Edgar Filing: DUN & BRADSTREET CORP/NW

2014 Q1 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 10-Q

___________________________________

(Mark One)



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

For the quarterly period ended March 31, 2014



¨	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 ý 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 ý 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	ý	Accelerated filer	o	Non-accelerated filer	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

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



Title of Class		Shares Outstanding at March 31, 2014
Common Stock,		37,016,091
par value $0.01 per share

Table of Contents

THE DUN & BRADSTREET CORPORATION

INDEX TO FORM 10-Q



		Page
	PART I. UNAUDITED FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2014 and 2013	3
	Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013	5
	Consolidated Statements of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2014 and 2013	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 6.	Exhibits	44

	Signatures	45

Table of Contents

PART I. UNAUDITED FINANCIAL INFORMATION


Item 1.	Financial Statements

The Dun & Bradstreet Corporation Consolidated Statements of Operations and Comprehensive Income (Unaudited)

	Three Months Ended
	March 31,
	2014			2013

Revenue	$	381.9		$	381.0
Operating Expenses	128.3			126.2
Selling and Administrative Expenses	150.5			146.4
Depreciation and Amortization	15.9			18.3
Restructuring Charge	4.9			2.3
Operating Costs	299.6			293.2
Operating Income	82.3			87.8
Interest Income	0.4			0.2
Interest Expense	(10.6		)	(9.9		)
Other Income (Expense) - Net	(23.3		)	(1.2		)
Non-Operating Income (Expense) - Net	(33.5		)	(10.9		)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates	48.8			76.9
Less: Provision for Income Taxes	(36.7		)	23.8
Equity in Net Income of Affiliates	0.5			0.5
Net Income	86.0			53.6
Less: Net (Income) Loss Attributable to the Noncontrolling Interest	(0.7		)	(0.7		)
Net Income Attributable to D&B	$	85.3		$	52.9
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	2.28		$	1.30
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	2.26		$	1.29
Weighted Average Number of Shares Outstanding-Basic	37.4			40.6
Weighted Average Number of Shares Outstanding-Diluted	37.7			40.9
Cash Dividend Paid Per Common Share	$	0.44		$	0.40
Other Comprehensive Income, Net of Tax
Net Income (from above)	$	86.0		$	53.6
Foreign Currency Translation Adjustments, no Tax Impact	(3.4		)	(12.3		)
Defined Benefit Pension Plans:
Prior Service Costs, Net of Tax Income (Expense) (1)	(0.2		)	(1.5		)
Net Actuarial Gain (Loss), Net of Tax Income (Expense) (2)	5.6			7.0
Comprehensive Income, Net of Tax	88.0			46.8
Less: Comprehensive (Income) Loss Attributable to the Noncontrolling Interest	(0.8		)	(0.8		)
Comprehensive Income Attributable to D&B	$	87.2		$	46.0


(1)	Tax Income (Expense) of $0.1 million and $0.7 million during the three months ended March 31, 2014 and 2013, respectively.


(2)	Tax Income (Expense) of $(3.0) million and $(3.5) million during the three months ended March 31, 2014 and 2013, respectively.

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

Table of Contents

The Dun & Bradstreet Corporation Consolidated Balance Sheets (Unaudited)

	March 31, 2014			December 31, 2013
	(Amounts in millions, except per share data)
ASSETS
Current Assets
Cash and Cash Equivalents	$	268.3		$	235.9
Accounts Receivable, Net of Allowance of $23.9 at March 31, 2014 and $23.9 at December 31, 2013	451.6			518.5
Other Receivables	5.6			6.3
Prepaid Taxes	6.8			9.1
Deferred Income Tax	12.7			14.0
Other Prepaids	28.1			30.3
Other Current Assets	8.3			8.3
Total Current Assets	781.4			822.4
Non-Current Assets
Property, Plant and Equipment, Net of Accumulated Depreciation of $84.7 at March 31, 2014 and $83.9 at December 31, 2013	39.9			39.6
Computer Software, Net of Accumulated Amortization of $488.5 at March 31, 2014 and $474.1 at December 31, 2013	105.8			107.9
Goodwill	585.6			589.1
Deferred Income Tax	147.1			148.4
Other Receivables	20.3			45.6
Other Intangibles	72.3			76.7
Other Non-Current Assets	54.8			60.6
Total Non-Current Assets	1,025.8			1,067.9
Total Assets	$	1,807.2		$	1,890.3
LIABILITIES
Current Liabilities
Accounts Payable	$	48.8		$	41.4
Accrued Payroll	64.0			86.4
Accrued Income Tax	9.8			7.5
Short-Term Debt	0.1			0.1
Other Accrued and Current Liabilities (Note 6)	116.0			116.1
Deferred Revenue	628.2			600.8
Total Current Liabilities	866.9			852.3
Pension and Postretirement Benefits	385.7			394.1
Long-Term Debt	1,513.8			1,516.0
Liabilities for Unrecognized Tax Benefits	45.9			108.0
Other Non-Current Liabilities	56.8			62.2
Total Liabilities	2,869.1			2,932.6
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	—			—
Preferred Stock, $0.01 par value per share, authorized - 9.5 shares; outstanding - none	—			—
Series Common Stock, $0.01 par value per share, authorized - 10.0 shares; outstanding - none	—			—
Common Stock, $0.01 par value per share, authorized - 200.0 shares; issued - 81.9 shares	0.8			0.8
Capital Surplus	269.6			270.0
Retained Earnings	2,669.8			2,600.9
Treasury Stock, at cost, 44.9 shares at March 31, 2014 and 44.1 shares at December 31, 2013	(3,272.1		)	(3,181.3		)
Accumulated Other Comprehensive Income (Loss)	(736.8		)	(738.8		)
Total D&B Shareholders’ Equity (Deficit)	(1,068.7		)	(1,048.4		)
Noncontrolling Interest	6.8			6.1
Total Equity (Deficit)	(1,061.9		)	(1,042.3		)
Total Liabilities and Shareholders’ Equity (Deficit)	$	1,807.2		$	1,890.3

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

Table of Contents

The Dun & Bradstreet Corporation Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31,
	2014			2013
	(Amounts in millions)
Cash Flows from Operating Activities:
Net Income	$	86.0		$	53.6
Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization	15.9			18.3
Amortization of Unrecognized Pension Loss	8.3			8.3
Income Tax Benefit from Stock-Based Awards	3.0			2.5
Excess Tax Benefit on Stock-Based Awards	(1.1		)	(0.5		)
Equity Based Compensation	2.0			3.4
Restructuring Charge	4.9			2.3
Restructuring Payments	(5.9		)	(4.0		)
Changes in Deferred Income Taxes, Net	(62.0		)	—
Changes in Accrued Income Taxes, Net	5.7			3.5
Changes in Current Assets and Liabilities:
(Increase) Decrease in Accounts Receivable	68.2			83.3
(Increase) Decrease in Other Current Assets	2.0			11.6
Increase (Decrease) in Deferred Revenue	26.6			26.7
Increase (Decrease) in Accounts Payable	9.1			1.5
Increase (Decrease) in Accrued Liabilities	(25.4		)	(37.9		)
Increase (Decrease) in Other Accrued and Current Liabilities	9.1			9.1
Changes in Non-Current Assets and Liabilities:
(Increase) Decrease in Other Long-Term Assets	27.9			(4.3		)
Net Increase (Decrease) in Long-Term Liabilities	(14.8		)	(6.3		)
Net, Other Non-Cash Adjustments	1.0			1.2
Net Cash Provided by Operating Activities	160.5			172.3
Cash Flows from Investing Activities:
Cash Settlements of Foreign Currency Contracts	(4.7		)	(5.5		)
Capital Expenditures	(2.3		)	(3.0		)
Additions to Computer Software and Other Intangibles	(9.7		)	(13.4		)
Net, Other	—			(0.1		)
Net Cash Used in Investing Activities	(16.7		)	(22.0		)
Cash Flows from Financing Activities:
Payments for Purchases of Treasury Shares	(98.0		)	(121.0		)
Net Proceeds from Stock-Based Awards	1.5			2.9
Payments of Dividends	(16.3		)	(16.1		)
Proceeds from Borrowings on Credit Facilities	116.4			152.1
Payments of Borrowings on Credit Facilities	(118.4		)	(139.9		)
Excess Tax Benefit on Stock-Based Awards	1.1			0.5
Net Cash Used in Financing Activities	(113.7		)	(121.5		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	2.3			(5.1		)
Increase (Decrease) in Cash and Cash Equivalents	32.4			23.7
Cash and Cash Equivalents, Beginning of Period	235.9			149.1
Cash and Cash Equivalents, End of Period	$	268.3		$	172.8
Supplemental Disclosure of Cash Flow Information:
Cash Paid for:
Income Taxes, Net of Refunds	$	16.6		$	17.8
Interest	$	1.3		$	0.7

