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Item 1.	Business

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First, we remain focused on the commercial marketplace and continuing to be the world's largest and best provider of insight about businesses. This is reflected in our aspiration, which is “To be the most trusted source of commercial insight so our customers can Decide with Confidence®.” D&B's global scope provides an unique platform with over 220 million commercial records that enable customers to leverage unique and actionable insights.

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Second, maintaining our fundamental competitive advantage in the marketplace (i.e., data quality), we will continue to improve our data quality (better coverage and accuracy) and provide new sources of insight. To accomplish this, we are continuing to invest in a new technology platform that is scalable and far more agile, and will allow us to more readily provide innovative new products so we can meet emerging customer demands faster, and at a much lower cost over time. In addition, D&B continues to invest in data and analytic capabilities that are focused on helping our customers manage risk and accurately identify market opportunities.

•	Third, we will leverage our data assets to enhance our products and services within our solution sets.

•	Trusted Brand;

•	DUNSRight Quality Process;

•	Team Member Engagement; and

•	Financial Flexibility.

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•	Global Data Collection brings together data from a variety of sources such as company trade data, banking information, court and legal filings, business registries, publications, telephone interviews, automated heuristics, and company financial statements, worldwide;

•	We integrate the data into our database through our patented Entity Matching process, which produces a single, more accurate picture of each business using proprietary methods that consider sound, meaning, geographic location, and unique semantic capabilities for complex challenges such as Asian writing systems;

•	We apply the D-U-N-S® Number as a unique and standardized means of identifying and tracking a business globally throughout every step in the life and activity of the business;

•	We use Corporate Linkage to enable our customers to view their total risk or opportunity across related businesses through direct ownership and other relationships; and

•	Finally, our Predictive Indicators use statistical techniques to rate a business's past performance, to inform how a business is likely to perform in the future or to describe endemic risk.

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•	North America (which consists of our operations in the United States (“U.S.”) and Canada);

•	Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

•	Europe and other International Markets (which primarily consists of our operations in the United Kingdom (“UK”), the Netherlands, Belgium, Latin America and our European Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

•	Europe and other International Markets (which primarily consisted of our operations in the UK, the Netherlands, Belgium, Latin America and our total Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada); and

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

•	In 2010, we acquired a 100% equity interest in D&B Australia;

•	In 2011, we acquired a 100% interest in MicroMarketing, a leading provider of direct and digital marketing services in China;

•	In 2012, we permanently ceased the operations of our Shanghai Roadway D&B Marketing Services Co. Ltd. operations in China;

•	In 2012, we completed the sale of our market research business in China; and

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•	In 2012, we completed the sales in North America of Purisma Incorporated, AllBusiness.com, Inc. and a small supply management company.

•	DNBi subscription plans - 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.  DNBi subscription plans are contracts that allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract;

•	Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract; and

•	Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

•	Should I extend credit to this new customer?

•	What credit limit should I set?

•	Will this customer pay me on time?

•	How can I avoid supply chain disruption?

•	How do I know whether I am in compliance with regulatory acts?

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•	DNBi, our interactive, customizable online application that offers customers a subscription based real time access to our most complete and up-to-date global DUNSRight information, comprehensive monitoring and portfolio analysis. We are also focused on helping more customers protect their business from risk through additions of the following DNBi products:

•	DNBi Corporate, offering flexible pricing options allowing credit departments of all sizes to get just the data and options they need; and

•	Portfolio Risk Manager for DNBi, a module which allows DNBi users to create strategic “one -click” analytic reports to see risk and opportunity across their customer base;

•	Various business information reports (e.g., our Business Information Report, our Comprehensive Report, and our International Report, etc.) that are consumed in a transactional manner across multiple platforms such as DNB.com;

•	eRAM, our enterprise solution for large global and domestic customers for automated decisioning and portfolio analytics; and

•	D&B Direct®, a Software Application Programming Interface ("API"), that enables data integration inside Enterprise applications such as ERP, and enables master data management.

•	Who are my best customers?

•	How can I find prospects that look like my best customers?

•	How can I capture untapped opportunities with my existing customers?

•	How can I allocate sales force resources to revenue growth potential?

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Our customer data integration solutions, which are solutions that cleanse, identify, link and enrich customer information with our DUNSRight Quality Process. Our D&B Optimizer™ solution, for example, uses our DUNSRight Quality Process to transform our customers' prospects and data into up-to-date, accurate and actionable commercial insight, enabling a single customer view across multiple systems and touchpoints, such as marketing and billing databases, and better enabling a customer to make sales and marketing decisions.

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Our marketing and prospecting solutions, which benefit from our DUNSRight Quality Process to enable our customers to create accurate and comprehensive marketing campaigns and identify highly actionable, targeted prospects in order to drive their growth. As an example, D&B360 integrates our data into third-party CRM applications providing industry, company and contact insight for salespeople to operate more effectively; and Market Insight, which provides a robust marketing analytics tool, that helps customers segment and understand existing customers, in order to more effectively create campaigns to cross-sell new business.

•	How do I identify prospects and better prepare for sales calls?

•	Who are the key senior-level decision makers?

•	How does the prospect compare to others in their industry?

