards

See Note 2 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for disclosure of the impact that recent accounting pronouncements may have on our unaudited consolidated financial statements.

Results of Operations

The following discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements and should be read in conjunction with the unaudited consolidated financial statements and related notes set forth in Item 1. of this Quarterly Report on Form 10-Q, which have been prepared in accordance with GAAP.

Consolidated Revenue

The following table presents our revenue by segment:

	Three Months Ended March 31,
	2007		2006
	(Amounts in millions)
Revenue:
U.S.	$	302.5	$	286.0
International		89.8		81.2
Core Revenue	$	392.3	$	367.2

22

The following table presents our revenue by customer solution set:

	Three Months Ended March 31,
	2007		2006
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	254.7	$	243.9
Sales & Marketing Solutions		103.8		95.1
E-Business Solutions		24.7		20.6
Supply Management Solutions		9.1		7.6
Core Revenue	$	392.3	$	367.2

Three Months Ended March 31, 2007 vs. Three Months Ended March 31, 2006

Core revenue increased $25.1 million, or 7% (5% increase before the effect of foreign exchange). The increase in core revenue was primarily driven by an increase in U.S. revenue of $16.5 million, or 6%, and an increase in International revenue of $8.6 million, or 11% (3% increase before the effect of foreign exchange).

This $25.1 million increase is primarily attributed to:

• Growth in each of our subscription plans for our Preferred Pricing Agreement and for our Preferred Pricing Agreement with DNBi from existing customers willing to increase the level of business they do with us;

• Growth in our E-Business Solutions, primarily representing the results of Hoover’s, Inc. The increase was primarily due to continued growth in subscription revenue;

• Higher purchases from our existing customers; and

• The positive impact of foreign exchange;

partially offset by:

• A decline in revenue resulting from an expiration, in April 2006, of both a five-year licensing arrangement and an outsourcing arrangement with Receivable Management Services, Inc.; and

• A decline in product usage in our Italian real estate data business. This decline in product usage in Italy resulted from certain legislative changes which impacted our monitoring service business.

Customer Solution Sets

On a customer solution set basis, the $25.1 million increase in core reflects:

• A $10.8 million, or 4%, increase in Risk Management Solutions (2% increase before the effect of foreign exchange). The increase was driven by growth in the U.S. of $5.5 million, or 3%, and an increase in revenue in International of $5.3 million, or 8% (flat before the effect of foreign exchange);

• An $8.7 million, or 9%, increase in Sales & Marketing Solutions (8% increase before the effect of foreign exchange). The increase was driven by growth in the U.S. of $6.0 million, or 7%, and an increase in revenue in International of $2.7 million, or 24% (16% increase before the effect of foreign exchange);

• A $4.1 million, or 19%, increase in E-Business Solutions (both after and before the effect of foreign exchange). The increase was driven by growth in the U.S. of $3.3 million, or 17%, and an increase in revenue in International of $0.8 million, or 63% (51% increase before the effect of foreign exchange); and

• A $1.5 million, or 21%, increase in Supply Management Solutions (20% increase before the effect of foreign exchange). The increase was driven by growth in the U.S. of $1.7 million, or 26%, partially offset by a decrease in International of $0.2 million, or 20% (26% decrease before the effect of foreign exchange).

23

Consolidated Operating Costs

The following table presents our consolidated operating costs and operating income for the three month periods ended March 31, 2007 and 2006.

	Three Months Ended March 31,
	2007		2006
	(Amounts in millions)
Operating Expenses	$	117.4	$	109.4
Selling and Administrative Expenses		165.3		158.9
Depreciation and Amortization		9.4		6.5
Restructuring Charge		14.8		6.4
Operating Costs	$	306.9	$	281.2
Operating Income	$	85.4	$	86.0

As described above in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Manage Our Business,” when we evaluate the performance of our business as a whole, we focus on our operating income (and, therefore, operating costs) before non-core gains and charges, because we do not view these items as reflecting our underlying business operations. We have identified under the caption “Non-Core Gains and (Charges)” below, such non-core gains and charges that are included in our GAAP results.

Operating Expenses

Three Months Ended March 31, 2007 vs. Three Months Ended March 31, 2006

Operating expenses increased $8.0 million, or 7%, for the three months ended March 31, 2007, compared to the three months ended March 31, 2006. The increase was primarily due to the following:

• Costs associated with our revenue generating investments in connection with our strategy, such as with Acxiom Corporation (“Acxiom”);

• The impact of foreign exchange; and

• Increased technology costs associated with our contractual partnership agreements relating to our WorldWide Network;

partially offset by:

• Savings from our process of reengineering; and

• Lower costs of data purchases within our Italian real estate data business.

Selling and Administrative Expenses

Three Months Ended March 31, 2007 vs. Three Months Ended March 31, 2006

Selling and administrative expenses increased $6.4 million, or 4%, for the three months ended March 31, 2007 as compared to the three months ended March 31, 2006. The increase was primarily due to the following:

• Increased selling expenses related to increased revenue, costs associated with revenue generating investments such as with our Huaxia D&B China joint venture; and

• The impact of foreign exchange;

partially offset by:

• Savings from our continuous process of reengineering.

24

Matters Impacting Both Operating Expenses and Selling and Administrative Expenses

Pension and Postretirement

We had net pension cost of $5.9 million and $6.3 million for the three months ended March 31, 2007 and 2006, respectively. The decrease in cost was primarily driven by lower actuarial loss amortization included in the three months ended March 31, 2007, and a 34 basis point increase in the discount rate applied to our U.S. plans, partially offset by increased pension cost in our International plan primarily driven by a 32 basis point decrease in the discount rate applied to our UK plan.

We had postretirement benefit income of $0.9 million for the three months ended March 31, 2007 and 2006. We consider net pension costs and postretirement benefit income to be part of our compensation costs and, therefore, they are included in operating expenses and in selling and administrative expenses, based upon the classifications of the underlying compensation costs.

In connection with our actions related to our U.S. benefit plans, as discussed in Note 14 to our unaudited consolidated financial statements included Item 1. of this Quarterly Report on Form 10-Q, our estimated pension costs for the year ending December 31, 2007 will be reduced by approximately $11.0 million. Prior to the pension freeze we expected the net pension cost for the year ending December 31, 2007 to be approximately $23.4 million. Subsequent to the pension freeze we expect the net pension cost for the year ending December 31, 2007 to be approximately $12.4 million for all of our global pension plans.

In addition, we anticipate recording a curtailment charge of approximately $3.2 million and incurring approximately $6.0 million of incremental costs as a result of the amendment to our 401(k) plan as discussed in Note 14 to our unaudited consolidated financials statements included Item 1. of this Quarterly Report on Form 10-Q.

Stock-Based Compensation

For the three months ended March 31, 2007 and 2006, we recognized expense of $4.3 million and $3.7 million, respectively, associated with our stock option programs. The increase was primarily due to lower expenses associated with forfeitures for terminated employees. Additionally, we recognized expense associated with restricted stock, restricted stock unit and restricted stock opportunity awards of $3.0 million and $1.8 million for the three months ended March 31, 2007 and 2006, respectively. The $1.2 million increase was primarily due to the addition of the 2007 grant, lower expenses associated with terminated employees and a cumulative accounting adjustment included in the three months ended March 31, 2006 expense to reflect adjustments to previously recognized compensation expense for awards outstanding at the adoption date of SFAS No. 123R that we do not expect to vest. Expense associated with our Employee Stock Purchase Plan (“ESPP”) was $0.3 million for the three months ended March 31, 2007 and 2006.

We consider these costs to be part of our compensation costs and, therefore, they are included in operating expenses and in selling and administrative expenses, based upon the classifications of the underlying compensation costs.

Depreciation and Amortization

Depreciation and amortization increased $2.9 million, or 44%, for the three months ended March 31, 2007, compared to the three months ended March 31, 2006. The increase for the three month period ended March 31, 2007 was primarily driven by the increased capital costs in revenue generating investments and capital costs for facilities leased in 2006.

Restructuring Charge

During the three months ended March 31, 2007, we recorded a $14.3 million restructuring charge in connection with the Financial Flexibility Program announced in January 2007 (“2007 Financial Flexibility Program”) and a $0.5 million restructuring charge in connection with the Financial Flexibility Program announced in February 2006 (“2006 Financial Flexibility Program”). The components of these charges included:

• Severance and termination costs of $14.3 million associated with approximately 175 employees, of which approximately 50 employees will exit the business in subsequent quarters, related to the 2007 Financial Flexibility Program and $0.5 million associated with approximately 15 employees related to the 2006 Financial Flexibility Program. During the three months ended March 31, 2007, we eliminated approximately 275 positions which

25

included 150 open positions, and approximately 125 employees were terminated in conjunction with our 2007 Financial Flexibility Program. Approximately 10 positions were eliminated in conjunction with our 2006 Financial Flexibility Program.

During the three months ended March 31, 2006, we recorded a $4.6 million restructuring charge in connection with the 2006 Financial Flexibility Program, a $2.0 million restructuring charge in connection with the Financial Flexibility Program announced in February 2005 (“2005 Financial Flexibility Program”) and a $0.2 million net restructuring gain in connection with the Financial Flexibility Program announced in February 2004 (“2004 Financial Flexibility Program”). The components of these charges and gains included:

• Severance and termination costs of $4.6 million associated with approximately 50 employees related to the 2006 Financial Flexibility Program and $1.7 million associated with approximately 25 employees related to the 2005 Financial Flexibility Program;

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.3 million related to the 2005 Financial Flexibility Program; and

• A curtailment gain of $0.2 million related to the U.S. postretirement benefit plan resulting from employee actions for the 2004 Financial Flexibility Program. In accordance with SFAS No. 106, we were required to recognize immediately a pro-rata portion of the unrecognized prior service cost as a result of the employee terminations.

As of March 31, 2007, we have eliminated approximately 5,400 positions which included approximately 525 open positions, and approximately 4,875 employees were terminated under our Financial Flexibility Programs.

Interest Expense — Net

The following table presents our net interest expense for the three month periods ended March 31, 2007 and 2006.

	Three Months Ended March 31,
	2007			2006
	(Amounts in millions)
Interest Income	$	1.5		$	2.7
Interest Expense		(6.4	)		(5.4	)
Interest Income (Expense) - Net	$	(4.9	)	$	(2.7	)

For the three months ended March 31, 2007, interest income decreased $1.2 million compared to the three months ended March 31, 2006. The decrease in interest income is primarily attributable to fewer interest bearing investments during the three months ended March 31, 2007, partially offset by higher interest rates, as compared to the three months ended March 31, 2006.

For the three months ended March 31, 2007, interest expense increased $1.0 million compared to the three months ended March 31, 2006. The increase in interest expense is primarily attributable to higher outstanding borrowings on our credit facility during the three months ended March 31, 2007, partially offset by lower interest rates associated with our $300 million fixed-rate notes that we issued in March 2006 compared to higher interest rates associated with our $300 million fixed-rate notes that matured in March 2006. See Note 4 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information.

Other Income (Expense) — Net

The following table presents our “Other Income (Expense) — Net” for the three month periods ended March 31, 2007 and 2006.

	Three Months Ended March 31,
	2007		2006
	(Amounts in millions)
Miscellaneous Other Income (Expense) - Net (a)	$	0.1	$	(0.5	)
Gain on Huaxia D&B China Joint Venture (b)		5.8		—
Other Income (Expense) - Net	$	5.9	$	(0.5	)

26

(a) Miscellaneous Other Income (Expense) – Net increased for the three months ended March 31, 2007, compared to the three months ended March 31, 2006, primarily due to the adoption of FIN 48. See Note 8 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further information.

(b) During the three months ended March 31, 2007, we entered into an agreement with Huaxia International Credit Consulting Co. Limited (“HICC”) and established a new joint venture to trade under the name Huaxia D&B China. Pursuant to Emerging Issues Task Force 01-2 “Interpretations of APB Opinion No. 29,” or “EITF 01-2,” and Accounting Principles Board Opinion No. 29 “Accounting for Nonmonetary Transactions,” or “APB 29,” we were required to recognize a gain of $5.8 million related to minority owner’s share of the difference between the fair value of our contributed business and its carrying amount.

Provision for Income Taxes

For the three months ended March 31, 2007, our effective tax rate was 39.1% as compared to 37.9% for the three months ended March 31, 2006. The effective tax rate for the three months ended March 31, 2007 as compared to the three months ended March 31, 2006 was negatively impacted by 0.5 points due to higher interest expense on tax liabilities for uncertain tax positions and by 0.7 points for a tax incurred in Asia Pacific related to our Huaxia D&B China joint venture.

Equity in Net Income of Affiliates

We recorded $0.1 million as Equity in Net Income of Affiliates for the three month periods ended March 31, 2007 and 2006.

Earnings per Share

We reported earnings per share, or “EPS,” for the three month periods ended March 31, 2007 and 2006, as follows:

	Three Months Ended March 31,
	2007		2006
Basic Earnings Per Share	$	0.89	$	0.77
Diluted Earnings Per Share	$	0.87	$	0.75

For the three months ended March 31, 2007, basic EPS increased 16%, compared with the three months ended March 31, 2006, primarily due to a 3% increase in net income and an 11% reduction in the weighted average number of basic shares outstanding as a result of our share repurchase programs. For the three months ended March 31, 2007, diluted EPS increased 16%, compared with the three months ended March 31, 2006, due to a 3% increase in net income and an 11% reduction in the weighted average number of diluted shares outstanding as a result of our share repurchase programs. During the three months ended March 31, 2007, we repurchased 0.8 million shares of common stock for $68.7 million under Board of Directors approved share repurchase program. In addition, we repurchased 0.4 million shares of common stock for $36.9 million under our Board of Directors approved share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and ESPP.

Non-Core Gains and (Charges)

For internal management and reporting purposes, we treat certain gains and (charges) that are included in “Consolidated Operating Costs,” “Other Income (Expense) — Net” and “Provision for Income Taxes” as non-core gains and (charges). These non-core gains and (charges) are summarized in the table below. We exclude non-core gains and (charges) when evaluating our financial performance because we do not consider these items to reflect our underlying business performance.

27

	Three Months Ended March 31,
	2007			2006
	(Amounts in millions)
Non-Core gains and (charges) included in Consolidated Operating Costs:
Restructuring charges related to our Financial Flexibility Programs	$	(14.8	)	$	(6.4	)
Settlement of International payroll tax matter related to a divested entity	$	(0.8	)	$	—
Non-Core gains and (charges) included in Other Income (Expense) - Net:
Effect of the adoption of FIN 48 on Legacy Tax Matters	$	0.5		$	—
Gain on Huaxia D&B China Joint Venture	$	5.8		$	—
Non-Core gains and (charges) included in Provision for Income Taxes:
Restructuring charges related to our Financial Flexibility Programs	$	5.6		$	2.2
Effect of the adoption of FIN 48 on Legacy Tax Matters	$	(0.5	)	$	—
Settlement of International payroll tax matter related to a divested entity	$	0.2		$	—
Gain on Huaxia D&B China Joint Venture	$	(2.9	)	$	—

Segment Results

Our results are reported under the following two segments: U.S. and International. The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated on a timely basis to assess performance and to allocate resources.

United States

U.S. is our largest segment representing 77% and 78% of our core revenue for the three month periods ended March 31, 2007 and 2006, respectively.

The following table presents our core revenue by customer solution set and U.S. operating income.

	Three Months Ended March 31,
	2007		2006
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	181.6	$	176.1
Sales & Marketing Solutions		89.6		83.6
E-Business Solutions		22.9		19.6
Supply Management Solutions		8.4		6.7
Core U.S. Revenue	$	302.5	$	286.0
Operating Income	$	109.1	$	103.7

Three Months Ended March 31, 2007 vs. Three Months Ended March 31, 2006

U.S. Overview

U.S. core revenue increased $16.5 million, or 6%, for the three months ended March 31, 2007 as compared to the three months ended March 31, 2006. The increase reflects growth in all of our customer solution sets.

U.S. Customer Solution Sets

On a customer solution set basis, the $16.5 million increase in core revenue for the three months ended March 31, 2007 as compared to the three months ended March 31, 2006, reflects:

Risk Management Solutions

• A $5.5 million, or 3%, increase in Risk Management Solutions.

28

For the three months ended March 31, 2007, Traditional Risk Management Solutions, which accounted for 77% of total U.S. Risk Management Solutions, increased 3%. The primary drivers of this growth were:

• Continued growth of each of our Preferred Pricing Agreement and Preferred Pricing Agreement with DNBi subscription plans, from existing customers who are willing to increase the level of business they do with us, including the customers who previously purchased value-added solutions. These subscription plans provide our customers with unlimited use of our Risk Management reports and data, within pre-defined ranges, provided such customers commit to an increased level of spend from their historical levels; and

• Higher purchases from our existing customers;

partially offset by:

• A decrease in purchases of our older legacy solutions primarily due to our customers shifting to our subscription plan solutions; and

• The expiration in April 2006 of our five-year licensing arrangement with Receivable Management Services, Inc.

For the three months ended March 31, 2007, Value-Added Risk Management Solutions, which accounted for 23% of total U.S. Risk Management Solutions, increased 2%. The primary drivers of this growth were:

• The positive impact of the recognition of deferred revenue from prior period sales; and

• Higher purchases from our existing customers;

partially offset by:

• A shift in product mix to our traditional product Preferred Pricing Agreement and to our Preferred Pricing Agreement with DNBi subscription plans subscription plans (as noted above); and

• A decline in revenue as a result of an expiration in April 2006 of a five-year arrangement entered into in connection with the five-year licensing arrangement referenced above.

