10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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

Large accelerated filer  x         Accelerated filer  ¨         Non-accelerated filer  ¨         Smaller reporting company  ¨

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

Act).    Yes  ¨     No  x

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 April 30, 2010
Common Stock, par value $0.01 per share	50,389,319

THE DUN & BRADSTREET CORPORATION

INDEX TO FORM 10-Q

		Page
	PART I. FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (Unaudited)	3
	Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (Unaudited)	5
	Consolidated Statements of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2010 and 2009 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 1a.	Risk Factors	27
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	50
	PART II. OTHER INFORMATION	51
Item 1.	Legal Proceedings	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6.	Exhibits	52
	SIGNATURES

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The Dun & Bradstreet Corporation

Consolidated Statements of Operations (Unaudited)

	Three Months Ended March  31,
	2010			2009
	(Amounts in millions, except per share data)
Revenue	$	397.2		$	407.4
Operating Expenses		132.3			116.9
Selling and Administrative Expenses		151.8			158.8
Depreciation and Amortization		15.2			15.7
Restructuring Charge		4.6			1.3
Operating Costs		303.9			292.7
Operating Income		93.3			114.7
Interest Income		0.5			1.1
Interest Expense		(11.5	)		(11.4	)
Other Income (Expense) - Net		0.8			1.3
Non-Operating Income (Expense) - Net		(10.2	)		(9.0	)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates		83.1			105.7
Provision for Income Taxes		37.3			1.6
Equity in Net Income of Affiliates		0.0			0.3
Net Income		45.8			104.4
Less: Net (Income) Loss Attributable to the Noncontrolling Interest		1.2			(0.2	)
Net Income Attributable to D&B	$	47.0		$	104.2
Basic Earnings Per Share of Common Stock
Attributable to D&B Common Shareholders	$	0.93		$	1.95
Diluted Earnings Per Share of Common Stock
Attributable to D&B Common Shareholders	$	0.92		$	1.93
Weighted Average Number of Shares Outstanding - Basic		50.4			53.0
Weighted Average Number of Shares Outstanding - Diluted		50.9			53.7
Cash Dividend Paid Per Common Share	$	0.35		$	0.34
Comprehensive Income Attributable to D&B	$	20.7		$	99.8

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

3

The Dun & Bradstreet Corporation

Consolidated Balance Sheets (Unaudited)

	March 31, 2010			December 31, 2009
	(Amounts in millions, except per share data)
ASSETS
Current Assets
Cash and Cash Equivalents	$	218.7		$	222.9
Accounts Receivable, Net of Allowance of $15.5 at March 31, 2010 and $15.5 at December 31, 2009		435.8			464.1
Other Receivables		9.4			8.0
Prepaid Taxes		4.4			3.1
Deferred Income Tax		28.5			31.4
Other Current Assets		31.6			30.1
Total Current Assets		728.4			759.6
Non-Current Assets
Property, Plant and Equipment, Net of Accumulated Depreciation of $80.3 at March 31, 2010 and $80.6 at December 31, 2009		51.1			53.6
Computer Software, Net of Accumulated Amortization of $345.0 at March 31, 2010 and $347.7 at December 31, 2009		125.8			119.2
Goodwill		431.2			440.8
Deferred Income Tax		174.4			181.9
Other Receivables		45.6			43.8
Other Intangibles		86.4			91.2
Other Non-Current Assets		56.6			59.3
Total Non-Current Assets		971.1			989.8
Total Assets	$	1,699.5		$	1,749.4
LIABILITIES
Current Liabilities
Accounts Payable	$	37.5		$	36.4
Accrued Payroll		69.9			104.9
Accrued Income Tax		18.7			3.0
Short-Term Debt		302.7			1.7
Other Accrued and Current Liabilities (Note 6)		176.5			173.4
Deferred Revenue		577.2			539.7
Total Current Liabilities		1,182.5			859.1
Pension and Postretirement Benefits		471.2			490.5
Long-Term Debt		649.7			961.8
Liabilities for Unrecognized Tax Benefits		113.8			115.5
Other Non-Current Liabilities		60.6			56.5
Total Liabilities		2,477.8			2,483.4
Contingencies (Note 7)
EQUITY
D&B SHAREHOLDERS' EQUITY (DEFICIT)
Series A Junior Participating Preferred Stock, $0.01 par value per share, authorized - 0.5 shares; outstanding - none		0.0			0.0
Preferred Stock, $0.01 par value per share, authorized - 9.5 shares; outstanding - none		0.0			0.0
Series Common Stock, $0.01 par value per share, authorized - 10.0 shares; outstanding - none		0.0			0.0
Common Stock, $0.01 par value per share, authorized - 200.0 shares; issued - 81.9 shares		0.8			0.8
Capital Surplus		218.2			209.5
Retained Earnings		1,859.9			1,830.7
Treasury Stock, at cost, 31.6 shares at March 31, 2010 and 30.7 shares at December 31, 2009		(2,161.2	)		(2,097.7	)
Accumulated Other Comprehensive Income (Loss)		(706.2	)		(689.0	)
Total D&B Shareholders' Equity (Deficit)		(788.5	)		(745.7	)
Noncontrolling Interest		10.2			11.7
Total Equity (Deficit)		(778.3	)		(734.0	)
Total Liabilities and Shareholders' Equity (Deficit)	$	1,699.5		$	1,749.4

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

4

The Dun & Bradstreet Corporation

Consolidated Statements of Cash Flows (Unaudited)

	For the Three Months  Ended March 31,
	2010			2009
	(Amounts in millions)
Cash Flows from Operating Activities:
Net Income	$	45.8		$	104.4
Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		15.2			15.7
Amortization of Unrecognized Pension Loss		3.7			4.8
Income Tax Benefit from Stock-Based Awards		3.6			8.2
Excess Tax Benefit on Stock-Based Awards		(0.4	)		(3.2	)
Equity-Based Compensation		5.4			7.6
Restructuring Charge		4.6			1.3
Restructuring Payments		(6.6	)		(6.6	)
Deferred Income Taxes, Net		(1.5	)		12.4
Accrued Income Taxes, Net		25.7			(54.5	)
Changes in Current Assets and Liabilities:
Decrease in Accounts Receivable		21.0			36.6
(Increase) Decrease in Other Current Assets		(2.4	)		4.1
Increase in Deferred Revenue		44.2			38.4
Increase (Decrease) in Accounts Payable		2.5			(0.4	)
Net Decrease in Accrued Liabilities		(23.4	)		(35.9	)
Net Increase in Other Accrued and Current Liabilities		1.4			1.6
Changes in Non-Current Assets and Liabilities:
Net (Increase) Decrease in Other Long-Term Assets		(3.1	)		3.6
Net Decrease in Long-Term Liabilities		(9.6	)		(15.3	)
Net, Other Non-Cash Adjustments		2.4			0.1
Net Cash Provided by Operating Activities		128.5			122.9
Cash Flows from Investing Activities:
Proceeds from Sales of Businesses, Net of Cash Divested		(0.9	)		0.0
Payments for Acquisitions of Businesses, Net of Cash Acquired		(0.5	)		(30.5	)
Investment in Debt Security		0.0			(5.0	)
Cash Settlements of Foreign Currency Contracts		(7.8	)		(0.6	)
Capital Expenditures		(2.9	)		(1.8	)
Additions to Computer Software and Other Intangibles		(15.5	)		(13.4	)
Net Cash (Used in) Provided by Investing Activities		(27.6	)		(51.3	)
Cash Flows from Financing Activities:
Payments for Purchases of Treasury Shares		(64.8	)		(42.1	)
Net Proceeds from Stock-Based Awards		0.4			8.7
Payments of Dividends		(17.8	)		(18.2	)
Proceeds from Borrowings on Credit Facilities		28.7			43.9
Payments of Borrowings on Credit Facilities		(39.5	)		(48.2	)
Excess Tax Benefit on Stock-Based Awards		0.4			3.2
Net, Other		(0.1	)		(0.1	)
Net Cash Used in Financing Activities		(92.7	)		(52.8	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(12.4	)		(3.1	)
(Decrease) Increase in Cash and Cash Equivalents		(4.2	)		15.7
Cash and Cash Equivalents, Beginning of Period		222.9			164.2
Cash and Cash Equivalents, End of Period	$	218.7		$	179.9
Supplemental Disclosure of Cash Flow Information:
Cash Paid (Received) for:
Income Taxes, Net of Refunds	$	9.6		$	35.6
Interest	$	9.2		$	9.0

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

5

The Dun & Bradstreet Corporation

Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)

	For the Three Months Ended March 31, 2010 and 2009
	Accumulated Other Comprehensive Income (Loss)
	Common Stock ($0.01  Par Value)		Capital Surplus			Retained Earnings			Treasury Stock			Cumulative Translation Adjustment			Minimum Pension Liability Adjustment			Derivative Financial Instrument			Total D&B Shareholders' Equity (Deficit)			Noncontrolling Interest			Total Equity (Deficit)			Comprehensive Income (Loss)
												(Dollar amounts in millions, except per share data)
Balance, December 31, 2008		0.8		206.1			1,582.8			(1,924.4	)		(204.3	)		(514.2	)		(3.5	)		(856.7	)		6.1			(850.6	)
Net Income							104.2															104.2			0.2			104.4		$	104.4
Equity-Based Plans				(3.2	)					27.2												24.0						24.0
Treasury Shares Acquired										(42.0	)											(42.0	)					(42.0	)
Pension Adjustments, net of tax of $1.8																2.9						2.9						2.9			2.9
Dividend Declared							(18.2	)														(18.2	)					(18.2	)
Adjustments to Legacy Tax Matters				1.6																		1.6						1.6
Change in Cumulative Translation Adjustment													(7.1	)								(7.1	)		(0.1	)		(7.2	)		(7.2	)
Derivative Financial Instruments, no tax impact																			(0.2	)		(0.2	)					(0.2	)		(0.2	)
Total Comprehensive Income (Loss)																														$	99.9
Balance, March 31, 2009	$	0.8	$	204.5		$	1,668.8		$	(1,939.2	)	$	(211.4	)	$	(511.3	)	$	(3.7	)	$	(791.5	)	$	6.2		$	(785.3	)
Comprehensive Income Attributable to the Noncontrolling Interest																															(0.1	)
Comprehensive Income Attributable to D&B																														$	99.8
Balance, December 31, 2009		0.8		209.5			1,830.7			(2,097.7	)		(161.4	)		(524.6	)		(3.0	)		(745.7	)		11.7			(734.0	)
Net Income							47.0															47.0			(1.2	)		45.8		$	45.8
Purchase of shares				(0.2	)																	(0.2	)		(0.2	)		(0.4	)
Equity-Based Plans				7.3						1.3												8.6						8.6
Treasury Shares Acquired										(64.8	)											(64.8	)					(64.8	)
Pension Adjustments, net of tax of $7.5																11.2						11.2						11.2			2.1
Dividend Declared							(17.8	)														(17.8	)					(17.8	)
Adjustments to Legacy Tax Matters				1.6																		1.6						1.6
Change in Cumulative Translation Adjustment													(28.1	)								(28.1	)		(0.1	)		(28.2	)		(28.2	)
Derivative Financial Instruments, no tax impact																			(0.3	)		(0.3	)					(0.3	)		(0.3	)
Total Comprehensive Income (Loss)																														$	19.4
Balance, March 31, 2010	$	0.8	$	218.2		$	1,859.9		$	(2,161.2	)	$	(189.5	)	$	(513.4	)	$	(3.3	)	$	(788.5	)	$	10.2		$	(778.3	)
Comprehensive Income Attributable to the Noncontrolling Interest																															1.3
Comprehensive Income Attributable to D&B																														$	20.7

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

6

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 unaudited 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, 2009. The unaudited consolidated results for interim periods do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) 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 statement of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included.

All inter-company transactions have been eliminated in consolidation.

The financial statements of the subsidiaries outside North America reflect three months ended February 28 in order to facilitate the timely reporting of our unaudited consolidated financial results and unaudited consolidated financial position.

Financial Accounting Standards Board (“FASB”) Launches Accounting Standards Codification

In June 2009, the FASB issued FASB Accounting Standards Codification^TM (“ASC”) 105-10, “Generally Accepted Accounting Principles,” or “ASC 105-10” (the “Codification”). This authoritative guidance establishes the exclusive authoritative reference for GAAP for use in financial statements, except for Securities and Exchange Commission (“SEC”) rules and interpretative releases, which are also authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other grandfathered, non-SEC accounting literature not included in the Codification is nonauthoritative.

Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”), which will serve to update the Codification, provide background information about the authoritative guidance and provide the basis for conclusions on the changes to the Codification.

GAAP is not intended to be changed as a result of the Codification, but it has changed the way the authoritative guidance is organized and presented. As a result, these changes made an impact on how we reference GAAP in our financial statements and in our accounting policies. Where appropriate, we have conformed, throughout this Form 10-Q, references to both the Codification and/or the previous GAAP source reference.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 2 — Recent Accounting Pronouncements

In February 2010, the FASB issued ASU No. 2010-9, “Amendments to Certain Recognition and Disclosure Requirements,” which amends authoritative guidance on certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The authoritative guidance requires SEC filers to evaluate subsequent events through the date the financial statements are available to be issued and exempts SEC filers from disclosing the date through which subsequent events have been evaluated. The authoritative guidance is effective immediately for financial statements that are issued or available to be issued. We adopted the authoritative guidance on January 1, 2010, and it did not have a material impact on our consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures—Improving Disclosures and Fair Value Measurements,” which adds new requirements for disclosures about transfers into and out of Level I and Level II and for separate disclosures about purchases, sales, issuances and settlements relating to Level III measurements. In addition, this amendment further clarifies the existing fair value disclosure requirements. The authoritative guidance is effective for the first interim or annual reporting period beginning after December 15, 2009, except for the newly added disclosure for Level III activity, which will be effective for fiscal years beginning after December 15, 2010. We adopted the authoritative guidance in the fourth quarter of 2009 for disclosures related to Level I and Level II. The adoption of this section of the authoritative guidance did not have a material impact on our consolidated financial statements. We expect to adopt the new disclosures on Level III in the fourth quarter of 2010. We are currently assessing the impact of the adoption of the Level III section of the authoritative guidance will have, if any, on our consolidated financial statements.

In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which amends consolidation guidance that applies to variable interest entities or “VIEs.” This guidance changes how a reporting entity evaluates whether an entity is considered the primary beneficiary of a VIE and is therefore required to consolidate the VIE. The guidance requires assessments at each reporting period to determine whether an entity is a VIE, which party within the VIE is considered the primary beneficiary and which type of financial statement disclosures are required. The authoritative guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009. We adopted the authoritative guidance on January 1, 2010 and it did not have a material impact on our consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements that Include Software Elements,” which amends guidance in ASC 985-605, “Software,” which focuses on determining which arrangements are included or excluded from the scope of existing software revenue guidance under ASC 985. This guidance removes non-software components of tangible products and certain software components of tangible products from the scope of the existing software revenue guidance, resulting in the recognition of revenue similar to that for other tangible products. The authoritative guidance may be applied prospectively to revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 or retrospectively for all arrangements in the period presented. We expect to adopt the authoritative guidance on January 1, 2011. We are currently assessing the impact of the adoption of this authoritative guidance will have, if any, on our consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition—Multiple-Deliverable Revenue Arrangements,” which amends guidance in ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements.” The guidance will allow companies to allocate arrangement consideration in multiple deliverable arrangements in a manner that better reflects the transaction’s economics. It also provides principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. It also requires an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price. The guidance eliminates the use of the residual method, requires entities to allocate revenue using the relative-selling-price method and significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The authoritative guidance requires new and expanded disclosures and is applied prospectively to revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 or retrospectively for all periods presented. We expect to adopt the authoritative guidance on January 1, 2011. We are currently assessing the impact of the adoption of this authoritative guidance will have, if any, on our consolidated financial statements.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 3 — Restructuring Charge

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 initiative, 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 initiatives.

Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10,” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.

We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.

We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.

The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

During the three months ended March 31, 2010, we recorded a $4.6 million restructuring charge in connection with Financial Flexibility initiatives. The significant components of these charges included:

• Severance and termination costs of $2.1 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 85 employees were impacted; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $2.5 million.

During the three months ended March 31, 2009, we recorded a $1.3 million restructuring charge in connection with the Financial Flexibility initiatives. The significant components of these charges included:

• Severance and termination costs of $0.9 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 25 employees were impacted; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.4 million.

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization related to our Financial Flexibility initiatives:

	Severance and Termination			Lease Termination Obligations and Other Exit Costs			Total
Restructuring Charges:
Balance Remaining as of December 31, 2009	$	13.8		$	0.7		$	14.5
Charge Taken during First Quarter 2010		2.1			2.5			4.6
Payments during First Quarter 2010		(6.1	)		(0.5	)		(6.6	)
Balance Remaining as of March 31, 2010	$	9.8		$	2.7		$	12.5

	Severance and Termination			Lease Termination Obligations and Other Exit Costs			Total
Restructuring Charges:
Balance Remaining as of December 31, 2008	$	21.7		$	0.2		$	21.9
Charge Taken during First Quarter 2009		0.9			0.4			1.3
Payments during First Quarter 2009		(6.4	)		(0.2	)		(6.6	)
Balance Remaining as of March 31, 2009	$	16.2		$	0.4		$	16.6

Note 4 — Notes Payable and Indebtedness

Our borrowings are summarized in the following table:

	At March  31, 2010		At December  31, 2009
Debt Maturing Within One Year:
Fixed-Rate Notes (Net of a $0.1 million discount as of March 31, 2010)	$	299.9	$	—
Other		2.8		1.7
Total Debt Maturing Within One Year	$	302.7	$	1.7
Debt Maturing After One Year:
Long-Term Fixed-Rate Notes (Net of a $0.2 million discount as of December 31, 2009)	$	400.0	$	699.8
Credit Facilities		247.3		259.4
Other		2.4		2.6
Total Debt Maturing After One Year	$	649.7	$	961.8

Fixed-Rate Notes

In April 2008, we issued senior notes with a face value of $400 million that mature on April 1, 2013 (the “2013 notes”), bearing interest at a fixed annual rate of 6.00%, payable semi-annually. The interest rate applicable to the 2013 notes is subject to adjustment if our debt rating is decreased four levels below our A- credit rating on the date of issuance of the 2013 notes or subsequently upgraded rating. The maximum adjustment is 2.00% above the initial interest rate. As of March 31, 2010, no such adjustments to the interest rate have been made. Proceeds from this issuance were used to repay indebtedness under our credit facility. The 2013 notes are recorded as “Long-Term Debt” in our unaudited consolidated balance sheet at March 31, 2010.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

The 2013 notes were issued at face value and, in connection with the issuance, we incurred underwriting and other fees of $3.0 million. These costs are being amortized over the life of the 2013 notes. The 2013 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 2013 notes do not contain any financial covenants.

On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. 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 issuance of the 2013 notes. 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 the issuance of the 2013 notes were recorded in Accumulated Other Comprehensive Income (“AOCI”). In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million on March 28, 2008, the date of termination. The payments are recorded in AOCI and will be amortized over the life of the 2013 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 senior notes, bearing interest at a fixed annual rate of 6.625% which matured on March 15, 2006. During the first quarter of 2010, these notes have been reclassified from long term debt to short term debt because they will mature in one year. The 2011 notes of $299.9 million, net of a $0.1 million remaining discount, are recorded as “Short-Term Debt” in our unaudited consolidated balance sheet at March 31, 2010. The 2011 notes of $299.8 million, net of a $0.2 million remaining discount, are recorded as “Long-Term Debt” in our audited consolidated balance sheet at December 31, 2009.

The 2011 notes were issued at a discount of $0.8 million and, in connection with the issuance, we incurred underwriting and other fees of $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 February 10, 2006 and September 30, 2005, we entered into interest rate derivative transactions with aggregate notional amounts of $100 million and $200 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 issuance of the 2011 notes. These transactions were accounted for as cash flow hedges. Changes in fair value of the hedges that took place through the date of the issuance of the 2011 notes were recorded in AOCI. These interest rate derivative transactions were executed in connection with the issuance of the 2011 notes, resulting in proceeds of $5.0 million at the date of termination. The proceeds are recorded in AOCI and are being amortized over the life of the 2011 notes.

Credit Facilities

At March 31, 2010 and December 31, 2009, we had a $650 million, five-year bank revolving credit facility, which expires in April 2012. Borrowings under the $650 million credit facility are available at prevailing short-term interest rates. The facility requires the maintenance of interest coverage and total debt to Earnings Before Income Taxes, Depreciation and Amortization (“EBITDA”) ratios which are defined in the credit agreement. We were in compliance with these covenants at March 31, 2010 and at December 31, 2009.

At March 31, 2010 and December 31, 2009, we had $247.3 million and $259.4 million, respectively, of borrowings outstanding under the $650 million credit facility with weighted average interest rates of 0.59% and 0.47%, respectively. We borrowed under these facilities from time-to-time during the three months ended March 31, 2010 to fund our share repurchases and working capital needs. The $650 million credit facility also supports our commercial paper borrowings of up to $300 million (limited by borrowed amounts outstanding under the facility). We did not borrow under our commercial paper program as of and for the three months ended March 31, 2010 or for the year ended December 31, 2009.

In January 2009 and December 2008, we entered into interest rate swap agreements with aggregate notional amounts of $25 million and $75 million, respectively, and designated these swaps as cash flow hedges against variability in cash flows related to our $650 million credit facility. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges are recorded in AOCI. Approximately $1.4 million of net derivative losses associated with these swaps was included in AOCI at March 31, 2010.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Other

At March 31, 2010 and December 31, 2009, certain of our International operations had non-committed lines of credit of $9.2 million and $9.6 million, respectively. There were $1.2 million of borrowings outstanding under these lines of credit at March 31, 2010 and no borrowings outstanding under these lines of credit at December 31, 2009. These arrangements have no material commitment fees and no compensating balance requirements.

At March 31, 2010 and December 31, 2009, we were contingently liable under open standby letters of credit issued by our bank in favor of third parties totaling $2.9 million and $9.6 million, respectively.

Interest paid for all outstanding debt totaled $9.2 million and $9.0 million during the three months ended March 31, 2010 and March 31, 2009, respectively.

Note 5 — Earnings Per Share

In accordance with authoritative guidance in ASC 260-10, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities. The weighted average restricted shares outstanding were 0.3 million shares and 0.4 million shares for the three months ended March 31, 2010 and 2009, respectively.

	For the Three Months  Ended March 31,
	2010			2009
Income Attributable to D&B Common Shareholders	$	47.0		$	104.2
Less: Allocation to Participating Securities		(0.3	)		(0.7	)
Income Applicable to D&B Common Shareholders - Basic		46.7			103.5
Effect of Dilutive Shares - Unvested Restricted Stock		—			—
Income Applicable to Common Shareholders - Diluted		46.7			103.5
Net Income Attributable to D&B Common Shareholders - Basic	$	46.7		$	103.5
Net Income Attributable to D&B Common Shareholders - Diluted	$	46.7		$	103.5
Weighted Average Number of Shares Outstanding - Basic		50.4			53.0
Dilutive Effect of Our Stock Incentive Plans		0.5			0.7
Weighted Average Number of Shares Outstanding - Diluted		50.9			53.7
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	0.93		$	1.95
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	0.92		$	1.93

Stock-based awards to acquire 1.4 million shares and 1.1 million shares of common stock were outstanding at March 31, 2010 and 2009, 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 from the grant date.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Our share repurchases were as follows:

	For the Three Months Ended March 31,
	2010				2009
	Shares		$Amount		Shares		$Amount
	(Share data in millions)
Share Repurchase Programs	0.3	(a)	$	25.0	0.2	(b)	$	15.0
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (“ESPP”)	0.5	(c)	$	39.8	0.4	(c)		27.1
Total Repurchases	0.8		$	64.8	0.6		$	42.1

(a) In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of our then existing $400 million, two-year repurchase program. We repurchased 0.3 million shares of common stock for $25.0 million under this repurchase program during the three months ended March 31, 2010. We anticipate that this program will be completed by December 2011.

(b) In December 2007, our Board of Directors approved a $400 million, two-year share repurchase program, which began in February 2008 upon completion of our then existing $200 million repurchase program. We repurchased 0.2 million shares of common stock for $15.0 million under this repurchase program during the three months ended March 31, 2009. This program was completed in December 2009.

(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 repurchase program expires in August 2010.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 6 — Other Accrued and Current Liabilities

	At March  31, 2010		At December  31, 2009
Restructuring Accruals	$	12.5	$	14.5
Professional Fees		45.2		37.3
Operating Expenses		34.5		32.0
Spin-Off Obligation(1)		21.6		21.5
Other Accrued Liabilities		62.7		68.1
	$	176.5	$	173.4

(1) As part of our spin-off from Moody’s/The Dun & Bradstreet Corporation (“D&B2”) in 2000, Moody’s/D&B2 and D&B entered into a Tax Allocation Agreement (“TAA”). Under the TAA, Moody’s/D&B2 and D&B agreed that Moody’s/D&B2 would be entitled to deduct the compensation expense associated with the exercise of Moody’s stock options (including Moody’s stock 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 stock 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 exercising the stock options. The TAA provides, however, that if the Internal Revenue Service (“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 other party for the tax benefit it has realized, in order to compensate the other party for its loss of such deduction. In 2002 and 2003, the IRS issued rulings that appear to provide that, under the circumstances applicable to Moody’s/D&B2 and D&B, the compensation expense deduction belongs to the employer of the option grantee and not to the issuer of the option (e.g., D&B would be entitled to deduct the compensation expense associated with D&B employees exercising Moody’s/D&B2 options and Moody’s/D&B2 would be entitled to deduct the compensation expense associated with Moody’s/D&B2 employees exercising D&B options). We have filed tax returns for 2001 through 2008, and made estimated tax deposits for 2009 and 2010, consistent with the IRS’ rulings. Under the TAA, we may be required to reimburse Moody’s/D&B2 for the loss of compensation expense deductions relating to tax years 2003 to the first quarter of 2010 of approximately $21.6 million in the aggregate for such years, which amounts principally relate to the years 2006 - 2010. In 2005 and 2006, we paid Moody’s/D&B2 approximately $30.1 million in the aggregate under the TAA. We have not made any payments to Moody’s/D&B2 since the first quarter of 2006. 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.

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.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

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. The parties in the approximately 300 coordinated cases, including ours, reached a settlement. The insurers for the issuer defendants in the coordinated cases will make the settlement payment on behalf of the issuers, including Hoover’s. On October 5, 2009, the District Court granted final approval of the settlement. Judgment was entered on December 9, 2009. A group of three objectors has filed a petition to the Second Circuit on November 2, 2009 seeking permission to appeal the District Court’s final approval order on the basis that the settlement class is broader than the class previously rejected by the Second Circuit in its December 5, 2006 order vacating the District Court’s order certifying classes in the focus cases. Plaintiffs have filed an opposition to the petition. In addition, six notices of appeal to the Second Circuit have been filed by different groups of objectors.

Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the matter. No amount in respect of any potential judgment in this matter has been accrued in our consolidated financial statements.

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.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 8 — Income Taxes

For the three months ended March 31, 2010, our effective tax rate was 44.9% as compared to 1.6% for the three months ended March 31, 2009. Our effective tax rate for the three months ended March 31, 2010 was negatively impacted by the reduction of a deferred tax asset associated with our accrued liability for retiree drug subsidies related to the 2010 Patient Protection and Affordable Care Act which will make subsidy payments taxable in years beginning after December 31, 2012 and positively impacted by the release of reserves for uncertain tax positions following a favorable ruling in one of our international jurisdictions. The effective tax rate for the three months ended March 31, 2009 was positively impacted by benefits derived from our worldwide legal entity simplification as well as favorable settlements of worldwide tax audits.

The total amount of unrecognized tax benefits as of March 31, 2010 was $135.4 million. During the three months ended March 31, 2010, we decreased our unrecognized tax benefits by $1.5 million from the year ended December 31, 2009. The decrease was primarily due to receiving a favorable ruling in one of our international jurisdictions. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $105.0 million, net of tax benefits. We believe it is reasonably possible that the unrecognized tax benefits will decrease by approximately $23 million within the next twelve months as a result of not pursuing certain refund claims.

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 the IRS for years prior to 2004. In state and local jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2006. In foreign jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2005. The IRS is examining our 2004, 2005 and 2006 tax years. We expect the examination will be completed in the first quarter of 2011.

We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense recognized in each of the three months ended March 31, 2010 and 2009 was $0.6 million, net of tax benefits. The total amount of accrued interest as of March 31, 2010 and 2009 was $10.3 million and $7.9 million, respectively, net of tax benefits.

Note 9 — Pension and Postretirement Benefits

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

	Pension Plans						Postretirement Benefit Obligations
	For the Three  Months Ended March 31,						For the Three  Months Ended March 31,
	2010			2009			2010			2009
Components of Net Periodic Cost:
Service cost	$	1.6		$	1.5		$	0.2		$	0.1
Interest cost		22.8			22.7			0.7			1.2
Expected return on plan assets		(28.3	)		(28.8	)		—			—
Amortization of prior service cost (credit)		0.1			0.2			(1.2	)		(0.9	)
Recognized actuarial loss (gain)		5.3			6.0			(0.5	)		(0.5	)
Net Periodic Cost (Income)	$	1.5		$	1.6		$	(0.8	)	$	(0.1	)

We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009 that we expected to contribute $31.0 million to our U.S. Non-Qualified plans and non-U.S. pension plans and $7.0 million to our postretirement benefit plan for the year ended December 31, 2010. As of March 31, 2010, we have made contributions to our U.S. Non-Qualified plans and non-U.S. pension plans of $8.5 million and postretirement benefit plan of $2.4 million.

During the first quarter of 2010, we recognized a $13.0 million charge to our Consolidated Statement of Operations as a result of the reduction of a deferred tax asset associated with our accrued liability for retiree drug subsidies related to the 2010 Patient Protection and Affordable Care Act which will make subsidy payments taxable in years beginning after December 31, 2012.

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

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 through the following two segments: North America (which consists of the U.S. and Canada) and International (which consists of our operations in Europe, Asia Pacific and Latin America). Our customer solution sets are Risk Management Solutions ™, Sales & Marketing Solutions ™ and Internet Solutions ™. Inter-segment sales are immaterial and no single customer accounted for 10% or more of our total revenue. For management reporting purposes, we evaluate business segment performance before restructuring charges because restructuring charges and our strategic technology investment 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. 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 initiatives, are not allocated to our business segments.