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•	Communicate and demonstrate to our customers the value of our existing and new products and services based upon our proprietary DUNSRight Quality Process and, as a result, improve customer satisfaction;

•	Maintain and develop proprietary information and services such as analytics (e.g., scoring) and sources of data not publicly available;

•	Leverage our technology to significantly improve our value proposition for customers in order to make D&B's data available wherever and whenever our customers need it, as well as our brand perception and the value of our D&B Worldwide Network®;

•	Maintain those third-party relationships on whom we rely for data and certain operational services; and

•	Attract and retain a high-performing workforce.

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Item  1A.	Risk Factors

•	We obtain much of the data that we use from third parties, including public record sources;

•	We utilize single source providers in certain countries to support the needs of our customers around the globe and rely on members of our D&B Worldwide Network to provide local data in countries in which we do not directly operate;

•	We have outsourced certain portions of our data acquisition, processing and delivery and customer service and call center processes; and

•	We have also outsourced various functions, such as our data center operations, technology help desk and network management functions in the U.S. and the UK.

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•	The in-house operations of the businesses we seek as customers;

•	Other general and specialized credit reporting and other business information providers; and

•	Credit insurers.

•	Communicate and demonstrate to our customers the value of our products and services based upon our proprietary DUNSRight Quality Process and, as a result, improve customer satisfaction;

•	Maintain and develop proprietary information and services such as analytics (e.g., scoring), and sources of data not publicly available, such as detailed trade data;

•	Demonstrate value through our decision-making tools and integration capabilities;

•	Leverage our brand perception and the value of our D&B Worldwide Network;

•	Continue to implement the Financial Flexibility component of our strategy and effectively reallocate our spending;

•	Obtain and deliver reliable and high-quality business and professional contact information through various media and distribution channels in formats tailored to customer requirements;

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•	Adopt and maintain an effective information technology infrastructure to support product delivery as customer needs and preferences change and competitors offer more sophisticated products;

•	Attract and retain a high-performance workforce;

•	Enhance our existing services and introduce new services;

•	Enter new customer markets; and

•	Improve our international business model and data quality through the successful relationship with members of our D&B Worldwide Network and through our undertaking of acquisitions or entering into joint ventures or similar relationships.

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•	Acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business, distract our management and make it difficult to maintain our standards, controls and procedures;

•	We may not be able to integrate successfully the services, content, products and personnel of any such transaction into our operations;

•	We may not derive the revenue improvements, cost savings and other intended benefits of any such transaction; and

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•	There may be risks, exposures and liabilities of acquired entities or other third parties with whom we undertake a transaction, that may arise from such third parties' activities prior to undertaking a transaction with us.

•	Provide a product or service that does not adhere to our data quality standards;

•	Fail to comply with D&B brand and communication standards or behave in a manner that tarnishes our brand;

•	Engage in illegal or unethical business or marketing practices;

•	Elect not to support new or revised products and services or other strategic initiatives;

•	Fail to execute subsequent agreements to remain a part of the D&B Worldwide Network on terms and conditions

•	Fail to execute other data or distribution contract requirements; or

•	Refuse to provide new sources of data.

•	Our competition is primarily local, and our customers may have greater loyalty to our local competitors which may have a competitive advantage because they are not restricted by U.S. and international laws with which we require our international businesses to comply, such as the FCPA;

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While our services have not usually been regulated, governments, particularly in emerging market areas, may adopt legislation or regulations, or we may learn that our current methods of operation violate existing legislation or regulations, governing the collection, compilation, use and/or publication of the kinds of information we collect, compile, use and publish, which could bar or impede our ability to operate and this could adversely impact our business;

•	Credit insurance is a significant credit risk mitigation tool in certain markets that may reduce the demand for our Risk Management Solutions; and

•	In some markets, key data elements are generally available from public-sector sources, thus reducing a customer's need to purchase that data from us.

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•	Longer accounts receivable payment cycles;

•	The costs and difficulties of managing international operations and strategic alliances, including the D&B Worldwide Network;

•	The costs and difficulties of enforcing agreements, collecting receivables and protecting assets, especially our intellectual property rights, in non-U.S. legal systems; and

•	The need to comply with a broader array of regulatory and licensing requirements, the failure of which could result in fines, penalties or business suspensions.

•	Our ability to continually adapt and improve our organizational design and efficiency to meet the changing needs of our business and our customers;

•	Our ability to implement the actions required under this program within the established time frame;

•	Our ability to implement actions that require process or technology changes to reduce our expense base;

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•	Our ability to enter into or amend agreements with third-party vendors to obtain terms beneficial to us;

•	Managing third-party vendor relationships effectively;

•	Completing agreements with our local works councils and trade unions related to potential reengineering actions in certain International markets; and

•	Maintaining quality around key business processes utilizing our reduced and/or outsourced resources.

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Item 1B.	Unresolved Staff Comments

Item 2.	Properties

•	A 178,000 square-foot leased office building in Center Valley, Pennsylvania, which houses various sales, finance, fulfillment and data acquisition personnel;

•	A 147,000 square-foot office building that we own in Parsippany, New Jersey, housing personnel from our North American sales, marketing and technology groups (approximately one-third of this building is leased to a third party);

•	A 79,060 square-foot leased space in Marlow, England, which houses our UK business, International technology and certain other International teams;

•	A 78,000 square-foot leased office building in Austin, Texas, housing technology development, certain product development and sales operations;

•	A 59,000 square-foot leased office space in Australia, housing our Australian sales, marketing and technology groups; and

•	A 47,782 square-foot leased space in Dublin, Ireland, housing technology development, data operations and sales operations.