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

Table of Contents

The Dun & Bradstreet Corporation Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)

						For the Three Months Ended March 31, 2014 and 2013
												(Amounts in millions)
	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)
Balance, December 31, 2012	$	0.8	$	261.7		$	2,405.5		$	(2,833.3	)	$	(151.2	)	$	(701.0	)	$	0.1	$	(1,017.4	)	$	3.1	$	(1,014.3	)
Net Income	—		—			52.9			—			—			—			—		52.9			0.7		53.6
Equity-Based Plans	—		(0.4		)	—			8.3			—			—			—		7.9			—		7.9
Treasury Shares Acquired	—		—			—			(121.0		)	—			—			—		(121.0		)	—		(121.0		)
Pension Adjustments, net of tax of $2.8	—		—			—			—			—			5.5			—		5.5			—		5.5
Dividend Declared	—		—			(16.4		)	—			—			—			—		(16.4		)	—		(16.4		)
Change in Cumulative Translation Adjustment	—		—			—			—			(12.4		)	—			—		(12.4		)	0.1		(12.3		)
Balance, March 31, 2013	$	0.8	$	261.3		$	2,442.0		$	(2,946.0	)	$	(163.6	)	$	(695.5	)	$	0.1	$	(1,100.9	)	$	3.9	$	(1,097.0	)

Balance, December 31, 2013	$	0.8	$	270.0		$	2,600.9		$	(3,181.3	)	$	(186.7	)	$	(552.2	)	$	0.1	$	(1,048.4	)	$	6.1	$	(1,042.3	)
Net Income	—		—			85.3			—			—			—			—		85.3			0.7		86.0
Equity-Based Plans	—		(0.4		)	—			7.2			—			—			—		6.8			—		6.8
Treasury Shares Acquired	—		—			—			(98.0		)	—			—			—		(98.0		)	—		(98.0		)
Pension Adjustments, net of tax of $2.9	—		—			—			—			—			5.4			—		5.4			—		5.4
Dividend Declared	—		—			(16.4		)	—			—			—			—		(16.4		)	—		(16.4		)
Change in Cumulative Translation Adjustment	—		—			—			—			(3.4		)	—			—		(3.4		)	—		(3.4		)
Balance, March 31, 2014	$	0.8	$	269.6		$	2,669.8		$	(3,272.1	)	$	(190.1	)	$	(546.8	)	$	0.1	$	(1,068.7	)	$	6.8	$	(1,061.9	)

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

Table of Contents

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except share and 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” or “we” or “our” or "us" or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2013. 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 results for the three months ended February 28 in order to facilitate the timely reporting of the unaudited consolidated financial results and unaudited consolidated financial position.

Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation.


Note 2 --	Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" which changes the requirements for reporting discontinued operations by limiting it to disposals representing a strategic shift that has or will have a major effect on the entity’s operations and financial results. An entity will be required to: (i) present the assets and liabilities of a disposal group that includes a discontinued operation separately in the statement of financial position; and (ii) expand disclosures about the discontinued operations. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2014 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force)," which states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-5, "Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)," which states that a cumulative translation adjustment ("CTA") is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. The entire amount of the CTA associated with the foreign entity would be released when there has been a: (i) sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity; (ii) loss of a controlling financial interest in an investment in a foreign entity; and (iii) step acquisition for a foreign entity. The authoritative guidance does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 3 -- Restructuring Charge

We incurred restructuring charges which generally consist of employee severance and termination costs, contract terminations and/or costs to terminate lease obligations less assumed sublease income. These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions.

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 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 costs 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, 2014 vs. Three Months Ended March 31, 2013

During the three months ended March 31, 2014, we recorded a $4.9 million restructuring charge. The significant components of this charge included:

•

Severance and termination costs of $4.7 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 55 employees were impacted. Of these 55 employees, approximately 30 employees exited the Company in the first quarter of 2014, with the remaining primarily to exit in the second quarter of 2014. The cash payments for these employees will be substantially completed by the fourth quarter of 2014; and


•	Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $0.2 million.

During the three months ended March 31, 2013, we recorded a $2.3 million restructuring charge. The significant components of this charge included:

•

Severance and termination costs of $0.6 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 45 employees were impacted. Of these 45 employees, approximately 40 employees exited the Company in the first quarter of 2013, with the remaining primarily having exited in the second quarter of 2013. The cash payments for these employees were substantially completed by the third quarter of 2013; and


•	Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $1.7 million.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization:



	Severance and Termination			Contract Termination, Lease Termination Obligations and Other Exit Costs			Total
Restructuring Charges:
Balance Remaining as of December 31, 2013	$	5.8		$	4.6		$	10.4
Charge Taken during First Quarter 2014	4.7			0.2			4.9
Payments during First Quarter 2014	(2.0		)	(3.9		)	(5.9		)
Balance Remaining as of March 31, 2014	$	8.5		$	0.9		$	9.4



	Severance and Termination			Contract Termination, Lease Termination Obligations and Other Exit Costs			Total
Restructuring Charges:
Balance Remaining as of December 31, 2012	$	9.4		$	2.3		$	11.7
Charge Taken during First Quarter 2013	0.6			1.7			2.3
Payments/Asset Impairment during First Quarter 2013 (1)	(3.7		)	(0.8		)	(4.5		)
Balance Remaining as of March 31, 2013	$	6.3		$	3.2		$	9.5

(1) We incurred an asset impairment of $0.5 million in the first quarter of 2013 related to the termination of a lease.


Note 4 --	Notes Payable and Indebtedness

Our borrowings are summarized in the following table:



	March 31, 2014		December 31, 2013
Debt Maturing Within One Year:
Other	$	0.1	$	0.1
Total Debt Maturing Within One Year	$	0.1	$	0.1
Debt Maturing After One Year:
Long-Term Fixed-Rate Notes (Net of a $2.9 million and $3.0 million discount as of March 31, 2014 and December 31, 2013, respectively)	$	1,047.1	$	1,047.0
Fair Value Adjustment Related to Hedged Debt	2.2		2.5
Credit Facility	464.5		466.5
Total Debt Maturing After One Year	$	1,513.8	$	1,516.0

Fixed-Rate Notes

In December 2012, we issued senior notes with a face value of $450 million that mature on December 1, 2017 (the "2017 notes”), bearing interest at a fixed annual rate of 3.25%, payable semi-annually. In addition, in December 2012, we issued senior notes with a face value of $300 million that mature on December 1, 2022 (the “2022 notes”), bearing interest at a fixed annual rate of 4.375%, payable semi-annually. The proceeds were used in December 2012 to repay borrowings outstanding under our revolving credit facility and retire our then outstanding $400 million senior notes bearing interest at a fixed annual rate of 6.00%, which had a maturity date of April 2013. The interest rates applicable to the 2017 notes and 2022 notes are subject to adjustment if our debt rating is decreased three levels below the Standard & Poor's and Fitch BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s)

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

would reverse. The maximum adjustment is 2.00% above the initial interest rates and the rates cannot adjust below the initial interest rates. As of March 31, 2014, no such adjustments to the interest rates were required. The 2017 notes and 2022 notes carrying amounts of $450.0 million and $297.5 million, net of less than $0.1 million and $2.5 million of remaining issuance discounts, respectively, are recorded as “Long-Term Debt” in the unaudited consolidated balance sheet at March 31, 2014.

The 2017 notes and 2022 notes were issued at discounts of less than $0.1 million and $2.9 million, respectively. In addition, in connection with the issuance, we incurred underwriting and other fees of approximately $3.4 million and $2.5 million for the 2017 notes and 2022 notes, respectively. These costs are being amortized over the life of the applicable notes. The 2017 notes and 2022 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. We were in compliance with these non-financial covenants at March 31, 2014 and 2013. The 2017 notes and 2022 notes do not contain any financial covenants.

In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (the "2015 notes”), bearing interest at a fixed annual rate of 2.875%, payable semi-annually. The proceeds were used in December 2010 to repay our then outstanding $300 million senior notes, bearing interest at a fixed annual rate of 5.50%, which had a maturity date of March 15, 2011. The 2015 notes of $299.7 million, net of $0.3 million remaining discount, are recorded as “Long-Term Debt” in the unaudited consolidated balance sheet at March 31, 2014.