	For the Three Months  Ended March 31,
	2010			2009
Revenue:
North America	$	304.9		$	321.2
International		92.3			75.9
Consolidated Core		397.2			397.1
Divested Business		—			10.3
Consolidated Total	$	397.2		$	407.4
Operating Income (Loss):
North America	$	105.3		$	123.2
International		13.4			11.6
Total Divisions		118.7			134.8
Corporate and Other(1)		(25.4	)		(20.1	)
Consolidated Total		93.3			114.7
Non-Operating Income (Expense), Net		(10.2	)		(9.0	)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates	$	83.1		$	105.7

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

	For the Three Months  Ended March 31,
	2010			2009
Corporate Costs	$	(14.0	)	$	(14.4	)
Transition Costs (costs to implement our Financial Flexibility initiatives)		(2.0	)		(4.4	)
Restructuring Expense		(4.6	)		(1.3	)
Strategic Technology Investment		(4.8	)		—
Total Corporate and Other	$	(25.4	)	$	(20.1	)

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Supplemental Geographic and Customer Solution Set Information:

	For the Three Months  Ended March 31,
	2010		2009
Customer Solution Set Revenue:
North America:
Risk Management Solutions	$	193.3	$	207.4
Sales & Marketing Solutions		84.0		84.2
Internet Solutions		27.6		29.6
North America Core Revenue		304.9		321.2
Divested Business(2)		—		—
Total North America Revenue		304.9		321.2
International:
Risk Management Solutions		68.0		58.0
Sales & Marketing Solutions		23.5		17.2
Internet Solutions		0.8		0.7
International Core Revenue		92.3		75.9
Divested Business(2)		—		10.3
Total International Revenue		92.3		86.2
Consolidated Total:
Risk Management Solutions		261.3		265.4
Sales & Marketing Solutions		107.5		101.4
Internet Solutions		28.4		30.3
Core Revenue		397.2		397.1
Divested Business(2)		—		10.3
Consolidated Total Revenue	$	397.2	$	407.4

(2) On May 29, 2009, we completed the sale of substantially all the assets and liabilities of the domestic portion of our Italian operations. This sale has been classified as a “Divestiture.” Our divested business contributed 3% of our total revenue for the three months ended March 31, 2009. The following table represents divested revenue by solution set:

	For the Three Months  Ended March 31,
	2009
Divested Business:
Risk Management Solutions	$	8.9
Sales & Marketing Solutions		1.4
Internet Solutions		—
Total Divested Revenue	$	10.3

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

	At March  31, 2010		At December  31, 2009
Assets:
North America	$	821.9	$	815.0
International		619.6		672.7
Total Divisions		1,441.5		1,487.7
Corporate and Other (primarily taxes)		258.0		261.7
Consolidated Total	$	1,699.5	$	1,749.4
Goodwill(3):
North America	$	266.4	$	266.1
International		164.8		174.7
Consolidated Total	$	431.2	$	440.8

(3) The decrease in goodwill in the International segment from $174.7 million at December 31, 2009 to $164.8 million at March 31, 2010 was due to the negative impact of foreign currency translation.

Note 11 — Acquisitions

Quality Education Data

During the first quarter of 2009, we acquired substantially all of the assets and assumed certain liabilities related to Quality Education Data (“QED”) for $29.0 million with cash on hand. QED is a provider of educational data and services located in Denver, Colorado. QED is a natural fit with our Sales & Marketing Solutions as both provide education marketers with high quality data and services. The results of QED have been included in our consolidated financial statements since the date of acquisition.

The transaction was valued at $29.0 million. Transaction costs of $1.0 million were included in operating expenses in the statement of operations. The acquisition was accounted for as a purchase transaction, and accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair value at the date of acquisition. The table below reflects the purchase price related to the acquisition and the resulting purchase price allocations:

	Amortization Life (years)	Acquisition
Current Assets		$	1.7
Intangible Assets:
Goodwill			14.6
Customer Relationships	12		8.0
Technology	8		2.4
Trade Name	16.5		0.2
Database	7		2.5
Total Assets Acquired			29.4
Total Liabilities Assumed			(0.4	)
Total Purchase Price		$	29.0

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

The goodwill was assigned to our North America reporting unit. The primary item that generated the goodwill is the value of revenue growth and synergies between the acquired entity and our Sales & Marketing Solutions as both provide education marketers with high quality data and services. The intangible assets, with useful lives from 7 to 16.5 years, are being amortized over a weighted-average useful life of 10.4 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 2009 is not material, and, as such, pro forma financial results have not been presented.

Treatment of Goodwill

The acquisition of QED was an asset acquisition and, as a result, the associated goodwill is deductible for tax purposes.

Note 12 — Financial Instruments

We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward contracts to hedge short-term foreign currency denominated loans, investments and certain third-party and intercompany transactions. From time-to-time, we use foreign exchange option contracts to reduce our International earnings exposure to adverse changes in foreign exchange rates. In addition, from time-to-time, we use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of future debt issuance.

We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments.

By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at March 31, 2010 and December 31, 2009, in our opinion, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures.

Our trade receivables do not represent a significant concentration of credit risk at March 31, 2010 and December 31, 2009, because we sell to a large number of customers in different geographical locations.

We recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. We recognize all derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. In accordance with authoritative guidance, we designate our current outstanding interest rate swaps as cash flow hedges.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

Our objective in managing exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower overall borrowing costs. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps.

In December 2008 and January 2009, we entered into interest rate swap agreements with an aggregate notional amount of $100 million, and designated these swaps as cash flow hedges against variability in cash flows related to our bank revolving credit facility. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges are recorded in AOCI. At March 31, 2010, the balance of net derivative losses associated with these swaps included in AOCI was approximately $1.4 million.

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Fair Values of Derivative Instruments in the Consolidated Balance Sheet at March 31, 2010 and December 31, 2009:

	Asset Derivatives						Liability Derivatives
	March 31, 2010			December 31, 2009			March 31, 2010			December 31, 2009
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate contracts	Other Current Assets	$	—	Other Current Assets	$	—	Other Accrued & Current Liabilities	$	1.4	Other Accrued & Current Liabilities	$	0.8
Total derivatives designated as hedging instruments		$	—		$	—		$	1.4		$	0.8
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other Current Assets	$	0.4	Other Current Assets	$	0.6	Other Accrued & Current Liabilities	$	0.2	Other Accrued & Current Liabilities	$	0.2
Total derivatives not designated as hedging instruments		$	0.4		$	0.6		$	0.2		$	0.2
Total Derivatives		$	0.4		$	0.6		$	1.6		$	1.0

The Effect of Derivative Instruments on the Consolidated Statement of Operations for Three Months Ended March 31, 2010 and 2009:

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or  (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income (Effective Portion)						Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	For the Three Months Ended March 31,							For the Three Months Ended March 31,							For the Three Months Ended March 31,
	2010			2009				2010			2009				2010		2009
Interest rate contracts	$	(0.6	)	$	(0.4	)	Non-Operating Income (Expenses) - Net	$	(0.4	)	$	(0.3	)	Non-Operating Income (Expenses) - Net	$	—	$	—

Our forward exchange contracts and foreign exchange options are not designated as hedging instruments under authoritative guidance.

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our International operations. We follow a policy of hedging balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our International earnings and investments. We use short-term, foreign exchange forward and option contracts to implement our hedging strategies. Typically, these contracts have maturities of twelve months or less. The gains and losses on the forward contracts associated with the balance sheet positions hedge are recorded in “Other Income (Expense)—Net” in our consolidated financial statements and are essentially offset by the gains and losses on the underlying foreign currency transactions.

As in prior years, we have hedged substantially all balance sheet positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term forward foreign exchange contracts. In addition, from time-to-time, we use foreign exchange option contracts to hedge certain foreign earnings and foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding forward exchange and option contracts are marked-to-market at the end of each quarter and are reflected within our consolidated financial statements.

As of March 31, 2010 and 2009, the notional amount of our foreign exchange contracts were $243.3 million and $225.5 million, respectively.

The Effect of Derivative Instruments on the Consolidated Statement of Operations for the Three Months Ended March 31, 2010 and 2009:

Derivatives not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized  in Income On Derivative
		For the Three Months Ended March 31,
		2010			2009
Forward exchange contracts	Non-Operating Income (Expenses) - Net	$	(7.8	)	$	(2.5	)

Fair Value of Financial Instruments

Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated loans, investments and certain third-party and intercompany transactions and, from time-to-time, we have used foreign exchange option contracts to reduce our International earnings exposure to adverse changes in foreign currency exchange rates. Fair value for derivative financial instruments is determined utilizing a market approach.

We have an established and well-documented process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, we use quotes from independent pricing vendors based on recent trading activity and other relevant information including market interest rate curves and referenced credit spreads.

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

In addition to utilizing external valuations, we conduct our own internal assessment of the reasonableness of the external valuations by utilizing a variety of valuation techniques including Black-Scholes option pricing and discounted cash flow models that are consistently applied. Inputs to these models include observable market data such as yield curves, and foreign exchange rates where applicable. Our assessments are designed to identify prices that appear stale, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. We also follow established routines for reviewing and reconfirming valuations with the valuation provider, if deemed appropriate. In addition, the valuation provider has an established challenge process in place for all valuations, which facilitates identification and resolution of potentially erroneous prices. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, and our own creditworthiness and constraints on liquidity. For non-active markets that do not have observable pricing or sufficient trading volumes, or for positions that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of March 31, 2010 and December 31, 2009, and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value. Level inputs, as defined by authoritative guidance, are as follows:

Level Input:	Input Definition:
Level I	Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
Level II	Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
Level III	Unobservable inputs for the asset or liability in which little or no market data exists therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

The following table summarizes fair value measurements by level at March 31, 2010 for assets and liabilities measured at fair value on a recurring basis:

	Quoted Prices in Active Markets for Identical Assets (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Balance at March  31, 2010
Assets:
Cash Equivalents(1)	$	116.0	$	—	$	—	$	116.0
Other Current Assets:
Foreign Exchange Forwards(2)	$	—	$	0.4	$	—	$	0.4
Liabilities:
Other Accrued and Current Liabilities:
Foreign Exchange Forwards(2)	$	—	$	0.2	$	—	$	0.2
Swap Arrangement(3)	$	—	$	1.4	$	—	$	1.4

(1) Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.

(2) Primarily represents foreign currency forward. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

(3) Primarily represents our interest rate swap agreements. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

The following table summarizes fair value measurements by level at December 31, 2009 for assets and liabilities measured at fair value on a recurring basis:

	Quoted Prices in Active Markets for Identical Assets (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Balance at December 31, 2009
Assets:
Cash Equivalents(1)	$	106.7	$	—	$	—	$	106.7
Other Current Assets:
Foreign Exchange Forwards(2)	$	—	$	0.6	$	—	$	0.6
Liabilities:
Other Accrued and Current Liabilities:
Foreign Exchange Forwards(2)	$	—	$	0.2	$	—	$	0.2
Swap Arrangement(3)	$	—	$	0.8	$	—	$	0.8

(1) Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.

(2) Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

(3) Primarily represents our interest rate swap agreements. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Items Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. During the year ended December 31, 2009, we recorded an impairment charge of $3.0 million related to certain intangible assets related to the Visible Path acquisition. We determined that the new cost basis of certain intangible assets related to the Visible Path acquisition is zero based on Level III inputs.

At March 31, 2010 and December 31, 2009, our financial instruments included cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term and long-term borrowings and foreign exchange forward and option contracts.

At March 31, 2010 and December 31, 2009, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on third-party quotes from financial institutions, are as follows:

	Balance at
	March 31, 2010				December 31, 2009
	Carrying Amount (Asset) Liability		Fair Value (Asset) Liability		Carrying Amount (Asset) Liability		Fair Value (Asset) Liability
Short-term Debt	$	299.9	$	311.9	$	—	$	—
Long-term Debt	$	400.0	$	434.3	$	699.8	$	747.7
Credit Facilities	$	247.3	$	241.5	$	259.4	$	254.8

Note 13 — Divestiture

On May 29, 2009, we completed the sale of substantially all of the assets and liabilities of the domestic portion of our Italian operations to CRIF, S.p.A. (“CRIF”) for $12.2 million (including a working capital adjustment of $1.2 million), which was a part of our International segment. We also entered into a ten year commercial arrangement to provide CRIF with global data for its Italian customers. This arrangement has aggregate future cash payments of approximately $130 million. In addition, this transaction will allow us to improve the quality of the data we provide to our global customers seeking information on Italian customers.

We recorded a pre-tax gain of $6.5 million from the sale in Other Income (Expense)—Net in the consolidated statement of operations for the year ended December 31, 2009. During the three months ended March 31, 2010, we recorded an adjustment to divested net assets of $0.9 million. As of March 31, 2010, we have received $11.3 million in cash. Our domestic Italian operations generated approximately $48 million in revenue and approximately $1 million in operating income in 2008.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 14 — Subsequent Events

Dividend Declaration

In May 2010, our Board of Directors approved the declaration of a dividend of $0.35 per share for the second quarter of 2010. This cash dividend will be payable on June 16, 2010 to shareholders of record at the close of business on May 28, 2010.

Share Repurchase Program

In May 2010, our Board of Directors approved a new four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This new program will begin at the completion of our existing four-year, five million share repurchase program.

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Item 1a. Risk Factors

On May 10, 2010, we held our Investor Day conference during which we discussed with investors and analysts certain of our strategic initiatives and financial and operational expectations for the future.

We may be unable to achieve the financial and operational expectations that we have established for the 2012 timeframe, which could negatively impact our stock price.

We have established financial and operational expectations for the 2012 timeframe that we believe would be achieved based upon our business strategy for the next several years. These financial and operational expectations can only be achieved if the assumptions underlying our business strategy are fully realized, including the achievement of our Strategic Technology Initiative. In addition, we cannot control some of these assumptions (e.g., market growth rates, macroeconomic conditions and customer preferences). As part of our ongoing planning process we will review these assumptions and we intend to provide updates on these expectations from time-to-time as appropriate.

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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 168 years. Our global commercial database contains more than 150 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 solution sets that meet a diverse set of customer needs globally. Customers use our Risk Management Solutions ™ to mitigate credit and supplier risk, increase cash flow and drive increased profitability; our Sales & Marketing Solutions ™ to increase revenue from new and existing customers; and our Internet Solutions ™ to convert prospects into clients faster by enabling business professionals to research companies, executives and industries, over the web.

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 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.

On May 29, 2009, we completed the sale of substantially all the assets and liabilities of the domestic portion of our Italian operations. This sale has been classified as a “Divestiture.” Our divested business contributed 3% of our total revenue for the three months ended March 31, 2009. See Note 10 and Note 13 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail.

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.”

From time-to-time we have analyzed and we may continue to 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.

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 reallocating our spending from low-growth or low-value activities to activities that will create greater value for shareholders through enhanced revenue growth, improved profitability and/or quality improvements. Management is committed through this process to examining how every dollar is spent, and optimizing between variable and fixed costs to ensure flexibility in changes to our operating expense base as we make strategic choices. This enables us to continually and systematically identify improvement opportunities in terms of quality, cost and customer experience. Such charges are variable from period-to-period based upon actions identified and taken during each period. Management reviews operating results before such non-core gains and 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 performance before non-core gains and charges and a significant percentage weight is placed upon performance before non-core gains and charges in determining whether performance objectives have been achieved. Management believes that by eliminating non-core gains and charges from such financial measures, and by being overt

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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.

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 may be concluded from our presentation of non-core gains and charges that the items that result in non-core gains and charges may occur in the future.

We monitor free cash flow as a measure of 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, dividend payments 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.

In addition, we evaluate our North America Risk Management Solutions based on two metrics: (1) “subscription,” and “non-subscription,” and (2) “DNBi” and “non-DNBi.” We define “subscription” as contracts that allow customers’ unlimited use. In these instances, we recognize revenue ratably over the term of the contract, which is generally one year and “non-subscription” as all other revenue streams. We define “DNBi” as our interactive, customizable online application that offers our customers real time access to our most complete and up-to-date global DUNSRight information, comprehensive monitoring and portfolio analysis and “non-DNBi” as all other revenue streams. Management believes these measures provide further insight into our performance and growth of our North America Risk Management Solutions revenue.