Item 3.	Legal Proceedings

Item  4.	Mine Safety Disclosures

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Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)

During the three months ended December 31, 2012, we repurchased 294,483 shares of common stock for $23.9 million under our Board of Directors approved repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan. This program was announced in May 2010 and expires in October 2014. The maximum amount authorized under the program is 5,000,000 shares, of which 1,178,480 shares have been repurchased as of December 31, 2012. We anticipate that this program will be completed by October 2014.

(b)	In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. During the three months ended December 31, 2012, we repurchased 3,078,708 shares of common stock for $244.1 million under this share repurchase program. We anticipate that this program will be completed by mid-2014.

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*	Assumes $100 invested on December 31, 2007, and reinvestment of dividends.

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(1)	Non-core gain and (charges) (a) included in Operating Income:

(a)	See Item 7. included in this Annual Report on Form 10-K for definition of non-core gains and (charges).

(2)	Non-core gains and (charges) (a) included in Non-Operating Income (Expense) – Net:

(a)	See Item 7. included in this Annual Report on Form 10-K for definition of non-core gains and (charges).

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(3)	Non-core gains and (charges) (a) included in Provision for Income Taxes:

(a)	See Item 7. included in this Annual Report on Form 10-K for definition of non-core gains and (charges).

(4)

On December 27, 2007, we sold our Italian real estate business for $9.0 million, which was a part of our International segment, and we have reclassified the historical financial results of the Italian real estate business as discontinued operations. We have reflected the results of this business as discontinued operations in the consolidated statements of earnings for all periods presented as set forth in this Annual Report on Form 10-K. We have recorded the resulting gain of $0.4 million (both pre-tax and after-tax) from the sale in the first quarter of 2008 in the consolidated statement of operations and comprehensive income.

(6)	Net of Tax Income (Expense) of $27.2 million, $76.6 million, $15.2 million, $6.3 million and $184.4 million during the years ended December 31, 2012, 2011, 2010, 2009 and 2008, respectively.

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•	DNBi subscription plans - 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.  DNBi subscription plans are contracts that allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract;

•	Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract; and

•	Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

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•	North America (which consists of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

•	Europe and Other International Markets (which primarily consists of our operations in the UK, the Netherlands, Belgium, Latin America and European Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

•	Europe and Other International Markets (which primarily consisted of our operations in the UK, the Netherlands, Belgium, Latin America and our total Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada); and

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

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(1)	Our Divested and Other Businesses contributed 1%, 6%, and 8% to our total consolidated revenue for the years ended December 31, 2012, 2011 and 2010. See Note 14 and Note 17 to our consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.

•	DNBi subscription plans - 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. DNBi subscription plans are contracts that allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract;

•	Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract; and

•	Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

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•	Expected long – term rate of return on pension plan assets-which is based on a target asset allocation as well as expected returns on asset categories of plan investments;

•	Discount rate – which is used to measure the present value of pension plan obligations and postretirement health care obligations. The discount rates are derived using a yield curve approach which matches projected plan benefit payment streams with bond portfolios, reflecting actual liability duration unique to our plans;

•	Rates of compensation increase and cash balance accumulation/conversion rates – which are based on an evaluation of internal plans and external market indicators; and

•	Health care cost trends – which are based on historical cost data, the near-term outlook and an assessment of likely long-term trends.

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•	Persuasive evidence of an arrangement exists;

•	The contract fee is fixed and determinable;

•	Delivery or performance has occurred; and

•	Collectability is reasonably assured.

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•	Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated;

•	Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (“BESP”) of each element if a vendor does not have vendor-specific objective evidence of selling prices (“VSOE”) or third-party evidence of selling price (“TPE”); and

•	Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method.

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•	Lower revenue in the North America risk business from non-DNBi subscription products, projects and DNBi modules due to budget constraints as customers continue to manage their spending in the current economic climate;

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•	Growth in Sales & Marketing products, including Optimizer and our Data as a Service or “DaaS” offerings (e.g., D&B 360);

•	An increase in revenue as a result of the acquisition of MicroMarketing, which we consolidated in the fourth quarter of 2011; and

•	Increased collections revenue in our Australia market, primarily due to recovery from the prior year's natural disasters, which slowed-down collection activity in 2011.

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A $26.9 million, or 3% decrease (2% decrease before the effect of foreign exchange), in Risk Management Solutions. The decrease was driven by a decrease in revenue in North America of $29.1 million, or 4% (both before and after the effect of foreign exchange), and a decrease in revenue in Europe and Other International Markets of $0.8 million, or less than 1% (4% increase before the effect of foreign exchange), partially offset by an increase in revenue in Asia Pacific of $3.0 million, or 2% (3% increase before the effect of foreign exchange);

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A $25.9 million, or 6% increase (both before and after the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in revenue in North America of $17.8 million, or 5% (both before and after the effect of foreign exchange) and an increase in revenue in Asia Pacific of $9.1 million, or 47% (55% increase before the effect of foreign exchange), partially offset by a decrease in Europe and Other International Markets of $1.0 million, or 3% (flat before the effect of foreign exchange); and

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A $1.0 million, or 1% decrease (both before and after the effect of foreign exchange), in Internet Solutions. The decrease was driven by a decrease in revenue in North America of $1.2 million, or 1% (both before and after the effect of foreign exchange), and a decrease in revenue in Asia Pacific of $0.1 million, or 10% (flat before the effect of foreign exchange), partially offset by an increase in Europe and Other International Markets of $0.3 million, or 16% (18% increase before the effect of foreign exchange).