We believe that we will continue to experience a greater percentage of sales on new solutions where revenue will be recognized in subsequent quarters. As a result, we believe that quarterly revenue will continue to be positively impacted by the recognition of deferred revenue from prior quarter sales, offset by the deferral of revenue from current sales into subsequent periods.

Sales & Marketing Solutions

• A $6.0 million, or 7%, increase in Sales & Marketing Solutions.

For the three months ended March 31, 2007, Traditional Sales & Marketing Solutions, which accounted for 42% of total U.S. Sales & Marketing Solutions, increased 5%. The increase was primarily driven by higher purchases from our existing customers.

For the three months ended March 31, 2007, Value-Added Sales & Marketing Solutions, which accounted for 58% of total U.S. Sales & Marketing Solutions, increased 9%. The increase was primarily driven by higher purchases from our existing customers.

E-Business Solutions

• A $3.3 million, or 17%, increase in E-Business Solutions, representing the results of Hoover’s, Inc. and First Research, Inc. The increase was primarily due to continued growth in subscription revenue.

29

Supply Management Solutions

• A $1.7 million, or 27%, increase in Supply Management Solutions, on a small base, primarily due to nineteen percentage points of growth associated with our Open Ratings acquisition.

U.S. Operating Income

U.S. operating income for the three months ended March 31, 2007 was $109.1 million, compared to $103.7 million for the three months ended March 31, 2006, an increase of $5.4 million, or 5%. The increase in operating income was primarily attributed to an increase in U.S. revenue for the three months ended March 31, 2007 and the impact of lower costs associated with data purchases from our International segment, partially offset by increased costs associated with our revenue generating investments in connection with our strategy, such as with Acxiom and increased data costs from third parties.

International

International represented 23% of our core revenue for the three month period ended March 31, 2007, as compared to 22% of our core revenue for the three month period ended March 31, 2006. The following table presents our International revenue by customer solution set and International operating income.

	Three Months Ended March 31,
	2007		2006
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	73.1	$	67.8
Sales & Marketing Solutions		14.2		11.5
E-Business Solutions		1.8		1.0
Supply Management Solutions		0.7		0.9
Core International Revenue	$	89.8	$	81.2
Operating Income	$	10.8	$	8.7

Three Months Ended March 31, 2007 vs. Three Months Ended March 31, 2006

International Overview

International core revenue increased $8.6 million, or 11% (3% increase before the effect of foreign exchange), for the three months ended March 31, 2007, as compared to the three months ended March 31, 2006. The increase is primarily a result of:

• The positive impact of foreign exchange;

• Increased revenues from higher levels of project oriented business;

• Increased revenues from our international partners attributable to royalty payments, fulfillment services on behalf of our partnerships and product usage; and

• Increased revenue from our Asia Pacific markets specifically our Huaxia D&B China joint venture;

partially offset by:

• A decline in the traditional Risk Management Solutions in our Italian real estate data business and declined in usage in the U.K. as a result of lower product usage from a key global customer.

International Customer Solution Sets

On a customer solution set basis, the $8.6 million increase in International core revenue for the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, reflects:

30

Risk Management Solutions

• An increase in Risk Management Solutions of $5.3 million, or 8% (flat before the effect of foreign exchange), reflecting:

For the three months ended March 31, 2007, Traditional Risk Management Solutions, which accounted for 87% of International Risk Management Solutions, increased 6% (2% decrease before the effect of foreign exchange). The increase in Traditional Risk Management solutions is primarily due to the impact of foreign exchange. Overall, Traditional Risk Management solutions experienced:

• A decline in product usage in our Italian real estate data business. This decline in product usage in Italy resulted from certain legislative changes which impacted our monitoring service business; and

• Decreased usage in the UK market as a result of lower product usage from a key global customer;

partially offset by:

• Increased revenue from our subscription plans;

• Increased revenue from our international partnerships; and

• Increased revenue from our Asia Pacific markets specifically our Huaxia D&B China joint venture.

For the three months ended March 31, 2007, Value-Added Risk Management Solutions, which accounted for 13% of International Risk Management Solutions, increased 23% (16% increase before the effect of foreign exchange) primarily due to higher project-oriented business in our UK and Benelux markets.

Sales & Marketing Solutions

• An increase in Sales & Marketing Solutions of $2.7 million, or 24% (16% increase before the effect of foreign exchange), reflecting:

For the three months ended March 31, 2007, Traditional Sales & Marketing Solutions, which accounted for 49% of International Sales & Marketing Solutions, increased 16% (8% increase before the effect of foreign exchange). This increase was attributed to increased project oriented business.

For the three months ended March 31, 2007, Value-Added Sales & Marketing Solutions, which accounted for 51% of International Sales & Marketing Solutions, increased 32% (25% increase before the effect of foreign exchange) due primarily to a higher level of project-oriented business in the UK, Italian and Benelux markets, and the positive impact of the recognition of deferred revenue from prior period sales.

E-Business Solutions

• An increase in E-Business Solutions of $0.8 million, or 63% (51% increase before the effect of foreign exchange). The increase is primarily attributed to increased market penetration of our Hoover’s solutions to customers in Europe and Canada.

Supply Management Solutions

• A decrease in Supply Management Solutions of $0.2 million, or 20% (26% decrease before the effect of foreign exchange).

International Operating Income

International operating income for the three months ended March 31, 2007 was $10.8 million, compared to $8.7 million for the three months ended March 31, 2006, an increase of $2.1 million, or 24%, primarily due to:

• Lower costs as a result of our prior reengineering efforts, which improved our efficiency;

• Lower costs of data purchases, in particular lower data costs associated with our Italian real estate data business; and

• An increase in core revenue;

31

partially offset by:

• Increased selling expenses related to increased revenue and costs associated with revenue generating investments such as with our Huaxia D&B China joint venture;

• Increased technology costs associated with our contractual partnership agreements relating to our Worldwide Network; and

• The lower data purchases from our U.S. segment.

Forward-Looking Statements

We may from time-to-time make written or oral “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements contained in filings with the Securities and Exchange Commission, in reports to shareholders and in press releases and investor Web casts. These forward-looking statements can be identified by the use of words like “anticipates,” “aspirations,” “believes,” “continues,” “estimates,” “expects,” “goals,” “guidance,” “intends,” “plans,” “projects,” “strategy,” “targets,” “will” and other words of similar meaning. They can also be identified by the fact that they do not relate strictly to historical or current facts.

We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and whether to invest in, or remain invested in, our securities. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying in the following paragraphs important factors that, individually or in the aggregate, could cause actual results to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements.

The following important factors could cause actual results to differ materially from those projected in such forward-looking statements:

• We rely significantly on third parties to support critical components of our business model in a continuous and high quality manner, including third-party data providers, strategic partners in our D&B Worldwide Network, and outsourcing partners;

• Demand for our products is subject to intense competition, changes in customer preferences and, to a lesser extent, economic conditions which impact customer behavior;

• The profitability of our International segment depends on our ability to identify and execute on various initiatives, such as the implementation of subscription plan pricing and successfully managing our D&B Worldwide Network, and our ability to identify and contend with various challenges present in foreign markets, such as local competition and the availability of public records at no cost;

• Our ability to renew large contracts, the related revenue recognition and the timing thereof may impact our results of operations from period-to-period;

• Our results are subject to the effects of foreign economies, exchange rate fluctuations, legislative or regulatory requirements, such as the adoption of new or changes in accounting policies and practices, including pronouncements by the Financial Accounting Standards Board or other standard setting bodies, and the implementation or modification of fees or taxes that we must pay to acquire, use, and/or redistribute data. In particular, our results have been, and may continue to be, significantly impacted by legislative changes affecting the fees charged by the Italian government to acquire and/or re-use data.

• Our solutions and brand image are dependent upon the integrity of our global database and the continued availability thereof through the internet and by other means, as well as our ability to protect key assets, such as data center capacity;

• We are involved in various tax matters and legal proceedings, the outcomes of which are unknown and uncertain with respect to the impact on our cash flow and profitability;

32

• Our ability to successfully implement our Blueprint for Growth Strategy requires that we successfully reduce our expense base through our Financial Flexibility Program, and reallocate certain of the expense-base reductions into initiatives that produce desired revenue growth;

• Our future success requires that we attract and retain qualified personnel in regions throughout the world;

• Our ability to repurchase shares is subject to market conditions, including trading volume in our stock, and our ability to repurchase shares in accordance with applicable securities laws;

• Our ability to acquire and successfully integrate other complimentary businesses, products and technologies into our existing business, without significant disruption to our existing business or to our financial results; and

• Our projection for free cash flow in 2007 is dependent upon our ability to generate revenue, our collection processes, customer payment patterns, the timing and volume of stock option exercises and the amount and timing of payments related to the tax and other matters and legal proceedings in which we are involved.

We elaborate on the above list of important factors in our other filings with the SEC, particularly in the discussion of our Risk Factors in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2006 and Quarterly Reports on Form 10-Q. It should be understood that it is not possible to predict or identify all risk factors. Consequently, the above list of important factors and the Risk Factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2006, should not be considered to be a complete discussion of all of our potential trends, risks and uncertainties. Except as otherwise required by federal securities laws, we do not undertake any obligation to update any forward-looking statement we may make from time-to-time.

Liquidity and Financial Position

In connection with our commitment to delivering Total Shareholder Return (“TSR”), we will remain disciplined in the use of our shareholders’ cash, maintaining three key priorities for the use of this cash:

• First, making ongoing investments in the business to drive organic growth;

• Second, continuing to look at value-accretive acquisitions to enhance our capabilities and accelerate our growth; and

• Third, continuing to return cash to shareholders.

We believe that cash provided by operating activities, supplemented as needed with readily available financing arrangements, is sufficient to meet our short-term needs, including the cash cost of restructuring charges, transition costs, contractual obligations and contingencies (see Note 7 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q), excluding the legal matters identified in such note for which exposures cannot be estimated or are not probable. In addition, we believe that our ability to readily access the bank and capital markets for incremental financing needs will enable us to meet our continued commitment to TSR. For example, in March 2006, we issued senior notes with a face value of $300 million that mature on March 15, 2011, bearing interest at a fixed annual rate of 5.50%, payable semi-annually. These proceeds were used to repay our existing $300 million notes that matured on March 15, 2006 (see Note 4 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q). We have the ability to access the short-term borrowings market from time-to-time to fund working capital needs, acquisitions and share repurchases. Such borrowings would be supported by our bank revolving credit facility, when needed.

Cash Provided by Operating Activities

Net cash provided by operating activities was $119.6 million and $36.2 million for the three months ended March 31, 2007 and 2006, respectively. The $83.4 million increase was primarily driven by:

• A decline in our Other Long-Term Assets primarily due to a deposit made to the IRS in 2006 to stop the accrual of statutory interest on potential tax deficiencies related to the legacy tax matters discussed in Note 7—Contingencies (Tax Matters) to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q;

• Timing of payments of accounts payable and accrued liabilities (e.g., bonus, commission and benefits, etc.) compared to the prior period;

33

• A lower SFAS No. 123R windfall reclass from net cash flows from operating activities to cash flows from financing activities for the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, due to a decrease in volume of stock option exercises in the current period;

• A decrease in income tax payments; and

• An increase in collections of accounts receivable as a result of higher sales in 2006 compared to prior period.

Cash Used in Investing Activities

Net cash used in investing activities was $45.2 million for the three months ended March 31, 2007, as compared to $7.8 million for the three months ended March 31, 2006. The $37.4 million increase primarily reflects the following activities:

During the three months ended March 31, 2007, we completed the following acquisitions and investments:

• We acquired First Research for $22.5 million with cash drawn from our credit facilities, inclusive of cash acquired of $0.7 million (see Note 11 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q for further information);

• In connection with the formation of Huaxia D&B China joint venture in which D&B is the majority shareholder, we made a payment of $1.0 million for a controlling premium, as well as a payment of $5.0 million for a guarantee arrangement to a related party who is a major shareholder of HICC, inclusive of cash acquired of $0.1 million. (see Note 11 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q for further information); and

• We also spent $2.1 million for other investments in our International segment during the first quarter of 2007.

During the three months ended March 31, 2006, we acquired Open Ratings for $8.0 million with cash on hand, inclusive of cash acquired of $0.4 million (see Note 11 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q for further information).

• Increased capital expenditures and additions to computer software and other intangibles of $9.3 million for the three months ended March 31, 2007 as compared to March 31, 2006. This was primarily driven by increased investments in our U.S. segment such as Acxiom (which will significantly increase the speed, data processing capacity and matching capabilities we will provide our U.S. sales and marketing customers) and in our International segment, where the majority of capital investments were primarily for the D&B Worldwide Network; and

• A decrease in net redemptions of marketable securities of $6.2 million. We did not have any investments or redemptions of marketable securities for the three months ended March 31, 2007.

Cash Used in Financing Activities

Net cash used in financing activities was $74.8 million and $102.5 million for the three months ended March 31, 2007 and 2006, respectively. As set forth below, these changes primarily relate to share repurchases, contractual obligations, payment of dividends, stock-based proceeds from stock option exercises and spin-off obligations.

Share Repurchases

During the three months ended March 31, 2007, we repurchased 0.8 million shares of common stock for $68.7 million under the share repurchase program. During the three months ended March 31, 2006, we repurchased 1.3 million shares of common stock for $91.9 million under share repurchase program. See Note 5 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q for further information.

In addition, in order to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP, we have share repurchase programs in place. During the three months ended March 31, 2007, we repurchased 0.4 million shares of common stock for $36.9 million under this program. During the three months ended March 31, 2006, we repurchased 0.4 million shares of common stock for $30.6 million. See Note 5 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q for further information.

34

Contractual Obligations

Debt

In March 2006, we issued senior notes with a face value of $300 million that mature on March 15, 2011, bearing interest at a fixed annual rate of 5.50%, payable semi-annually. The proceeds were used to repay our existing $300 million notes bearing interest at a fixed annual rate of 6.625%, payable semi-annually, which matured in March 2006. We did not issue any debt during the three months ended March 31, 2007.

Credit Facility

At March 31, 2007 and December 31, 2006, we had a $300 million bank revolving credit facility available at prevailing short-term interest rates, which was terminated on April 19, 2007. This facility otherwise would have expired in September 2009. At March 31, 2007, we had $184.7 million of borrowings outstanding under this facility. This facility also supports our commercial paper borrowings. We had not drawn on the facility and did not have any borrowings outstanding under the facility for the three months ended March 31, 2006.

Dividends

On February 1, 2007, we announced that our Board of Directors approved the initiation of a dividend and declared our first quarterly cash dividend of $0.25 per share. A first quarter cash dividend of $14.9 million was paid on March 29, 2007, to shareholders of record at the close of business on March 8, 2007. We did not pay any dividends on our common stock during the three months ended March 31, 2006.

Stock-based Programs

For the three months ended March 31, 2007, net proceeds from stock-based awards were $10.3 million compared with $20.0 million for the three months ended March 31, 2006. The decrease was primarily attributed to a decrease in the volume of stock option exercises in the current period.

In addition, the implementation of SFAS No. 123R, effective January 1, 2006, requires the benefits of tax deductions in excess of the tax impact of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow. This requirement reduced net operating cash flows and increased financing cash flows by $9.9 million for the three months ended March 31, 2007 and $18.1 million for the three months ended March 31, 2006. Included in the $9.9 million, was $4.2 million associated with the exercise of 0.2 million Moody’s stock options.

Spin-off Obligations

As part of our spin-off from Moody’s/D&B2 in 2000, Moody’s and D&B entered into a Tax Allocation Agreement dated as of September 30, 2000 (the “TAA”). During the three months ended March 31, 2007, we did not make a payment to Moody’s/D&B2. We made a payment of $20.9 million to Moody’s/D&B2 during the three months ended March 31, 2006 under the TAA which was fully accrued as of December 31, 2005. See “Future Liquidity—Sources and Uses of Funds—Spin-Off Obligation” for further detail.

Future Liquidity—Sources and Uses of Funds

Credit Facility

On April 19, 2007, we entered into a new five-year credit agreement and terminated our existing five-year credit agreement. We have $500 million of aggregate availability under the new facility, while our aggregate availability under the terminated facility was $300 million. Borrowings under the new facility will be available at prevailing short-term interest rates. The new facility expires in April 2012 and requires the maintenance of interest coverage and total debt to EBITDA ratios. On April 19, 2007, we borrowed $182.7 million under our new five-year credit agreement and utilized such proceeds to pay down the amounts under our then outstanding five-year facility immediately prior to its termination.

35

Share Repurchases and Dividends

In order to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP, our Board of Directors approved in August 2006, a new four-year, five million share repurchase program. During the three months ended March 31, 2007, we repurchased 0.4 million shares of common stock for $36.9 million under this program with 3.5 million shares remaining to be repurchased.

In August 2006, our Board of Directors approved a $200 million, one-year share repurchase program which commenced in October 2006. During the three months ended March 31, 2007, we repurchased 0.8 million shares of common stock for $68.7 million under this share repurchase program with $56.3 million remaining to be repurchased. We commenced this share repurchase program in October 2006 and anticipate that this program will be completed in the third quarter of 2007. This share repurchase program expires one year from the date of commencement.

On May 3, 2007, we announced that the Board of Directors authorized a new $200 million, one-year share repurchase program. The new $200 million program will commence after completion of the current $200 million program approved by the Board of Directors in August 2006, which has $56.3 million remaining. We anticipate that the new $200 million program will be completed within twelve months of its initiation.

On May 3, 2007, we announced that our Board of Directors declared the payment of a cash dividend of $0.25 per share for the second quarter of 2007. This cash dividend is payable on June 15, 2007, to shareholders of record at the close of business on May 31, 2007.