The adjustments discussed herein to our results as determined under generally accepted accounting principles in the United States of America (“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 (e.g., 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

We manage and report our operations under the following two segments:

• North America (which consists of the United States and Canada); and

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

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

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

	For the Three Months Ended March 31,
	2010		2009
Core Revenue:
North America	77	%	81	%
International	23	%	19	%
Total Revenue:
North America	77	%	79	%
International	23	%	21	%

The following table presents contributions by customer solution set to core revenue and total revenue:

	For the Three Months Ended March 31,
	2010		2009
Core Revenue by Customer Solution Set:
Risk Management Solutions	66	%	66	%
Sales & Marketing Solutions	27	%	26	%
Internet Solutions	7	%	8	%
Total Revenue by Customer Solution Set(1):
Risk Management Solutions	66	%	65	%
Sales & Marketing Solutions	27	%	25	%
Internet Solutions	7	%	7	%

(1) Our divested business contributed 3% of our total revenue for the three months ended March 31, 2009. See Note 10 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail.

Our customer solution sets are discussed in greater detail in “Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2009.

Within our Risk Management Solutions, we monitor the performance of our “Traditional” products, our “Value-Added” products and our “Supply Management” products. Within 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 include our DNBi Solution and also consist of reports from our database used primarily for making decisions about new credit applications. Our Traditional Risk Management Solutions constituted the following percentages of total Risk Management Solutions Revenue, Total Revenue and Core Revenue:

	For the Three Months Ended March 31,
	2010		2009
Risk Management Solutions Revenue	75	%	76	%
Total Revenue	50	%	50	%
Core Revenue	50	%	51	%

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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, Total Revenue and Core Revenue:

	For the Three Months Ended March 31,
	2010		2009
Risk Management Solutions Revenue	19	%	19	%
Total Revenue	13	%	12	%
Core Revenue	13	%	12	%

Our Supply Management Solutions can help companies better understand the financial risks of their supply chains. Our Supply Management Solutions constituted the following percentages of total Risk Management Solutions Revenue, Total Revenue and Core Revenue:

	For the Three Months Ended March 31,
	2010		2009
Risk Management Solutions Revenue	6	%	5	%
Total Revenue	3	%	3	%
Core Revenue	3	%	3	%

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 marketing activities. Our Traditional Sales & Marketing Solutions constituted the following percentages of total Sales & Marketing Solutions Revenue, Total Revenue and Core Revenue:

	For the Three Months Ended March 31,
	2010		2009
Sales & Marketing Solutions Revenue	39	%	39	%
Total Revenue	10	%	10	%
Core Revenue	10	%	10	%

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

	For the Three Months Ended March 31,
	2010		2009
Sales & Marketing Solutions Revenue	61	%	61	%
Total Revenue	17	%	15	%
Core Revenue	17	%	16	%

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” in our Annual Report on Form 10-K for the year ended December 31, 2009.

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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, and our Annual Report on Form 10-K for the year ended December 31, 2009, all of which have been prepared in accordance with GAAP.

Consolidated Revenue

The following table presents our core and total revenue by segment:

	For the Three Months Ended March 31,
	2010		2009
	(Amounts in millions)
Revenue:
North America	$	304.9	$	321.2
International		92.3		75.9
Core Revenue		397.2		397.1
Divested Business		—		10.3
Total Revenue	$	397.2	$	407.4

The following table presents our core and total revenue by customer solution set:

	For the Three Months Ended March 31,
	2010		2009
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	261.3	$	265.4
Sales & Marketing Solutions		107.5		101.4
Internet Solutions		28.4		30.3
Core Revenue		397.2		397.1
Divested Business		—		10.3
Total Revenue	$	397.2	$	407.4

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

Total revenue decreased $10.2 million, or 3% (4% decrease before the effect of foreign exchange), for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. The decrease in total revenue was primarily driven by a decrease in North America revenue of $16.3 million, or 5% (6% decrease before the effect of foreign exchange), partially offset by an increase in total International revenue of $6.1 million, or 7% (1% increase before the effect of foreign exchange). Our divestiture of the domestic portion of our Italian operations in the second quarter of 2009 accounted for $10.3 million in revenue for the three months ended March 31, 2009.

Core revenue, which reflects total revenue less revenue from a divested business, increased $0.1 million, or less than 1% (1% decrease before the effect of foreign exchange), for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. The primary drivers of this change are:

• Growth in our subscription plans from existing customers;

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• Increased revenue as a result of a) our consolidation of our majority owned joint venture in RoadWay International Limited (“RoadWay”) in China completed in the third quarter of 2009; b) our acquisition of substantially all of the assets of Bisnode’s UK operations and a 100% equity interest in Bisnode’s Irish operations (“ICC”) completed in the third quarter of 2009; and c) our acquisition of Quality Education Data (“QED”) an acquisition we completed in the first quarter of 2009, which in the aggregate, contributed three points of growth;

• The positive impact of foreign exchange; and

• Increased revenue from a) providing cross-border data to members of our D&B Worldwide Network attributable to fulfillment services and product usage; and b) our commercial agreement to provide global data to our Italian customers entered into in connection with our divestiture of the domestic portion of our Italian operations;

partially offset by:

• Lower purchases from our customers due to a weak economy and their budgetary pressures; and

• Shift in timing of renewals primarily into prior year periods.

Customer Solution Sets

On a customer solution set basis, core revenue reflects:

• A $4.1 million, or 2% decrease (3% decrease before the effect of foreign exchange), in Risk Management Solutions. The decrease was driven by a decrease in North America of $14.1 million, or 7% (both before and after the effect of foreign exchange), partially offset by an increase in revenue in International of $10.0 million, or 17% (11% increase before the effect of foreign exchange);

• A $6.1 million, or 6% increase (5% increase before the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in International of $6.3 million, or 38% (31% increase before the effect of foreign exchange), partially offset by a decrease in revenue in North America of $0.2 million, or less than 1% (1% decrease before the effect of foreign exchange); and

• A $1.9 million, or 6% decrease (7% decrease before the effect of foreign exchange), in Internet Solutions. The decrease was driven by a decrease in North America of $2.0 million, or 7% (both before and after the effect of foreign exchange), partially offset by an increase in revenue in International of $0.1 million, or 15% (4% increase before the effect of foreign exchange).

Consolidated Operating Costs

The following table presents our consolidated operating costs and operating income for the three months ended March 31, 2010 and 2009:

	For the Three Months Ended March 31,
	2010		2009
	(Amounts in millions)
Operating Expenses	$	132.3	$	116.9
Selling and Administrative Expenses		151.8		158.8
Depreciation and Amortization		15.2		15.7
Restructuring Charge		4.6		1.3
Operating Costs	$	303.9	$	292.7
Operating Income	$	93.3	$	114.7

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Operating Expenses

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

Operating expenses increased $15.4 million, or 13%, for the three months ended March 31, 2010, compared to the three months ended March 31, 2009. The increase was primarily due to the following:

• Increased costs associated with our investments, including $4.3 million for our strategic technology investment designed to strengthen our leading position in commercial data and improve our current technology platform to meet emerging needs of customers;

• Increased data acquisition costs and fulfillment costs primarily associated with a) our consolidation of our majority owned joint venture in RoadWay in China in the third quarter of 2009; and b) our acquisition of ICC completed in the third quarter of 2009; and

• The negative impact of foreign exchange;

partially offset by:

• Lower expenses related to our divestiture of the domestic portion of our Italian operations and our reengineering efforts.

Selling and Administrative Expenses

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

Selling and administrative expenses decreased $7.0 million, or 4%, for the three months ended March 31, 2010, compared to the three months ended March 31, 2009. The decrease was primarily due to the following:

• Lower expenses related to reengineering efforts and decreased revenue (i.e., commissions); and

• Lower expenses related to our divestiture of the domestic portion of our Italian operations;

partially offset by:

• Increased selling expenses primarily associated with a) our consolidation of our majority owned joint venture in RoadWay in China in the third quarter of 2009 and b) our acquisition of ICC completed in the third quarter of 2009;

• Increased costs due to our product investments, including $0.5 million for our strategic technology investment designed to strengthen our leading position in commercial data and improve our current technology platform to meet emerging needs of customers; and

• The negative impact of foreign exchange.

Matters Impacting Both Operating Expenses and Selling and Administrative Expenses

Pension, Postretirement and 401(k) Plan

We had net pension cost of $1.5 million and $1.6 million for the three months ended March 31, 2010 and 2009, respectively. Lower pension cost in 2010 was driven by the impact of a longer amortization period applied to our U.S. Qualified Plan. The lower pension cost was substantially offset by lower discount rates applied to our plans at January 1, 2010 and higher actuarial losses subject to amortization. Beginning in November 2009, the amortization period applied to the unrecognized actuarial gains or losses for our U.S. Qualified Plan has been changed from average future service years of active participants to average life expectancy of all plan participants. The change was the result of almost all the plan participants being deemed inactive.

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We had postretirement benefit income of $0.8 million and $0.1 million for the three months ended March 31, 2010 and 2009, respectively. The increase in income from 2009 to 2010 was primarily due to higher amortization of a prior service credit, resulting from a plan amendment which was effective March 1, 2010, that eliminates, in all material respects, the company-paid life insurance benefits for retirees. In addition, we will share the minimum necessary amount of subsidies received from the government in any year to maintain actuarial equivalence to the extent possible.

We had expense associated with our 401(k) Plan of $1.3 million and $3.9 million for the three months March 31, 2010 and 2009, respectively. The decrease in expense in 2010 was due to the amendment of our employer matching provision in the 401(k) Plan effective in February 2009, to decrease our match formula from 100% to 50% of a team member’s contributions and to decrease the maximum match from seven percent (7%) to three percent (3%) of such team member’s eligible compensation, subject to certain 401(k) Plan limitations.

Effective April 1, 2010, we increased the employer maximum match from three percent (3%) to seven percent (7%) of a team member’s eligible compensation, subject to certain 401(k) Plan limitations and we will continue to match 50% of a team member’s contributions.

Stock-Based Compensation

For the three months ended March 31, 2010, we recognized total stock-based compensation expense of $5.4 million, compared to $7.6 million for the three months ended March 31, 2009.

Expense associated with our stock option programs was $2.2 million for the three months ended March 31, 2010, compared to $3.9 million for the three months ended March 31, 2009. The decrease was primarily due to the timing of our forfeiture assumption true-up. For the first quarter of 2010, we use a daily forfeiture assumption true-up as compared to the first quarter of 2009 where we used a forfeiture true-up assumption on an annual basis.

Expense associated with restricted stock, restricted stock unit and restricted stock opportunity awards was $3.0 million for the three months ended March 31, 2010, compared to $3.4 million for the three months ended March 31, 2009. The decrease was primarily due to lower expense as a result of higher forfeitures associated with terminated employees as well as fewer awards being issued in 2010 as compared to the same period in 2009, offset by the accelerated expensing of an award issued to a retiree eligible executive.

Expense associated with our Employee Stock Purchase Plan (“ESPP”) was $0.2 million for the three months ended March 31, 2010, compared to $0.3 million for the three months ended March 31, 2009.

We expect total equity-based compensation of approximately $22.7 million for 2010. 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 decreased $0.5 million, or 3%, for the three months ended March 31, 2010, compared to the three months ended March 31, 2009.

Restructuring Charge

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 initiative, 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 initiatives.

Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10,” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.

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We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.

We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.

The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

During the three months ended March 31, 2010, we recorded a $4.6 million restructuring charge in connection with Financial Flexibility initiatives. The significant components of these charges included:

• Severance and termination costs of $2.1 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 85 employees were impacted; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $2.5 million.

During the three months ended March 31, 2009, we recorded a $1.3 million restructuring charge in connection with the Financial Flexibility initiatives. The significant components of these charges included:

• Severance and termination costs of $0.9 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 25 employees were impacted; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.4 million.

Interest Income (Expense) — Net

The following table presents our “Interest Income (Expense) – Net” for the three months ended March 31, 2010 and 2009:

	For the Three Months Ended March 31,
	2010			2009
	(Amounts in millions)
Interest Income	$	0.5		$	1.1
Interest Expense		(11.5	)		(11.4	)
Interest Income (Expense) - Net	$	(11.0	)	$	(10.3	)

For the three months ended March 31, 2010, interest income decreased $0.6 million and interest expense increased $0.1 million as compared to the three months ended March 31, 2009. The decrease in interest income is primarily attributable to lower interest rates. The increase in interest expense is attributable to higher amounts of debt outstanding partially offset by lower interest rates.

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Other Income (Expense) — Net

The following table presents our “Other Income (Expense) — Net” for the three months ended March 31, 2010 and 2009:

	For the Three Months  Ended March 31,
	2010		2009
	(Amounts in millions)
Effect of Legacy Tax Matters		0.3		0.2
Miscellaneous Other Income (Expense) - Net		0.5		1.1
Other Income (Expense) - Net	$	0.8	$	1.3

Provision for Income Taxes

For the three months ended March 31, 2010, our effective tax rate was 44.9% as compared to 1.6% for the three months ended March 31, 2009. Our effective tax rate for the three months ended March 31, 2010 was negatively impacted by the reduction of a deferred tax asset associated with our accrued liability for retiree drug subsidies related to the 2010 Patient Protection and Affordable Care Act which will make subsidy payments taxable in years beginning after December 31, 2012 and positively impacted by the release of reserves for uncertain tax positions following a favorable ruling in one of our international jurisdictions. The effective tax rate for the three months ended March 31, 2009 was positively impacted by benefits derived from our worldwide legal entity simplification as well as favorable settlements of worldwide tax audits.

The total amount of unrecognized tax benefits as of March 31, 2010 was $135.4 million. During the three months ended March 31, 2010, we decreased our unrecognized tax benefits by $1.5 million from the year ended December 31, 2009. The decrease was primarily due to receiving a favorable ruling in one of our international jurisdictions. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $105.0 million, net of tax benefits. We believe it is reasonably possible that the unrecognized tax benefits will decrease by approximately $23 million within the next twelve months as a result of not pursuing certain refund claims.

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 the IRS for years prior to 2004. In state and local jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2006. In foreign jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2005. The IRS is examining our 2004, 2005 and 2006 tax years. We expect the examination will be completed in the first quarter of 2011.

We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense recognized in each of the three months ended March 31, 2010 and 2009 was $0.6 million, net of tax benefits. The total amount of accrued interest as of March 31, 2010 and 2009 was $10.3 million and $7.9 million, respectively, net of tax benefits.

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Earnings per Share

In accordance with authoritative guidance in ASC 260-10, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities.

The following table sets forth our EPS for the three months ended March 31, 2010 and 2009:

	For the Three Months  Ended March 31,
	2010		2009
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	0.93	$	1.95
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	0.92	$	1.93

For the three months ended March 31, 2010, both basic EPS attributable to D&B common shareholders and diluted EPS attributable to D&B common shareholders decreased 52%, compared with the three months ended March 31, 2009, due to a decrease of 56% in net income primarily due to a tax benefit in the prior year quarter derived from our worldwide legal entity simplification, the reduction of a deferred tax asset in the current quarter associated with our accrued liability for retiree drug subsidies attributed to recent U.S. legislation on health care and our recent strategic technology investment, partially offset by a 5% reduction in the weighted average number of basic shares outstanding resulting from our total share repurchases.

During the three months ended March 31, 2010, we repurchased 0.3 million shares of common stock for $25.0 million under our Board of Directors approved share repurchase program. In addition, we repurchased 0.5 million shares of common stock for $39.8 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.

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Segment Results

Our results are reported under the following two segments: North America and International. The 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.

North America

North America is our largest segment representing 77% of our total revenue for the three months ended March 31, 2010 as compared to 79% of our total revenue for the three months ended March 31, 2009.

North America represented 77% of our core revenue for the three months ended March 31, 2010 as compared to 81% of our core revenue for the three months ended March 31, 2009.