•	Increased revenue as a result of the acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010;

•	The positive impact of foreign exchange; and

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•	Increased purchases by new and existing customers in certain of our international markets;

•	Decline in growth due to a lack of innovation in Risk Management Solutions, resulting from our strategic decision to move Risk Management Solutions product innovation to our state of the art application development center in Dublin, Ireland.

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A $78.6 million, or 8% increase (6% increase before the effect of foreign exchange), in Risk Management Solutions. The increase was driven by an increase in revenue in Asia Pacific of $72.1 million, or 100%, (90% increase before the effect of foreign exchange), an increase revenue in Europe and Other International Markets of $3.5 million, or 2% (2% decrease before the effect of foreign exchange), and an increase in revenue in North America of $3.0 million, or less than 1% (less than 1% increase before the effect of foreign exchange).

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An $18.2 million, or 4% increase (both before and after the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in revenue in North America of $8.7 million, or 2% (both before and after the effect of foreign exchange), and an increase in revenue in Asia Pacific of $6.1 million, or 45% (43% increase before the effect of foreign exchange), and an increase in revenue in Europe and Other International Markets of $3.4 million, or 9% (6% increase before the effect of foreign exchange); and

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An $11.7 million, or 11% increase (both before and after the effect of foreign exchange), in Internet Solutions. The increase was driven by an increase in revenue in North America of $11.8 million, or 11% (both before and after the effect of foreign exchange), and an increase in revenue in Europe and Other International Markets of $0.1 million, or 2% (2% decrease before the effect of foreign exchange), partially offset by a decrease in revenue in Asia Pacific of $0.2 million, or 15% (both before and after the effect of foreign exchange).

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•	Lower costs as a result of: (a) the divestiture of (i) the domestic portion of our Japanese operations to TSR Ltd.; and (ii) our market research business in China, consisting of two joint venture companies, and (b) the shut-down of our Roadway business; and

•	Lower compensation costs.

•	Increased data acquisition costs and fulfillment costs primarily associated with our acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010;

•	The negative impact of foreign exchange; and

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Increased costs associated with our Strategic Technology Investment or MaxCV designed to strengthen our leading position in commercial data and improve our current technology platform to meet emerging needs of customers. As part of our Strategic Technology Investment, which we refer to as “MaxCV” for Maximizing Customer Value, we migrated customers to newer, and higher performing platforms, such as Hoover’s, while we shut down legacy products that were supported by our new data supply chain;

•	Impairment of certain intangible assets reflected in the year ended December 31, 2010 related to our 2007 Purisma acquisition (which was not repeated for the year ended December 31, 2011);

•	Lower compensations costs; and

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•	Lower expenses as a result of our 2010 divestiture of our North American Self Awareness Solution business.

•	Lower costs as a result of: (a) the divestiture of (i) the domestic portion of our Japanese operations to TSR Ltd.; and (ii) our market research business in China, consisting of two joint venture companies; and (b) the shut-down of our Roadway business; and

•	Lower compensations costs;

•	Legal fees and other shut-down expenses associated with matters in China (see “Recent Developments” discussed above and Note 13 to our consolidated financial statements in Item 8. of this Annual Report on Form 10-K).

•	Increased selling expenses primarily associated with our acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010; and

•	The negative impact of foreign exchange;

•	Lower expenses as a result of our divestiture of our North American Self Awareness Solution business.

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Expected return on plan assets is a major component of the net periodic pension cost. Expected return on plan assets included in annual pension expense for all plans was $99.3 million, $110.4 million and $113.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The expected return on plan assets was determined by multiplying the expected long-term rate of return assumption by the market-related value of plan assets. The market-related value of plan assets recognizes asset gains and losses over five years to reduce the effects of short-term market fluctuations on net periodic pension costs. The decrease of expected return on plan assets was primarily due to lower market-related value of plan assets driven by asset losses incurred in 2008.

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Actuarial loss amortization included in annual pension expense was also a major factor in driving the pension costs to fluctuate from year-to-year. Actuarial loss amortization was largely impacted by the discount rate, amortization period and plan experience. The lower the discount rate, the higher the loss amortization. Actuarial loss amortization included in annual pension expense for all plans was $35.6 million, $26.4 million and $21.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, of which $33.3 million, $24.5 million and $19.0 million were attributable to our U.S. plans for the years ended December 31, 2012, 2011 and 2010, respectively. Higher actuarial loss amortization in the U.S. plans was primarily due to lower discount rates applied to our plans at January 1, 2012 and higher actuarial losses subject to amortization. The discount rate used to measure the pension costs for our U.S. plans for the years ended December 31, 2012, 2011 and 2010 was 4.05%, 5.06% and 5.72%, respectively.

•	The increase in actuarial loss amortization was substantially offset by lower interest cost, a component of net periodic pension costs. Interest cost included in the net periodic pension costs was $75.2 million, $85.0 million and $91.3 million, respectively, for the years ended December 31, 2012, 2011and 2010, of which $63.8 million, $73.0

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Severance and termination costs of $17.7 million and $5.0 million in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively, were recorded. Approximately 765 employees were impacted. Of these 765 employees, approximately 690 employees exited the Company in 2012 and approximately 75 employees will exit the Company in 2013. The cash payments for these employees will be substantially completed by the third quarter of 2013; and

•	Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $6.7 million.