Spin-off Obligation

As part of our spin-off from Moody’s/D&B2 in 2000, Moody’s and D&B entered into the TAA dated as of September 30, 2000. Under the TAA, Moody’s/D&B2 and D&B agreed that Moody’s/D&B2 would be entitled to deduct compensation expense associated with the exercise of Moody’s/D&B2 stock options (including Moody’s/D&B2 options exercised by D&B employees) and D&B would be entitled to deduct the compensation expense associated with the exercise of D&B stock options (including D&B options exercised by employees of Moody’s/D&B2). Put simply, the tax deduction would go to the company that granted the stock options, rather than to the employer of the individual who exercised the options. The TAA provides, however, that if the IRS issues rules, regulations or other authority contrary to the agreed-upon treatment of the compensation expense deductions under the TAA, then the party that becomes entitled under such guidance to take the deduction may be required to reimburse the tax benefit it has realized, in order to indemnify the other party for its loss of such deduction. The IRS issued rulings discussing an employer’s entitlement to stock option deductions after a spin-off or liquidation that appear to provide that the compensation expense deduction belongs to the employer of the option grantee and not to the issuer of the option (i.e., D&B would be entitled to deduct the compensation expense associated with a D&B employee exercising a Moody’s/D&B2 option). We have filed tax returns for 2001 through 2005, and made estimated tax deposits for 2006, consistent with the IRS rulings. We received (or believe we are due) the benefit of additional tax deduction and under the TAA we may be required to reimburse Moody’s/D&B2 for the loss of income tax deductions relating for tax years 2002 to 2006 of approximately $31.8 million in the aggregate for such years. This potential reimbursement would be accounted for as a reduction to shareholders’ equity. During the three months ended March 31, 2007, we did not make a payment to Moody’s/D&B2. We may also be required to pay additional amounts in the future based upon interpretations by the parties of the TAA and the IRS’ rulings, timing of future exercises of options, the future price of stock underlying the stock options and relevant tax rates. As of March 31, 2007, current and former employees of D&B held 1.0 million Moody’s stock options. These stock options had a weighted average exercise price of $11.47 and a remaining, weighted average contractual life of two years. All of these options are currently exercisable.

Potential Payments in Tax and Legal Matters

We and our predecessors are involved in certain tax and legal proceedings, claims and litigation arising in the ordinary course of business. These matters are at various stages of resolution, but could ultimately result in significant cash payments as described in Part I — Item I Note 7 to our unaudited consolidated financial statements included in Item I. of our Quarterly Report on Form 10-Q and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q. We believe we have adequate reserves recorded in our consolidated financial statements for our share of current exposures in these matters.

Off-Balance Sheet Arrangements and Related Party Transactions

We do not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements except for those disclosed in Note 7 to our consolidated financial statements included in Item 8. of our Annual Report on Form 10-K for the year ended December 31, 2006.

36

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks primarily consist of the impact of changes in currency exchange rates on assets and liabilities, the impact of changes in the market value of certain of our investments and the impact of changes in interest rates. Our 2006 consolidated financial statements included in Item 7a. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2006, provide a more detailed discussion of the market risks affecting operations. As of March 31, 2007, no material change had occurred in our market risks, compared with the disclosure in the Annual Report on Form 10-K for the year ended December 31, 2006.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures (“Disclosure Controls”) as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. This evaluation (“Controls Evaluation”) was done with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

Disclosure Controls are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within D&B have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by individual acts, by collusion of two or more people, or by management override. A design of a control system is also based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Our Disclosure Controls are designed to provide reasonable assurance of achieving their objectives.

Conclusions regarding Disclosure Controls

Based upon our Controls Evaluation, our CEO and CFO have concluded that as of the end of the quarter ended March 31, 2007, our Disclosure Controls are effective at a reasonable assurance level.

Change in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the first quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is included in “Part I — Item I — Note 7 — Contingencies” and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases made by or on behalf of the Company or our affiliated purchasers during the quarter ended March 31, 2007 of shares of equity that are registered by the Company pursuant to Section 12 of the Exchange Act.

37

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased (a)(b)	Average Price Paid Per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs(a)(b)	Maximum Number of Currently Authorized Shares that May Yet Be Purchased Under the Plans or Programs(a)	Approximate Dollar Value of Currently Authorized Shares that May Yet Be Purchased Under the Plans or Programs(b)
	(Amounts in millions, except per share data)
January 1-31, 2007	0.2	$	84.20	0.2	—	$	—
February 1-28, 2007	0.6	$	87.65	0.6	—		—
March 1-31, 2007	0.4	$	89.20	0.4	—		—
	1.2	$	87.64	1.2	3.5	$	56.3

(a) During the three months ended March 31, 2007, we repurchased 0.4 million shares of common stock for $36.9 million under our Board of Directors approved repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan. This program was announced in August 2006 and expires in August 2010. The maximum number of shares authorized for repurchase under this program is 5.0 million shares, of which 1.5 million shares have been repurchased as of March 31, 2007.

(b) During the three months ended March 31, 2007, we repurchased 0.8 million shares of common stock for $68.7 million related to a previously announced $200 million, one-year share repurchase program approved by our Board of Directors in August 2006. We commenced this share repurchase program in October 2006 and anticipate that this program will be completed in the third quarter of 2007. This share repurchase program expires one year from the date of commencement.

Item 5. Other Information

Amendment to 2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan

At the Company’s Annual Meeting of Shareholders held on May 2, 2007, shareholders voted upon and approved an amendment to the 2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan (the “Plan”) authorizing an additional 400,000 shares of Common Stock for issuance thereunder. The Plan was amended to allow the Company to continue to grant Awards (as described in the Plan) under the Company’s non-employee director compensation program. The amendment was effective upon approval.

Additional information concerning the amendment to the Plan was “previously reported” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) in the Company’s definitive proxy statement dated March 26, 2007, relating to the Annual Meeting of Shareholders held on May 2, 2007, filed with the Securities and Exchange Commission on March 26, 2007 (the “Proxy Statement”).

A copy of the Plan, as amended, is included as Exhibit 10.1 to this quarterly report on Form 10-Q and is incorporated herein by reference.

Amendment to Stock Ownership Guidelines

Effective May 1, 2007, we amended our stock ownership guidelines to remove the requirement that executives must retain for a one-year holding period 50% of the net shares of Common Stock received upon the exercise of options. A complete description of our stock ownership guidelines is included in our Proxy Statement. We amended our stock ownership guidelines to ensure that they continue to align the interest of our key executives with our stockholders.

38

Amendment to Supplemental Executive Benefit Plan and Executive Retirement Plan of the Dun & Bradstreet Corporation

In May 2007, our Compensation and Benefits Committee approved the following actions with respect to our compensation program for our executive officers:

• Participation in our Supplemental Executive Benefit Plan (the “SEBP”) will be “frozen” effective July 1, 2007 and all participants then active under the SEBP will become participants under our Executive Retirement Plan (the “ERP”). The SEBP is a non-qualified unfunded pension plan that was offered to certain of our key management employees pursuant to which they accumulated certain retirement income benefits. A description of the SEBP can be found in our Proxy Statement. Participants under the SEBP at the time benefits are frozen will continue to derive the benefit of future salary increases in calculating amounts ultimately to be paid out under the SEBP and they will receive the greater of the benefit that would be received under the frozen SEBP (taking into account such future salary increases) or benefits then payable under the ERP. A copy of the SEBP, as amended, is included as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

• Our Executive Retirement Plan was amended to change the early retirement reduction factors set forth therein. The ERP is a non-qualified plan, which provides certain retirement income benefits to certain of our key management employees. The ERP provides an annual benefit equal to 4% of a participant’s average final compensation for each of the first 10 years of service for a maximum benefit of 40%. A participant is 100% vested in the applicable benefit upon completion of 5 years of service while a member of the plan. The benefit payment from the ERP is offset by any pension benefits earned on any other pension plan sponsored by D&B or one of its affiliates and the participant’s Social Security retirement benefit. A copy of the ERP, as amended, is included as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Retirement income benefits are just one element of our compensation program for executive officers. A description of our compensation program elements can be found in our Proxy Statement and in future Proxy Statement filings with the SEC.

Item 6. Exhibits

+Exhibit 10.1 — 2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan, as amended May 2, 2007.

+Exhibit 10.2. — Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, as amended May 1, 2007.

+Exhibit 10.3 — Execution Retirement Plan of The Dun & Bradstreet Corporation, as amended May 1, 2007.

Exhibit 31.1 — Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 — Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 — Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 — Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+ Represents a management contract or compensatory plan.

39

SIGNATURES

Pursuant to the requirements 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
By:	/s/ Anastasios G. Konidaris
	Anastasios G. Konidaris
	Senior Vice President and Chief Financial Officer

Date: May 4, 2007

By:	/s/ Anthony Pietrontone Jr.
	Anthony Pietrontone Jr.
	Principal Accounting Officer

Date: May 4, 2007

40

EX-10.1

Exhibit 10.1

2000 DUN & BRADSTREET CORPORATION

NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN

(as amended May 2, 2007)

1. Purpose of the Plan

The purpose of the Plan is to aid the Company in attracting, retaining and compensating non-employee directors and to enable them to increase their ownership of Shares. The Plan will be beneficial to the Company and its stockholders since it will allow non-employee directors of the Board to have a greater personal financial stake in the Company through the ownership of Shares, in addition to underscoring their common interest with stockholders in increasing the value of the Shares on a long-term basis.

2. Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) Award: An Option or Other Stock-Based Award granted pursuant to the Plan.

(c) Beneficial Owner: As such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).

(d) Board: The Board of Directors of the Company.

(e) Change in Control: The occurrence of any of the following events:

(i) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities.

(ii) during any period of twenty-four months (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new Director (other than a Director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section, a Director designated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or a Director designated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities)

whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof.

(iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and after which no Person holds 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity; or

(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(f) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(g) Company: The Dun & Bradstreet Corporation.

(h) D&B: The Dun & Bradstreet Corporation, a Delaware corporation.

(i) Disability: Inability to continue to serve as a non-employee director of the Board due to a medically determinable physical or mental impairment which constitutes a permanent and total disability, as determined by the Board (excluding any member thereof whose own Disability is at issue in a given case) based upon such evidence as it deems necessary and appropriate. A Participant shall not be considered disabled unless he or she furnishes such medical or other evidence of the existence of the Disability as the Board, in its sole discretion, may require.

(j) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 14 of the Plan.

(k) Fair Market Value: On a given date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if no Composite Tape exists for such national securities exchange on such date, then on the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on a national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted), or, if there is no market on which the Shares are regularly quoted, the Fair Market Value shall be the value established by the Board in good faith. If no sale of Shares shall have been reported on such Composite Tape or such national securities exchange on such date or quoted on the

Page 2

National Association of Securities Dealers Automated Quotation System on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used.

(l) Option: A stock option granted pursuant to Section 6 of the Plan.

(m) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(n) Other Stock-Based Awards: Awards granted pursuant to Section 7 of the Plan.

(o) Participant: Any director of the Company who is not an employee of the Company or any Subsidiary of the Company as of the date that an Award is granted.

(p) Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).

(q) Plan: The 2000 Dun & Bradstreet Corporation Non-employee Directors’ Stock Incentive Plan.

(r) Retirement: Except as otherwise provided in an Award agreement, termination of service with the Company or an Affiliate after such Participant has attained age 70, regardless of the length of such Participant’s service; or, with the prior written consent of the Board (excluding any member thereof whose own Retirement is at issue in a given case), termination of service at an earlier age after the Participant has completed six or more years of service with the Company.

(s) Shares: Shares of common stock, par value $0.01 per share, of the Company.

(t) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

3. Shares Subject to the Plan

The total number of Shares which may be issued under the Plan is 400,000 in addition to any shares remaining from the original authorization of 300,000 approved by shareholders as of the 2001 Annual Meeting. Against the shares remaining in the Plan, awards granted under the Plan (excluding other stock-based awards granted pursuant to Section 7 of the Plan) count as 1 issued share; whereas, other stock-based awards granted pursuant to Section 7 of the amended Plan (approved as of the 2005 Annual Meeting) count as 2.6 issued shares. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Awards shall reduce the total number of Shares available under the Plan. Shares which are subject to Awards which terminate or lapse may be granted again under the Plan.

4. Administration

The Plan shall be administered by the Board, which may delegate its duties and powers in whole or in part to any subcommittee thereof. The Board is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Board may correct any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the Board deems necessary or desirable. Any decision of the Board in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).

Page 3

5. Eligibility

All Participants shall be eligible to participate under this Plan.

6. Terms and Conditions of Options

Options granted under the Plan shall be non-qualified stock options for federal income tax purposes, as evidenced by the related Option agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Board shall determine:

(a) Option Price. The Option Price per Share shall be determined by the Board, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.

(b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Board, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

(d) Exercise of Options. Except as otherwise provided in the Plan or in a related Option agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii) or (iii) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash, (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Board, (iii) partly in cash and partly in such Shares or (iv) through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the occurrence of the exercise date (determined as set forth above) and, if applicable, the satisfaction of any other conditions imposed by the Board pursuant to the Plan. Unless the vesting of an Option is otherwise accelerated pursuant to Section 7(e), 7(f) or 7(g), the unvested portion of the Option will terminate upon the Participant’s termination of employment for any reason.

(e) Exercisability Upon Termination of Service by Death. If a Participant’s service with the Company and its Subsidiaries terminates by reason of death after the first anniversary of the date on which an Option is granted, the unexercised portion of such Option shall immediately vest in full and may thereafter be exercised during the shorter of the remaining term of the Option or five years after the date of death.

(f) Exercisability Upon Termination of Service by Disability or Retirement. If a Participant’s service with the Company and its Subsidiaries terminates by reason of Disability or Retirement after the first anniversary of the date on which an Option is granted, the unexercised vested portion of such Option may

Page 4

thereafter be exercised during the shorter of the remaining term of the Option or five years after the date of such termination of service; provided, however, that if a Participant dies within a period of five years after such termination of service, the unexercised portion of the Option shall immediately vest in full and may thereafter be exercised, during the shorter of the remaining term of the Option or the period that is the longer of five years after the Date of such termination of service or one year after the date of death.

(g) Effect of Other Termination of Service. If a Participant’s service with the Company and its Subsidiaries terminates by reason of Disability or Retirement prior to the first anniversary of the date on which an Option is granted (as described above), then, a pro rata portion of such Option shall immediately vest in full and may be exercised thereafter, during the shorter of (A) the remaining term of such Option or (B) five years after the date of such termination of service, for a prorated number of Shares (rounded down to the nearest whole number of Shares), equal to (i) the number of Shares subject to such Option multiplied by (ii) a fraction the numerator of which is the number of days the Participant served on the Board subsequent to the date on which such Option was granted and the denominator of which is 365. The portion of such Option which is not exercisable shall terminate as of the date of Disability or Retirement. If a Participant’s service with the Company and its Subsidiaries terminates for any reason other than death, Disability or Retirement, the unexercised vested portion of such Option shall terminate thirty days following such termination of service.

(h) Nontransferability of Stock Options. Except as otherwise provided in this Section 6(h), an Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution and during the lifetime of a Participant an Option shall be exercisable only by the Participant. An Option exercisable after the death of a Participant or a transferee pursuant to the following sentence may be exercised by the legatees, personal representatives or distributees of the Participant or such transferee. The Board may, in its discretion, authorize all or a portion of the Options previously granted or to be granted to a Participant to be on terms which permit irrevocable transfer for no consideration by such Participant to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant, trusts for the exclusive benefit of these persons, and any other entity owned solely by these persons (“Eligible Transferees”), provided that (x) the Option agreement pursuant to which such Options are granted must be approved by the Board, and must expressly provide for transferability in a manner consistent with this Section and (y) subsequent transfers of transferred Options shall be prohibited except those in accordance with the first sentence of this Section 6(h). The Board may, in its discretion, amend the definition of Eligible Transferees to conform to the coverage rules of Form S-8 under the Securities Act of 1933 or any comparable Form from time to time in effect. Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of service of Sections 6(e), 6(f) and 6(g) hereof shall continue to be applied with respect to the original Participant, following which the Options shall be exercisable by the transferee only to the extent, and for the periods specified, in Sections 6(e), 6(f) and 6(g). The Board may delegate to a committee consisting of employees of the Company the authority to authorize transfers, establish terms and conditions upon which transfers may be made and establish classes of Options eligible to transfer options, as well as to make other determinations with respect to option transfers.

7. Other Stock-Based Awards

The Board, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Board shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the

Page 5

occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Board shall determine to whom and when Other Stock-Based Awards will be made; the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof).

8. Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to stockholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Board in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any other affected terms of such Awards.

(b) Change in Control. Upon the occurrence of a Change in Control, (A) (i) all restrictions on Shares of restricted stock shall lapse and (ii) all Options shall vest and become exercisable and (B) the Board may, but shall not be obligated to, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award which, in the case of Options, shall equal the excess, if any, of the Fair Market Value of the Shares subject to such Options over the aggregate Option Price of such Options.

9. No Right to Awards.

No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Board’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

10. Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

11. Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which, (a) without the approval of the stockholders of the Company, would (except as is provided in Section 8 of the Plan), (1) increase the total number of Shares reserved for the purposes of the Plan, (2) result in any Option being repriced either by lowering the Option Price of any outstanding Option or by canceling an outstanding Option and granting a replacement Option with a lower Option Price, or (b) without the consent of a Participant, would impair any of the rights or obligations under any Award theretofore granted to such Participant under the Plan; provided, however, that the Board may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

Page 6

12. Nontransferability of Awards

Except as provided in Section 6(h) of the Plan, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. During the lifetime of a Participant, an Award shall be exercisable only by such Participant. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Notwithstanding anything to the contrary herein, the Board, in its sole discretion, shall have the authority to waive this Section 12 (or any part thereof) to the extent that this Section 12 (or any part thereof) is not required under the rules promulgated under any law, rule or regulation applicable to the Company.

13. Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

14. Effectiveness of the Plan

The amended Plan is effective as of May 2, 2007, the date it was approved by shareholders at the Company’s 2007 Annual Meeting of Shareholders.

Page 7

EX-10.2

Exhibit 10.2

SUPPLEMENTAL EXECUTIVE BENEFIT PLAN

OF

THE DUN & BRADSTREET CORPORATION

As Amended and Restated Effective June 30, 2007

PREAMBLE

The principal purpose of this Supplemental Executive Benefit Plan is to ensure the payment of a competitive level of retirement income and disability benefits in order to attract, retain and motivate selected executives of the Corporation and its affiliated companies.

Section 1.

Definitions

1.1 “Affiliate” means any corporation, partnership, division or other organization controlling, controlled by or under common control with the Corporation or any joint venture entered into by the Corporation.

1.2 “Average Final Compensation” means the greater of (a) or (b), below:

(a) A Participant’s or Vested Former Participant’s average annual Compensation during the five (5) consecutive twelve (12) month periods in the last ten (10) consecutive twelve (12) month periods of his or her Credited Service (or during the total number of consecutive twelve (12) month periods if fewer than five (5)), prior to the relevant date of calculation under the Plan, affording the highest such average annual Compensation. If actual monthly Compensation for any month during the one hundred twenty (120) month computational period is unavailable, Compensation for such month shall be determined by dividing the Participant’s or Vested Former Participant’s Compensation for the twelve (12) month period in which such month occurs by twelve (12). In the event any Participant or Vested Former Participant is regularly employed for at least one thousand (1,000) hours but less than eighteen hundred (1,800) hours, his or her earnings shall be annualized under uniform rules adopted by the Committee. For purposes of the foregoing, Average Final Compensation will not include an employee’s Compensation while the employee is a Vested Former Participant or a Former Participant but will include Compensation from the date of the Participant’s employment with the Corporation or an Affiliate.

(b) If the Participant is disabled at the time of his Retirement, the Participant’s Basic Earnings.

1.3 “Basic Disability Plan” means as to any Participant either (a) the long-term disability plan of the Corporation or an Affiliate pursuant to which long-term disability benefits are payable to such Participant or (b) if the Affiliate which employs such Participant has not adopted a long-term disability plan, the long-term disability plan of the Corporation.

1.4 “Basic Disability Plan Benefit” means the amount of benefits actually payable to a Participant from the Basic Disability Plan or which would be payable if the Participant were a member of such Plan. For purposes of determining a Participant’s Basic Disability Plan Benefit, a disability benefit shall not be treated as actually payable to a Participant unless the Participant is actually covered by a long-term disability plan of the Corporation or an Affiliate.

1.5 “Basic Earnings” means the total amount paid by the Corporation or any Affiliate to a Participant in the twelve (12) months immediately preceding the onset of the Participant’s disability, (a) including salary, wages, regular cash bonuses and commissions, lump sum payments in lieu of foregone merit increases, “bonus buyouts” as the result of job changes, and any portion of such amounts (i) voluntarily deferred or reduced by the Participant under any employee benefit plan of the Corporation or any Affiliate available to all levels of Employees of the Corporation and/or any Affiliate(s) on a non-discriminatory basis upon satisfaction of eligibility requirements or (ii) voluntarily deferred or reduced under any executive deferral plan of the Corporation or any Affiliate (so long as such amounts would otherwise not have been excluded had they not been deferred), but (b) excluding any pension, retainers, severance pay, special stay-on bonus payments, income derived from stock options, stock appreciation rights and restricted stock awards and dispositions of stock acquired thereunder, payments dependent upon any contingency after the period of Credited Service and other special remuneration (including performance units).

1.6 “Basic Plan” means, as to any Participant or Vested Former Participant, the defined benefit pension plan of the Corporation or an Affiliate, which is intended to meet the requirements of Section 401(a) of the Code and pursuant to which retirement benefits are payable to such Participant or Vested Former Participant or to the Surviving Spouse or designated beneficiary of a deceased Participant or Vested Former Participant.

1.7 “Basic Plan Benefit” means the amount of benefits payable from the Basic Plan to a Participant or Vested Former Participant.

1.8 “Board” means the Board of Directors of The Dun & Bradstreet Corporation.

1.9 “Change in Control” means:

(a) Any “person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any Corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities;

(b) during any period of twenty-four (24) months (not including any period prior to the effective date of this provision), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described

2

in clause (a), (c) or (d) of this Section), (ii) a director designated by any Person (including the Corporation) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control, or (iii) a director designated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Corporation representing ten percent (10%) or more of the combined voting power of the Corporation’s securities) whose election by the Board or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof;

(c) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and (ii) after which no Person holds twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Corporation or such surviving entity; or

(d) the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.

1.10 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.11 “Committee” means the Compensation and Benefits Committee of the Board.

1.12 “Corporation” means The Dun & Bradstreet Corporation, a Delaware corporation, and any successor or assigns thereto.

1.12A “Compensation” means the total amount paid by the Corporation or an Affiliate to a Participant or Vested Former Participant (other than amounts paid after termination of employment) with respect to any period of Credited Service as salary, wages, overtime, regular cash bonuses and commissions, lump sum payments in lieu of foregone merit increases, ‘bonus buyouts’ as the result of job changes, and any portion of such amounts voluntarily deferred or reduced by the Participant or Vested Former Participant under any employee benefit plan of the Corporation or an Affiliate available to all levels of employees of the Corporation or the Affiliate on a non-discriminatory basis upon satisfaction of eligibility requirements and voluntarily deferred or reduced under any executive deferral plan of the Corporation or an Affiliate (provided such amounts otherwise would not have been excluded had they not been deferred), but excluding any pension, retainers, severance pay, special stay-on bonus payments, income derived from stock options, stock appreciation rights and dispositions of stock acquired thereunder, payments dependent upon any contingency after the period of Credited Service and

3

other special remunerations (including performance units). Compensation shall include elective amounts that are not includible in gross income of the Participant or Vested Former Participant by reason of Sections 125, 132(f)(4) (for years beginning on and after January 1, 2001), 402(e)(3), 402(h) or 403(b) of the Code.

In the case of a Participant or Vested Former Participant who is transferred to an entity which is not an Affiliate during a year, Compensation shall be the amount received by the Participant or Vested Former Participant prior to such transfer. If a Participant’s or Vested Former Participant’s service with the Corporation or an Affiliate is continued during a period of authorized leave of absence for the purposes of military service, for the purposes of determining Average Final Compensation, the Participant or Vested Former Participant shall be deemed to continue to receive the salary he or she was receiving at the time such leave commenced. In all cases of paid leave, the Participant’s or Vested Former Participant’s Compensation during such period of leave shall be included for the purposes of determining Average Final Compensation.

1.13 “Credited Service” means a Participant’s, Former Participant’s or Vested Former Participant’s Credited Service as defined in The Dun & Bradstreet Corporation Retirement Account (as in effect on December 31, 2006), except that Credited Service will include service while the Participant is receiving Disability Benefits and service from the date the Participant, Former Participant or Vested Former Participant was employed by the Corporation or an Affiliate, but will not include service while an employee is a Former Participant or Vested Former Participant. In the case of an acquired company, however, the Participant’s, Former Participant’s or Vested Former Participant’s service with that company prior to the date of acquisition will not be counted unless such service is recognized for benefit accrual purposes under the relevant Basic Plan. Effective July 1, 2007, no Participant, Former Participant or Vested Former Participant shall be credited with any additional years of Credited Service for purposes of calculating any benefit under the Plan, but Credited Service subsequent to July 1, 2007 shall be taken into account for purposes of calculating Average Final Compensation and for purposes of determining eligibility for benefits under the Plan and identification of Vested Former Participants.

1.14 “Disability Benefit” means the benefits provided to Participants and Vested Former Participants pursuant to Section 5 of the Plan.

1.15 “Effective Date” means July 1, 1989.

1.16 “Election” means an election as to the form of benefit payment made pursuant to Section 4.5 of the Plan.

1.17 “Election Date” means the date that a properly completed election form with respect to an Election or a Special Election is received by the Corporation’s Treasurer.

1.18 “Former Participant” means an employee who has not completed five (5) or more years of Credited Service at the time his employment with the Corporation or an Affiliate terminates or at the time he was removed, upon written notice by the Chief Executive Officer of the Corporation and with the approval of the Committee, from further participation in the Plan.

4

1.19 “Other Disability Income” means (a) the disability insurance benefit that the Participant is entitled to receive under the Federal Social Security Act while he is receiving the Basic Disability Plan Benefit and (b) the disability income payable to a Participant from the following sources:

(i) any supplemental executive disability plan of any Affiliate; and

(ii) any other contract, agreement or other arrangement with the Corporation or an Affiliate (excluding any Basic Disability Plan) to the extent it provides disability benefits.

1.20 “Other Retirement Income” means (a) (i) the Social Security retirement benefit that the Participant or Vested Former Participant is entitled to receive under the Federal Social Security Act as of the date of his Retirement or (ii) if the Participant or Vested Former Participant is not eligible to receive a Social Security retirement benefit commencing on such date, the Social Security retirement benefit he is entitled to receive at the earliest age he is eligible to receive such a benefit, discounted to the date his Benefit under the Plan actually commences, using the actuarial assumptions then in use under the relevant Basic Plan, assuming for purposes of (i) and (ii) above that for years prior to the Participant’s employment with the Corporation and for years following the Participant’s termination of employment with the Corporation up until the Participant attains age sixty-two (62), the Participant earned compensation so as to accrue the maximum Social Security benefits, and (b) the retirement income payable to a Participant or Vested Former Participant from the following sources:

(a) any retirement benefits equalization plan of the Corporation or an Affiliate or any former Affiliate, the purpose of which is to provide the Participant or Vested Former Participant with the benefits he is precluded from receiving under any relevant Basic Plan as a result of limitations under the Internal Revenue Code; and

(b) any supplemental executive retirement plan of any Affiliate; and

(c) any other contract, agreement or other arrangement with the Corporation or an Affiliate or any former Affiliate (excluding any Basic Plan and any defined contribution plan intended to meet the requirements of Section 401(a) of the Code) to the extent it provides retirement or pension benefits.

1.21 “Participant” means an employee of the Corporation or an Affiliate who becomes a participant in the Plan pursuant to Section 2 and has not been removed pursuant to Section 2.2.

1.22 “Plan” means this Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, as amended from time to time.

1.23 “Potential Change in Control” means:

(a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation;

5

(b) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation;

(c) any person, other than a trustee or their fiduciary holding securities under an employee benefit plan of the Corporation (or a Corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing nine and one half percent (9.5%) or more of the combined voting power of the Corporation’s then outstanding securities, increases his beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or

(d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Corporation has occurred.

1.24 “Retirement” means the termination, other than at death, of a Participant’s or Vested Former Participant’s employment with the Corporation or an Affiliate (a) after reaching age fifty-five (55) and completing ten (10) years of Vesting Service, or (b) immediately following the cessation of the payment of Disability Benefits under the Plan to such Participant or Vested Former Participant while he is still disabled, as such term is defined under the Basic Disability Plan.

1.25 “Retirement Benefit” means the benefits provided to Participants and Vested Former Participants pursuant to Section 4 of the Plan.

1.26 “Special Election” means an election as to the form of benefit payment made pursuant to Section 4.6 of the Plan.

1.27 “Surviving Spouse” means the spouse of a deceased Participant or Vested Former Participant to whom such Participant or Vested Former Participant is legally married immediately preceding such Participant or Vested Former Participant’s death.

1.28 “Surviving Spouse’s Benefits” mean the benefits provided to a Participant’s or Vested Former Participant’s Surviving Spouse pursuant to Section 6 of the Plan.

1.29 “Vested Former Participant” means an employee who completed five (5) or more years of Credited Service at the time his employment with the Corporation or an Affiliate terminated or at the time he was removed, upon written notice by the Chief Executive Officer of the Corporation and with the approval of the Committee, from further participation in the Plan.

1.30 The masculine gender, where appearing in the Plan, will be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.

6

Section 2.

Eligibility and Participation

2.1 All key management employees of the Corporation and its Affiliates who are responsible for the management, growth or protection of the business of the Corporation and its Affiliates, who are designated by the Chief Executive Officer of the Corporation in writing, are eligible, upon approval by the Committee, for participation in the Plan as of the effective date of such designation.

2.2 A Participant’s participation in the Plan shall terminate upon termination of his or her employment. Prior to termination of employment, a Participant may be removed, upon written notice by the Chief Executive Officer of the Corporation and with the approval of the Committee, from further participation in the Plan. As of the date of termination or removal, no further benefits shall accrue to such individual.

Section 3.

Eligibility For Benefits

3.1 Each Participant or Vested Former Participant is eligible for an annual Retirement Benefit under this Plan upon Retirement, or upon termination of employment with the Corporation before Retirement after completing five (5) or more years of Credited Service.

3.2 Each Participant is eligible to commence receiving a Disability Benefit under this Plan upon the actual or deemed commencement of benefits under the relevant Basic Disability Plan. Notwithstanding the above, a Participant may not receive a Disability Benefit if he has not previously enrolled for the maximum disability insurance coverage available under the relevant Basic Disability Plan.

3.3 Notwithstanding any other provision of the Plan to the contrary, no benefits or no further benefits, as the case may be, shall be paid to a Participant, Vested Former Participant or Surviving Spouse if the Committee reasonably determines that such Participant or Vested Former Participant has:

(a) to the detriment of the Corporation or any Affiliate, directly or indirectly acquired, without the prior written consent of the Committee, an interest in any other company, firm, association, or organization (other than an investment interest of less than one percent (1%) in a publicly-owned company or organization), the business of which is in direct competition with any business of the Corporation or an Affiliate;

(b) to the detriment of the Corporation or any Affiliate, directly or indirectly competed with the Corporation or any Affiliate as an owner, employee, partner, director or contractor of a business, in a field of business activity in which the Participant or Vested Former Participant has been primarily engaged on behalf of the Corporation or any Affiliate or in which he has considerable knowledge as a result of his employment by the Corporation or any Affiliate, either for his own benefit or with any person other than the Corporation or any Affiliate, without the prior written consent of the Committee; or

7

(c) been discharged from employment with the Corporation or any Affiliate for “Cause”. “Cause” shall include the occurrence of any of the following events or such other dishonest or disloyal act or omission as the Committee reasonably determines to be “cause”:

(i) the Participant or Vested Former Participant has misappropriated any funds or property of the Corporation or any Affiliate or committed any other act of willful malfeasance or willful misconduct in connection with his or her employment;

(ii) the Participant or Vested Former Participant has, without the prior knowledge or written consent of the Committee, obtained personal profit as a result of any transaction by a third party with the Corporation or any Affiliate;

(iii) the Participant or Vested Former Participant has sold or otherwise imparted to any person, firm, or corporation the names of the customers of the Corporation or any Affiliate or any confidential records, data, formulae, specifications and other trade secrets or other information of value to the Corporation or any Affiliate derived by his or her association with the Corporation or any Affiliate;

(iv) the Participant or Vested Former Participant fails, on a continuing basis, to perform such duties as are requested by any employee to whom the Participant or Vested Former Participant reports or the Board; or

(v) the Participant or Vested Former Participant commits any felony or any misdemeanor involving moral turpitude.

In any case described in this Section 3.3, the Participant, Vested Former Participant or Surviving Spouse shall be given prior written notice that no benefits or no further benefits, as the case may be, will be paid to such Participant, Vested Former Participant or Surviving Spouse. Such written notice shall specify the particular act(s), or failures to act, on the basis of which the decision to terminate benefits has been made.

3.4 (a) Notwithstanding any other provision of the Plan to the contrary, a Participant or Vested Former Participant who receives in a lump sum any portion of his Retirement Benefit pursuant to an Election or Special Election shall receive such lump sum portion of his Retirement Benefit subject to the condition that if such Participant or Vested Former Participant engages in any of the acts described in clause (i) or (ii) of Section 3.3(c), then such Participant or Vested Former Participant shall, within sixty (60) days after written notice by the Corporation, repay to the Corporation the amount described in Section 3.4(b).

(b) The amount described under this Section 3.4(b) shall equal the amount, as determined by the Committee, of the Participant’s or Vested Former Participant’s lump sum benefit paid under this Plan to which such Participant or Vested Former Participant would not have been entitled, if such lump sum benefit had instead been payable in the form of an annuity under this Plan and such annuity payments were subject to the provisions of Section 3.3.

8

3.5 Notwithstanding any provision of the Plan to the contrary, if a Participant or Surviving Spouse of a Participant under the Plan receives a benefit under the Executive Retirement Plan of The Dun & Bradstreet Corporation, he or she will be deemed to have waived all rights and claims with respect to any benefit under the Plan.

Section 4.

Amount and Form of Retirement Benefits

4.1 The Retirement Benefit provided by the Plan is designed to provide each Participant and Vested Former Participant with an annual pension from the Plan and certain other sources equal to his Retirement Benefit as hereinafter specified. Thus, the Retirement Benefits described hereunder as payable to Participants and Vested Former Participants will be offset by retirement benefits payable from sources outside the Plan as specified herein.