There were no divestitures within this segment during the three months ended March 31, 2010 and 2009. The following table presents our North America total and core revenue by customer solution set and North America operating income for the three months ended March 31, 2010 and 2009:

	For the Three Months  Ended March 31,
	2010		2009
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	193.3	$	207.4
Sales & Marketing Solutions		84.0		84.2
Internet Solutions		27.6		29.6
North America Total and Core Revenue	$	304.9	$	321.2
Operating Income	$	105.3	$	123.2

North America Overview

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

North America total and core revenue decreased $16.3 million, or 5% (6% decrease before the effect of foreign exchange), for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

North America Customer Solution Sets

On a customer solution set basis, the $16.3 million decrease in core revenue for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009, reflects:

Risk Management Solutions

• A decrease in Risk Management Solutions of $14.1 million, or 7% (both before and after the effect of foreign exchange).

For the three months ended March 31, 2010, Traditional Risk Management Solutions, which accounted for 73% of total North America Risk Management Solutions, decreased 8% (9% decrease before the effect of foreign exchange). The decrease was primarily due to:

• Lower purchases of our traditional products due to economic and budgetary pressures experienced by our customers; and

• Lower demand in 2009 in our ratable subscription products which impacted our first quarter 2010 results;

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partially offset by:

• Growth in our subscription plans in our first quarter 2010 due to: a) continued high retention and increased dollar spend per customer resulting from an increased emphasis on our value proposition; and b) higher purchases from our existing customers due to a conversion from our legacy products to subscription plans, 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. We continue to see high single digit price lifts when existing customers renew and double digit price lifts when customers convert to DNBi. However, with more than half of our Risk Management Solutions revenue derived from DNBi, we have a smaller base available for conversion for the future.

For the three months ended March 31, 2010, Value-Added Risk Management Solutions, which accounted for 20% of total North America Risk Management Solutions, decreased 5% (both before and after the effect of foreign exchange). The decrease was primarily due to:

• A shift in timing of renewals primarily into prior year periods; and

• A decrease in revenue due to loss of a customer contract;

partially offset by:

• Higher purchases from existing customers of new modules enabled by our DNBi platform.

For the three months ended March 31, 2010, Supply Management Solutions, which accounted for 7% of total North America Risk Management Solutions, increased 3% (both before and after the effect of foreign exchange), on a small base.

Sales & Marketing Solutions

• A decrease in Sales & Marketing Solutions of $0.2 million, or less than 1% (1% decrease before the effect of foreign exchange).

For the three months ended March 31, 2010, Traditional Sales & Marketing Solutions, which accounted for 34% of total North America Sales & Marketing Solutions, decreased 9% (both before and after the effect of foreign exchange). The decrease was primarily due to:

• Lower purchases of our legacy products from our customers due to a weak economy;

• Lower purchases of our legacy products from our customers due to budgetary pressures. These budgetary pressures have caused our customers to shift from direct mail activities to digital marketing to reduce costs; and

• A shift in timing of renewals primarily into prior year periods;

partially offset by:

• Increased revenue associated with our acquisition of QED completed during the first quarter of 2009, which contributed four points of growth.

For the three months ended March 31, 2010, Value-Added Sales & Marketing Solutions, which accounted for 66% of total North America Sales & Marketing Solutions, increased 4% (both before and after the effect of foreign exchange). The increase was primarily due to:

• Increased purchases of our products from our existing customers. We continue to have consistent customer retention and the dollar spend per customer has increased;

partially offset by:

• A shift in timing of renewals primarily into prior year periods.

Internet Solutions

• A decrease in Internet Solutions of $2.0 million, or 7% (both before and after the effect of foreign exchange), as a result of a decline in renewal sales in 2009 of our subscription plans and a decline in advertising revenue.

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The lower demand we experienced in North America in 2009 will impact our 2010 financial results. Our first quarter revenue decline for North America was similar to the fourth quarter 2009. However, we expect a gradual recovery as 2010 unfolds. For 2010, we expect revenue in North America to be slightly better than 2009. We expect to show a gradual improvement in trends over the course of the year as a result of:

1) Improving upfront customer commitment trends;

2) Greater sales force effectiveness and new customer acquisition due to our reorganization of our North America sales organization; and

3) The benefit of our 2009 product investments.

As expected, our Risk Management Solutions revenue results in the first quarter of 2010 experienced the impact of lower 2009 up-front demand for our subscription products. Specifically, the Risk Management Solutions rate of decline was slightly worse in the first quarter of 2010 than it was in the fourth quarter of 2009. We expect gradual improvement over the second half of 2010.

In addition, since our Internet Solutions business is primarily a subscription business, the results reflect our weak up-front demand in sales in 2009. We expect improvements in the latter part of the year as we anniversary the lower up-front demand from 2009 and benefit from our product and technology investments.

North America Operating Income

North America operating income for the three months ended March 31, 2010 was $105.3 million, compared to $123.2 million for the three months ended March 31, 2009, a decrease of $17.9 million, or 15%. The decrease in operating income was primarily attributable to:

• A decrease in North America revenue; and

• Increased costs associated with our investments;

partially offset by:

• Lower costs as a result of our reengineering efforts and decreased variable expenses (e.g., commissions).

International

International represented 23% of our total revenue for the three months ended March 31, 2010 as compared to 21% of our total revenue for the three months ended March 31, 2009.

On May 29, 2009, we completed the sale of substantially all the assets and liabilities of the domestic portion of our Italian operations. This sale has been classified as a “Divestiture.” See Note 13 to our unaudited consolidated financial statements included in Item 8. of this Quarterly Report on Form 10-Q for further detail. Our divested business contributed 3% of our total revenue for the three months ended March 31, 2009.

International represented 23% of our core revenue for the three months ended March 31, 2010, as compared to 19% of our core revenue for the three months ended March 31, 2009.

The following table presents our International revenue by customer solution set and International operating income for the three months ended March 31, 2010 and 2009.

Additionally, this table reconciles the non-GAAP measure of core revenue to the GAAP measure of total revenue by customer solution set.

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	For the Three Months Ended March 31,
	2010		2009
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	68.0	$	58.0
Sales & Marketing Solutions		23.5		17.2
Internet Solutions		0.8		0.7
International Core Revenue		92.3		75.9
Divested Businesses		—		10.3
International Total Revenue	$	92.3	$	86.2
Operating Income	$	13.4	$	11.6

International Overview

Three Months Ended March 31, 2010 vs. Three Months Ended March 31, 2009

International total revenue increased $6.1 million, or 7% (1% increase before the effect of foreign exchange), for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009, reflecting an increase of $16.4 million, or 22% (15% increase before the effect of foreign exchange), in core revenue. Our divestiture of the domestic portion of our Italian operations in the second quarter of 2009 accounted for $10.3 million in revenue for the three months ended March 31, 2009. The increase in core revenue was primarily due to:

• Increased revenue as a result of the acquisition of ICC completed in the third quarter of 2009 and our consolidation of our majority owned joint venture in RoadWay in China completed in the third quarter of 2009, which in the aggregate, contributed nine points of growth;

• The positive impact of foreign exchange; and

• Increased revenue from a) providing increased cross-border data to members of our D&B Worldwide Network attributable to fulfillment services and product usage; b) our commercial agreement to provide global data entered into in connection with our divestiture of the domestic portion of our Italian operations; and c) our focus on investments in data quality.

International Customer Solution Sets

On a customer solution set basis, the $16.4 million increase in International core revenue for the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, reflects:

Risk Management Solutions

• An increase in Risk Management Solutions of $10.0 million, or 17% (11% increase before the effect of foreign exchange).

For the three months ended March 31, 2010, Traditional Risk Management Solutions, which accounted for 83% of International Risk Management Solutions, increased 16% (9% increase before the effect of foreign exchange). The increase in Traditional Risk Management solutions was primarily due to:

• Increased revenue as a result of the acquisition of ICC completed in the third quarter of 2009, which contributed seven points of growth;

• The positive impact of foreign exchange; and

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• Increased revenue from a) providing cross-border data to members of our D&B Worldwide Network attributable to fulfillment services and product usage; and b) our commercial agreement to provide global data entered into in connection with our divestiture of the domestic portion of our Italian operations.

For the three months ended March 31, 2010, Value-Added Risk Management Solutions, which accounted for 16% of International Risk Management Solutions, increased 24% (16% increase before the effect of foreign exchange) primarily due to increased revenue from members of our D&B Worldwide Network, primarily related to our commercial agreement to provide global data entered into in connection with our divestiture of the domestic portion of our Italian operations.

For the three months ended March 31, 2010, Supply Management Solutions, which accounted for 1% of International Risk Management Solutions, increased 37% (27% increase before the effect of foreign exchange) on a small base.

Sales & Marketing Solutions

• An increase in Sales & Marketing Solutions of $6.3 million, or 38% (31% increase before the effect of foreign exchange).

For the three months ended March 31, 2010, Traditional Sales & Marketing Solutions, which accounted for 57% of International Sales & Marketing Solutions, increased 63% (55% increase before the effect of foreign exchange). This increase was primarily due to increased revenue as a result of our consolidation of our majority owned joint venture in RoadWay in China completed in the third quarter of 2009, which contributed thirty-four points of growth, and increased purchases from existing customers in certain of our markets.

For the three months ended March 31, 2010, Value-Added Sales & Marketing Solutions, which accounted for 43% of International Sales & Marketing Solutions, increased 14% (8% increase before the effect of foreign exchange). The increase was primarily due to a shift in timing of renewals from the second quarter of 2010 into the first quarter of 2010.

Internet Solutions

• An increase in Internet Solutions of $0.1 million, or 15% (4% increase before the effect of foreign exchange), on a small base.

International Operating Income

International operating income for the three months ended March 31, 2010 was $13.4 million, compared to $11.6 million for the three months ended March 31, 2009, an increase of $1.8 million, or 15%, primarily due to:

• An increase in core revenue;

• Lower costs as a result of our divestiture of the domestic portion of our Italian operations; and

• Lower costs as a result of our reengineering efforts;

partially offset by:

• Higher variable selling expenses related to a) increased revenue (e.g., commissions, bonus, etc.); b) our consolidation of our majority owned joint venture in RoadWay in China completed in the third quarter of 2009; and c) the acquisition of ICC completed in the third quarter of 2009; and

• Increased data acquisition costs and fulfillment costs primarily associated with our consolidation of our majority owned joint venture in RoadWay in China completed in the third quarter of 2009 and our acquisition of ICC completed in the third quarter of 2009.

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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,” “commits,” “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 third-party members in our D&B Worldwide Network, and third parties with whom we have outsourcing arrangements;

• Our ability to implement and derive the benefits of our strategic technology investment program announced in February 2010;

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

• Our solutions and brand image are dependent upon the integrity and security 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 our data centers;

• Our ability to maintain the integrity of our brand and reputation, which we believe are key assets and competitive advantages;

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

• As a result of the macro-economic challenges currently affecting the global economy, our customers or vendors may experience cash flow problems. This may cause our customers to delay, cancel or significantly decrease their purchases from us and impact their ability to pay amounts owed to us. In addition, our vendors may substantially increase their prices without notice. Such behavior may adversely affect our earnings and cash flow. In addition, if economic conditions in the United States and other key markets deteriorate further or do not show improvement, we may experience material adverse impacts to our business, operating results, and/or access to credit markets;

• 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;

• Our ability to introduce new solutions or services, including in a seamless way and without disruption to existing solutions such as DNBi;

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

• The continued adherence by third-party members of our D&B Worldwide Network to our quality standards, our brand and communication standards and to the terms and conditions of our commercial services arrangements;

• Our future success requires that we attract and retain qualified personnel, including members of our sales force and technology teams, in regions throughout the world;

• The profitability of our International segment depends on our ability to identify and execute on various initiatives, such as the continued 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 successfully implement our growth strategy requires that we successfully reduce our expense base through our Financial Flexibility initiatives, and reallocate certain of the expense-base reductions into initiatives that produce desired revenue growth;

• 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;

• 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; and

• Our projection for free cash flow 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 throughout this document and 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. 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 Item 1A. of our Annual Report on Form 10-K 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.

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Liquidity and Financial Position

In connection with our commitment to delivering Total Shareholder Return, 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 growth;

• Second, investing in acquisitions that we believe will be value-accretive 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 available financing arrangements, is sufficient to meet our short-term needs (twelve months or less), including 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 focus on Total Shareholder Return. 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 credit facility, when needed.

We have $300 million of senior notes maturing on March 15, 2011 and intend to refinance the notes. While we believe we will be able to refinance the notes, we also have the ability to retire the notes as they come due based on available borrowing capacity under our credit facility, future cash provided by operations, and current cash balances.

The unprecedented disruption in the current economic environment has had a significant adverse impact on a number of commercial and financial institutions. Our liquidity has not been impacted by the current credit environment and management does not expect that it will be materially impacted in the near-future. Management continues to closely monitor our liquidity, the credit markets and our financial counterparties. However, management cannot predict with any certainty the impact to us of any further disruption in the credit environment.

Cash Provided by Operating Activities

Net cash provided by operating activities was $128.5 million and $122.9 million for the three months ended March 31, 2010 and 2009, respectively. The $5.6 million increase was primarily driven by:

• A decrease in tax payments;

partially offset by:

• Decreased net income of our underlying business excluding the impact of non-cash gains and losses.

Cash Used in Investing Activities

Net cash used in investing activities was $27.6 million for the three months ended March 31, 2010, as compared to net cash used in investing activities of $51.3 million for the three months ended March 31, 2009. The $23.7 million change primarily reflects the following activities:

• During the three months ended March 31, 2009, we spent $30.5 million, net of cash acquired, primarily due to the acquisition of QED;

partially offset by:

• Cash settlements of our foreign currency contracts for our hedged transactions resulted in $7.8 million of cash outflow for the three months ended March 31, 2010 as compared to $0.6 million cash outflow during the three months ended March 31, 2009.

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Cash Used in Financing Activities

Net cash used in financing activities was $92.7 million and $52.8 million for the three months ended March 31, 2010 and 2009, respectively. As set forth below, this $39.9 million increase primarily relates to an increase in share repurchases and stock-based programs partially offset by reduction in borrowings in contractual obligations.

Share Repurchases

During the three months ended March 31, 2010, we repurchased 0.8 million shares of common stock for $64.8 million. The share repurchases are comprised of the following programs:

• In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of our then existing $400 million, two-year repurchase program. We repurchased 0.3 million shares of common stock for $25.0 million under this repurchase program during the three months ended March 31, 2010. We anticipate that this program will be completed by December 2011.

• 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. We repurchased 0.5 million shares of common stock for $39.8 million under this program during the three months ended March 31, 2010. This program expires in August 2010.

During the three months ended March 31, 2009, we repurchased 0.6 million shares of common stock for $42.1 million. The share repurchases are comprised of the following programs:

• In December 2007, our Board of Directors approved a $400 million, two-year share repurchase program, which commenced in February 2008. We repurchased 0.2 million shares of common stock for $15.0 million under this share repurchase program during the three months ended March 31, 2009; and

• 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. We repurchased 0.4 million shares of common stock for $27.1 million under this program during the three months ended March 31, 2009. This repurchase program expires in August 2010.

Stock-based Programs

For the three months ended March 31, 2010, net proceeds from stock-based awards were $0.4 million as compared to $8.7 million for the three months ended March 31, 2009. The decrease was attributed to a decrease in the volume of stock option exercises during the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Contractual Obligations

Debt

In April 2008, we issued notes with a face value of $400 million that mature on April 1, 2013, bearing interest at a fixed annual rate of 6.00%, payable semi-annually. The proceeds from this issuance were used to repay indebtedness under our credit facility.

On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. 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 the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million at the date of termination. The payments are recorded in AOCI, and are being amortized over the life of the 2013 notes.

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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 senior notes, bearing interest at a fixed annual rate of 6.625% which matured on March 15, 2006.