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•	Severance and termination costs of $17.5 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 400 employees were impacted. Of these 400 employees, approximately 305 employees exited the Company in 2011 and approximately 95 employees exited the Company in 2012. The cash payments for these employees were substantially completed by the third quarter of 2012; and

•	Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $4.6 million.

•	Severance and termination costs of $11.7 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 325 employees were impacted. Of these 325 employees, approximately 315 employees exited the Company in 2010 and approximately 10 employees exited the Company in 2011. The cash payments for these employees were substantially completed by the second quarter of 2011; and

•	Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $3.1 million.

(a)	During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations

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(b)

During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies. During the year ended December 31, 2010, we recognized a gain from the sale of our North American Self Awareness Solution business. See Note 17 to our consolidated financial statements in Item 8. of this Annual Report on Form 10-K.

(c)	During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on MaxCV.

(d)	During the year ended December 31, 2010, we recognized a gain resulting from a hedge on the purchase price of D&B Australia during the third quarter of 2010.

(e)

Miscellaneous Other Income (Expense) – Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013 (the "2013 notes"), partially offset by the positive impact of foreign exchange. Miscellaneous Other Income (Expense) – Net decreased for the year ended December 31, 2011 compared to the year ended December 31, 2010, primarily due to costs in the prior year related to a premium payment of $3.7 million made for the redemption of the $300 million senior notes with a maturity date of March 25, 2011 (the "2011 notes"), partially offset by the negative impact of foreign exchange.

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•	North America (which consists of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

•	Europe and Other International Markets (which primarily consists of our operations in the UK, the Netherlands, Belgium, Latin America and European Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

•	Europe and Other International Markets (which primarily consisted of our operations in the UK, the Netherlands, Belgium, Latin America and our total Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada); and

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

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•	Lower revenue from non-DNBi subscription products, projects and DNBi modules. Budget constraints as customers continue to manage their spending in the current economic climate.

•	Lower revenue from non-DNBi subscription products as customers continue to manage their spending in the current economic climate;

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Year-over-year growth in our core DNBi subscription plans that excludes modules (see Value-Added Risk Management Solutions below for further discussion) enabled by our DNBi platform. The increase in core DNBi was driven by continued high retention, increased dollar spend from our existing customers and new product releases. We continue to see low to mid-single digit price increases with these customers when they renew these subscription plans.

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Lower purchases from existing customers of DNBi modules enabled by our DNBi platform, as customers' budgets were more focused towards our core DNBi products. DNBi modules are products that provide additional functionality to the core DNBi platform and spending on these products can be discretionary. With budgets under pressure, some customers are choosing to stay with the core DNBi product to handle their risk management needs, putting pressure on our module sales;

•	Lower customer spend in project business; and

•	A one-time benefit in the prior year due to revenue recognition on the existing customer set and the allocation of revenue in new arrangements using the best estimated selling price;

•	Increased spending and usage by existing customers of our newest product offerings (e.g., D&B Direct).

•	Our decision to stop selling certain legacy products and convert the existing customer base as well as new prospects to Hoover's solutions; and

•	Decreased purchases from certain customers due to economic and budgetary pressures particularly in our education marketing business;

•	Increased spending with new and existing customers.

•	Growth in our products (e.g., Optimizer) and increased previous commitments primarily related to growth in our Data as a Service or “DaaS” products (e.g., D&B360);

•	A one-time benefit in the prior year due to revenue recognition on the existing customer set and the allocation of revenue in new arrangements using the best estimated selling price.

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•	Lower compensation costs (e.g., bonus and commissions), professional fees and advertising expenses;

•	A decrease in total revenue; and

•	Increased costs associated with our investments in the business (e.g., technology, data and sales training).

•	Year-over-year growth in our DNBi subscription plans. The increase in DNBi was driven by continued high retention and increased dollar spending for our existing customers;

•	Lower revenue from non-subscription transaction products.

•	Lower revenue from non-subscription transaction products;

•	Year-over-year growth in our DNBi subscription plans. The increase in DNBi was driven by continued high retention and increased dollar spend for our existing customers.

•	A one-time benefit due to revenue recognition on the existing customer set and the allocation of revenue in new arrangements using the best estimated selling price; and

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•	A shift in product mix from our Traditional Sales & Marketing Solutions to our Value-Added Risk Management Solutions;

•	Decline in growth due to lack of innovation in Risk Management Solutions resulting from our strategic decision to move Risk Management Solution innovation to our state of the art application development center in Dublin, Ireland.

•	Broad growth in our products (e.g., Optimizer) and increased previous commitments primarily related to growth in our Data as a Service or “DaaS” products (e.g., D&B360); and

•	A one-time benefit due to revenue recognition on the existing customer set and the allocation of revenue in new arrangements using the best estimated selling price.

•	Lower purchases from our customers due to a slow economic recovery and continued budgetary pressures;

•	Our decision to stop selling certain legacy products and convert the existing customer base as well as new prospects to Hoover’s solutions; and

•	A shift in product mix from our Traditional Sales & Marketing Solutions to our Value-Added Risk Management Solutions.

•	Broad growth in our products (e.g., Optimizer) and increased previous commitments primarily related to growth in our Data as a Service or “DaaS” products (e.g., D&B360); and

•	A one-time benefit due to revenue recognition on the existing customer set and the allocation of revenue in new arrangements using the best estimated selling price.