4.2 (a) The Retirement Benefit of a Participant or Vested Former Participant upon Retirement shall be an annual benefit equal to

(i) for a Participant or Vested Former Participant who had attained age fifty (50) and had been credited with at least ten (10) years of Vesting Service as of January 15, 1997 or a Participant or Vested Former Participant whose age plus years of Vesting Service is equal to or greater than seventy (70) as of January 15, 1997, or other individuals designated by the Chief Executive Officer: fifty percent (50%) of his Average Final Compensation with respect to his first ten (10) years of Credited Service completed prior to July 1, 2007, plus two percent (2%) of such Average Final Compensation for each year of Credited Service completed prior to July 1, 2007 in excess of ten (10) years of Credited Service, but not to exceed fifteen (15) years of Credited Service, offset by his Other Retirement Income and his Basic Plan Benefit; a full month is credited for each completed and partial month of age and Credited Service completed prior to July 1, 2007;

(ii) for each other Participant or Vested Former Participant: forty percent (40%) of his Average Final Compensation with respect to his first ten (10) years of Credited Service completed prior to July 1, 2007, plus two percent (2%) of Average Final Compensation for each year of Credited Service in excess of ten (10) years of Credited Service completed prior to July 1, 2007, but not to exceed twenty (20) years of Credited Service, offset by his Other Retirement Income and his Basic Plan Benefit. A full month is credited for each completed and partial month of Credited Service completed prior to July 1, 2007. If such a Participant or Vested Former Participant retires before age sixty (60) without the Corporation’s consent, his Retirement Benefit shall be reduced by three percent (3%) for each year or fraction thereof that Retirement commenced prior to reaching age sixty (60).

(b) Any portion of the Retirement Benefit provided under this Section 4.2 payable in the form of an annuity pursuant to Section 4.4 shall be payable in monthly installments and will commence on the first day of the calendar month coinciding with or next

9

following the day the Participant or Vested Former Participant retires, and any portion of such Retirement Benefit payable in a lump sum pursuant to Section 4.4 shall be paid on the date that is sixty (60) days after the date when annuity payments under this Section 4.2 commence, or would commence if any portion of the Retirement Benefit were payable in the form of an annuity, or as soon as practicable thereafter, provided the Committee has approved any such lump sum payments.

4.3 (a) Subject to Section 4.3(c), the Retirement Benefit of a Participant or Vested Former Participant who terminates employment with the Corporation with five (5) or more years of Credited Service before he is eligible to retire under the relevant Basic Plan shall be an annual benefit equal to

(i) for a Participant or Vested Former Participant who had attained age fifty (50) and had been credited with at least ten (10) years of Vesting Service as of January 15, 1997 or a Participant or Vested Former Participant whose age plus years of Vesting Service is equal to or greater than seventy (70) as of January 15, 1997, or other individuals designated by the Chief Executive Officer: twenty-five percent (25%) of his Average Final Compensation for his first five (5) years of Credited Service completed prior to July 1, 2007, plus five percent (5%) of Average Final Compensation for each additional year of Credited Service completed prior to July 1, 2007 between six (6) and ten (10) years of Credited Service, plus two percent (2%) of Average Final Compensation for each additional year of Credited Service completed prior to July 1, 2007 from eleven (11) to fifteen (15) years, offset by his Other Retirement Income and his Basic Plan Benefit; a full month is credited for each completed and partial month of Credited Service completed prior to July 1, 2007; and

(ii) for each other Participant or Vested Former Participant: twenty percent (20%) of his Average Final Compensation with respect to his first five (5) years of Credited Service completed prior to July 1, 2007, plus four percent (4%) of Average Final Compensation for each additional year of Credited Service completed prior to July 1, 2007 between six (6) and ten (10) years of Credited Service, plus two percent (2%) of Average Final Compensation for each additional year of Credited Service completed prior to July 1, 2007 from eleven (11) to twenty (20) years, offset by his Other Retirement Income and his Basic Plan Benefit; a full month is credited for each completed and partial month of Credited Service completed prior to July 1, 2007.

(b) Any portion of the Retirement Benefit provided under this Section 4.3 payable in the form of an annuity pursuant to Section 4.4 shall be payable in monthly installments and will commence on the first day of the calendar month coinciding with or next following the day the Participant or Vested Former Participant reaches age fifty-five (55) or the date of his termination, if later, and any portion of such Retirement Benefit payable in a lump sum pursuant to Section 4.4 shall be paid on the date that is sixty (60) days after the date when annuity payments under this Section 4.3 commence, or would commence if any portion of the Retirement Benefit were payable in the form of an annuity, or as soon as practicable thereafter, provided the Committee has approved any such lump sum payments.

(c) If a Participant or Vested Former Participant terminates employment with the Corporation without the Corporation’s consent, and the payment of his

10

Retirement Benefit commences, or would commence if it were payable in the form of an annuity, before he reaches age sixty (60), his Retirement Benefit shall be reduced by ten percent (10%) for each year or fraction thereof that the payment of his Retirement Benefit commences, or would commence if it were payable in the form of an annuity, prior to his reaching age sixty (60).

4.4 (a) Except as provided under Section 4.4(b) or Section 4.4(c), a Retirement Benefit under this Plan shall be payable to a Participant or Vested Former Participant in the form of a straight life annuity and without regard to any optional form of benefits elected under the Basic Plan.

(b) If a Participant or a Vested Former Participant makes an Election while he is a Participant pursuant to Section 4.5 or a Special Election pursuant to Section 4.6 and such Election or Special Election becomes effective (i) prior to the date such Participant or such Vested Former Participant retires or terminates employment with the Corporation or an Affiliate and (ii) while he was still a Participant, a Retirement Benefit under this Plan shall be payable to such Participant or such Vested Former Participant in the form or combination of forms of payment elected pursuant to such Election or Special Election under Section 4.5 or Section 4.6, as the case may be, and without regard to any optional form of benefit elected under the Basic Plan. Any lump sum distribution of a Participant’s or Vested Former Participant’s Retirement Benefit under the Plan shall fully satisfy all present and future Plan liability with respect to such Participant or Vested Former Participant for such portion or all of such Retirement Benefit so distributed.

(c) Notwithstanding any Election or Special Election made under Section 4.5 or 4.6, if the lump sum value, determined in the same manner as provided under Section 4.5(a), of a Participant’s or Vested Former Participant’s Retirement Benefit is Ten Thousand Dollars ($10,000) or less at the time such Retirement Benefit is payable under this Plan, such benefit shall be payable as a lump sum.

(d) If the Retirement Benefit under this Plan is payable to a Participant or Vested Former Participant in a different form and/or at a different time than his Other Retirement Income or his Basic Plan Benefits, the offset provided in this Plan for such Participant’s or Vested Former Participant’s Other Retirement Income and Basic Plan Benefit shall be converted, using actuarial assumptions that are reasonable and appropriate and in accordance with applicable law at the time the benefit under this Plan is determined, to the extent required as follows, but solely for purposes of calculating the amount of such offset:

(i) a percentage of the benefits to be offset equal to the percentage of such Participant’s or Vested Former Participant’s benefits payable in the form of an annuity under this Plan shall be actuarially converted to the extent required into the form of a straight life annuity, commencing at the time such benefits payable under this Plan commence or on the date such Participant or Vested Former Participant would first become eligible for the payment of such benefits under this Plan, if earlier; and

11

(ii) the balance, if any, of the benefits to be offset shall be actuarially converted to a lump sum payment payable on the date which is sixty (60) days after the date described in Section 4.4(d)(i).

4.5 (a) A Participant may elect, on a form supplied by the Committee, to receive all, none, or a specified portion, as provided in Section 4.5(c), of his Retirement Benefit under the Plan in a lump sum and to receive any balance of such Retirement Benefit in the form of an annuity; provided, that any such Election shall be effective for purposes of this Plan only if the conditions of Section 4.5(b) are satisfied. A Participant may elect a payment form different than the payment form previously elected by him under this Section 4.5(a) by filing a revised election form; provided, that any such new Election shall be effective only if the conditions of Section 4.5(b) are satisfied with respect to such new Election. Any prior Election made by a Participant that has satisfied the conditions of Section 4.5(b) remains effective for purposes of the Plan until such Participant has made a new Election satisfying the conditions of Section 4.5(b). The amount of any portion of a Participant’s or a Vested Former Participant’s Retirement Benefit payable as a lump sum under this Section 4.5 will equal the present value of such portion of the Retirement Benefit, and such present value shall be determined (i) based on a discount rate equal to eighty-five percent (85%) of the average of the fifteen (15) year non-callable U.S. Treasury bond yields as of the close of business on the last business day of each of the three months immediately preceding the date the annuity value is determined and (ii) using the 1983 Group Annuity Mortality Table.

(b) A Participant’s Election under Section 4.5(a) becomes effective only if the following conditions are satisfied: (i) such Participant remains in the employment of the Corporation or an Affiliate, as the case may be, for the full twelve (12) calendar months immediately following the Election Date of such Election, except in case of death or disability of such Participant as provided in Section 4.5(d), and (ii) such Participant complies with the administrative procedures set forth by the Committee with respect to the making of the Election.

(c) A Participant making an election under Section 4.5(a) may specify the portion of his Retirement Benefit under the Plan to be received in a lump sum as follows: zero percent (0%), twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%).

(d) In the event a Participant who has made an Election pursuant to Section 4.5(a) dies or becomes totally and permanently disabled for purposes of the relevant Basic Disability Plan while employed by the Corporation or an Affiliate and such death or total and permanent disability occurs during the twelve (12) calendar month period, as described under Section 4.5(b)(i), immediately following the Election Date of such Election, the condition under Section 4.5(b)(i) shall be deemed satisfied with respect to such Participant.

4.6 (a) Any Participant (except the Chairman of the Board of Directors of the Corporation on December 21, 1994) who, as of December 31, 1994 (i) is age fifty-four (54) or older and (ii) has at least four (4) years of Credited Service, may elect, on a form supplied by the Committee, to receive all, none, or a specified portion, in the same percentages as described in Section 4.5(c), of his Retirement Benefit under the Plan in a lump sum and to receive any balance of such Retirement Benefit in the form of an annuity; provided, that any such Special

12

Election shall be effective for purposes of this Plan only if such Participant remains in employment with the Corporation or an Affiliate, as the case may be, for the one (1) calendar month immediately following the Election Date, except in the case of death or total and permanent disability as provided in Section 4.6(b), and complies with the administrative procedures set forth by the Committee for making such Special Election; and provided further, that the Election Date with respect to any such Special Election is not later than January 31, 1995. The amount of any portion of a Participant’s or a Vested Former Participant’s Retirement Benefit payable as a lump sum under this Section 4.6 will equal the present value of such portion of the Retirement Benefit, and such present value shall be determined (A) based on a discount rate equal to the average of eighty-five percent (85%) of the fifteen (15) year non-callable U.S. Treasury bond yields as of the close of business on the last business day of each of the three (3) months immediately preceding the date the annuity value is determined, and (B) using the 1993 Group Annuity Mortality Table.

(b) In the event a Participant who has made a Special Election pursuant to Section 4.6(a) dies or becomes totally and permanently disabled for purposes of the relevant Basic Disability Plan while employed by the Corporation or an Affiliate and such death or total and permanent disability occurs during the one (1) calendar month period, as described under Section 4.6(a) immediately following the Election Date of such Special Election, the condition under Section 4.6(a) requiring that such Participant remain employed with the Corporation or an Affiliate, as the case may be, for the one (1) calendar month period immediately following the Election Date of such Election shall be deemed satisfied.

4.7 Subject to Section 3.1, Section 3.3, Section 3.4 and the foregoing limitations of this Section 4, the Retirement Benefit of each Participant and Vested Former Participant under the Plan shall at all times be one hundred percent (100%) vested and nonforfeitable.

4.8 (a) Subject to Section 4.8(c), the Corporation shall indemnify each Participant, Vested Former Participant and Surviving Spouse who receives any portion of a Retirement Benefit or Surviving Spouse’s Benefit under this Plan in the form of an annuity for any interest and penalties that may be assessed by the U.S. Internal Revenue Service (the “IRS”) with respect to U.S. federal income tax on such benefits (payable under the Plan in the form of an annuity) upon final settlement or judgment with respect to any such assessment in favor of the IRS, provided the basis for the assessment is that the amendment of the Plan to provide for the Election or the Special Election causes the Participant, Vested Former Participant or Surviving Spouse, as the case may be, to be treated as being in constructive receipt of such benefits prior to the time when such benefits are actually payable under the Plan.

(b) In case any assessment shall be made against a Participant, Vested Former Participant or Surviving Spouse as described in Section 4.8(a), such Participant, Vested Former Participant or Surviving Spouse, as the case may be (the “indemnified party”), shall promptly notify the Corporation’s Treasurer in writing and the Corporation, upon request of such indemnified party, shall select and retain an accountant or legal counsel reasonably satisfactory to the indemnified party to represent the indemnified party in connection with such assessment and shall pay the fees and expenses of such an accountant or legal counsel related to such representation, and the Corporation shall have the right to determine how and when such

13

assessment by the IRS should be settled, litigated or appealed. In connection with any such assessment, any indemnified party shall have the right to retain his own accountant or legal counsel, but the fees and expenses of such accountant or legal counsel shall be at the expense of such indemnified party unless the Corporation and the indemnified party shall have mutually agreed to the retention of such accountant or legal counsel.

(c) The Corporation shall not be liable for any payments under this Section 4.8 with respect to any assessment described in Section 4.8(a) if a Participant, Vested Former Participant or Surviving Spouse against whom such assessment is made has not promptly notified or allowed the Corporation to participate with respect to such assessment in the manner described in Section 4.8(b) or, following demand by the Corporation, has not made the deposit to avoid additional interest or penalties as described in Section 4.8(d) or has agreed to, or otherwise settled with the IRS with respect to, such assessment without the Corporation’s written consent; provided, however, if (i) such assessment is settled with such consent or if there is a final judgment for the IRS, (ii) the Corporation has been notified and allowed to participate in the manner as provided in Section 4.8(b), and (iii) such Participant, Vested Former Participant or Surviving Spouse has made any required deposit to avoid additional interest or penalty as described in Section 4.8(d), the Corporation agrees to indemnify the indemnified party to the extent set forth in this Section 4.8.

(d) In the event a final settlement or judgment with respect to an assessment as described under Section 4.8 has been made against a Participant, Vested Former Participant or Surviving Spouse, such Participant, Vested Former Participant or Surviving Spouse may elect to receive a portion or all of his Retirement Benefit or Surviving Spouse’s Benefit that is otherwise payable as an annuity under the Plan in the form of a lump sum in accordance with procedures as the Committee may set forth, and such lump sum distribution will be made as soon as practicable after any such election. At the time such assessment is made against such Participant, Vested Former Participant or Surviving Spouse (the “assessed party”) and prior to any final settlement or judgment with respect to such assessment, if so directed by the Corporation, such assessed party shall, as a condition to receiving any indemnity under this Section 4.8, as soon as practicable after notification of such assessment make a deposit with the IRS to avoid any additional interest or penalties with respect to such assessment and, upon the request of such assessed party, the Corporation shall lend, or arrange for the lending to, such assessed party a portion of his remaining Retirement Benefit or Surviving Spouse’s Benefit under the Plan, not to exceed the lump sum value of such benefit under the Plan, determined using the actuarial assumptions set forth in Section 4.5(a), solely for purposes of providing the assessed party with funds to make a deposit with the IRS to avoid any additional interest or penalties with respect to such assessment.

Section 5.

Disability Benefits

5.1 The Disability Benefit provided by the Plan is designed to provide each Participant with a disability benefit from the Plan and certain other sources equal to his Disability Benefit as hereinafter specified. Thus, Disability Benefits described hereunder as payable to Participants will be offset by disability benefits payable from sources outside the Plan (other than benefits payable under the relevant Basic Disability Plan) as specified herein.

14

5.2 In the event that a Participant has become totally and permanently disabled for the purposes of the relevant Basic Disability Plan, an annual Disability Benefit shall be payable in monthly installments under this Plan during the same period as disability benefits are actually or deemed paid by the relevant Basic Disability Plan, in an amount equal to sixty percent (60%) of the Participant’s Basic Earnings. Such Disability Benefit shall be offset by the Participant’s Other Disability Income, if any. A Participant’s Disability Benefits shall also be offset by the Participant’s Basic Plan Benefit, if the Participant’s Basic Disability Plan Benefit does not already include such an offset.

Section 6.

Surviving Spouse’s Benefits

6.1 Upon the death of a Participant or Vested Former Participant, while employed by the Corporation or an Affiliate, who has completed at least ten (10) years of Credited Service with the Corporation or an Affiliate and has attained age fifty-five (55), his Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan had the Participant or Vested Former Participant retired from the Corporation or an Affiliate with the Corporation’s consent, on the date of his death.

6.2 Upon the death of a Participant or Vested Former Participant, while employed by the Corporation or an Affiliate, who has completed at least five (5) years of Credited Service with the Corporation or an Affiliate and has not attained age fifty-five (55), his Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan had the Participant or Vested Former Participant terminated employment with the Corporation or an Affiliate on the date of his death with the Corporation’s consent, and elected to have the payment of his Basic Plan Benefit commence at age fifty-five (55) in the form of a straight life annuity.

6.3 Upon the death of a Vested Former Participant while no longer employed by the Corporation or an Affiliate, who has not attained age fifty-five (55), his Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan to the Vested Former Participant at age fifty-five (55), taking into account whether the Corporation consented to the termination.