On February 10, 2006 and September 30, 2005, we entered into interest rate derivative transactions with aggregate notional amounts of $100 million and $200 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 issuance of the 2011 notes. These transactions were accounted for as cash flow hedges. Changes in fair value of the hedges that took place through the date of the issuance of the 2011 notes were recorded in AOCI. These interest rate derivative transactions were executed in connection with the issuance of the 2011 notes, resulting in proceeds of $5.0 million at the date of termination. The proceeds are recorded in AOCI and are being amortized over the life of the 2011 notes.

Credit Facility

At December 31, 2007, we had a $500 million, five-year bank revolving credit facility, which expires in April 2012. Borrowings under the $500 million credit facility are available at prevailing short-term interest rates. On January 25, 2008, we exercised a $150 million expansion feature on our $500 million credit facility expanding the total facility to $650 million. We had $247.3 million and $199.0 million of borrowings outstanding under the $650 million credit facility at March 31, 2010 and 2009, respectively. We borrowed under these facilities from time-to-time during the three months ended March 31, 2010 to fund our share repurchases and working capital needs.

Future Liquidity—Sources and Uses of Funds

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 four-year, five million share repurchase program. During the three months ended March 31, 2010, we repurchased 0.5 million shares of common stock for $39.8 million under this program with 0.3 million shares remaining to be repurchased. This program expires in August 2010.

In February 2009, our Board of Directors approved a $200 million share repurchase program which commenced in December 2009. During the three months ended March 31, 2010, we repurchased 0.3 million shares of common stock for $25.0 million under this program with $152.3 million remaining under this program. We anticipate that this program will be completed by December 2011.

In May 2010, our Board of Directors approved the declaration of a dividend of $0.35 per share for the second quarter of 2010. This cash dividend will be payable on June 16, 2010 to shareholders of record at the close of business on May 28, 2010.

In May 2010, our Board of Directors approved a new four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This new program will begin at the completion of our existing four-year, five million share repurchase program.

Strategic Technology Investment Program

On February 4, 2010, we announced a strategic technology investment program which we believe will strengthen our leading position in commercial data and improve our current technology platform to meet emerging needs of customers. We anticipate spending approximately $110 million to $130 million over approximately the next two years to complete the program, with approximately $45 million to $55 million of the spend occurring in 2010. Approximately 60% of the spend will be recognized as an increase to expenses and the remainder as capital expenditures.

Debt

We have $300 million of senior notes maturing on March 15, 2011 and intend to refinance the notes. While we believe we will be able to refinance the notes, we also have the ability to retire the notes as they come due based on available borrowing capacity under our credit facility, future cash provided by operations, and current cash balances.

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Spin-off Obligation

As part of our spin-off from Moody’s/The Dun & Bradstreet Corporation (“D&B2”) in 2000, Moody’s/D&B2 and D&B entered into a Tax Allocation Agreement (“TAA”). Under the TAA, Moody’s/D&B2 and D&B agreed that Moody’s/D&B2 would be entitled to deduct the compensation expense associated with the exercise of Moody’s stock options (including Moody’s stock 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 stock 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 exercising the stock options. The TAA provides, however, that if the Internal Revenue Service (“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 other party for the tax benefit it has realized, in order to compensate the other party for its loss of such deduction. In 2002 and 2003, the IRS issued rulings that appear to provide that, under the circumstances applicable to Moody’s/D&B2 and D&B, the compensation expense deduction belongs to the employer of the option grantee and not to the issuer of the option (e.g., D&B would be entitled to deduct the compensation expense associated with D&B employees exercising Moody’s/D&B2 options and Moody’s/D&B2 would be entitled to deduct the compensation expense associated with Moody’s/D&B2 employees exercising D&B options). We have filed tax returns for 2001 through 2008, and made estimated tax deposits for 2009 and 2010, consistent with the IRS’ rulings. Under the TAA, we may be required to reimburse Moody’s/D&B2 for the loss of compensation expense deductions relating to tax years 2003 to the first quarter of 2010 of approximately $21.6 million in the aggregate for such years, which amounts principally relate to the years 2006-2010. In 2005 and 2006, we paid Moody’s/D&B2 approximately $30.1 million in the aggregate under the TAA. We have not made any payments to Moody’s/D&B2 since the first quarter of 2006. 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.

Potential Payments in Legal Matters

We and our predecessors are involved in certain 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 Note 7 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q. We believe we have adequate reserves recorded in our consolidated financial statements for our current exposures in these matters, where applicable, as described herein.

Unrecognized Tax Benefits

In addition to our contractual cash obligations as set forth in our Annual Report on Form 10-K for the year ending December 31, 2009, we have a total amount of unrecognized tax benefits of $135.4 million as of March 31, 2010. Although we do not anticipate payments within the next twelve months for these matters, these could require the aggregate use of cash totaling approximately $127.7 million.

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, 2009.

Fair Value Measurements

As described in Note 12 to our unaudited consolidated financial statements included in Part I. Item I. of this Quarterly Report on Form 10-Q, effective January 1, 2008, we adopted the authoritative guidance for fair value measurements in ASC 820-10, “Fair Value Measurements and Disclosures,” which has been applied prospectively beginning January 1, 2008 for all financial assets and liabilities recognized in the consolidated financial statements at fair value. The authoritative guidance defines fair value, establishes a framework for measuring fair value under GAAP and expands fair value measurement disclosures. The guidance also allowed for a one-year delay of the effective date for fair value measurements for all non-financial assets and liabilities, except for those that are recognized or disclosed at fair value in the financial statements on a recurring basis. We delayed the effective date and applied the measurement provisions for all non-financial assets and liabilities that are recognized at fair value in the consolidated financial statements on a non-recurring basis until January 1, 2009. Our non-recurring non-financial assets and liabilities include long-lived assets held and used, goodwill and intangible assets. These assets are recognized at fair value when they are deemed to be impaired. As of March 31, 2010, we did not have any unobservable (Level III) inputs in determining fair value for our assets and liabilities measured at fair value on a recurring basis other than our real estate funds.

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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. As of March 31, 2010, no material change had occurred in our market risks, compared with the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2009 included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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 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, 2010, 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 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is included in “Part I — Item 1. — 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, 2010, of shares of equity that are registered by the Company pursuant to Section 12 of the Exchange Act.

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, 2010	0.2	$	83.39	0.2	—	$	—
February 1 - 28, 2010	0.4	$	77.17	0.4	—	$	—
March 1 - 31, 2010	0.2	$	70.08	0.2	—	$	—
	0.8	$	77.04	0.8	0.3	$	152.3

(a) During the three months ended March 31, 2010 we repurchased 0.5 million shares of common stock for $39.8 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 4.7 million shares have been repurchased as of March 31, 2010.

(b) During the three months ended March 31, 2010, we repurchased 0.3 million shares of common stock for $25.0 million related to a previously announced $200 million share repurchase program approved by our Board of Directors in February 2009. We anticipate that this program will be completed by December 2011.

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Item 6. Exhibits

Exhibit 10.1†	Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan.
Exhibit 10.2†	Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan.
Exhibit 10.3†	Forms of Change in Control Severance Agreements.
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.

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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 10, 2010

By:	/s/ Anthony Pietrontone Jr.
	Anthony Pietrontone Jr.
	Principal Accounting Officer and Corporate Controller

Date: May 10, 2010

EX-10.1

Exhibit 10.1

THE DUN & BRADSTREET CORPORATION

2009 STOCK INCENTIVE PLAN

STOCK OPTION AWARD

([DATE])

This STOCK OPTION AWARD (this “Award”) is being granted to «Fname» «Lname» (the “Participant”) as of this              day of             , 2010 (the “Grant Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an “Option”) to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of «Options» shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price per Share of «$ Grant Price», which is the Fair Market Value per Share on the Grant Date (the “Option Price”). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code.

2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the “Expiration Date”) and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award.

3. Vesting. Except as otherwise provided herein, this Option shall vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date (i.e., 25% on each anniversary) and shall be exercisable only to the extent that it has vested. Except as provided in Section 4(b), this Option shall cease to vest upon the Participant’s termination of active employment, and may be exercised after the Participant’s date of termination only as set forth below.

4. Termination of Employment.

(a) Vesting and Exercisability Upon Termination of Employment by Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates by reason of death or Disability on or after the first anniversary of the Grant Date, (i) the unvested portion of such Option shall immediately vest in full and (ii) such portion may thereafter be exercised during the shorter of (A) the remaining term of the Option or (B) five years after the date of termination.

(b) Vesting and Exercisability Upon Termination of Employment by Retirement. If the Participant’s employment with the Company and its Affiliates terminates by reason of Retirement on or after the first anniversary of the Grant Date, the unvested portion of the Option shall continue to vest (to the extent that it is not yet vested) and may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the “Post- Retirement Exercise Period”);

provided, however, that if the Participant dies within the Post-Retirement Exercise Period, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of employment or (B) one year after the date of death (the “Special Exercise Period”), including any vesting that occurs during the Special Exercise Period.

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or Retirement on or after the first anniversary of the Grant Date) or (ii) for any reason prior to the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the period ending 90 days after the date of such termination of employment, but only to the extent such Option was vested at the time of such termination of employment.

5. Manner of Exercise.

(a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company.

(b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company’s insider trading policy.

6. Tax Withholding.

(a) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. The Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to issue and deliver the Shares that the Participant shall pay or make adequate

arrangements satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to withhold all applicable Tax-Related Items by one or a combination of the following: (1) withholding from a payment of cash or check from the Participant, (2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (3) from proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), or (4) withholding from Shares to be issued upon exercise of the Option.

(c) To avoid negative accounting treatment, the Company or the Employer may withhold or account for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) by considering applicable minimum statutory withholding amounts or other applicable withholding rates.

(d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section.

7. Nontransferability of Option. This Option shall not be transferable by the Participant otherwise than by Beneficiary Designation, by will, by the laws of descent and distribution or pursuant to a domestic relations order. Except with respect to a transfer pursuant to a domestic relations order, during the lifetime of the Participant this Option may only be exercised by the Participant.

8. Change in Control. If there is a Change in Control of the Company, the unvested portion of the Option shall become fully vested and exercisable as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Grant Date until the date of the Change in Control.

9. Change in Capital Structure. The terms of this Option, including the number of Shares subject to this Option, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

10. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such Participant or Permitted Transferee shall become the holder of record thereof.

11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

13. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this Option award shall not entitle the Participant to participate with respect to any other award. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of determining the Participant’s termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits, except to the extent required under applicable law.

14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

15. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

16. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan.

17. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby

consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.

18. Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

19. Governing Law.

(a) The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

(b) Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.

(c) Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Leader, Winning Culture

EX-10.2

Exhibit 10.2

THE DUN & BRADSTREET CORPORATION

2009 STOCK INCENTIVE PLAN

INTERNATIONAL STOCK OPTION AWARD

([DATE])

This STOCK OPTION AWARD (this “Award”) is being granted to «Fname» «Lname» (the “Participant”) as of this              day of             , 2010 (the “Grant Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an “Option”) to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of «Options» shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price per Share of «$ Grant Price», which is the Fair Market Value per Share on the Grant Date (the “Option Price”). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code.

2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the “Expiration Date”) and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award.

3. Vesting. Except as otherwise provided herein, this Option shall vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date (i.e., 25% on each anniversary) and shall be exercisable only to the extent that it has vested. Except as provided in Section 4(b), this Option shall cease to vest upon the Participant’s termination of active employment, and may be exercised after the Participant’s date of termination only as set forth below.

4. Termination of Employment.

(a) Vesting and Exercisability Upon Termination of Employment by Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates by reason of death or Disability on or after the first anniversary of the Grant Date, (i) the unvested portion of such Option shall immediately vest in full and (ii) such portion may thereafter be exercised during the shorter of (A) the remaining term of the Option or (B) five years after the date of termination.

(b) Vesting and Exercisability Upon Termination of Employment by Retirement. If the Participant’s employment with the Company and its Affiliates terminates by reason of Retirement on or after the first anniversary of the Grant Date, the unvested portion of the Option shall continue to vest (to the extent that it is not yet vested) and may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the “Post-Retirement Exercise Period”);

provided, however, that if the Participant dies within the Post-Retirement Exercise Period, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of employment or (B) one year after the date of death (the “Special Exercise Period”), including any vesting that occurs during the Special Exercise Period.

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or Retirement on or after the first anniversary of the Grant Date) or (ii) for any reason prior to the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the period ending 90 days after the date of such termination of employment, but only to the extent such Option was vested at the time of such termination of employment.

5. Manner of Exercise.

(a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company.

(b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company’s insider trading policy.

6. Tax Withholding.

(a) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. The Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to issue and deliver the Shares that the Participant shall pay or make adequate

arrangements satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to withhold all applicable Tax-Related Items by one or a combination of the following: (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (2) withholding from proceeds of the sale of the Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or (3) withholding from Shares to be issued upon exercise of the Option.

(c) To avoid negative accounting treatment, the Company and/or the Employer may withhold or account for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares for tax purposes, the Participant is deemed to have been issued the full number of Shares that become vested, notwithstanding that a number of Shares are held back solely for the purpose of paying the Option Price and/or the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section.

7. Nontransferability of Option. This Option shall not be transferable by the Participant otherwise than by will, by the laws of descent and distribution and, during the lifetime of the Participant this Option may only be exercised by the Participant.

8. Change in Control. If there is a Change in Control of the Company, the unvested portion of the Option shall become fully vested and exercisable as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Grant Date until the date of the Change in Control.

9. Change in Capital Structure. The terms of this Option, including the number of Shares subject to this Option, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

10. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such Participant or Permitted Transferee shall become the holder of record thereof.

11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award (including the appendix) constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

13. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this Award shall not entitle the Participant to participate with respect to any other award in the future or benefits in lieu of Options, even if Options have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonus, long-term service awards, retirement, pension payment, welfare benefits, or any other employee benefits. In no event should this Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor is this Award or the underlying Shares intended to replace any pension rights or compensation. All decisions with respect to future Options, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the Award will not be interpreted to form an employment contract or relationship with the Company or any Affiliate of the Company. The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not increase in value, the Options will have no value. If the Participant exercises the Participant’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Option Price. In consideration of the grant of Options, no claim or entitlement to compensation or damages shall arise from termination of the vesting of the Option or cancellation of the Option following termination of the Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a

court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim. In the event of involuntary termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive Options and vest in Options under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Participant’s right to exercise the Options after termination of employment, if any, will be measured by the date of termination of the Participant’s active employment and will not be extended by any notice period mandated under local law. The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s Option or any other Participant benefits, except to the extent required under applicable law.

14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

15. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Option by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired upon exercise of the Option. The Participant understands that Data will be

held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

16. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

17. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan.

18. Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.

20. Appendix. Notwithstanding any provisions in this Award, the Option shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Option.

21. Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

22. Governing Law.

(a) The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

(b) Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.

(c) Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Leader, Winning Culture

APPENDIX

THE DUN & BRADSTREET CORPORATION

2009 STOCK INCENTIVE PLAN

INTERNATIONAL STOCK OPTION AWARD

This Appendix includes additional terms and conditions that govern the Options granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award and the Plan.

This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant exercises the Option and purchases Shares, or when the Participant subsequently sells the Shares purchased under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working or transfers employment after the Grant Date, the information contained herein may not be applicable to the Participant.

BELGIUM

Terms and Conditions

Tax Considerations. If the Option is accepted in writing within 60 days of the offer date, the Option will be subject to taxation on the 60th day following the offer date of the Option. If the Participant does not accept the Option in writing within 60 days of the offer, he or she will likely be taxed at exercise. Please refer to the Belgium Offer Letter that the Participant will receive along with his or her grant for a more detailed description of the tax consequences of choosing to accept the Option within 60 days of the offer date. The Participant should consult his or her personal tax advisor regarding the tax consequences and completion of the additional forms.