The 2015 notes were issued at a discount of $1.1 million, and, in connection with the issuance, we incurred underwriting and other fees of approximately $2.5 million. These costs are being amortized over the life of the 2015 notes. The 2015 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. We were in compliance with these non-financial covenants at March 31, 2014 and 2013. The 2015 notes do not contain any financial covenants.

In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense)—Net” in the consolidated statement of operations and comprehensive income.

In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-rate debt mix, the interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) - Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.

Approximately $0.8 million of derivative gains offset by a $0.5 million loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March 31, 2012. The $4.9 million adjustment in the carrying amount of the hedged debt at the date of termination is being amortized as an offset to “Interest Expense” in our consolidated statement of operations and comprehensive income over the remaining term of the 2015 notes. Approximately $0.3 million of amortization was recorded during the three months ended March 31, 2014, resulting in a balance of $2.2 million in the unaudited consolidated balance sheet at March 31, 2014.

Credit Facility

At March 31, 2014 and December 31, 2013, we had an $800 million revolving credit facility, which expires in October 2016. Borrowings under the $800 million revolving 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 revolving credit facility financial covenants at March 31, 2014 and December 31, 2013.

At March 31, 2014 and December 31, 2013, we had $464.5 million and $466.5 million, respectively, of borrowings outstanding under the $800 million revolving credit facility with weighted average interest rates of 1.26% and 1.24%, respectively. We borrowed under this facility from time-to-time during the three months ended March 31, 2014 to supplement the timing of receipts in order to fund our working capital. We have also borrowed under this facility from time-to-time to fund a portion of our share repurchases. The $800 million revolving credit facility also supports our commercial paper program. Under this program, we may issue from time-to-time unsecured promissory notes in the commercial paper market in private placements exempt from registration under the Securities Act of 1933, as amended, for a cumulative face amount not to exceed $800 million outstanding at any one time and with maturities not exceeding 364 days from the date of issuance. Outstanding

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

commercial paper effectively reduces the amount available for borrowing under the $800 million revolving credit facility. We did not borrow under our commercial paper program during the three months ended March 31, 2014 or 2013.

Other

At March 31, 2014 and December 31, 2013, certain of our international operations had uncommitted lines of credit of $2.7 million and $2.6 million, respectively. There were no borrowings outstanding under these lines of credit at March 31, 2014 and December 31, 2013, respectively. These arrangements have no material facility fees and no compensating balance requirements.

We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $4.7 million at March 31, 2014 and December 31, 2013, respectively.

Interest paid for all outstanding debt totaled $1.3 million and $0.7 million during the three months ended March 31, 2014 and 2013, respectively.


Note 5 --	Earnings Per Share

We 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 Earnings Per Share ("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. We did not have any weighted average restricted shares outstanding for either of the three months ended March 31, 2014 and 2013.

We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just services. Beginning in 2013, we granted certain employees target awards of performance-based restricted stock units, in the form of leveraged restricted stock units or performance units. As the actual number of D&B common shares ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s actual performance against the pre-established market conditions or performance conditions, these awards are considered contingently issuable shares.



	Three Months Ended March 31,
	2014		2013
Net Income Attributable to D&B	$	85.3	$	52.9
Less: Allocation to Participating Securities	—		—
Net Income Attributable to D&B Common Shareholders – Basic and Diluted	$	85.3	$	52.9
Weighted Average Number of Shares Outstanding – Basic	37.4		40.6
Dilutive Effect of Our Stock Incentive Plans	0.3		0.3
Weighted Average Number of Shares Outstanding – Diluted	37.7		40.9
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	2.28	$	1.30
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	2.26	$	1.29

Stock-based awards (including contingently issuable shares) to acquire 17,058 shares and 896,151 shares of common stock were outstanding at the three months ended March 31, 2014 and 2013, 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 ten years from the grant date and our stock awards vest generally within three to five years.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Our share repurchases were as follows:



	For the Three Months Ended March 31,
Program	2014			2013
	Shares	$ Amount		Shares	$ Amount
	(Dollar amounts in millions)
Share Repurchase Programs (a)	813,323	$	85.0	1,423,537	$	115.0
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (“ESPP”) (b)	123,401	13.0		74,315	6.0
Total Repurchases	936,724	$	98.0	1,497,852	$	121.0

(a)

(b)

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. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.

Note 6 -- Other Accrued and Current Liabilities



	March 31, 2014		December 31, 2013
Restructuring Accruals	$	9.4	$	10.4
Bond Interest Payable (1)	12.5		3.4
Professional Fees	34.3		34.6
Operating Expenses	25.6		29.1
Other Accrued Liabilities	34.2		38.6
	$	116.0	$	116.1


(1)	The increase in Bond Interest Payable from December 31, 2013 to March 31, 2014 was primarily attributed to the timing of the semi-annual interest payments.

Note 7 -- Contingencies

We are involved in tax and legal proceedings, claims and litigation arising in the ordinary course of business for which we believe that we have adequate reserves, and such reserves are not material to the consolidated financial statements. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. Once we have disclosed a matter that we believe is or could be material to us, we continue to report on such matter until there is finality of outcome or until we determine that disclosure is no longer warranted. Further, we believe our estimate of the aggregate range of reasonably possible losses, in excess of established reserves, for our legal proceedings was not material at March 31, 2014. In addition, from time-to-time, we may be involved in additional matters, which could become material and for which we may also establish reserve amounts, as discussed below.

China Operations

On March 18, 2012, we announced we had temporarily suspended our Shanghai Roadway D&B Marketing Services Co. Ltd. (“Roadway”) operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.

On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with five former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens. On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment on four former Roadway employees. A fifth former Roadway employee was separated from the case.

During the three months ended March 31, 2014, we incurred $0.3 million of legal and other professional fees related to matters in China, as compared to $1.6 million of legal and other professional fees and $0.1 million in local shut-down costs for the three months ended March 31, 2013.

As our investigation is ongoing, we cannot yet predict the ultimate outcome of the matter or its impact, if any, on our business, financial condition or results of operations. No amount in respect of any potential liability in this matter, including for penalties, fines or other sanctions, has been accrued in the consolidated financial statements. In accordance with ASC 450, "Contingencies," or "ASC 450", we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

Dun & Bradstreet Credibility Corporation v. Dun & Bradstreet, Inc., and The Dun & Bradstreet Corporation (N.Y. state court)

On February 20, 2014, Dun & Bradstreet Credibility Corporation (“DBCC”) filed an action in the Supreme Court of the State of New York for the County of New York against the Company. DBCC is an unaffiliated entity with license rights to use the Company’s brand name and to sell certain of the Company’s products. The complaint alleges that the Company breached the Commercial Services Agreement (“CSA”), which was entered into by the Company and DBCC on July 30, 2010 in connection with DBCC’s acquisition of the Company’s North American Self Awareness Solution business. The complaint alleges that the Company breached several of the CSA’s terms, and that the Company is trying to terminate the CSA through improper means. The Complaint alleges causes of action for breach of contract; breach of the covenant of good faith and fair dealing, in the alternative; intentional interference with prospective economic advantage; and declaratory judgment. The Complaint seeks damages and declaratory and injunctive relief. The Company was served with the Complaint on February 24, 2014. On March 10, 2014, the court entered an order staying the lawsuit to permit the parties to attempt to resolve the matter in mediation.

The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

Dun & Bradstreet Credibility Corporation Sales Practices Litigations

O&R Construction, LLC v. Dun & Bradstreet Credibility Corporation, et al., No. 2:12 CV 02184 (W.D. Wash.)