6.4 Upon the death of a Participant or Vested Former Participant, while employed by the Corporation or an Affiliate, who has completed at least five (5), but less than ten (10) years of Credited Service with the Corporation or an Affiliate and has attained age fifty-five (55), his Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan had the Participant or Vested Former Participant terminated employment with the Corporation or an Affiliate on the date of his death with the Corporation’s consent and his Basic Plan Benefit commenced immediately in the form of a straight life annuity.

15

6.5 Upon the death of a Vested Former Participant while he is receiving Retirement Benefits, his Surviving Spouse shall receive a Surviving Spouse’s Benefit equal to fifty percent (50%) of the Retirement Benefit the Vested Former Participant was receiving at the time of his death.

6.6 Except as provided in Section 6.8, the Surviving Spouse’s Benefit provided under Section 6.1, 6.4 and 6.5 will be payable monthly, will commence as of the first day of the month coincident with or next following the month in which the Participant or Vested Former Participant dies, and will continue until the first day of the month in which the Surviving Spouse dies.

6.7 Except as provided in Section 6.8, the Surviving Spouse’s Benefit provided under Section 6.2 and 6.3 will be payable monthly, will commence as of the first day of the month coincident with or next following the month in which the Participant or Vested Former Participant would have attained age fifty-five (55), and will continue until the first day of the month in which the Surviving Spouse dies.

6.8 (a) If a Participant or a Vested Former Participant while he was a Participant has made an Election under Section 4.5 or a Special Election under Section 4.6 and such Election or Special Election is effective on the date of such Participant’s or Vested Former Participant’s death, the Surviving Spouse’s Benefit payable to a Surviving Spouse of such Participant or Vested Former Participant will be payable in the form or combination of forms of payment so elected by such Participant or Vested Former Participant pursuant to such Election or Special Election. The amount of any lump sum payment under this Section 6.8 shall be the present value of the applicable portion of the Surviving Spouse’s Benefit payable under the Plan, and such present value shall be determined using the actuarial assumptions set forth in Section 4.5(a). Any lump sum distribution of a Surviving Spouse’s Benefit under the Plan shall fully satisfy all present and future Plan liability with respect to such Surviving Spouse for such portion or all of such Surviving Spouse’s Benefit so distributed.

(b) Notwithstanding any Election or Special Election made under Section 4.5 or 4.6, if the lump sum value, determined in the same manner as provided under Section 4.5(a), of a Surviving Spouse’s Benefit is Ten Thousand Dollars ($10,000) or less at the time such Surviving Spouse’s Benefit is payable under this Plan, such benefit shall be payable as a lump sum.

(c) Any portion of a Surviving Spouse’s Benefit provided under Section 6.1, 6.4 and 6.5 which is payable as an annuity shall be paid in the manner and at such time as set forth in Section 6.6, and any such benefit which is payable as a lump sum shall be paid sixty (60) days after the date when annuity payments commence, or would commence if any portion of such Surviving Spouse’s Benefit were payable as an annuity as set forth in Section 6.6.

16

(d) Any portion of a Surviving Spouse’s Benefit provided under Section 6.2 and 6.3 which is payable as an annuity shall be paid in the manner and at such time as set forth in Section 6.7, and any such benefit which is payable as a lump sum shall be paid sixty (60) days after the date when annuity payments commence, or would commence if any portion of such Surviving Spouse’s Benefit were payable as an annuity, as set forth in Section 6.7.

6.9 Notwithstanding the foregoing provisions of Section 6, the amount of a Surviving Spouse’s Benefit shall be reduced by one (1) percentage point for each year (including a half year or more as a full year) in excess of ten (10) that the age of the Participant or Vested Former Participant exceeds the age of the Surviving Spouse.

Section 7.

Committee

7.1 The Board and the Committee severally (and not jointly) shall be responsible for the administration of the Plan. The Committee shall consist of not less than three (3) nor more than seven (7) members, as may be appointed by the Board from time to time. Any member of the Committee may resign at will by notice to the Board or may be removed at any time (with or without cause) by the Board.

7.2 The members of the Committee may, from time to time, allocate responsibilities among themselves, and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion.

7.3 The Committee (and its delegees) shall have the exclusive authority to interpret the provisions of the Plan and construe all of its terms (including, without limitation, all disputed and uncertain terms), to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Committee shall be conclusive and binding upon all Participants, Former Participants, Vested Former Participants and Surviving Spouses. All deference permitted by law shall be given to such interpretations, determinations and actions.

7.4 Any action to be taken by the Committee shall be taken by a majority of its members, either at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one (1) Committee member and the secretary of the Committee shall be sufficient evidence to any person of any action taken pursuant to the Plan.

7.5 Any person, corporation or other entity may serve in more than one (1) fiduciary capacity under the Plan.

17

Section 8.

Miscellaneous

8.1 The Board may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part. However, no termination, suspension or amendment of the Plan may adversely affect a Participant’s or Vested Former Participant’s vested benefit under the Plan, or a retired Participant’s or Vested Former Participant’s right or the right of a Surviving Spouse to receive or to continue to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, suspension or amendment.

8.2 Nothing contained herein will confer upon any Participant, Former Participant or Vested Former Participant the right to be retained in the service of the Corporation or any Affiliate, nor will it interfere with the right of the Corporation or any Affiliate to discharge or otherwise deal with Participants, Former Participants or Vested Former Participants with respect to matters of employment without regard to the existence of the Plan.

8.3 Notwithstanding anything herein to the contrary, at any time following the termination of service of a Participant or Vested Former Participant, the Committee may authorize, under uniform rules applicable to all Participants, Vested Former Participants and Surviving Spouses under the Plan, a lump sum distribution of a Participant’s, Vested Former Participant’s and/or Surviving Spouse’s Retirement Benefit or Surviving Spouse’s Benefit under the Plan in an amount equal to the present value of such Retirement Benefit or Surviving Spouse’s Benefit, using the actuarial assumptions then in use for funding purposes under The Dun & Bradstreet Corporation Retirement Account, in full satisfaction of all present and future Plan liability with respect to such Participant, Vested Former Participant and/or Surviving Spouse, if the amount of such present value is less than Two Hundred Fifty Thousand Dollars ($250,000). Such lump sum distribution may be made without the consent of the Participant, Vested Former Participant or Surviving Spouse.

8.4 (a) Notwithstanding anything in this Plan to the contrary, if a Participant has less than five (5) years of Credited Service at the time of a Change in Control, and as a result of the Change in Control, and before he completes five (5) years of Credited Service, (i) the Plan is terminated, (ii) the Participant is removed from further participation in the Plan, or (iii) the Participant is terminated as a result of action initiated directly or indirectly by the Corporation or any Affiliate, such Participant shall be entitled to a Benefit of twenty percent (20%) of his Average Final Compensation and the Corporation will remain obligated to pay all benefits under the Plan.

(b) Notwithstanding anything in this Plan to the contrary, upon the occurrence of a Change in Control,

(i) no reduction shall be made in a Participant’s or Vested Former Participant’s Retirement Benefit, notwithstanding his termination of employment or Retirement prior to age sixty (60) without the Corporation’s consent;

18

(ii) the provisions of Section 3.3(i) and (ii) shall not apply to any Participant, Vested Former Participant or Surviving Spouse;

(iii) each Participant and Vested Former Participant already receiving a Retirement Benefit under the Plan shall receive a lump sum distribution of his unpaid Retirement Benefit and, if he is married, his Surviving Spouse’s Benefit under the Plan within thirty (30) days of the Change of Control in an amount equal to the present value of such Retirement Benefit and Surviving Spouse’s Benefit in full satisfaction of all present and future Plan liability with respect to such Participant, Vested Former Participant and Surviving Spouse, if any, and each Surviving Spouse already receiving a Surviving Spouse’s Benefit under the Plan shall receive a lump sum distribution of his unpaid Surviving Spouse’s Benefit at the same time in an amount equal to the present value of such Surviving Spouse’s Benefit in full satisfaction of Plan liability to such Surviving Spouse;

(iv) each Vested Former Participant who is not already receiving a Retirement Benefit under the Plan shall receive a lump sum distribution of his unpaid Retirement Benefit and, if he is married, his Surviving Spouse’s Benefit within thirty (30) days of the Change in Control in an amount equal to the present value of such Retirement Benefit and Surviving Spouse’s Benefit, and each Surviving Spouse of either a Vested Former Participant or a Participant with five (5) or more years of Credited Service who is not already receiving a Surviving Spouse’s Benefit under the Plan shall receive a lump sum distribution of his unpaid Surviving Spouse’s Benefit at the same time in amount equal to the present value of such Surviving Spouse’s Benefit;

(v) each Participant with less than five (5) years of Credited Service who is entitled to a benefit under Section 8.4(a) shall receive a lump sum distribution of the present value of such Retirement Benefit within thirty (30) days from the earlier of the date the Plan is terminated, the date he is removed from further participation in the Plan, or the date his employment with the Corporation is terminated, and of his Surviving Spouse’s Benefit based upon the amount of such Retirement Benefit if he is married on the applicable date; and

(vi) each Participant who is not included in (v) above and who is not already receiving a Retirement Benefit under the Plan shall receive

(A) within thirty (30) days of the later to occur of the date of such Change in Control or the date he completes five (5) years of Credited Service, a lump sum distribution of the present value of his accrued Retirement Benefit under the Plan as of the applicable date and, if he is married on such date, the present value of his Surviving Spouse’s Benefit, and

(B) within thirty (30) days from the earliest of the date of his Retirement or termination of employment with the Corporation, the date the Plan is terminated or the date he is removed from further participation in the Plan, a lump sum distribution of the present value of his additional

19

Retirement Benefit accrued after the applicable event in (A) computed as of the applicable date herein set forth in (B) and, if he is married on such applicable date, the present value of his surviving Spouse’s Benefit.

In determining the amount of the lump sum distributions to be paid under this Section 8.4, the following actuarial assumptions shall be used: (i) the interest rate used shall be the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1st of either the year of the occurrence of the Change in Control or the Participant’s retirement or termination of employment, whichever is applicable, (ii) the 1983 Group Annuity Mortality Table shall be used; and (iii) it shall be assumed that all Participants retired or terminated employment with the Corporation on the date of the occurrence of the Change in Control and with the Corporation’s consent for purposes of determining the amount of the lump sum distribution to be paid upon the occurrence of the Change in Control.

8.5 (a) The Plan is unfunded, and the Corporation will make Plan benefit payments solely on a current disbursement basis, provided, however, that the Corporation reserves the right to purchase insurance contracts, which may or may not be in the name of a Participant or Vested Former Participant, or establish one or more trusts to provide alternative sources of benefit payments under this Plan, provided, further, however, that upon the occurrence of a “Potential Change in Control” the appropriate officers of the Corporation are authorized to make such contributions to such trust or trusts as are necessary to fund the lump sum distributions to Plan Participants required pursuant to Section 8.4 of this Plan in the event of a Change in Control. In determining the amount of the necessary contribution to the trust or trusts in the event of a Potential Change in Control, the following actuarial assumptions shall be used:

(i) the interest rate used shall be the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1st of the year of the occurrence of the Potential Change in Control,

(ii) the 1983 Group Annuity Mortality Table shall be used; and

(iii) it shall be assumed that all Participants will retire or terminate employment with the Corporation as soon as practicable after the occurrence of the Potential Change in Control and with the Corporation’s consent.

The existence of any such insurance contracts, trust or trusts shall not relieve the Corporation of any liability to make benefit payments under this Plan, but to the extent any benefit payments are made from any such insurance contract in the name of the Corporation or any Affiliate or from any such trust, such payment shall be in satisfaction of and shall reduce the Corporation’s liabilities under this Plan. Further, in the event of the Corporation’s bankruptcy or insolvency, all benefits accrued under this Plan shall immediately become due and payable in a lump sum and all Participants, Vested Former Participants and Surviving Spouses shall be entitled to share in the Corporation’s assets in the same manner and to the same extent as general unsecured creditors of the Corporation.

20

(b) Members and Vested Former Members shall have the status of general unsecured creditors of the Corporation and this Plan constitutes a mere promise by the Corporation to make benefit payments at the time or times required hereunder. It is the intention of the Corporation that this Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended and any trust created by the Corporation in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

8.6 If any dispute arises under the Plan between the Corporation and a Participant, Former Participant, Vested Former Participant or Surviving Spouse (collectively or individually referred to as “Participant” in this Section 8.6) as to the amount or timing of any benefit payable under the Plan or as to the persons entitled thereto, such dispute shall be resolved by binding arbitration proceedings initiated by either party to the dispute in accordance with the rules of the American Arbitration Association and the results of such proceedings shall be conclusive on both parties and shall not be subject to judicial review. If the disputed benefits involve the benefits of a Participant who is no longer employed by the Corporation or any Affiliate, the Corporation shall pay or continue to pay the benefits claimed by the Participant until the results of the arbitration proceedings are determined unless such claim is patently without merit; provided, however, that if the results of the arbitration proceedings are adverse to the Participant, then in such event the recipient of the benefits shall be obligated to repay the excess benefits to the Corporation. The Corporation expressly acknowledges that the amounts payable under the Plan are necessary to the livelihood of Participants and their family members and that any refusal or neglect to pay benefits under the preceding sentence prior to the resolution of any dispute shall be prima facie evidence of bad faith on its part and will be conclusive grounds for an arbitration award resulting in an immediate lump sum payment to the Participant, of the Participant’s benefits under the Plan then due and payable to him, unless the arbitrator determines that the claim for the disputed benefits was without merit. The amount of such lump sum payment shall be equal to the then actuarial value of such benefits calculated by utilizing the actuarial assumptions then in use for funding purposes under The Dun & Bradstreet Corporation Retirement Account. In addition, in the event of any dispute covered by this Section 8.6 the Corporation agrees to pay the entire costs of any arbitration proceeding or legal proceeding brought hereunder, including the fees and expenses of counsel and pension experts engaged by a Participant and that such expenses shall be reimbursed promptly upon evidence that such expenses have been incurred without awaiting the outcome of the arbitration proceedings; provided, however, that such costs and expenses shall be repaid to the Corporation by the recipient of same if it is finally determined by the arbitrators that the position taken by such person was without merit.

8.7 To the maximum extent permitted by law, no benefit under the Plan shall be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

8.8 The Corporation may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

8.9 The Plan is established under and will be construed according to the laws of the State of New York.

21

8.10 Notwithstanding anything in this Plan to the contrary, in accordance with the terms of Article IV of the Employee Benefits Agreement dated as of October 28, 1996, among the Corporation, Cognizant Corporation (“Cognizant”) and ACNielsen Corporation (“ACNielsen”) (“Cognizant EBA”):

(a) Following the Effective Time (as such term is defined in the Cognizant EBA) of the reorganization of the Corporation’s businesses referred to therein, the Corporation shall retain liability for benefits under this Plan of ACNielsen Employees (as such term is defined in the Cognizant EBA) and Cognizant Employees (as such term is defined in the Cognizant EBA) who were participants in this Plan immediately prior to the Effective Time (the “Cognizant and ACNielsen SEBP Participants”) to the extent that, prior to the Effective Time, such benefits were accrued and to which such participants had earned vested rights hereunder;

(b) Solely with respect to determining the level of benefits payable under this Plan, Cognizant and ACNielsen shall have the authority to consent to the termination of employment prior to age sixty (60) of a Cognizant or ACNielsen SEBP Participant from the Cognizant Group (as such term is defined in the Cognizant EBA) or the ACNielsen Group (as such term is defined in the Cognizant EBA), as the case may be;

(c) Benefits under this Plan shall not become payable to a Cognizant or ACNielsen SEBP Participant until such participant terminates employment from the Cognizant Group or the ACNielsen Group (as the case may be);

(d) Employment of a Cognizant or ACNielsen SEBP Participant by a member of the Cognizant Group or the ACNielsen Group (as the case may be) after the Effective Time shall not be deemed a violation of the noncompetition clauses of Section 3.3 of this Plan; and

(e) Cognizant and ACNielsen SEBP Participants who participated in this Plan immediately prior to the Effective Time shall receive a distribution hereunder, based on their notional elective deferrals through the Effective Time, at the time distributions are otherwise made under the Plan.

8.11 Notwithstanding anything in this Plan to the Contrary, in accordance with the terms of Article IV of the Employee Benefits Agreement dated as of June 30, 1998, between the Corporation and The New Dun & Bradstreet Corporation (“RHD EBA”):

(a) Following the Effective Time (as such term is defined in the RHD EBA) of the reorganization of the Corporation’s businesses referred to therein, the Corporation shall retain liability for benefits under this Plan of those persons who, immediately after the Effective Time, are employed by R.H. Donnelly Inc. (“RHD”) or any member of the RHD Group (as such term is defined in the RHD EBA) who were participants in this Plan immediately prior to the Effective Time (the “RHD SEBP Participants”) to the extent that, prior to the Effective Time, such benefits were accrued and to which such participants had earned vested rights hereunder;

22

(b) Solely with respect to determining the level of benefits payable under this Plan, RHD shall have the authority to consent to the termination of employment prior to age sixty (60) of an RHD SEBP Participant from the RHD Group;

(c) Benefits under this Plan shall not become payable to an RHD SEBP Participant until such participant terminates employment from the RHD Group;

(d) Employment of an RHD SEBP Participant by the RHD Group after the Effective Time, shall not be deemed a violation of the noncompetition clauses of Section 3.3 of this Plan; and

(e) RHD SEBP Participants who participated in this Plan immediately prior to the Effective Time shall receive a distribution hereunder, based on their notional elective deferrals through the Effective Time, at the time distributions are otherwise made under the Plan.