Termination of Employment. These provisions replace Section 4(b)-(c) of the Award:

(b) Vesting and Exercisability Upon Termination of Employment by Retirement. If the Participant’s employment with the Company and its Affiliates terminates by reason of retirement (meaning the employee meets the definition of “Retirement” set forth in the Plan and is eligible for and will receive pension benefits directly following the termination date of his or her employment contract)), on or after the first anniversary of the Grant Date, the unvested portion of the Option shall continue to vest (to the extent not vested) and may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the “Post-Retirement Exercise Period”), but only to the extent such Option was vested (including any vesting that occurs during the Post-Retirement Exercise Period) at the time the Option is exercised; provided, however, that if the Participant dies within the Post-Retirement Exercise Period, the unexercised portion of the Option may thereafter [continue to vest and] be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of active employment or (B) one year after the date of death (the “Special Exercise Period”), but only to the extent such Option was vested (including any vesting that occurs during the Special Exercise Period) at the time the Option is exercised.

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or retirement (as defined in Section 4(b) above) after the first anniversary of the Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the period ending 90 days after the date of such termination of employment, but only to the extent such Option was vested at the time of such termination of active employment.

Notifications

Tax Reporting Notification. The Participant is required to report any brokerage or bank accounts opened and maintained outside Belgium on his or her annual tax returns.

CHINA

Terms and Conditions

Manner of Exercise. This provision supplements Section 5 of the Award:

Due to regulatory requirements, the Participant will be required to exercise the Option using the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the Participant agrees to instruct the broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to pay the Option Price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to the Participant. The Participant will not be permitted to hold Shares after exercise. Depending on the development of laws and status as a national of a country other than the People’s Republic of China (“PRC”), the Company reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Tax-Related Items permitted under the Plan. This restriction will only apply to PRC nationals.

Exchange Control Restrictions. The Participant understands and agrees that, due to exchange control laws in China, the Participant must immediately repatriate the proceeds from the cashless exercise to China. The Participant further understands that such repatriation of the proceeds may be effected through a special exchange control account established by the Company or an Affiliate, and the Participant hereby consents and agrees that the proceeds from the cashless exercise may be transferred to such special account prior to being delivered to the Participant. The Company is under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the sale proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. This restriction will only apply to PRC nationals.

FRANCE

Terms and Conditions

Language Consent

By accepting the Option, Participant confirms having read and understood the Plan and the Award, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly.

En acceptant cette Option, le Participant confirme avoir lu et compris le Plan et l’accord, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.

Notifications

Exchange Control Information. The Participant must comply with the exchange control regulations in France. The Participant may hold stock outside France, provided the Participant declares any bank or stock account opened, held or closed abroad to the French tax authorities on an annual basis. Furthermore, the Participant must declare to the customs and excise authorities any cash or securities the Participant imports or exports without the use of a financial institution when the value of the cash or securities exceeds €10,000 outside of the European Union.

HONG KONG

Terms and Conditions

WARNING: This offer of Options and the Shares to be issued upon exercise of the Options do not constitute a public offer of securities under Hong Kong law and are available only to employees of the Company or its Affiliates. The contents of the Award, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Options and the Shares to be issued upon exercise of the Options are intended only for the personal use of each eligible employee of the Employer, the Company, or its Affiliate and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Award, including this Appendix, or the Plan, the Participant should obtain independent professional advice.

Privileges of Stock Ownership. This provision supplements Section 10 of the Award:

To facilitate compliance with securities laws in Hong Kong, the Participant agrees not to sell or transfer the Shares issued upon exercise of the Options within six months of the Grant Date.

Notifications

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

ITALY

Terms and Conditions

Cashless Exercise Restriction. Due to regulatory requirements in Italy, the Participant will be required to exercise the Option using the cashless sell-all exercise method pursuant to which all Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds of sale, less the Option Price, any Tax-Related Items and broker’s fees or commissions, will be remitted to the Participant. The Company reserves the right to provide additional methods of exercise depending on the development of local law.

Data Privacy Consent. This consent replaces Section 15 of the Award:

The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of the Participant’s personal data as described in this section of this Appendix by and among, as applicable, the Employer, the Company and its Affiliate for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan.

The Participant understands that the Employer, the Company and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or Affiliate, details of all Options, or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, managing and administering the Plan (“Data”).

The Participant also understands that providing the Company with Data is necessary for the performance of the Plan and that the Participant’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. The Controller of personal data processing is The Dun & Bradstreet Corporation with registered offices at 103 JFK Parkway, Short Hills, New Jersey, 07078, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is D&B Italy SrL, Dun & Bradstreet SrL, and D&B Services SrL, with registered offices at Via dei Valtorta, 48, 20127 Milano, Italy.

The Participant understands that Data will not be publicized, but it may be transferred to banks, other financial institutions, or brokers involved in the management and administration of the Plan. The Participant understands that Data may also be

transferred to the independent registered public accounting firm engaged by the Company. The Participant further understands that the Company and/or any Affiliate will transfer Data among themselves as necessary for the purpose of implementing, administering and managing the Participant’s participation in the Plan, and that the Company or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom the Participant may elect to deposit any Shares acquired at exercise of the Options. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that these recipients may be located in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, the Participant has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

Furthermore, the Participant is aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s local human resources representative.

Terms of Grant. By accepting the Option, the Participant acknowledges that (1) the Participant has received a copy of the Plan and the Award (including this Appendix); (2) the Participant has reviewed those documents in their entirety and fully understands the contents thereof; and (3) the Participant accepts all provisions of the Plan, the Notice of Grant, the Award and this Appendix. The Participant further acknowledges that the Participant has read and specifically and expressly approves, without limitation, the following sections of the Award: Section 6, “Tax Withholding”; Section 13, “No Rights to Continued Employment”; Section 15, “Data Privacy” as replaced by the above consent; Section 18, “Language”; and Section 22, “Governing Law.”

Termination of Employment. These provisions replace Section 4(b)-(c) of the Award:

(b) Vesting and Exercisability Upon Termination of Employment by Retirement. If the Participant’s active employment with the Company and its Affiliates terminates by reason of or retirement (meaning the employee meets the definition of “Retirement” set forth in the Plan, qualifies for “assicurazione generale obbligatoria per la vecchiaia” following the termination date of his or her employment contract, and has provided a copy of the “pensionamento” (or application for retirement starting from the termination date if retirement has not yet been granted)), on or after the first anniversary of the Grant Date, the unvested portion of the Option shall continue to vest (to the extend not vested) and may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the “Post-Retirement Exercise Period”), but only to the extent such Option was vested (including any vesting that occurs during the Post-Retirement Exercise Period) at the time the Option is exercised; provided, however, that if the Participant dies within the Post-Retirement Exercise Period, the unexercised portion of the Option may thereafter [continue to vest and] be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of active employment or (B) one year after the date of death (the “Special Exercise Period”), but only to the extent such Option was vested (including any vesting that occurs during the Special Exercise Period) at the time the Option is exercised.

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or retirement (as defined in Section 4(b) above) after the first anniversary of the Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the period ending 90 days after the date of such termination of employment, but only to the extent such Option was vested at the time of such termination of active employment.

Notifications

Exchange Control Information. The Participant is required to report in his or her annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 (or the equivalent amount in U.S. dollars); (b) any foreign investments or investments held outside of Italy exceeding €10,000 if such investments (Options, Shares, cash) may give rise to taxable income in Italy (this will include reporting any vested Options if the value of the Option (i.e., the difference between the fair market value of the Shares underlying the vested Option at the end of the year and the exercise price) combined with other foreign assets exceeds €10,000; and (c) the amount of the transfers to and from Italy which have had an impact during the calendar year on the Participant’s foreign investments or investments held outside of Italy. The Participant may be exempt from the requirement in (a) if the transfer or investment is made through an authorized broker resident in Italy, as the broker will generally comply with the reporting obligation on his or her behalf.

JAPAN

Notifications

Exchange Control Notification. If the Participant transfers more than ¥30,000,000 in a single transaction for the purchase of Shares when the Participant exercises the Option, the Participant must file a Payment Report with the Ministry of Finance through the Bank of Japan by the 20th day of the month following the month in which the payment was made. The precise reporting requirements vary depending on whether the relevant payment is made through a bank in Japan.

NETHERLANDS

Terms and Conditions

Termination of Employment. These provisions replace Section 4(b)-(c) of the Award:

(b) Vesting and Exercisability Upon Termination of Employment by Retirement. If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to death, Disability (as defined in the Plan) or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan and is eligible to receive and will receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract), on or after the first anniversary of the Grant Date, the unvested portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the “Post-Retirement Exercise Period”), but only to the extent such Option was vested (including any vesting that occurs during the Post-Retirement Exercise Period) at the time the Option is exercised; provided, however, that if the Participant dies within the Post-Retirement Exercise Period, the unexercised portion of the Option may thereafter [continue to vest and] be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of active employment or (B) one year after the date of death (the “Special Exercise Period”), but only to the extent such Option was vested (including any vesting that occurs during the Special Exercise Period) at the time the Option is exercised.

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or retirement (as defined in Section 4(b) above) after the first anniversary of the Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the period ending 30 days after the date of such termination of employment, but only to the extent such Option was vested at the time of such termination of active employment.

Notifications

Securities Law Information. The Participant should be aware of Dutch insider trading rules which may impact the sale of Shares purchased under the Plan. In particular, the Participant may be prohibited from effecting certain share transactions if he or she has insider information regarding the Company.

It is Participant’s responsibility to comply with the following Dutch insider trading rules:

Under Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone who has “inside information” related to the Company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is knowledge of a detail concerning the issuer to which the securities relate that is not public and which, if published, would reasonably be expected to affect the stock price, regardless of the development of the price. The insider could be any employee of the Company or an Affiliate in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, certain employees of the Company or an Affiliate residing in the Netherlands (including the Participant) may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when the employee had such inside information.

SINGAPORE

Terms and Conditions

Securities Law Information. The Option is being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that such Option grant is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Option unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Cap 289, 2006 Ed.).

Notifications

Director Notification Requirement. Directors of a Singaporean Subsidiary and/or Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g., Options, Shares, etc.) in the Company or any Affiliate within two (2) days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at exercise are sold), or (iii) becoming a director.

UNITED ARAB EMIRATES

There are no country-specific provisions.

UNITED KINGDOM

Terms and Conditions

Tax Withholding. This provision supplements Section 6 of the Award:

The Participant agrees that, if the Participant does not pay or the Employer or the Company does not withhold from the Participant the full amount of Tax-Related Items that the Participant owes at exercise of the Option, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the Option (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by the Participant to the Employer, effective 90 day after the Taxable Event. The Participant agrees that the loan will bear interest at the then current rate of Her Majesty’s Revenue and Customs (“HMRC”) and will be immediately due and repayable by the Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in Shares issued upon exercise of the Option or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from the Participant. The Participant also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full.

Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and Tax-Related Items are not collected from or paid by the Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be able. The Participant acknowledges that the

Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 6 of the Award. However, the Participant is also responsible for reporting and paying any income tax and national insurance contributions due on this additional benefit directly to HMRC under the self-assessment regime.

Termination of Employment. Section 4(b) does not apply to the Participant’s in the United Kingdom and Section 4(c) is replaced with the following provision:

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death or Disability) on or after the first anniversary of the Grant Date or (ii) for any reason prior to the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the period ending 90 days after the date of such termination of employment, but only to the extent such Option was vested at the time of such termination of employment. Notwithstanding any provision in the Plan to the contrary, due to legal restrictions, if the Participant’s employment with the Company and its Affiliates terminates for reason of Retirement on or after the first anniversary of the Grant date, the vesting of the Option shall not be accelerated; however, the Participant may exercise any unexercised Option during the period ending 90 days after the date of such termination of employment to the extent such Option was vested at the time of such termination of employment.

EX-10.3

Exhibit 10.3

Form of Change in Control Agreement

[date 1]

PERSONAL AND CONFIDENTIAL

[name and address]

Dear [name]:

The Dun & Bradstreet Corporation (the “Company”) considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a “Change in Control” (as such term is defined in Section 2) may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.

In order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the “Agreement”) in the event your employment with the Company is terminated under the circumstances described below subsequent to a Change in Control. No payment shall be made pursuant to this Agreement for any purpose whatsoever except upon the occurrence of a Change in Control.

1. Term of Agreement. This Agreement shall commence on [date 1], and shall continue in effect through [date 2]; provided, however, that commencing on [date 3], and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30th of the preceding year, the Company or you shall have given notice to the other that it or you, respectively, does not wish to extend this Agreement, provided, however, that no such notice shall be effective if a Change in Control or Potential

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Change in Control shall have occurred prior to the date of such notice; and provided, further, that if a Change in Control occurs during the original or extended term of this Agreement, the remaining term of this Agreement shall be the 24-month period beginning on the date of such Change in Control.

2. Change in Control; Potential Change in Control.

(i) No benefits shall be payable hereunder unless there shall have been a Change in Control, as set forth below. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one “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”)), or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such Person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(b) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such Person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

(d) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including Persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month

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period ending on the date of the most recent acquisition by such Person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a Person, or more than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in (iii), above, immediately after the asset transfer.

(ii) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if:

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

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

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

(iii) You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (a) a date which is 180 days from the occurrence of such Potential Change in Control, (b) the termination by you of your employment by reason of Disability as defined in Subsection 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 4(iii) below.

3. Separation from Service Following Change in Control.

(i) General. If any of the events described in Section 2 constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(iii) upon the subsequent termination of your employment occurring during the twenty-four month period following such Change in Control unless such termination is (a) because of your death or Disability, (b) by the Company for Cause, or (c) by you other than for Good Reason. If your employment with the Company is terminated prior to a Change in Control at the request of a Person engaging in a

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transaction or series of transactions that would result in a Change in Control, your actual termination shall be deemed a termination occurring during the twenty-four month period following the Change in Control and covered by Section 3 of this Agreement, your Separation from Service shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. For purposes of this Agreement, “Separation from Service” shall mean “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

(ii) Disability. “Disability” shall mean your incapacity due to physical or mental illness. If you have been absent from the full-time performance of your duties with the Company for six consecutive months, and within thirty days after written notice of termination is thereafter given you shall not have returned to the full-time performance of your duties, your employment may be terminated for Disability.

(iii) Cause. Termination by the Company of your employment for “Cause” shall mean termination:

(a) upon the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection 3(iv)), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties;

(b) upon the willful engaging by you in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(c) upon your conviction of a felony.

For purposes of this Subsection, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in this Subsection and specifying the particulars thereof in detail.