On December 13, 2012, plaintiff O&R Construction LLC filed a putative class action in the United States District Court for the Western District of Washington against D&B and an unaffiliated entity. The complaint alleged, among other things, that defendants violated the antitrust laws, used deceptive marketing practices to sell the CreditBuilder credit monitoring products and allegedly misrepresented the nature, need and value of the products. The plaintiff purports to sue on behalf of a putative class of purchasers of CreditBuilder and seeks recovery of damages and equitable relief. On February 18, 2013, the Company filed a motion to dismiss the complaint. On April 5, 2013, plaintiff filed an amended complaint in lieu of responding to the motion. The amended complaint dropped the antitrust claims and retained the class action and deceptive practices allegations. The Company filed a new motion to dismiss the amended complaint on May 3, 2013. On August 23, 2013, the Court heard the motion and granted it. Specifically, the Court dismissed a contract claim with prejudice, and dismissed all the remaining claims without prejudice. On September 23, 2013, plaintiff filed a Second Amended Complaint (“SAC”). The SAC alleges claims for negligence, defamation and unfair business practices under Washington state law against the Company for alleged inaccuracies in small business credit reports. The SAC also alleges liability against the Company under a joint venture or agency theory for practices relating to CreditBuilder. The Company filed a motion to dismiss the SAC. On January 9, 2014, the Court heard argument on the Company’s motion and dismissed with prejudice the claims based on a joint venture or agency liability theory brought against the Company. The Court denied the motion with respect to the negligence, defamation and unfair practices claims. On January 23, 2014, the Company answered the SAC. On May 2, 2014, plaintiff filed a Notice Regarding Scope of Class Definition, noting its intention to revise its class definition to exclude small businesses from the states of Ohio and California from its motion for class certification. The parties exchanged initial disclosures and completed

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

the initial case management process in March 2013. Discovery in the case is ongoing, and the Company is continuing to investigate the allegations. In accordance with ASC 450, we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

Die-Mension Corporation v. Dun & Bradstreet Credibility Corporation et al., No. 1:14-cv-392 (N.D. Oh.)

On February 20, 2014, plaintiff Die-Mension Corporation (“Die-Mension”) filed a putative class action in the United States District Court for the Northern District of Ohio against the Company and DBCC, an unaffiliated entity, Die-Mension purporting to sue on behalf of a putative class of all purchasers of a CreditBuilder product in the United States or in such state(s) as the Court may certify. The complaint alleged that DBCC used deceptive marketing practices to sell the CreditBuilder credit monitoring products. As against the Company, the complaint alleged a violation of Ohio’s Deceptive Trade Practices Act, defamation, and negligence. The complaint alleged deceptive trade practices, negligent misrepresentation and concealment against DBCC. On March 4, 2014, in response to a direction from the court, Die-Mension withdrew its original complaint and filed an amended complaint. The amended complaint contains the same substantive allegations as the original complaint, but limits the purported class to small businesses in Ohio that purchased the CreditBuilder product. On March 13 2014, the Company agreed to waive service of the amended complaint. On May 5, 2014, the Company and DBCC filed a Joint Motion to Transfer the litigation to the Western District of Washington. The parties also filed a stipulated motion extending the Company and DBCC’s time to file a motion to dismiss or otherwise answer the amended complaint until 20 days after the Court decides the Joint Motion to Transfer. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

Vinotemp International Corporation and CPrint®, Inc. v. Dun & Bradstreet Credibility Corporation, et al., No. 8:14-cv-00451 (C.D. Cal)

On March 24 2014, plaintiffs Vinotemp International Corporation (“Vinotemp”) and CPrint^®, Inc. (“CPrint”) filed a putative class action in the United States District Court for the Central District of California against the Company and DBCC, an unaffiliated entity. Vinotemp and CPrint purport to sue on behalf of all purchasers of DBCC’s CreditBuilder product in the state of California. The complaint alleges that DBCC used deceptive marketing practices to sell the CreditBuilder credit monitoring products, in violation of §17200 and §17500 of the California Business and Professions Code. The complaint also alleges negligent misrepresentation and concealment against DBCC. As against the Company, the complaint alleges that the Company entered false and inaccurate information on credit reports in violation of § 17200 of the California Business and Professions Code, and also alleges negligence and defamation claims. On March 31, 2014, the Company agreed to waive service of the complaint. The Company’s response is due May 27, 2014. The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

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.

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.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 8 -- Income Taxes

Our effective tax rate for the three months ended March 31, 2014 of (75.0)% was impacted by the release of reserves of $58.7 million, net of cash paid, for uncertain tax positions due to the effective settlement of audits for the 2007 - 2009 tax years. Our effective tax rate for the three months ended March 31, 2013 of 31.0% was impacted by the release of reserves for uncertain tax positions and a benefit for the reenactment of the U.S. research and development tax credit for 2012 and 2013 as part of the American Taxpayer Relief Act of 2012 signed into law in January 2013. For the three months ended March 31, 2014 there are no changes in our effective tax rate that either have had or that we expect may reasonably have a material impact on our operations or future performance.

The total amount of gross unrecognized tax benefits as of March 31, 2014 was $44.5 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $41.6 million, net of related additional tax benefits. During the three months ended March 31, 2014, we decreased our unrecognized tax benefits by $61.2 million, net of increases. The decrease is primarily due to the effective settlement of audits for the 2007 - 2009 tax years. We anticipate that it is reasonably possible total unrecognized tax benefits will decrease by approximately $15 million within the next twelve months as a result of the expiration of applicable statutes of limitation.

We or one of our subsidiaries file 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 examination by the IRS for years prior to 2010. In state and local jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2009. In foreign jurisdictions, with a few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2008.

We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense recognized for the three months ended March 31, 2014 was $0.3 million, net of tax benefits, as compared to $0.4 million, net of tax benefits, for the three months ended March 31, 2013. The total amount of accrued interest as of March 31, 2014 was $4.3 million, net of tax benefits, as compared to $8.6 million, net of tax benefits, as of March 31, 2013.

Note 9 -- Pension and Postretirement Benefits

The following table sets forth the components of the net periodic cost (income) 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,
	2014			2013			2014			2013
Components of Net Periodic Cost (Income):
Service Cost	$	1.1		$	1.3		$	0.2		$	0.2
Interest Cost	19.7			17.5			0.2			0.2
Expected Return on Plan Assets	(25.2		)	(23.5		)	—			—
Amortization of Prior Service Cost (Credit)	0.1			0.1			(0.4		)	(2.3		)
Recognized Actuarial Loss (Gain)	8.9			10.9			(0.3		)	(0.4		)
Net Periodic Cost (Income)	$	4.6		$	6.3		$	(0.3	)	$	(2.3	)

We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 that we expected to contribute $20 million to our U.S. Non-Qualified plans and non-U.S. pension plans and $4 million to our postretirement benefit plan for the year ended December 31, 2014. As of March 31, 2014, we have made contributions to our Non-Qualified U.S. and non-U.S. pension plans of $4.8 million and to our postretirement benefit plan of $0.6 million.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except share and 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 and report our business through the following three segments:


•	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 operations in the United Kingdom ("U.K."), the Netherlands, Belgium, Latin America and European Worldwide Network).

Our customer solution sets are D&B Risk Management Solutions™ and D&B Sales & Marketing 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 and intercompany transactions, because these charges are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business.



	For the Three Months Ended March 31,
	2014			2013
Revenue:
North America	$	279.0		$	283.2
Asia Pacific	41.7			40.8
Europe and Other International Markets	61.1			56.2
Consolidated Core	381.8			380.2
Divested and Other Businesses	0.1			0.8
Consolidated Total	$	381.9		$	381.0
Operating Income (Loss):
North America	$	78.0		$	86.0
Asia Pacific	6.2			2.4
Europe and Other International Markets	16.7			14.0
Total Segments	100.9			102.4
Corporate and Other (1)	(18.6		)	(14.6		)
Consolidated Total	82.3			87.8
Non-Operating Income (Expense), Net (2)	(33.5		)	(10.9		)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates	$	48.8		$	76.9


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



	For the Three Months Ended March 31,
	2014			2013
Corporate Costs	$	(13.4	)	$	(10.7	)
Restructuring Expense	(4.9		)	(2.3		)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China	(0.3		)	(1.6		)
Total Corporate and Other	$	(18.6	)	$	(14.6	)

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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


(2)	The following table summarizes “Non-Operating Income (Expense):”



	For the Three Months Ended March 31,
	2014			2013
Interest Income	$	0.4		$	0.2
Interest Expense	(10.6		)	(9.9		)
Other Income (Expense) - Net (a)	(23.3		)	(1.2		)
Non-Operating Income (Expense) - Net	$	(33.5	)	$	(10.9	)

(a) The increase in Other Expense was primarily due to the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the effective settlement of audits for the 2007 - 2009 tax years.