8.12 Notwithstanding anything in this Plan to the contrary, in accordance with the terms of Article IV of the Employee Benefits Agreement dated as of September 30, 2000, among the Corporation and The New D&B Corporation (“Moody’s EBA”):

(a) Following the Effective Time (as such term is defined in the Moody’s EBA) of the reorganization of the Corporation’s businesses referred to therein, the Corporation shall retain liability for benefits under this Plan of those persons who, immediately after the Effective Time, are employed by Moody’s Corporation (“Moody’s”) or any member of the Moody’s Group (as such term is defined in the Moody’s EBA) who were participants in this Plan immediately prior to the Effective Time (the “Moody’s SEBP Participants”) to the extent that, prior to the Effective Time, such benefits were accrued and to which such participants had earned vested rights hereunder;

(b) Solely with respect to determining the level of benefits payable under this Plan, Moody’s shall have the authority to consent to the termination of employment prior to age sixty (60) of a Moody’s SEBP Participant from the Moody’s Group;

(c) Benefits under this Plan shall not become payable to a Moody’s SEBP Participant until such participant terminates employment from the Moody’s Group;

(d) Employment of a Moody’s SEBP Participant by the Moody’s Group after the Effective Time shall not be deemed a violation of the noncompetition clauses of Section 3.3 of this Plan; and

(e) Moody’s SEBP Participants who participated in this Plan immediately prior to the Effective Time shall receive a distribution hereunder, based on their notional elective deferrals through the Effective Time, at the time distributions are otherwise made under the Plan.

23

EX-10.3

Exhibit 10.3

EXECUTIVE RETIREMENT PLAN

OF

THE DUN & BRADSTREET CORPORATION

As Amended and Restated Effective July 1, 2007

PREAMBLE

The principal purpose of this Executive Retirement Plan of the Dun & Bradstreet Corporation (the “Plan”) is to ensure the payment of a competitive level of retirement income and disability benefits in order to attract, retain and motivate selected executives of the Corporation and its affiliated companies.

The Plan is intended to provide benefits that are similar to the benefits provided by the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation.

Section 1.

Definitions

1.1 “Affiliate” means any corporation, partnership, division or other organization controlling, controlled by or under common control with the Corporation or any joint venture entered into by the Corporation.

1.2 “Average Final Compensation” means the greater of (a) a Participant’s or Vested Former Participant’s average final compensation as defined in The Dun & Bradstreet Corporation Retirement Account (as in effect on December 31, 2006) as if no provision were set forth therein incorporating limitations imposed by Sections 401, 415 or any other applicable Section of the Code, or (b) if the Participant is disabled at the time of his or her Retirement, the Participant’s Earnings.

1.3 “Board” means the Board of Directors of The Dun & Bradstreet Corporation.

1.4 “Change in Control” means:

(a) any “Person”, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any company owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities;

(b) during any period of twenty-four (24) months (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (a), (c) or (d) of this Section; (ii) a director designated by any Person (including the Corporation) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control; or (iii) a director designated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Corporation representing ten percent (10%) or more of the combined voting power of the Corporation’s securities) whose election by the Board or nomination for election by the Corporation’s shareholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof;

(c) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and (ii) after which no Person holds twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Corporation or such surviving entity; or

(d) the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.

Notwithstanding the foregoing, no distribution hereunder shall be made upon a Change in Control unless such event satisfies the requirements of Code Section 409A, as then in effect.

1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.6 “Committee” means the Plan Benefit Committee, appointed by the Board.

1.7 “Corporation” means The Dun & Bradstreet Corporation, a Delaware corporation, and any successor or assigns thereto.

1.8 “Credited Service” means a Participant’s, Former Participant’s or Vested Former Participant’s Credited Service as defined in The Dun & Bradstreet Corporation Retirement Account (as in effect on December 31, 2006), except that Credited Service will include service while the Participant is receiving Disability Benefits and service from the date the Participant, Former Participant or Vested Former Participant was employed by the

2

Corporation or an Affiliate, but will not include service while an employee is a Former Participant or Vested Former Participant. In the case of an acquired business, however, the Participant’s, Former Participant’s or Vested Former Participant’s service with that business prior to the date of acquisition will not be counted unless such service is recognized for benefit accrual purposes under the relevant Retirement Account. Credited Service will not include service that is recognized for benefit accrual purposes under any separate non-qualified supplemental retirement plan that is designed and intended to provide supplemental benefits similar to those provided under the Plan (as distinct from a plan of the type described in Section 1.19(b)(i)). Notwithstanding the preceding sentence, Credited Service for an SEBP Participant shall include service that is recognized for benefit accrual purposes under the SEBP.

1.9 “Disability Benefit” means the benefit provided to certain Participants pursuant to Section 5 of the Plan.

1.10 “Earnings” means the total amount paid by the Corporation or any Affiliate to a Participant in the twelve (12) months immediately preceding the onset of the Participant’s disability, (a) including salary, wages, regular cash bonuses and commissions, lump sum payments in lieu of foregone merit increases, “bonus buyouts” as the result of job changes, and any portion of such amounts (i) voluntarily deferred or reduced by the Participant under any employee benefit plan of the Corporation or any Affiliate available to all levels of Employees of the Corporation and/or any Affiliate(s) on a non-discriminatory basis upon satisfaction of eligibility requirements or (ii) voluntarily deferred or reduced under any executive deferral plan of the Corporation or any Affiliate (so long as such amounts would otherwise not have been excluded had they not been deferred), but (b) excluding any pension, retainer, severance pay, special stay-on bonus payment, income derived from stock options, stock appreciation rights and restricted stock awards and dispositions of stock acquired thereunder, payment dependent upon any contingency after the period of Credited Service and other special remuneration (including performance units).

1.11 “Effective Date” means May 4, 2006.

1.12 “Election” means an election as to the form of benefit payment made pursuant to Section 4.5 of the Plan.

1.13 “Election Date” means the date that a properly completed election form with respect to an Election is received by the Corporation’s Compensation and Benefits Department.

1.14 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.15 “Former Participant” means an employee who has not completed five (5) or more years of Vesting Service at the time his or her employment with the Corporation or an Affiliate terminates or at the time he or she was removed from further participation in the Plan.

1.16 “Long-Term Disability Plan” means the long-term disability plan of the Corporation.

3

1.17 “Long-Term Disability Plan Benefit” means the amount of benefits actually payable to a Participant from the Long-Term Disability Plan.

1.18 “Other Disability Income” means (a) the disability insurance benefit that the Participant is entitled to receive under the Federal Social Security Act and (b) the disability income payable to a Participant from the following sources:

(i) any supplemental executive disability plan of any Affiliate; and

(ii) any other contract, agreement or other arrangement with the Corporation or an Affiliate (excluding the Long-Term Disability Plan) to the extent it provides disability benefits.

1.19 “Other Retirement Income” means (a) (i) the Social Security retirement benefit that the Participant or Vested Former Participant is entitled to receive under the Federal Social Security Act as of the date of his or her Retirement or (ii) if the Participant or Vested Former Participant is not eligible to receive a Social Security retirement benefit commencing on such date, the Social Security retirement benefit he or she is entitled to receive at the earliest age he or she is eligible to receive such a benefit, discounted to the date his or her Benefit under the Plan actually commences, using the actuarial assumptions then in use under the relevant Retirement Account, assuming for purposes of (i) and (ii) above that for years prior to the Participant’s employment with the Corporation or an Affiliate and for years following the Participant’s termination of employment with the Corporation or an Affiliate until the Participant attains age sixty-two (62), the Participant earned compensation so as to accrue the maximum Social Security benefits, and (b) the retirement income payable to a Participant or Vested Former Participant from the following sources:

(i) the Pension Benefit Equalization Plan of Dun & Bradstreet Corporation or any other retirement benefits equalization plan of the Corporation or an Affiliate or any former Affiliate, the purpose of which is to provide the Participant or Vested Former Participant with the benefits he or she is precluded from receiving under any relevant Retirement Account as a result of limitations under the Internal Revenue Code; and

(ii) any supplemental executive retirement plan of any Affiliate; and

(iii) any other contract, agreement or other arrangement with the Corporation or an Affiliate or any former Affiliate (excluding any Retirement Account and any defined contribution plan) to the extent it provides retirement or pension benefits labeled as such therein.

For purposes of clarity, Other Retirement Income does not include any retirement benefits earned under any defined contribution plan intended to meet the requirements of Code Section 401(a) or any retirement benefits equalization plan or supplemental executive retirement plan (or portion of either such plan) of the Corporation, the purpose of which is to provide benefits to the Participant or Vested Former Participant with respect to amounts that he or she is precluded from receiving under any such defined contribution plan as a result of limitations under the Internal Revenue Code.

4

1.20 “Participant” means an employee of the Corporation or an Affiliate who becomes a participant in the Plan pursuant to Section 2 and has not been removed pursuant to Section 2.2.

1.21 “Plan” means this Executive Retirement Plan of The Dun & Bradstreet Corporation, as amended from time to time.

1.22 “Retirement” means, after a Participant or Vested Former Participant has completed least five (5) years of Vesting Service, (a) the later of the Participant’s or Vested Former Participant’s attainment of age fifty-five (55) or termination of employment, other than at death, with the Corporation or an Affiliate or (b) termination of the Participant’s or Vested Former Participant’s employment with the Corporation or an Affiliate immediately following the cessation of the payment of Disability Benefits under the Plan to such Participant or Vested Former Participant while he or she is still disabled, as such term is defined under the Long-Term Disability Plan. Transfer of employment between the Corporation and an Affiliate, or between two Affiliates, shall not be treated as Retirement or other termination of employment, except to the extent required by Code Section 409A.

1.23 “Retirement Account” means, as to any Participant or Vested Former Participant, any defined benefit pension plan of the Corporation or an Affiliate (as in effect on December 31, 2006), which is intended to meet the requirements of Section 401(a) of the Code and pursuant to which retirement benefits are payable to such Participant or Vested Former Participant or to the Surviving Spouse or designated beneficiary of a deceased Participant or Vested Former Participant.

1.24 “Retirement Account Benefit” means the amount of benefits payable from the Retirement Account to a Participant or Vested Former Participant.

1.25 “Retirement Benefit” means the benefits provided to Participants and Vested Former Participants pursuant to Sections 4 and 8 of the Plan.

1.26 “Specified Key Employee” means a Participant or Vested Former Participant who, at the time of his or her distribution, is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified as of the 12-month period ending on each December 31 (the “Identification Date”), and will be considered Specified Key Employees for the 12-month period beginning on April 1 of the year following the Identification Date and ending on the following March 31.

1.27 “Surviving Spouse” means the spouse of a deceased Participant or Vested Former Participant to whom such Participant or Vested Former Participant is legally married immediately preceding such Participant or Vested Former Participant’s death.

1.28 “Surviving Spouse’s Benefits” mean the benefits provided to a Participant’s or Vested Former Participant’s Surviving Spouse pursuant to Section 6 of the Plan.

1.29 “Vested Former Participant” means a former Participant who completed five (5) or more years of Vesting Service while he or she was a Participant.

5

1.30 “Vesting Service” means Credited Service completed while an employee is a Participant in the Plan.

1.31 The masculine gender, where appearing in the Plan, will be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.

Section 2.

Eligibility and Participation

2.1 All key management employees of the Corporation and its Affiliates who are responsible for the management, growth or protection of the business of the Corporation and its Affiliates, who are on the Global Leadership Team (as designated in writing from time to time by the Chief Executive Officer or the Senior Human Resources Executive of the Corporation) or who are designated by the Chief Executive Officer of the Corporation in writing are eligible for participation in the Plan as of the effective date of such designation. All such employees who participate in the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation (the “SEBP”) and who are actively employed by the Corporation or an Affiliate as of July 1, 2007 (“SEBP Participants”) are eligible for participation in the Plan as of July 1, 2007. SEBP Participants are intended to receive the greater of, not both of, the benefit provided by the SEBP and the benefit provided by the Plan.

2.2 A Participant’s participation in the Plan shall terminate upon termination of his or her employment with the Corporation or an Affiliate. A Participant’s participation in the Plan shall terminate prior to such termination of employment if he or she is given prior written notice of removal from participation in the Plan by the Chief Executive Officer of the Corporation. As of the date a Participant ceases further participation in the Plan, no further benefits shall accrue to such individual under the Plan and he or she will cease earning Vesting Service and/or Credited Service for purposes of the Plan.

Section 3.

Eligibility For Benefits

3.1 Each Participant or Vested Former Participant is eligible for a Retirement Benefit under this Plan, as described in Section 4, upon Retirement, or upon termination of employment with the Corporation or an Affiliate before Retirement after completing five (5) or more years of Vesting Service. Participants who do not complete five (5) or more years of Vesting Service are eligible, in certain circumstances, for a Retirement Benefit under this Plan, as described in Section 8, after a Change in Control.

3.2 Each Participant is eligible for a monthly Disability Benefit under this Plan, as described in Section 5, upon the commencement of benefits under the Long-Term Disability Plan, except as limited by Section 5.3.

3.3 The Surviving Spouse of each Participant or Vested Former Participant who has completed at least five (5) years of Vesting Service is eligible for a Surviving Spouse’s Benefit under this Plan, to the extent provided in Section 6, upon the death of the Participant or Vested Former Participant.

6

3.4 Notwithstanding any other provision of the Plan to the contrary, no benefits or no further benefits, as the case may be, shall be paid to a Participant, Vested Former Participant or Surviving Spouse if the Committee reasonably determines that such Participant or Vested Former Participant or the deceased spouse of such Surviving Spouse has:

(a) to the detriment of the Corporation or any Affiliate, directly or indirectly acquired, without the prior written consent of the Committee, an interest in any other company, firm, association, or organization (other than an investment interest of less than one percent (1%) in any company), the business of which is in direct competition with any business of the Corporation or an Affiliate, within two (2) years of the date of such Participant’s or Vested Former Participant’s termination of employment with the Corporation or any Affiliate;

(b) to the detriment of the Corporation or any Affiliate, directly or indirectly competed with the Corporation or any Affiliate as an owner, employee, partner, director or contractor of a business, in a field of business activity in which the Participant or Vested Former Participant has been primarily engaged on behalf of the Corporation or any Affiliate or in which he or she has considerable knowledge as a result of his or her employment by the Corporation or any Affiliate, either for his or her own benefit or with any person other than the Corporation or any Affiliate, without the prior written consent of the Committee, within two (2) years of the date of such Participant’s or Vested Former Participant’s termination of employment with the Corporation or an Affiliate; or

(c) been discharged from employment with the Corporation or any Affiliate for “Cause.” “Cause” shall include the occurrence of any of the following events or such other dishonest or disloyal act or omission as the Committee reasonably determines to be “Cause”:

(i) the Participant or Vested Former Participant has misappropriated any funds or property of the Corporation or any Affiliate or committed any other act of willful malfeasance or willful misconduct in connection with his or her employment;

(ii) the Participant or Vested Former Participant has, without the prior knowledge or written consent of the Committee, obtained personal profit as a result of any transaction by a third party with the Corporation or any Affiliate;

(iii) the Participant or Vested Former Participant has sold or otherwise imparted to any person, firm, or corporation the names of the customers of the Corporation or any Affiliate or any confidential records, data, formulae, specifications and other trade secrets or other information of value to the Corporation or any Affiliate derived by his or her association with the Corporation or any Affiliate;

(iv) the Participant or Vested Former Participant fails, on a continuing basis, to perform such duties as are requested by any employee to whom the Participant or Vested Former Participant reports or the Board; or

7

(v) the Participant or Vested Former Participant commits any felony or any misdemeanor involving moral turpitude.

In any case described in this Section 3.4, the Participant, Vested Former Participant or Surviving Spouse shall be given prior written notice that no benefits or no further benefits, as the case may be, will be paid to such Participant, Vested Former Participant or Surviving Spouse. Such written notice shall specify the particular act(s), or failures to act, on the basis of which the decision to terminate benefits has been made.

3.5 (a) Notwithstanding any other provision of the Plan to the contrary, a Participant or Vested Former Participant who receives any portion of his or her Retirement Benefit in a lump sum pursuant to an Election shall receive such lump sum portion of his or her Retirement Benefit subject to the condition that if such Participant or Vested Former Participant engages in any of the acts described in clause (i) or (ii) or (iii) of Section 3.4(c), then such Participant or Vested Former Participant shall, within sixty (60) days after written notice by the Corporation, repay to the Corporation the amount described in Section 3.5(b).

(b) The amount described under this Section 3.5(b) shall equal the difference, as determined by the Committee, between (i) the lump sum amount paid to the Participant or Vested Former Participant and (ii) present value of the total annuity payments that would have been paid to the Participant or Vested Former Participant as of the date of the Corporation’s written notice described in Section 3.5(a) with respect to such lump sum amount, if that portion of his or her Retirement Benefit had instead been paid in the form of an annuity. For this purpose, the value of the hypothetical annuity described in (ii) shall be calculated in the same manner as the lump sum described in (i) was calculated at the time it was paid.

3.6 Notwithstanding any provision of the Plan to the contrary, each SEBP Participant or Surviving Spouse of an SEBP Participant will be eligible for a benefit under Section 4, 5, or 6, as appropriate, of the Plan only to the extent such benefit exceeds any benefit provided under the SEBP to such SEBP Participant or Surviving Spouse. In addition, if an SEBP Participant or Surviving Spouse of an SEBP Participant receives a benefit under the Plan, he or she will be deemed to have waived all rights and claims with respect to any benefit under the SEBP.

Section 4.

Amount and Payment of Retirement Benefits

4.1 The Retirement Benefit provided by the Plan is designed to provide each Participant and Vested Former Participant with an annual pension from the Plan and certain other sources equal to his or her Retirement Benefit as hereinafter specified. Thus, the Retirement Benefits described hereunder as payable to Participants and Vested Former Participants will be offset by retirement benefits payable from sources outside the Plan as specified herein.