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•	Costs in the prior year for the impairment of intangible assets related to our 2007 Purisma and 2009 Quality Education Data acquisitions;

•	Lower costs as a result of the divestiture of our North American Self Awareness Solution business; and

•	Lower costs as a result of our continuous reengineering efforts;

•	A decrease in North America total revenue;

•	Increased investment expense; and

•	Impairment of intangible assets related to our AllBusiness.com, Inc. acquisition.

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•	Increased revenue from our commercial agreement to provide TSR Ltd. with global data for its Japanese customers, and to distribute TSR Ltd. data to the Worldwide Network; and

•	Increased collections revenue in our Australia market, primarily due to recovery from the prior year's natural disasters, which slowed-down collection activity in 2011;

•	Decreased revenue in China, primarily due to the local Administration of Industry and Commerce having imposed stricter policies in the second quarter of 2012 which restricted our access to Chinese company financial statements; and

•	The negative impact of foreign exchange.

•	Increased collections revenue in our Australia market, primarily due to recovery from the prior year’s natural disasters, which slowed-down collection activity in 2011; and

•	Increased revenue from our commercial agreement to provide TSR Ltd. with global data for its Japanese customers, and to distribute TSR Ltd. data to the Worldwide Network;

•	Decreased revenue in China, primarily due to the local Administration of Industry and Commerce having imposed stricter policies in the second quarter of 2012 which restricted our access to Chinese company financial statements; and

•	The negative impact of foreign exchange.

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•	An impairment charge in China related to our Roadway operations (see “Recent Developments” discussed above);

•	Lower costs as a result of our reengineering efforts.

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•	Increased revenue as a result of the acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010; and

•	Increased purchases by new and existing customer in certain of our markets.

•	Increased revenue as a result of the acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010;

•	The positive impact of foreign exchange; and

•	Increased purchases by new and existing customer in certain of our markets.

•	Increased revenue as a result of the acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010; and

•	The positive impact of foreign exchange.

•	Increased revenue as a result of the acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010; and

•	The positive impact of foreign exchange.

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•	Increased revenue as a result of the acquisition of D&B Australia, which we consolidated in the fourth quarter of 2010 and related operating costs;

•	An increase in data costs in certain of our Asia Pacific markets.

•	The negative impact of foreign exchange;

•	Increased usage of non-subscription transactional products; and

•	Year-over-year growth in our core DNBi subscription plans.

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•	The negative impact of foreign exchange; and

•	Increased usage of non-subscription transactional products;

•	Year-over-year growth in our core DNBi subscription plans.

•	Increased purchases by our customers of new project-oriented business in certain of our European markets;

•	The negative impact of foreign exchange; and

•	Decreased revenue primarily due to competitive pressures in a certain European market.

•	A decrease in purchases by our customers of our project-oriented business; and

•	The negative impact of foreign exchange.

•	Decreased operating expenses (e.g., compensation, travel related expenses, etc.); and

•	Lower costs as a result of our reengineering efforts;

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•	A decrease in total revenue.

•	The positive impact of foreign exchange; and

•	Increased purchases by our customers of new project-oriented business in certain of our European markets;

•	Lower transactional volumes as well as slower customer penetration for our ratable subscription products (e.g., DNBi) in certain of our markets, primarily in our UK market.

•	Lower transactional volumes as well as slower customer penetration for our ratable subscription products (e.g., DNBi) in certain of our markets, primarily in our UK market.

•	The positive impact of foreign exchange.

•	Increased purchases by our customers of new project-oriented business; and

•	The positive impact of foreign exchange.

•	Increased purchases in our UK market from our existing customer base; and

•	The positive impact of foreign exchange.

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•	Increased operating expenses (e.g., data costs); and

•	Higher year-over-year depreciation and amortization related to the roll-out of DNBi;

•	An decrease in revenue.

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•	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.

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

•	Timing of payments as compared to 2011 (e.g., early pay discounts that we took advantage of in 2011);

•	Increased net tax payments as compared to prior year.

•	Increased tax payments;

•	Increased spend related to our Strategic Technology Investment or MaxCV; and

•	Timing of payments (e.g., early pay discounts that we took advantage of in 2011);

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

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•	Lower interest payments due to lower average interest rates and lower amounts of average debt outstanding.

•	During the year ended December 31, 2012, we did not have any acquisitions, as compared to the year ended December 31, 2011, during which we spent approximately $13.5 million on acquisitions of businesses, net of cash acquired. See Note 4 to our consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further information;

•	A reimbursement of proceeds related to a divested business in the prior year;

•	Cash settlements of our foreign currency contracts for our hedged transactions resulted in cash inflows of $6.0 million for the year ended December 31, 2012, as compared to cash outflows of $1.0 million for the year ended December 31, 2011; and

•

Proceeds primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; (iii) our market research business in China, consisting of two joint venture companies; (iv) AllBusiness.com, Inc.; and (v) a research and advisory services business in India. See Note 17 to our consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further information;

•	An increase in additions to computer software and other intangibles (e.g., Strategic Technology Investment or MaxCV).

•

During the year ended December 31, 2011, we spent approximately $13.5 million on acquisitions of businesses, net of cash acquired, as compared to the year ended December 31, 2010, we spent $205.0 million on acquisitions/majority-owned joint ventures and other investments, net of cash acquired, primarily related to D&B Australia. See Note 4 to our consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further information; and

•	A decrease in additions to computer software and other intangibles and capital expenditures as large projects occurred in the prior year period (e.g., Acxiom data center migration and Hoover’s technology replatform);

•	Proceeds related to our divested business in prior year.