Supplemental Geographic and Customer Solution Set Information:



	For the Three Months Ended March 31,
	2014		2013
Customer Solution Set Revenue:
North America:
Risk Management Solutions	$	163.3	$	166.0
Sales & Marketing Solutions	115.7		117.2
North America Core Revenue	279.0		283.2
Divested and Other Businesses	—		—
Total North America Revenue	279.0		283.2

Asia Pacific:
Risk Management Solutions	36.7		35.6
Sales & Marketing Solutions	5.0		5.2
Asia Pacific Core Revenue	41.7		40.8
Divested and Other Businesses (3)	—		0.6
Total Asia Pacific Revenue	41.7		41.4

Europe and Other International Markets:
Risk Management Solutions	49.7		46.1
Sales & Marketing Solutions	11.4		10.1
Europe and Other International Markets Core Revenue	61.1		56.2
Divested and Other Businesses	0.1		0.2
Total Europe and Other International Markets Revenue	61.2		56.4

Consolidated Total:
Risk Management Solutions	249.7		247.7
Sales & Marketing Solutions	132.1		132.5
Core Revenue	381.8		380.2
Divested and Other Businesses (3)	0.1		0.8
Consolidated Total Revenue	$	381.9	$	381.0

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

(3)

During the fourth quarter of 2013 and in the first quarter of 2014, we ceased the operations of: (a) our India Event Planning and Rural Marketing Businesses in our Asia Pacific segment. These businesses contributed 2% to our Asia Pacific total revenue for the three months ended March 31, 2013; and (b) our Ireland Small Corporate Registry Business in our Europe and Other International Markets segment. This business contributed less than 1% to our Europe and Other International Markets total revenue for each of the three months ended March 31, 2014 and 2013. These businesses have been classified as “Divested and Other Businesses.”

The following table represents Divested and Other Businesses revenue by solution set:



	For the Three Months Ended March 31,
	2014		2013
Divested and Other Businesses:
Risk Management Solutions	$	0.1	$	0.2
Sales & Marketing Solutions	—		0.6
Total Divested and Other Businesses Revenue	$	0.1	$	0.8



	At March 31, 2014		At December 31, 2013
Assets:
North America (4)	$	781.5	$	843.2
Asia Pacific (5)	367.6		371.9
Europe and Other International Markets (6)	455.2		445.4
Total Segments	1,604.3		1,660.5
Corporate and Other (7)	202.9		229.8
Consolidated Total	$	1,807.2	$	1,890.3
Goodwill:
North America	$	262.7	$	265.1
Asia Pacific	207.2		210.2
Europe and Other International Markets	115.7		113.8
Consolidated Total	$	585.6	$	589.1


(4)	The decrease in assets in the North America segment to $781.5 million at March 31, 2014 from $843.2 million at December 31, 2013 was primarily due to a decrease in accounts receivable compared to the fourth quarter of 2013 resulting from the cyclical sales pattern of our North America business.


(5)	The decrease in assets in the Asia Pacific segment to $367.6 million at March 31, 2014 from $371.9 million at December 31, 2013 was primarily due to the negative impact of foreign currency translation.


(6)	The increase in assets in the Europe and Other International Markets segment to $455.2 million at March 31, 2014 from $445.4 million at December 31, 2013 was primarily due to an increase in cash as a result of higher collections.


(7)	The decrease in assets in Corporate and Other to $202.9 million at March 31, 2014 from $229.8 million at December 31, 2013 was primarily due to the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the effective settlement of audits for the 2007 - 2009 tax years.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Note 11 -- 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. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries and foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below.

We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, 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, 2014 and December 31, 2013, 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, 2014 and December 31, 2013, because we sell to a large number of customers in different geographical locations and industries.

Interest Rate Risk Management

Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a policy that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. As of March 31, 2014, we did not have any interest rate derivatives outstanding.

Fair Value Hedges

For interest rate derivative instruments that are designated and qualify as a fair value hedge, we assess quarterly whether the interest rate swaps are highly effective in offsetting changes in the fair value of the hedged debt. Changes in fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of “Other Income (Expense) – Net” in the unaudited consolidated statements of operations and comprehensive income. The effectiveness of the hedge is monitored on an ongoing basis for hedge accounting purposes, and if the hedge is considered ineffective, we discontinue hedge accounting prospectively.

In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (the "2015 notes”). In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense) – Net” in the unaudited consolidated statements of operations and comprehensive income.

In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-rate debt mix, the interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense)—Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Cash Flow Hedges

For interest rate derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the periodic hedge remeasurement gains or losses on the derivative are reported as a component of other comprehensive income ("OCI") 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.

Foreign Exchange Risk Management

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 net investments in our foreign subsidiaries. We use short-term, foreign exchange forward and option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound sterling, the Euro and Canadian dollar. The gains and losses on the forward contracts associated with the balance sheet positions are recorded in “Other Income (Expense) – Net” in the unaudited consolidated statements of operations and comprehensive income and are essentially offset by the losses and gains 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, foreign exchange forward contracts. In addition, we may use foreign exchange option contracts to hedge certain foreign earnings streams and foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding foreign exchange forward and option contracts are marked-to-market at the end of each quarter and the fair value impacts are reflected within the unaudited consolidated financial statements.

As of March 31, 2014 and 2013, the notional amounts of our foreign exchange contracts were $295.9 million and $280.5 million, respectively.

Fair Values of Derivative Instruments in the Consolidated Balance Sheet



	Asset Derivatives						Liability Derivatives
	March 31, 2014			December 31, 2013			March 31, 2014			December 31, 2013
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments
Foreign exchange forward contracts	Other Current Assets	$	0.2	Other Current Assets	$	0.4	Other Accrued & Current Liabilities	$	0.3	Other Accrued & Current Liabilities	$	0.4
Total derivatives not designated as hedging instruments		$	0.2		$	0.4		$	0.3		$	0.4
Total Derivatives		$	0.2		$	0.4		$	0.3		$	0.4

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

The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income



Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivatives
		For the Three Months Ended March 31,
		2014			2013
Foreign exchange forward contracts	Non-Operating Income (Expenses) – Net	$	(4.9	)	$	(5.3	)

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

Fair Value of Financial Instruments

Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated intercompany loans and certain third-party and intercompany transactions and we use foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. Fair value for derivative financial instruments is determined utilizing a market approach.

We have a 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.

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 do not accurately reflect the current market environment, 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 pricing provider, if deemed appropriate. In addition, the pricing 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 inactive 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, 2014 and December 31, 2013, 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.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

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.

The following table summarizes fair value measurements by level at March 31, 2014 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, 2014
Assets:
Cash Equivalents (1)	$	98.7	$	—	$	—	$	98.7
Other Current Assets:
Foreign Exchange Forwards (2)	$	—	$	0.2	$	—	$	0.2
Liabilities:
Other Accrued and Current Liabilities:
Foreign Exchange Forwards (2)	$	—	$	0.3	$	—	$	0.3


(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.

The following table summarizes fair value measurements by level at December 31, 2013 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, 2013
Assets:
Cash Equivalents (1)	$	95.9	$	—	$	—	$	95.9
Other Current Assets:
Foreign Exchange Forwards (2)	$	—	$	0.4	$	—	$	0.4
Liabilities:
Other Accrued and Current Liabilities:
Foreign Exchange Forwards (2)	$	—	$	0.4	$	—	$	0.4


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

At March 31, 2014 and December 31, 2013, 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 valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:



	Balance at
	March 31, 2014				December 31, 2013
	Carrying Amount (Asset) Liability		Fair Value (Asset) Liability		Carrying Amount (Asset) Liability		Fair Value (Asset) Liability
Long-term Debt	$	1,047.1	$	1,081.4	$	1,047.0	$	1,054.8
Credit Facilities	$	464.5	$	464.6	$	466.5	$	466.1

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except share and 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 three months ended March 31, 2014 and 2013, we did not measure any assets or liabilities at fair value on a nonrecurring basis.


Note 12 --	Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income ("AOCI") as of March 31, 2014 and 2013:



	Foreign Currency Translation Adjustments			Defined Benefit Pension Plans			Derivative Financial Instruments		Total
Balance, December 31, 2012	$	(151.2	)	$	(701.0	)	$	0.1	$	(852.1	)
Other Comprehensive Income (Loss) Before Reclassifications	(12.4		)	—			—		(12.4		)
Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax	—			5.5			—		5.5
Balance, March 31, 2013	$	(163.6	)	$	(695.5	)	$	0.1	$	(859.0	)

Balance, December 31, 2013	$	(186.7	)	$	(552.2	)	$	0.1	$	(738.8	)
Other Comprehensive Income (Loss) Before Reclassifications	(3.4		)	—			—		(3.4		)
Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax	—			5.4			—		5.4
Balance, March 31, 2014	$	(190.1	)	$	(546.8	)	$	0.1	$	(736.8	)

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

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

The following table summarizes the reclassifications out of AOCI as of March 31, 2014 and 2013:



Details About Accumulated Other Comprehensive Income Components	Affected Line Item in the Statement Where Net Income is Presented	Amount Reclassified from Accumulated Other Comprehensive Income
		Three Months Ended March 31,
		2014			2013
Foreign Currency Translation Adjustments:
Sale of Business	Other Income (Expense) – Net	$	—		$	—

Defined Benefit Pension Plans:
Amortization of Prior Service Costs	Selling and Administrative Expenses	$	(0.2	)	$	(1.6	)
	Operating Expenses	(0.1		)	(0.6		)
Amortization of Actuarial Gain/Loss	Selling and Administrative Expenses	6.3			7.8
	Operating Expenses	2.3			2.7
Total Before Tax		8.3			8.3
Tax (Expense) or Benefit		(2.9		)	(2.8		)
Total After Tax		$	5.4		$	5.5

Derivative Financial Instruments:
Amortization of Cash Flow Hedges	Interest Expense	$	—		$	—
Total Before Tax		—			—
Tax (Expense) or Benefit		—			—
Total After Tax		$	—		$	—

Total Reclassifications for the Period, Net of Tax		$	5.4		$	5.5

Note 13 -- Subsequent Events

Dividend Declaration

In May 2014, the Board of Directors approved the declaration of a dividend of $0.44 per share of common stock for the second quarter of 2014. This cash dividend will be payable on June 13, 2014 to shareholders of record at the close of business on May 29, 2014.