4.2 (a) The Retirement Benefit of a Participant or Vested Former Participant shall be an annual benefit equal to four percent (4%) of his or her Average Final Compensation for each year of Credited Service, up to a maximum of ten (10) years of Credited Service, as (i)

8

reduced under Section 4.3, if applicable, and (ii) offset by his or her Other Retirement Income and his or her Retirement Account Benefit. For a partial year of Credited Service, a pro rata portion calculated by crediting a full month for each completed and partial month of Credited Service, of four percent (4%) of the Participant’s or Vested Former Participant’s Average Final Compensation is included in the annual benefit.

(b) Any portion of the Retirement Benefit provided under this Section 4.2 payable in the form of an annuity pursuant to Section 4.4 shall be payable in monthly installments and will commence on the first day of the calendar month coinciding with or next following the day of the Participant’s or Vested Former Participant’s Retirement, and any portion of such Retirement Benefit payable in a lump sum pursuant to Section 4.4 shall be paid on the date that is sixty (60) days after the date when annuity payments under this Section 4.2 commence, or would commence if any portion of the Retirement Benefit were payable in the form of an annuity, or as soon as practicable thereafter. Notwithstanding the foregoing, in the case of any Participant or Vested Former Participant who is a Specified Key Employee, no amount will be paid to him or her under the Plan upon Retirement prior to the date that is six (6) months after the date of separation from service with the Corporation or an Affiliate, except as permitted under Code Section 409A.

(c) If the Retirement Benefit under this Plan is payable to a Participant or Vested Former Participant in a different form and/or at a different time than his or her Other Retirement Income or his or her Retirement Account Benefit, the offset provided in this Plan shall be calculated by converting the amount of such Participant’s or Vested Former Participant’s Other Retirement Income and Retirement Account Benefit to a straight life annuity at the Participant’s or Vested Former Participant’s age at which the Retirement Benefit is payable, using actuarial assumptions that are used for purposes of determining the actuarial equivalent of an amount under the Retirement Account.

4.3 If a Participant or Vested Former Participant terminates employment with the Corporation or an Affiliate prior to attaining age fifty-five (55), his or her Retirement Benefit, prior to the application of the offsets as described in Section 4.2(a)(ii), will be reduced by fifteen percent (15%). Provided, however, that the reduction in the preceding sentence will be applied to the Retirement Benefit of any SEBP Participant who has attained age fifty (50) on or before July 1, 2007, regardless of his or her age upon termination of employment with the Corporation or an Affiliate.

4.4 (a) Except as provided under Section 4.4(b) or Section 4.4(c), a Retirement Benefit under this Plan shall be payable to a Participant or Vested Former Participant in the form of a straight life annuity if the Participant or Vested Former Participant is unmarried upon commencement of payment and in the form of a joint and 50% survivor annuity if the Participant or Vested Former Participant is legally married upon commencement of payment, without regard to any optional form of benefits elected under the Retirement Account.

(b) If a Participant or a Vested Former Participant makes an Election pursuant to Section 4.5, a Retirement Benefit under this Plan shall be payable to such Participant or such Vested Former Participant in the form or combination of forms of payment elected pursuant to such Election, and without regard to any optional form of benefit elected under the

9

Retirement Account. Any lump sum distribution of a Participant’s or Vested Former Participant’s Retirement Benefit under the Plan shall fully satisfy all present and future Plan liability with respect to such Participant or Vested Former Participant and any Surviving Spouse for such portion or all of such Retirement Benefit so distributed.

4.5 (a) A Participant may elect, on a form supplied by the Committee, to receive all, none, or a specified portion, as provided in Section 4.5(c), of his or her Retirement Benefit under the Plan in a lump sum and to receive any balance of such Retirement Benefit in the form of an annuity; provided, that any such Election shall be effective for purposes of this Plan only if the conditions of Section 4.5(b) are satisfied. A Participant may elect a payment form different than the payment form previously elected by him under this Section 4.5(a) by filing a revised election form; provided, that any such new Election shall be effective only if the conditions of Section 4.5(b) are satisfied with respect to such new Election. Any prior Election made by a Participant that has satisfied the conditions of Section 4.5(b) remains effective for purposes of the Plan until such Participant has made a new Election satisfying the conditions of Section 4.5(b). The amount of any portion of a Participant’s or a Vested Former Participant’s Retirement Benefit payable as a lump sum under this Section 4.5 will equal the present value of such portion of the Retirement Benefit, and such present value shall be determined (i) based on a discount rate equal to eighty-five percent (85%) of the average of the fifteen (15) year non-callable U.S. Treasury bond yields as of the close of business on the last business day of each of the three months immediately preceding the date the annuity value is determined and (ii) using the mortality table used for purposes of valuing amounts under the Retirement Account.

(b) A Participant’s Election under Section 4.5(a) may be made prior to the later of the date he or she becomes eligible to participate in the Plan or January 1, 2007, or such later date as permitted by guidance issued by the Internal Revenue Service without being treated as a change in the time or form of payment under Code Section 409A(a)(4)(C). A Participant’s Election under Section 4.5(a) made later than permitted under the preceding sentence becomes effective only if the following conditions are satisfied: (i) such Participant does not reach Retirement prior to a date that is at least twelve (12) full calendar months after the Election Date of such Election, (ii) except as provided in Section 4.5(d), the Election delays payment of the Retirement Benefit for a period of at least five (5) years from the date the payment would otherwise have been made, and (iii) such Participant submits the form provided by the Corporation to the Compensation and Benefits Department.

(c) A Participant making an election under Section 4.5(a) may specify the portion of his or her Retirement Benefit under the Plan to be received in a lump sum as follows: zero percent (0%), twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%). The remainder of the Retirement Benefit, if any, shall be paid in the form of a straight life annuity if the Participant is unmarried upon commencement of payment and in the form of a joint and 50% survivor annuity if the Participant is legally married upon commencement of payment, without regard to any optional form of benefits elected under the Retirement Account.

(d) In the event a Participant who has made an Election pursuant to Section 4.5(a) dies or becomes disabled, within the meaning of Code Section 409A(a)(2)(C), while employed by the Corporation or an Affiliate, Section 4.5(b)(ii) shall not apply and the Election will not be treated as delaying payment of any benefits under this Plan for a period of five (5) years from the date the payment would otherwise have been made.

10

Section 5.

Disability Benefits

5.1 In the event that a Participant terminates employment with the Corporation or an Affiliate by reason of total and permanent disability, as defined in the Long-Term Disability Plan, a Disability Benefit shall be payable to such Participant under the Plan, except as limited by Section 5.3. The Disability Benefit is designed to supplement each eligible Participant’s disability benefits payable from other sources, and is therefore offset as described in Section 5.2.

5.2 The Disability Benefit shall be payable in monthly installments during the same period that the Long-Term Disability Plan Benefit is payable. The amount of each Disability Benefit installment shall be equal to one-twelfth of the following: sixty percent (60%) of the Participant’s Earnings, less the Participant’s annualized Long-Term Disability Plan Benefit, less the Participant’s annualized Other Disability Income, if any. A Participant’s Disability Benefit shall also be offset by the amount, if any, the Participant receives, concurrent with the Disability Benefit, from his or her Retirement Account Benefit and/or the Pension Benefit Equalization Plan of Dun & Bradstreet Corporation.

5.3 Notwithstanding the above, in no event shall any Participant receive a Disability Benefit if he or she was not enrolled for the maximum disability insurance coverage available under the Long-Term Disability Plan at the time of disability, or if he or she has not maintained such coverage through the time of termination of employment, unless the Participant was not then eligible for coverage under the Long-Term Disability Plan.

Section 6.

Surviving Spouse’s Benefits

6.1 Upon the death of a Participant or Vested Former Participant for whom payment of the Retirement Benefit has commenced in the form of a joint and 50% survivor annuity, the only death benefit provided by the Plan shall be the survivor portion of such annuity. No death benefit shall be provided by the Plan upon the death of a Participant or Vested Former Participant for whom payment of the Retirement Benefit commenced in any other form prior to death.

6.2 Upon the death of a Participant or Vested Former Participant who has completed at least five (5) years of Vesting Service with the Corporation or an Affiliate and has attained age fifty-five (55), his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan had the Participant or Vested Former Participant commenced payment of the Retirement Benefit on the date of his or her death. Except as provided in Section 6.4, payment of the Surviving Spouse Benefit will be made in a straight life annuity based on the life of the Surviving Spouse and will commence as of the first day of the month following the death of the Participant or Vested Former Participant.

11

6.3 Upon the death of a Participant or Vested Former Participant who has completed at least five (5) years of Vesting Service with the Corporation or an Affiliate and has not attained age fifty-five (55), his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan had the Participant or Vested Former Participant terminated employment with the Corporation or an Affiliate on the date of his or her death and elected to have the payment of such benefit commence at age fifty-five (55). Except as provided in Section 6.4, payment of the Surviving Spouse Benefit will be made in a straight life annuity based on the life of the Surviving Spouse and will commence as of the first day of the month coincident with or next following the month in which the Participant or Vested Former Participant would have attained age fifty-five (55).

6.4 (a) If a Participant or a Vested Former Participant, while he or she was a Participant, has made an Election under Section 4.5 and such Election is effective on the date of such Participant’s or Vested Former Participant’s death, the Surviving Spouse’s Benefit payable to a Surviving Spouse of such Participant or Vested Former Participant will be payable in the form or combination of forms of payment so elected by such Participant or Vested Former Participant pursuant to such Election. The amount of any lump sum payment under this Section 6.4 shall be the present value of the applicable portion of the Surviving Spouse’s Benefit payable under the Plan, as defined in this Section 6, and such present value shall be determined using the actuarial assumptions set forth in Section 4.5(a). Any lump sum distribution of a Surviving Spouse’s Benefit under the Plan shall fully satisfy all present and future Plan liability with respect to such Surviving Spouse for such portion or all of such Surviving Spouse’s Benefit so distributed.

(b) Any portion of a Surviving Spouse’s Benefit provided under Section 6.2 or 6.3, which is payable as an annuity shall be paid in the manner and at such time as set forth in Section 6.2 or 6.3, as applicable, and any such benefit which is payable as a lump sum shall be paid sixty (60) days after the date when annuity payments commence, or would commence if any portion of such Surviving Spouse’s Benefit were payable as an annuity as set forth in Section 6.2 or 6.3, as applicable.

6.5 Notwithstanding the foregoing provisions of Section 6, the amount of a Surviving Spouse’s Benefit shall be reduced by one (1) percentage point for each year (including a half year or more as a full year) in excess of ten (10) that the age of the Participant or Vested Former Participant exceeds the age of the Surviving Spouse.

Section 7.

Committee

7.1 The Board and the Committee severally (and not jointly) shall be responsible for the administration of the Plan. Any member of the Committee may resign at will by notice to the Board or may be removed at any time (with or without cause) by the Board.

12

7.2 The members of the Committee may, from time to time, allocate responsibilities among themselves, and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion.

7.3 The Committee (and its delegees) shall have the exclusive authority to interpret the provisions of the Plan and construe all of its terms (including, without limitation, all disputed and uncertain terms), to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Committee shall be conclusive and binding upon all Participants, Former Participants, Vested Former Participants and Surviving Spouses. All deference permitted by law shall be given to such interpretations, determinations and actions.

7.4 Any action to be taken by the Committee shall be taken by a majority of its members, either at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one (1) Committee member and the secretary of the Committee shall be sufficient evidence to any person of any action taken pursuant to the Plan.

7.5 Any person, corporation or other entity may serve in more than one (1) fiduciary capacity under the Plan.

Section 8.

Miscellaneous

8.1 The Committee may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part, to the fullest extent permitted under Code Section 409A. The Committee may delegate its authority to amend the Plan at any time, in its sole discretion. The Chief Executive Officer of the Corporation shall have the authority to amend Section 2.1 of the Plan to add restrictions on eligibility for participation in the Plan and to remove restrictions previously added to Section 2.1 pursuant to the authority granted in this sentence. Notwithstanding the foregoing, no termination, suspension or amendment of the Plan may adversely affect a Participant’s or Vested Former Participant’s vested benefit under the Plan, or a retired Participant’s or Vested Former Participant’s right or the right of a Surviving Spouse to receive or to continue to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, suspension or amendment. The preceding sentence shall not restrict in any way the Committee’s discretion to amend or delete Section 8.3 of the Plan at any time prior to a Change in Control.

8.2 Nothing contained herein will confer upon any Participant, Former Participant or Vested Former Participant the right to be retained in the service of the Corporation or any Affiliate, nor will it interfere with the right of the Corporation or any Affiliate to discharge or otherwise deal with Participants, Former Participants or Vested Former Participants with respect to matters of employment without regard to the existence of the Plan.

13

8.3 (a) Notwithstanding anything in this Plan to the contrary, if a Participant has less than five (5) years of Vesting Service at the time of a Change in Control, and as a result of the Change in Control, and before he or she completes five (5) years of Vesting Service, (i) the Plan is terminated, (ii) the Participant is removed from further participation in the Plan, or (iii) the Participant’s employment with the Corporation or an Affiliate is terminated as a result of action initiated directly or indirectly by the Corporation or an Affiliate, such Participant shall be entitled to a Retirement Benefit equal to twenty percent (20%) of his or her Average Final Compensation, or, if that amount cannot be determined, the amount that would be the Participant’s Average Final Compensation if he or she terminated employment with the Corporation or an Affiliate on the date he or she becomes eligible for a Retirement Benefit under this Section 8.3(a), and the Corporation will remain obligated to pay all benefits under the Plan.

(b) Notwithstanding anything in this Plan to the contrary, upon the occurrence of a Change in Control,

(i) no reduction under Section 4.3 shall be made in a Participant’s or Vested Former Participant’s Retirement Benefit, notwithstanding his or her termination of employment or Retirement prior to age sixty (60) following such Change in Control;

(ii) the provisions of Section 3.4(a) and (b) shall not apply to any Participant, Vested Former Participant or Surviving Spouse;

(iii) each Participant with less than five (5) years of Vesting Service who is entitled to a Retirement Benefit under Section 8.3(a) shall receive a lump sum distribution of the present value of such Retirement Benefit within thirty (30) days from the earlier of the first date that a distribution to the Participant is permissible under Code Section 409A as a result of termination of the Plan, or the date his or her employment with the Corporation or an Affiliate is terminated; and

(iv) each Participant who is not included in (iii) above and who is not already receiving a Retirement Benefit under the Plan shall receive

(A) within thirty (30) days of the date of such Change in Control, a lump sum distribution of the present value of his or her accrued Retirement Benefit under the Plan as of the applicable date, and

(B) within thirty (30) days from the earlier of the first date that a distribution to the Participant is permissible under Code Section 409A as a result of termination of the Plan, or the date his or her employment with the Corporation or an Affiliate is terminated, a lump sum distribution of the present value of his or her additional Retirement Benefit accrued after the applicable event in (A) computed as of the applicable date herein set forth in (B).

In determining the amount of the lump sum distributions to be paid under this Section 8.3, the actuarial assumptions described in Section 4.5(a) shall be used.

14

8.4 Participants and Vested Former Participants shall have the status of general unsecured creditors of the Corporation and this Plan constitutes a mere promise by the Corporation to make benefit payments at the time or times required hereunder. It is the intention of the Corporation that this Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended and any trust created by the Corporation in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

8.5 To the maximum extent permitted by law, no benefit under the Plan shall be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

8.6 The Corporation may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations under any applicable federal, state, local or foreign law or regulation. In addition, the Corporation may withhold from any wages or other compensation payable to a Participant or Vested Former Participant an amount sufficient to satisfy its tax withholding obligations, including but not limited to its obligations under the Federal Insurance Contributions Act, with respect to benefits accrued under the Plan prior to the date such benefits are paid.

8.7 The Plan is established under and will be construed according to the laws of the State of New Jersey, without regard to principles of conflicts of law, to the extent such laws are not preempted by ERISA. By claiming a right to benefits under the Plan, any Participant, Vested Former Participant, Surviving Spouse or beneficiary of such person agrees to submit to the exclusive jurisdiction and venue of any state or federal court in New Jersey to resolve disputes arising hereunder.

8.8 For tax purposes and for purposes of Title I of ERISA, the Plan is intended to qualify as an unfunded “top-hat” plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly-compensated employees and shall be interpreted accordingly.

8.9 Notwithstanding any other provision herein, the Plan is intended to comply with Code Section 409A and shall at all times be interpreted and administered in accordance with such intent. To the extent that any provision of the Plan violates Code Section 409A, such provision shall be automatically reformed, if possible, to comply with Code Section 409A or stricken from the Plan.

15

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Steven W. Alesio, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Steven W. Alesio
	Steven W. Alesio
	Chairman and Chief Executive Officer

Date: May 4, 2007

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Anastasios G. Konidaris, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Anastasios G. Konidaris
	Anastasios G. Konidaris
	Senior Vice President and Chief Financial Officer

Date: May 4, 2007

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation (the “Company”) for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven W. Alesio, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Steven W. Alesio
	Steven W. Alesio
	Chairman and Chief Executive Officer

May 4, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Dun & Bradstreet Corporation and will be retained by The Dun & Bradstreet Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation (the “Company”) for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anastasios G. Konidaris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Anastasios G. Konidaris
	Anastasios G. Konidaris
	Senior Vice President and Chief Financial Officer

May 4, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Dun & Bradstreet Corporation and will be retained by The Dun & Bradstreet Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.