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In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon the completion of our previous $200 million share repurchase program. We repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program during the year ended December 31, 2012. We anticipate that this program will be completed by mid-2014.

•

In May 2010, 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 354,046 shares of common stock for $27.9 million under this share repurchase program during the year ended December 31, 2012. This repurchase program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014.

•	In October 2011, our Board of Directors approved a $500 million share repurchase program, which commenced in November 2011. We repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program during the year ended December 31, 2011. We anticipate that this program will be completed by mid-2014;

•	In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009. We repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program during the year ended December 31, 2011. This program was completed in November 2011; and

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In May 2010, 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 797,813 shares of common stock for $59.3 million under this share repurchase program during the year ended December 31, 2011. This repurchase program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014.

•	In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009. We repurchased 1,108,148 shares of common stock for $81.0 million under this share repurchase program during the year ended December 31, 2010. This program was completed in November 2011;

•

In May 2010, 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 26,621 shares of common stock for $2.0 million under this share repurchase program during the year ended December 31, 2010. This repurchase program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014; 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 657,338 shares of common stock for $51.8 million under this program during the year ended December 31, 2010. This program expired in August 2010.

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•	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 significant outsourcing arrangements;

•	The effectiveness of our technology investments and our ability to maintain sufficient investment in a technology infrastructure that assists us in achieving our strategic goals;

•	Risks associated with potential violations of the Foreign Corrupt Practices Act and similar laws, and any consequences of the investigations of our China operations;

•	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 secure our information technology infrastructure from cyber attack and unauthorized access;

•	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, including from various government institutions, the related revenue recognition and the timing thereof, or a shift in product mix, or a significant decrease in government spending, may impact our results of operations from period-to-period;

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As a result of the macro-economic challenges currently affecting the global economy, our customers or vendors may experience problems with their earnings, cash flow, or both. 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 materially, adversely affect our earnings and cash flow. In addition, if economic conditions in the United States, including any possible impact of efforts to balance government deficits, and/or 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, the

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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, or other third parties who license and sell under the D&B name, to our quality standards, our brand and communication standards and to the terms and conditions of our commercial services arrangements, and the renewal by third-party members of the D&B Worldwide Network of their agreements with D&B;

•

The profitability of our international businesses depends on our ability to identify and execute on various initiatives, such as successfully managing our D&B Worldwide Network, enforcing agreements, collecting receivables and protecting assets in non-U.S. legal systems, complying with the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws in all jurisdictions, 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, or the adoption of new laws or regulations governing the collection, compilation, use and/or publication of information, particularly in emerging markets;

•	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;

•	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 revenue growth;

•	Our ability to fund our obligations under our retirement and post retirement pension plans which are subject to financial market risks;

•	We are involved in various 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.

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(1)	Net of Tax Income (Expense) of $3.1 million, $3.8 million and $(7.8) million during the years ended December 31, 2012, 2011 and 2010, respectively.

(2)	Net of Tax Income (Expense) of $27.2 million, $76.6 million and $15.2 million during the years ended December 31, 2012, 2011 and 2010, respectively.

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•	DNBi subscription plans - 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.  DNBi subscription plans are contracts that allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract;

•	Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract; and

•	Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

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•	North America (which consists of our operations in the United States (“U.S.”) and Canada);

•	Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

•	Europe and Other International Markets (which primarily consists of our operations in the United Kingdom (“UK”), the Netherlands, Belgium, Latin America and European Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

•	Europe and Other International Markets (which primarily consisted of our operations in the UK, the Netherlands, Belgium, Latin America and our total Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada); and

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

•	Persuasive evidence of an arrangement exists;

•	The contract fee is fixed and determinable;

•	Delivery or performance has occurred; and

•	Collectability is reasonably assured.

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•	Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated;

•	Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (“BESP”) of each element if a vendor does not have vendor-specific objective evidence of selling prices (“VSOE”) or third-party evidence of selling price (“TPE”); and

•	Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method.

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Severance and termination costs of $17.7 million and $5.0 million in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively, were recorded. Approximately 765 employees were impacted. Of these 765 employees, approximately 690 employees exited the Company in 2012 and approximately 75 employees will exit the Company in 2013. The cash payments for these employees will be substantially completed by the third quarter of 2013; and

•	Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $6.7 million.

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•	Severance and termination costs of $17.5 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 400 employees were impacted. Of these 400 employees, approximately 305 employees exited the Company in 2011 and approximately 95 employees exited the Company in 2012. The cash payments for these employees were substantially completed by the third quarter of 2012; and

•	Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $4.6 million.

•	Severance and termination costs of $11.7 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 325 employees were impacted. Of these 325 employees, approximately 315 employees exited the Company in 2010 and approximately 10 employees exited the Company in 2011. The cash payments for these employees were substantially completed by the second quarter of 2011; and

•	Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $3.1 million.

(1)	We incurred settlements totaling $1.3 million in 2011 related to our Canadian Pension Plan.

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(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 and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

(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 including $4.3 million related to fair value hedges. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

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(a)

In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed by mid-2014.

(b)

In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. During the year ended December 31, 2010, we repurchased 1,108,148 shares of common stock for $81.0 million under this share repurchase program. This program was completed in November 2011.