Share Repurchases

From April 1, 2014 through May 6, 2014, we have repurchased 349,200 shares of common stock for approximately $36 million, which were outstanding at March 31, 2014. The share repurchases were comprised of 310,278 shares of common stock for approximately $32 million under our $1 billion share repurchase program and 38,922 shares of common stock for approximately $4 million under our four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. See Note 5 to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on our share repurchase programs.

Table of Contents


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” or "us" or the “Company”) is the world's leading source of commercial data, analytics and insight on businesses, or “content.” Our global commercial database as of March 31, 2014 contained more than 235 million business records. We transform commercial data into valuable insight which is the foundation of our global solutions that customers rely on to make critical business decisions.

D&B provides solution sets that meet a diverse set of customer needs globally. Customers use D&B Risk Management Solutions™ to mitigate credit and supplier risk, increase cash flow and drive increased profitability, and D&B Sales & Marketing Solutions™ to provide data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing customers.

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 and other 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 and other businesses since they are not included in future revenue.

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. The change in our operating performance attributable to foreign currency rates is determined by converting both our prior and current periods by a constant rate. As a result, we monitor our core revenue growth both after and before the effects of foreign exchange. Core revenue growth excludes 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 we believe do not reflect our underlying business performance. 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 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. See Note 10 to the 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

Table of Contents

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 re-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 the consolidated statements of cash flows.

We manage and report our North America Risk Management Solutions set as:


•	DNBi subscription plans - DNBi, our interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis. DNBi subscription plans are contracts that allow customers' unlimited use;


•	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; 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.

Management believes that these measures provide further insight into our performance and the growth of our North America Risk Management Solutions revenue.

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

Our Traditional Sales & Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. We manage and report our Internet business as part of our Traditional Sales & Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.

Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&B Optimizer™ (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or “DaaS”) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (“CRM”) was our first area of focus, with D&B360^®, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce’s Data.com product. This product combines our business data with Salesforce’s contact data directly into their CRM application. The vision for DaaS is to make D&B's data available wherever and whenever our customers need it, thereby powering more effective business processes.

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.

Table of Contents

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

Overview

We manage and report our business through the following three segments:


•	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 ("U.K."), the Netherlands, Belgium, Latin America and European Worldwide Network).

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

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



	For the Three Months Ended March 31,
	2014		2013
Total Revenue:
North America	73	%	74	%
Asia Pacific	11	%	11	%
Europe and Other International Markets	16	%	15	%
Core Revenue:
North America	73	%	74	%
Asia Pacific	11	%	11	%
Europe and Other International Markets	16	%	15	%

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



	For the Three Months Ended March 31,
	2014		2013
Total Revenue by Customer Solution Set (1):
Risk Management Solutions	65	%	65	%
Sales & Marketing Solutions	35	%	35	%
Core Revenue by Customer Solution Set:
Risk Management Solutions	65	%	65	%
Sales & Marketing Solutions	35	%	35	%


(1)	Our Divested and Other Businesses contributed less than 1% to our total consolidated revenue for each of the three months ended March 31, 2014 and 2013. See Note 10 to the 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, 2013.

Critical Accounting Policies and Estimates

In preparing the 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, 2013.

Table of Contents

Recently Issued Accounting Standards

See Note 2 to the 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 the unaudited consolidated financial statements.

Results of Operations

The following discussion and analysis of our financial condition and results of operations are based upon the 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 the audited financial statements and related notes set forth in Item 8. of our Annual Report on Form 10-K for the year ended December 31, 2013, 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,
	2014		2013
	(Amounts in millions)
Revenue:
North America	$	279.0	$	283.2
Asia Pacific	41.7		40.8
Europe and Other International Markets	61.1		56.2
Core Revenue	381.8		380.2
Divested and Other Businesses	0.1		0.8
Total Revenue	$	381.9	$	381.0

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



	For the Three Months Ended March 31,
	2014		2013
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	249.7	$	247.7
Sales & Marketing Solutions	132.1		132.5
Core Revenue	381.8		380.2
Divested and Other Businesses	0.1		0.8
Total Revenue	$	381.9	$	381.0

Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013

Total revenue increased $0.9 million, or less than 1% (1% increase before the effect of foreign exchange), for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The increase in total revenue was driven by an increase in Europe and Other International Markets total revenue of $4.8 million, or 9% (5% increase before the effect of foreign exchange), and an increase in Asia Pacific total revenue of $0.3 million, or 1% (10% increase before the effect of foreign exchange), partially offset by a decrease in North America total revenue of $4.2 million, or 2% (1% decrease before the effect of foreign exchange).

Asia Pacific total revenue was impacted by the ceasing of operations of our India Event Planning and Rural Marketing Businesses, during the fourth quarter of 2013, which we reclassified as Divested and Other Businesses.

Europe and Other International Markets total revenue was impacted by the ceasing of operations of our Ireland Small Corporate Registry Business, during the first quarter of 2014, which was reclassified as Divested and Other Businesses.

Table of Contents

Core revenue, which reflects total revenue less revenue from Divested and Other Businesses, increased $1.6 million, or less than 1% (1% increase before the effect of foreign exchange), for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The increase in core revenue is primarily attributed to:


•	The timing of a renewal, together, with incremental growth of a large government contract that last year signed in the third quarter;


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


•	Growth in our DaaS products, primarily Data.com, our alliance product with Salesforce.com; and


•	Growth in our U.K. market primarily driven by a customer's compliance need, as well as growth in our European Partnerships;

partially offset by:


•	Decreased revenue of our subscription plans primarily due to a decline in our prior year renewal sales.

Customer Solution Sets

On a customer solution set basis, core revenue reflects:

•

A $2.0 million, or 1% increase (2% increase before the effect of foreign exchange), in Risk Management Solutions. The increase was driven by an increase in revenue in Europe and Other International Markets of $3.6 million, or 8% (5% increase before the effect of foreign exchange), and an increase in revenue in Asia Pacific of $1.1 million, or 3% (13% increase before the effect of foreign exchange), partially offset by a decrease in revenue in North America of $2.7 million, or 2% (1% decrease before the effect of foreign exchange); and

•

A $0.4 million, or less than 1% decrease (both before and after the effect of foreign exchange), in Sales & Marketing Solutions. The decrease was driven by a decrease in revenue in North America of $1.5 million, or 1% (both before and after the effect of foreign exchange), and a decrease in Asia Pacific of $0.2 million, or 4% (2% increase before the effect of foreign exchange), partially offset by an increase in revenue in Europe and Other International Markets of $1.3 million, or 14% (10% increase before the effect of foreign exchange).

Recent Developments

Shanghai Roadway D&B Marketing Services Co. Ltd.

On March 18, 2012, we announced that we had temporarily suspended our Shanghai Roadway D&B Marketing Services Co. Ltd. (“Roadway”) operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act ("FCPA") and certain other laws in our China operations. As previously reported, we voluntarily contacted the Securities and Exchange Commission ("SEC") and the United States Department of Justice ("DOJ") to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.

We are presently unable to predict the duration, scope or result of the Audit Committee's investigation, of any investigations by the SEC, or the DOJ, or any other U.S. or foreign governmental authority, or whether any such authority will commence any legal action against us. The SEC and the DOJ have a broad range of civil and criminal sanctions available to them under the FCPA and other laws and regulations including, but not limited to, injunctive relief, disgorgement, fines, penalties, modifications to business practices, including the termination or modification of existing business relationships and

Table of Contents

the imposition of compliance programs and the retention of a monitor to oversee compliance with the FCPA. These investigations could ultimately result in penalties or other payments by us. In connection with the wind down of the Roadway operations, we believe we may incur additional cash expenditures.