(iv) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the

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occurrence after a Change in Control, without your express written consent, of any of the following circumstances unless, in the case of paragraphs (a), (e), (f), or (g), such circumstances are fully corrected within sixty days of the Company’s receipt of the Notice of Termination (as defined in Section 3(v)) given in respect thereof:

(a) the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

(b) a reduction by the Company in your annual base salary and/or target bonus and/or perquisites as in effect on the date hereof or as the same may be increased from time to time except for across-the-board perquisites reductions similarly affecting all management personnel of the Company and all management personnel of any Person in control of the Company;

(c) the relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to a location more than thirty-five miles from such location, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control; provided, however, that a relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to New York City shall not constitute “Good Reason” for purposes of this Agreement;

(d) the failure by the Company to pay to you any portion of your compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e) the failure by the Company to continue in effect any material compensation or benefit plan in which you participated immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(f) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s life insurance, medical, dental, accident, or disability plans or perquisites in which you were participating at the time of the Change in Control, the taking of any action by the Company that would directly or

[date 1]

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indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control; or

(g) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (v) hereof (and, if applicable, the requirements of Subsection (iii) hereof), which purported termination shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6. “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

4. Compensation During Disability or Upon Termination. Following a Change in Control, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, occurring during the twenty-four month period commencing on the Change in Control:

(i) During any period that you fail to perform your full-time duties with the Company as a result of a Disability, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company’s disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

[date 1]

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(iii) If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, you shall be entitled to the benefits provided below:

(a) the Company shall pay to you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

(b) the Company shall pay as severance pay to you, at the time specified in Subsection (v), a lump sum cash severance payment (in addition to the payments provided in paragraphs (c), (d), (e), (f), (g), and (h) below) equal to (1) 300% of the greater of (A) your annual base salary in effect on the date of your Separation from Service or (B) your annual base salary in effect immediately prior to the Change in Control, and (2) 300% of your target bonus with respect to the year in which the Change in Control occurs. Your annual base salary and target bonus (as taken into account under the first half of this Subsection (iii)(b)) shall count for three years additional credited service and be included in final average earnings calculations for participants in the Company's Executive Retirement Plan and any successor or substitute plans thereto;

(c) in lieu of shares of common stock of the Company (“Common Shares”) issuable upon exercise of outstanding options (“Options”) and stock appreciation rights (“SARs”), if any, granted to you under the Company's stock incentive plans (which Options and SARs shall be cancelled upon the making of the payment referred to below), the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the excess of the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) over the per share option price of each Option or SAR held by you (whether or not then fully exercisable), and (2) the number of Common Shares covered by each such Option or SAR;

(d) in lieu of Common Shares issuable upon the lapse of restrictions, if any, granted to you under the Company's stock incentive plans or any successor or substitute plan(s) thereto, the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) or the highest per share price for Common Shares actually paid in connection with any Change in Control, whichever is greater (such price, the “Price”), and (2) the number of Common Shares granted to you subject to such restrictions;

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(e)(1) in lieu of amounts that may otherwise be payable to you in equity at the end of a performance period in progress as of your termination, you shall receive, at the time specified in Subsection (v), a lump sum cash payment equal to the amount you would have been paid at a 100% target valuation, and (2) all stock-based awards granted to you under the Company’s stock incentive plans, other than those referred to in Section 4(iii)(c) or 4(iii)(d), above, whether or not vested, shall be cancelled, and you shall receive a lump sum cash payment equal to the product of (A) the number of shares subject to such cancelled awards and (B) the Price;

(f) the Company shall reimburse you for outplacement counseling and job search activities in an amount no greater than the lesser of 20% of your annual salary and target bonus as in effect on the date of your Separation from Service or $100,000. To the extent these payments are subject to Code Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which your Separation from Service occurred, provided that any reimbursement for such expenses must be paid to you before your third taxable year following the taxable year in which your Separation from Service occurred. The Company shall also reimburse you for all legal fees and expenses incurred by you in contesting or disputing a termination under this Section 4(iii) or in seeking to obtain or enforce any right or benefit provided by this Agreement provided that all such reimbursements be made as soon as practicable but no later than March 15 of the year following the year in which any judgment or settlement is finalized.

(g) for a thirty-six month period after such termination, the Company shall arrange to provide you with life and health insurance benefits substantially similar to those which you were receiving immediately prior to the Notice of Termination. To the extent such benefits are subject to Code Section 409A, the benefits provided pursuant to this Subsection shall be treated as follows: (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the thirty-six month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (g) if an equivalent benefit is actually received by you during the thirty-six month period following your termination, and any such benefit actually received by you shall be reported to the Company;

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(h) at the time specified in Subsection (v), the Company shall pay to you, in lieu of amounts that may otherwise be payable to you under any bonus plan or cash incentive plan (a “Bonus Plan”), a lump sum cash payment equal to (1) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction, (A) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (B) the denominator of which is 365, and (2) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination.

(iv) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and (h) shall be made not later than the fifth day following your Separation from Service; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after your Separation from Service. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall be deemed to be paid in error and shall be payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). Notwithstanding anything herein to the contrary, to the extent payments provided for in Section 4(iii) are subject to Code Section 409A, if you are determined by the Company to be a Specified Key Employee, such amounts otherwise payable to you upon your Separation from Service shall be accumulated and paid to you on the date immediately after the expiration of the six-month period following your Separation from Service. For purposes of this Agreement, “Specified Key Employee” shall mean an employee who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board (the “Committee”) applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

(v) Except as provided in Subsection (iii)(g) hereof, you shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

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(vi) With respect to the Executive Retirement Plan of The Dun & Bradstreet Corporation, as such plan applies to you, if you receive any amounts pursuant to Subsections (iii) (b), (c), (d), (e), (f), (g) and (h) of this Article, you shall be deemed to have received the Company’s “consent” under Section 4.2(b) of such plan (relating to the reduction in retirement benefits upon certain terminations of employment).

(vii) With respect to the Executive Retirement Plan of The Dun & Bradstreet Corporation and The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan, and as such plans apply to you, following a Change in Control, the Committee’s determinations and interpretations of such plans shall be consistent with pre-Change in Control practice, to the extent applicable, and, in the event of any dispute with you regarding your entitlement to benefits under such plans, such determinations and interpretations shall be subject to a de novo standard of review (and shall not be entitled to a deferential standard of review) by any tribunal or adjudicator in connection with any post-Change in Control determination or interpretation of benefit eligibility or entitlement.

5. Successors; Binding Agreement.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to lump sum cash payment from the Company, within five days of the Change in Control, in the same amount and on the same terms to which you would be entitled hereunder if you were to terminate your employment for Good Reason immediately following a Change in Control. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your estate.

6. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement (provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company), or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. Prior Agreement. In consideration of the benefits provided hereunder, you agree that all prior agreements with respect to the subject matter contained herein, made between you and The Dun & Bradstreet Corporation have become null and void and of no force or effect.

11. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter contained herein.

12. Code Section 409A. This Agreement is intended to comply with Code Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, you agree to fully cooperate with the Company to correct the

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failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations, or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

Sincerely,
THE DUN & BRADSTREET CORPORATION
By:
	Senior Vice President - Human Resources

Agreed to this              day

of             , 20    

[name]

Form of Change in Control Agreement

[date 1]

PERSONAL AND CONFIDENTIAL

[name and address]

Dear [name]:

The Dun & Bradstreet Corporation (the “Company”) considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a “Change in Control” (as such term is defined in Section 2) may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.

In order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the “Agreement”) in the event your employment with the Company is terminated under the circumstances described below subsequent to a Change in Control. No payment shall be made pursuant to this Agreement for any purpose whatsoever except upon the occurrence of a Change in Control.

1. Term of Agreement. This Agreement shall commence on [date 1], and shall continue in effect through [date 2]; provided, however, that commencing on [date 3], and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30th of the preceding year, the Company or you shall have given notice to the other that it or you, respectively, does not wish to extend this Agreement, provided, however, that no such notice shall be effective if a Change in Control or Potential

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Change in Control shall have occurred prior to the date of such notice; and provided, further, that if a Change in Control occurs during the original or extended term of this Agreement, the remaining term of this Agreement shall be the 24-month period beginning on the date of such Change in Control.

2. Change in Control; Potential Change in Control.

(i) No benefits shall be payable hereunder unless there shall have been a Change in Control, as set forth below. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one “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”)), or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such Person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(b) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such Person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

(d) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including Persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month

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period ending on the date of the most recent acquisition by such Person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a Person, or more than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in (iii), above, immediately after the asset transfer.

(ii) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if:

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

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

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

(iii) You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (a) a date which is 180 days from the occurrence of such Potential Change in Control, (b) the termination by you of your employment by reason of Disability as defined in Subsection 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 4(iii) below.

3. Separation from Service Following Change in Control.

(i) General. If any of the events described in Section 2 constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(iii) upon the subsequent termination of your employment occurring during the twenty-four month period following such Change in Control unless such termination is (a) because of your death or Disability, (b) by the Company for Cause, or (c) by you other than for Good Reason. If your employment with the Company is terminated prior to a Change in Control at the request of a Person engaging in a

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transaction or series of transactions that would result in a Change in Control, your actual termination shall be deemed a termination occurring during the twenty-four month period following the Change in Control and covered by Section 3 of this Agreement, your Separation from Service shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. For purposes of this Agreement, “Separation from Service” shall mean “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

(ii) Disability. “Disability” shall mean your incapacity due to physical or mental illness. If you have been absent from the full-time performance of your duties with the Company for six consecutive months, and within thirty days after written notice of termination is thereafter given you shall not have returned to the full-time performance of your duties, your employment may be terminated for Disability.

(iii) Cause. Termination by the Company of your employment for “Cause” shall mean termination:

(a) upon the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection 3(iv)), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties;

(b) upon the willful engaging by you in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(c) upon your conviction of a felony.

For purposes of this Subsection, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in this Subsection and specifying the particulars thereof in detail.

(iv) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the

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occurrence after a Change in Control, without your express written consent, of any of the following circumstances unless, in the case of paragraphs (a), (e), (f), or (g), such circumstances are fully corrected within sixty days of the Company’s receipt of the Notice of Termination (as defined in Section 3(v)) given in respect thereof:

(a) the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

(b) a reduction by the Company in your annual base salary and/or target bonus and/or perquisites as in effect on the date hereof or as the same may be increased from time to time except for across-the-board perquisites reductions similarly affecting all management personnel of the Company and all management personnel of any Person in control of the Company;

(c) the relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to a location more than thirty-five miles from such location, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control; provided, however, that a relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to New York City shall not constitute “Good Reason” for purposes of this Agreement;

(d) the failure by the Company to pay to you any portion of your compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e) the failure by the Company to continue in effect any material compensation or benefit plan in which you participated immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(f) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s life insurance, medical, dental, accident, or disability plans or perquisites in which you were participating at the time of the Change in Control, the taking of any action by the Company that would directly or

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indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control; or

(g) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (v) hereof (and, if applicable, the requirements of Subsection (iii) hereof), which purported termination shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6. “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

4. Compensation During Disability or Upon Termination. Following a Change in Control, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, occurring during the twenty-four month period commencing on the Change in Control:

(i) During any period that you fail to perform your full-time duties with the Company as a result of a Disability, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company’s disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

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(iii) If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, you shall be entitled to the benefits provided below:

(a) the Company shall pay to you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

(b) the Company shall pay as severance pay to you, at the time specified in Subsection (v), a lump sum cash severance payment (in addition to the payments provided in paragraphs (c), (d), (e), (f), (g), and (h) below) equal to (1) 200% of the greater of (A) your annual base salary in effect on the date of your Separation from Service or (B) your annual base salary in effect immediately prior to the Change in Control, and (2) 200% of your target bonus with respect to the year in which the Change in Control occurs. Your annual base salary and target bonus (as taken into account under the first half of this Subsection (iii)(b)) shall count for two years additional credited service and be included in final average earnings calculations for participants in the Company’s Executive Retirement Plan and any successor or substitute plans thereto;

(c) in lieu of shares of common stock of the Company (“Common Shares”) issuable upon exercise of outstanding options (“Options”) and stock appreciation rights (“SARs”), if any, granted to you under the Company’s stock incentive plans (which Options and SARs shall be cancelled upon the making of the payment referred to below), the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the excess of the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) over the per share option price of each Option or SAR held by you (whether or not then fully exercisable), and (2) the number of Common Shares covered by each such Option or SAR;

(d) in lieu of Common Shares issuable upon the lapse of restrictions, if any, granted to you under the Company’s stock incentive plans or any successor or substitute plan(s) thereto, the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) or the highest per share price for Common Shares actually paid in connection with any Change in Control, whichever is greater (such price, the “Price”), and (2) the number of Common Shares granted to you subject to such restrictions;

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(e)(1) in lieu of amounts that may otherwise be payable to you in equity at the end of a performance period in progress as of your termination, you shall receive, at the time specified in Subsection (v), a lump sum cash payment equal to the amount you would have been paid at a 100% target valuation, and (2) all stock-based awards granted to you under the Company’s stock incentive plans, other than those referred to in Section 4(iii)(c) or 4(iii)(d), above, whether or not vested, shall be cancelled, and you shall receive a lump sum cash payment equal to the product of (A) the number of shares subject to such cancelled awards and (B) the Price;

(f) the Company shall reimburse you for outplacement counseling and job search activities in an amount no greater than the lesser of 15% of your annual salary and target bonus as in effect on the date of your Separation from Service or $50,000. To the extent these payments are subject to Code Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which your Separation from Service occurred, provided that any reimbursement for such expenses must be paid to you before your third taxable year following the taxable year in which your Separation from Service occurred. The Company shall also reimburse you for all legal fees and expenses incurred by you in contesting or disputing a termination under this Section 4(iii) or in seeking to obtain or enforce any right or benefit provided by this Agreement provided that all such reimbursements be made as soon as practicable but no later than March 15 of the year following the year in which any judgment or settlement is finalized.

(g) for a twenty-four month period after such termination, the Company shall arrange to provide you with life and health insurance benefits substantially similar to those which you were receiving immediately prior to the Notice of Termination. To the extent such benefits are subject to Code Section 409A, the benefits provided pursuant to this Subsection shall be treated as follows: (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the twenty-four month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (g) if an equivalent benefit is actually received by you during the twenty-four month period following your termination, and any such benefit actually received by you shall be reported to the Company;

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(h) at the time specified in Subsection (v), the Company shall pay to you, in lieu of amounts that may otherwise be payable to you under any bonus plan or cash incentive plan (a “Bonus Plan”), a lump sum cash payment equal to (1) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction, (A) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (B) the denominator of which is 365, and (2) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination.

(iv) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and (h) shall be made not later than the fifth day following your Separation from Service; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after your Separation from Service. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall be deemed to be paid in error and shall be payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). Notwithstanding anything herein to the contrary, to the extent payments provided for in Section 4(iii) are subject to Code Section 409A, if you are determined by the Company to be a Specified Key Employee, such amounts otherwise payable to you upon your Separation from Service shall be accumulated and paid to you on the date immediately after the expiration of the six-month period following your Separation from Service. For purposes of this Agreement, “Specified Key Employee” shall mean an employee who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board (the “Committee”) applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

(v) Except as provided in Subsection (iii)(g) hereof, you shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

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(vi) With respect to the Executive Retirement Plan of The Dun & Bradstreet Corporation, as such plan applies to you, if you receive any amounts pursuant to Subsections (iii) (b), (c), (d), (e), (f), (g) and (h) of this Article, you shall be deemed to have received the Company’s “consent” under Section 4.2(b) of such plan (relating to the reduction in retirement benefits upon certain terminations of employment).

(vii) With respect to the Executive Retirement Plan of The Dun & Bradstreet Corporation and The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan, and as such plans apply to you, following a Change in Control, the Committee’s determinations and interpretations of such plans shall be consistent with pre-Change in Control practice, to the extent applicable, and, in the event of any dispute with you regarding your entitlement to benefits under such plans, such determinations and interpretations shall be subject to a de novo standard of review (and shall not be entitled to a deferential standard of review) by any tribunal or adjudicator in connection with any post-Change in Control determination or interpretation of benefit eligibility or entitlement.

5. Successors; Binding Agreement.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to lump sum cash payment from the Company, within five days of the Change in Control, in the same amount and on the same terms to which you would be entitled hereunder if you were to terminate your employment for Good Reason immediately following a Change in Control. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your estate.

6. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement (provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company), or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. Prior Agreement. In consideration of the benefits provided hereunder, you agree that all prior agreements with respect to the subject matter contained herein, made between you and The Dun & Bradstreet Corporation have become null and void and of no force or effect.

11. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter contained herein.

12. Code Section 409A. This Agreement is intended to comply with Code Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, you agree to fully cooperate with the Company to correct the

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failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations, or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

Sincerely,
THE DUN & BRADSTREET CORPORATION
By:
	Senior Vice President - Human Resources

Agreed to this              day

of             , 20    

[name]

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Sara Mathew, 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/ Sara Mathew
	Sara Mathew
	President and Chief Executive Officer
Date:	May 10, 2010

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 10, 2010

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, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sara Mathew, 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/ Sara Mathew
	Sara Mathew
	President and Chief Executive Officer

May 10, 2010

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, 2010 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 10, 2010

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.