(c)

In May 2010, 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. During the year ended December 31, 2012, we repurchased 354,046 shares of common stock for $27.9 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 797,813 shares of common stock for $59.3 million under this share repurchase program. During the year ended December 31, 2010, we repurchased 26,621 shares of common stock for $2.0 million under this share repurchase program. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014.

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(d)

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. During the year ended December 31, 2010, we repurchased 657,338 shares of common stock for $51.8 million under this share repurchase program. This program expired in August 2010, with 4,842,543 shares of the authorized 5,000,000 shares being purchased over the life of the program.

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(1)	The rates are assumed to decrease to 5.0% in 2020 and remain at that level thereafter.

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•	North America (which consists of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

•	Europe and Other International Markets (which primarily consists of our operations in the UK, the Netherlands, Belgium, Latin America and European Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada);

•	Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

•	Europe and Other International Markets (which primarily consisted of our operations in the UK, the Netherlands, Belgium, Latin America and our total Worldwide Network).

•	North America (which consisted of our operations in the U.S. and Canada); and

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

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

(2)	Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles.

(3)	Capital expenditures in Corporate and Other decreased $3.9 million for the year ended December 31, 2011 as compared to December 31, 2010. This decrease was primarily driven by reduced capital expenditures in relation to our Strategic Technology Investment or MaxCV.

(4)	Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.

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(5)	Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.

(6)	Long-lived assets in North America decreased to $484.2 million at December 31, 2011 from $505.7 million at December 31, 2010. This is primarily attributable to reduced capital expenditures, reduced additions to computer software and other intangibles, the impairment of certain other intangibles related to our AllBusiness.com acquisition and increased depreciation expense.

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(1)

In 2000, as part of a spin-off transaction under which Moody’s Corporation (“Moody’s”) and D&B became independent of one another, Moody’s and D&B entered into a Tax Allocation Agreement (“TAA”). Under the TAA, Moody’s and D&B agreed that Moody’s 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). 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. In 2002 and 2003, the IRS issued rulings that clarified that, under the circumstances applicable to Moody’s 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 options and Moody’s would be entitled to deduct the compensation expense associated with Moody’s employees exercising D&B options). We have filed tax returns for 2001 through 2011 consistent with the IRS rulings. We may be required to reimburse Moody’s for the loss of compensation expense deductions relating to tax years 2008 to 2010 of approximately $1.6 million in the aggregate for such years. This liability was reduced from $20.5 million at December 31, 2011 to $1.6 million during the first quarter of 2012 due to expiration of the statute of limitations. In 2005 and 2006, we paid Moody’s approximately $30.1 million in the aggregate, which represented the incremental tax benefits realized by D&B for tax years 2003-2005 from using the filing method consistent with the IRS rulings. In February 2011, we paid Moody’s an additional sum of approximately $2.5 million, for tax years 2003-2005. While not material, we may also be required to pay, in the future, amounts in addition to the approximately $1.6 million referenced above based upon interpretations by the parties of the TAA and the IRS rulings. We will no longer report on this matter.

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(7)	Goodwill - Amount primarily due to the purchase of MicroMarketing. See Note 4 to our consolidated financial statements included in this Annual Report on Form 10-K.

(8)	Computer Software and Goodwill - Amounts related to the then potential sales that subsequently did occur in 2012 of our domestic portion of our Japanese operations and our Chinese market research joint venture companies. See Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

(9)	Goodwill - Primarily due to the impact of foreign currency fluctuations.

(10)	Computer Software - Amount mainly due to our Strategic Technology Investment or MaxCV and new product offerings.

(11)	Goodwill - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

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(13)	Customer Relationships and Trademark and Other - Amounts due to the acquisition of MicroMarketing. See Note 4 to our consolidated financial statements included in this Annual Report on Form 10-K.

(14)	Trademark and Other - Amount attributable to certain other intangibles related to a new product offering.

(15)	Trademark and Other - Amount due to the write-off of certain other intangibles related to our AllBusiness.com acquisition.

(16)	Customer Relationships and Trademark and Other - Amounts related to the then potential sales that subsequently did occur in 2012 of our domestic portion of our Japanese operations and our Chinese market research joint venture companies. See Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

(18)	Customer Relationships - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

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(1)	The following table itemizes the components of the “Corporate and Other” category of Operating Income (Loss):

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(2)	The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.

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Item 10.	Directors, Executive Officers and Corporate Governance

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(1)

This table includes information for an equity compensation plan adopted in connection with our separation from Moody’s Corporation. As of December 31, 2012, a total of 1,987 deferred performance shares were outstanding. No additional options or other rights may be granted under this plan, with the exception of incremental dividend shares, which may be accrued on the outstanding deferred performance shares.

(2)	Includes options to purchase 1,840,845 shares of our common stock, restricted stock units with respect to 258,269 shares of our common stock, and 9,282 accrued dividend units and deferred performance shares of 1,987 shares of our common stock.

(3)	Includes shares available for future purchases under our Employee Stock Purchase Plan ("ESPP"). As of December 31, 2012, an aggregate of 410,240 shares of our common stock were available for purchase under the ESPP.

Item 13.	Certain Relationships and Related Transactions and Director Independence

Item 14.	Principal Accountant Fees and Services

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Item 15.	Exhibits and Financial Statement Schedules

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*	Filed herewith.

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^	Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.