Consolidated Operating Costs

The following table presents our consolidated operating costs and operating income for the three months ended March 31, 2014 and 2013:



	For the Three Months Ended March 31,
	2014		2013
	(Amounts in millions)
Operating Expenses	$	128.3	$	126.2
Selling and Administrative Expenses	150.5		146.4
Depreciation and Amortization	15.9		18.3
Restructuring Charge	4.9		2.3
Operating Costs	$	299.6	$	293.2
Operating Income	$	82.3	$	87.8

Operating Expenses

Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013

Operating expenses increased $2.1 million, or 2%, for the three months ended March 31, 2014, compared to the three months ended March 31, 2013. The increase was primarily due to the following:


•	Increased costs in data and technology;

partially offset by:


•	Non-recurring costs that occurred in the prior year period associated with our technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment, which was impaired and written-off in the fourth quarter of 2013.

Selling and Administrative Expenses

Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013

Selling and administrative expenses increased $4.1 million, or 3%, for the three months ended March 31, 2014, compared to the three months ended March 31, 2013. The increase was primarily due to the following:


•	Increased compensation costs (i.e., bonus and commission); 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 $4.6 million and $6.3 million for the three months ended March 31, 2014 and 2013, respectively. Lower pension cost in 2014 was driven by higher expected return from plan assets related to our U.S. Qualified Plan, primarily due to the higher market-related value of plan assets. A higher discount rate in 2014 resulted in lower actuarial losses amortization in 2014 is substantially offset by higher interest cost. The discount rate applied to our U.S. plans at January 1, 2014 is 4.44%, a 90 basis points increase from the 3.54% discount rate used for 2013.

We had postretirement benefit income of $0.3 million and $2.3 million for the three months ended March 31, 2014 and 2013, respectively. Lower income in 2014 was primarily due to lower amortization of prior service credits resulting from one of the major credits (for further detail see paragraph below) which is in the final year of amortization and the outstanding balance is less than the prior year’s amortization.

Table of Contents

Effective July 1, 2010, in connection with the Health Care and Education Reconciliation Act of 2010, we converted the then current prescription drug program for retirees over 65 to a group-based company sponsored Medicare Part D program, or EGWP. Beginning in 2013, we use the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs are completely eliminated. At that time, the Part D subsidies will be shared with retirees going forward to reduce retiree contributions. As a result, we reduced our accumulated postretirement obligation by $21 million in the third quarter of 2010, which is amortized over approximately four years.

We had expense associated with our 401(k) Plan of $2.7 million for each of the three months ended March 31, 2014 and 2013.

Stock-Based Compensation

For the three months ended March 31, 2014, we recognized total stock-based compensation expense of $2.0 million, compared to $3.4 million for the three months ended March 31, 2013.

Expense associated with our stock option programs was $0.3 million for the three months ended March 31, 2014, compared to $0.8 million for the three months ended March 31, 2013. The decrease was primarily due to changes in 2013 to our executive compensation program where the annual grants of stock options were replaced by grants of performance based restricted stock units.

Expense associated with restricted stock unit and restricted stock unit opportunity awards was $1.5 million for the three months ended March 31, 2014, compared to $2.4 million for the three months ended March 31, 2013. The decrease was primarily due to changes in the timing and vesting of the annual restricted stock unit grants made to our Board of Directors. The annual grant date was changed from early February to early May (the date of the annual meeting of shareholders).

Expense associated with our Employee Stock Purchase Plan (“ESPP”) was $0.2 million for each of the three months ended March 31, 2014 and 2013.

We expect total equity-based compensation of approximately $14 million for 2014. 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.

Depreciation and Amortization

Depreciation and amortization decreased $2.4 million, or 13%, for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. This decrease was primarily driven by costs that occurred in the prior year period associated with (i) our technology and software assets that were related to our data management infrastructure (data supply chain) in our North America segment; and (ii) our China Trade Portal asset in our Asia Pacific segment, both of which were impaired and written-off in the fourth quarter of 2013.

Restructuring Charge

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.

Table of Contents

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, 2014 vs. Three Months Ended March 31, 2013

During the three months ended March 31, 2014, we recorded a $4.9 million restructuring charge. The significant components of this charge included:

•


•	Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $0.2 million.

During the three months ended March 31, 2013, we recorded a $2.3 million restructuring charge. The significant components of this charge included:

•


•	Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $1.7 million.

Interest Income (Expense) — Net

The following table presents our “Interest Income (Expense) – Net” for the three months ended March 31, 2014 and 2013:



	For the Three Months Ended March 31,
	2014			2013
	(Amounts in millions)
Interest Income	$	0.4		$	0.2
Interest Expense	(10.6		)	(9.9		)
Interest Income (Expense) – Net	$	(10.2	)	$	(9.7	)

Interest income increased $0.2 million, or 59%, for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The increase in interest income is primarily attributable to higher average amounts of invested cash.

Interest expense increased $0.7 million, or 7%, for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013. The increase in interest expense is primarily attributable to higher amounts of average debt outstanding.

Table of Contents

Other Income (Expense) — Net

The following table presents our “Other Income (Expense) — Net” for the three months ended March 31, 2014 and 2013:



	For the Three Months Ended March 31,
	2014			2013
	(Amounts in millions)
Effect of Legacy Tax Matters(a)	$	(21.6	)	$	0.1
Miscellaneous Other Income (Expense) – Net	(1.7		)	(1.3		)
Other Income (Expense) – Net	$	(23.3	)	$	(1.2	)


(a)	During the three months ended March 31, 2014, 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 effective settlement of audits for the 2007 - 2009 tax years.

Provision for Income Taxes

Our effective tax rate for the three months ended March 31, 2014 of (75.0%) was impacted by the release of reserves of $58.7 million, net of cash paid, for uncertain tax positions due to the effective settlement of audits for the 2007 - 2009 tax years. Our effective tax rate for the three months ended March 31, 2013 of 31.0% was impacted by the release of reserves for uncertain tax positions and a benefit for the reenactment of the U.S. research and development tax credit for 2012 and 2013 as part of the American Taxpayer Relief Act of 2012 signed into law in January 2013. For the three months ended March 31, 2014 there are no changes in our effective tax rate that either have had or that we expect may reasonably have a material impact on our operations or future performance.

Earnings per Share

The following table sets forth our EPS for the three months ended March 31, 2014 and 2013:



	For the Three Months Ended March 31,
	2014		2013
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	2.28	$	1.30
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders	$	2.26	$	1.29

For the three months ended March 31, 2014, basic and diluted EPS attributable to D&B common shareholders increased 75%, compared with the three months ended March 31, 2013, due to an increase of 61% in Net Income Attributable to D&B common shareholders (see Provision for Income Taxes above) and an 8% reduction in the weighted average number of basic and diluted shares outstanding resulting from our total share repurchases.

Table of Contents

Segment Results

Our results are managed and reported through the following three segments:


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


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


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

The segments reported below, North America, Asia Pacific and Europe and Other International Markets, 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 73% of our total and core revenue, respectively, for the three months ended March 31, 2014 as compared to 74% of our total and core revenue, respectively, for the three months ended March 31, 2013.

The following table presents our North America revenue by customer solution set and North America operating income for the three months March 31, 2014 and 2013:



	For the Three Months Ended March 31,
	2014		2013
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	163.3	$	166.0
Sales & Marketing Solutions	115.7		117.2
North America Total and Core Revenue	$	279.0	$	283.2
Operating Income	$	78.0	$	86.0

Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013

North America Overview

North America total and core revenue decreased $4.2 million, or 2% (1% decrease before the effect of foreign exchange), for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.

North America Customer Solution Sets

On a customer solution set basis, the $4.2 million decrease in total and core revenue for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, reflects:

Risk Management Solutions

A decrease in Risk Management Solutions of $2.7 million, or 2% (1% decrease before the effect of foreign exchange) primarily attributable to a decline in our DNBi subscription plans, partially offset by growth in our Projects and Other Risk Management Solutions. This performance was consistent with a pattern we have seen over the past few years, with a slow start to the year followed by a stronger second half. This can be attributed to the fact that our project and usage-based revenue is growing faster than our subscription-based business, which has been declining, and projects are a much bigger part of our mix in the second half of the year. We expect that pattern to continue in 2014, with a slower first half offset by higher growth in the back half of the year.

DNBi Subscription Plans, which accounted for 61% of total North America Risk Management Solutions, decreased 4% (both before and after the effect of foreign exchange) primarily attributable to weak sales performance in prior quarters due to the ratable nature of Risk Management Solutions revenue. While DNBi retention continued to be in the low 90% range, and pricing was up in the low single digits, we are not getting enough new customers to offset normal attrition. We are taking steps during the course of 2014 to move DNBi to the cloud to make it global and more integrated in our customers' end to end

Table of Contents

workflows. As such, we expect DNBi to continue to be down this year until the cloud upgrade is complete and we can bring additional value to customers.

Non-DNBi Subscription Plans, which accounted for 8% of total North America Risk Management Solutions, decreased 9% (both before and after the effect of foreign exchange) primarily due to weak sales performance in prior quarters as our customers remained cautious with their spending as a result of: (i) continued budgetary and competitive pressures; and (ii) a shift in product mix from our Non-DNBi Subscription Plans to Projects and Other Risk Management Solutions and to our Value-Added Sales & Marketing Solutions.

Projects and Other Risk Management Solutions, which accounted for 31% of total North America Risk Management Solutions, increased 7% (both before and after the effect of foreign exchange), due to:


•	The timing of a renewal, together, with incremental growth of a large government contract that last year signed in the third quarter; and


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

Sales & Marketing Solutions

A decrease in Sales & Marketing Solutions of $1.5 million, or 1% (both before and after the effect of foreign exchange) primarily due to decline in our Traditional Sales & Marketing Solutions, partially offset by an increase in our Value-Added Solutions.

Traditional Sales & Marketing Solutions, which accounted for 38% of total North America Sales & Marketing Solutions, decreased 6% (both before and after the effect of foreign exchange). The decrease was primarily due to:


•	Decreased revenue in our Internet Solutions, primarily due to a decline in our prior year subscription renewal sales, driven by reduced customer spend and competitive pressures; and


•	Decreased revenue from existing customers in our education marketing solutions business.

Value-Added Sales & Marketing Solutions, which accounted for 62% of total North America Sales & Marketing Solutions, increased 2% (both before and after the effect of foreign exchange). The increase was primarily due to:


•	Growth in our DaaS products, primarily Data.com, our alliance product with Salesforce.com;

partially offset by:


•	Shift in timing of renewals from the first quarter of 2014 to future quarters.

North America Operating Income

North America operating income for the three months ended March 31, 2014 was $78.0 million, compared to $86.0 million for the three months ended March 31, 2013, a decrease of $8.0 million, or 9%. The decrease in operating income was primarily attributable to:


•	Increased costs in data and technology; and


•	An increase in compensation costs (i.e., bonus and commission);

partially offset by:


•	Non-recurring costs that occurred in the prior year period related to technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment, which were impaired and written-off in the fourth quarter of 2013.

Table of Contents

Asia Pacific

Asia Pacific represented 11% of our total revenue for each of the three months ended March 31, 2014, and 2013.

During the fourth quarter of 2013, we ceased operations of our India Event Planning and Rural Marketing Businesses. These businesses have been classified as "Divested and Other Businesses."

These Divested and Other Businesses contributed 2% to our Asia Pacific total revenue for the three months ended March 31, 2013. See Note 10 to the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for further detail.

Asia Pacific represented 11% of our core revenue for each of the three months ended March 31, 2014 and 2013.

The following table presents our Asia Pacific revenue by customer solution set and Asia Pacific operating income for the three months ended March 31, 2014 and 2013. Additionally, this table reconciles the non-GAAP measure of core revenue to the GAAP measure of total revenue:



	For the Three Months Ended March 31,
	2014		2013
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	36.7	$	35.6
Sales & Marketing Solutions	5.0		5.2
Asia Pacific Core Revenue	41.7		40.8
Divested and Other Businesses	—		0.6
Asia Pacific Total Revenue	$	41.7	$	41.4
Operating Income (Loss)	$	6.2	$	2.4

Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013

Asia Pacific Overview

Asia Pacific total revenue increased $0.3 million, or 1% (10% increase before the effect of foreign exchange), for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.

Asia Pacific total revenue was impacted by the ceasing of operations of our India Event Planning and Rural Marketing Businesses, during the first quarter of 2014, which we reclassified as Divested and Other Businesses.

Excluding the impact of the Divested and Other Businesses, core revenue increased $0.9 million, or 2% (11% increase before the effect of foreign exchange) for the three months ended March 31, 2014.

Asia Pacific Customer Solution Sets

On a customer solution set basis, the $0.9 million increase in Asia Pacific core revenue for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, reflects:

Risk Management Solutions

An increase in Risk Management Solutions of $1.1 million, or 3% (13% increase before the effect of foreign exchange) primarily due to:


•	Increased project revenue primarily due to a customer's compliance primarily reflecting new insurance and banking regulations in our Australia market; and


•	Increased transactional usage of various risk products, across most markets, by new and existing customers;

partially offset by:


•	The negative impact of foreign exchange.

Table of Contents

Sales & Marketing Solutions

A decrease in Sales & Marketing Solutions of $0.2 million, or 4% (2% increase before the effect of foreign exchange) primarily due to the negative impact of foreign exchange, partially offset by increased project revenue in our marketing business in China.

Asia Pacific Operating Income

Asia Pacific operating income for the three months ended March 31, 2014 was $6.2 million, compared to $2.4 million for the three months ended March 31, 2013, an increase of $3.8 million. The increase was primarily due to:


•	Increased revenue in our Australia market; and


•	Non-recurring costs that occurred in the prior year associated with our China Trade Portal asset, which was impaired and written-off in the fourth quarter of 2013;

partially offset by:


•	Increased compensation costs (i.e., bonus and commission) in certain markets.

Europe and Other International Markets

Europe and Other International Markets represented 16% of our total revenue for the three months ended March 31, 2014, as compared to 15% of our total revenue for the three months ended March 31, 2013.

During the first quarter of 2014, we ceased operations of our Ireland Small Corporate Registry Business. This business has been classified as "Divested and Other Businesses." This divested business contributed less than 1% to our Europe and Other International Markets total revenue for each of the three months ended March 31, 2014 and 2013.

Europe and Other International Markets represented 16% of our core revenue for the three months ended March 31, 2014, as compared to 15% of our core revenue for the three months ended March 31, 2013.

The following table presents our Europe and Other International Markets revenue by customer solution set and Europe and Other International Markets operating income for the three months ended March 31, 2014 and 2013. Additionally, this table reconciles the non-GAAP measures of core revenue to the GAAP measure of total revenue:



	For the Three Months Ended March 31,
	2014		2013
	(Amounts in millions)
Revenue:
Risk Management Solutions	$	49.7	$	46.1
Sales & Marketing Solutions	11.4		10.1
Europe and Other International Markets Core Revenue	61.1		56.2
Divested and Other Businesses	0.1		0.2
Europe and Other International Markets Total Revenue	$	61.2	$	56.4
Operating Income	$	16.7	$	14.0

Three Months Ended March 31, 2014 vs. Three Months Ended March 31, 2013

Europe and Other International Markets Overview

Europe and Other International Markets total revenue increased $4.8 million, or 9% (5% increase before the effect of foreign exchange), for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.

Excluding the impact of the Divested and Other Business, core revenue increased $4.9 million, or 9% (6% increase before the effect of foreign exchange) for the three months ended March 31, 2014.

Table of Contents

Europe and Other International Markets Customer Solution Sets

On a customer solution set basis, the $4.9 million increase in Europe and Other International Markets core revenue for the three months ended March 31, 2014, as compared to the three months ended March 31, 2013, reflects:

Risk Management Solutions

An increase in Risk Management Solutions of $3.6 million, or 8% (5% increase before the effect of foreign exchange) primarily due to:


•	The positive impact of foreign exchange;


•	Increased usage in our transactional and other risk related products from certain customers, as well as growth in our European Partnerships; and


•	Increased project revenue due to a customer's compliance needs in our U.K. market.

Sales & Marketing Solutions

An increase in Sales & Marketing Solutions of $1.3 million, or 14% (10% increase before the effect for foreign exchange) primarily due to an increase in purchases by existing and new customers expanding their usage of data in our project-oriented business.

Europe and Other International Markets Operating Income

Europe and Other International Markets operating income for the three months ended March 31, 2014 was $16.7 million, compared to $14.0 million for the three months ended March 31, 2013, an increase of $2.7 million, or 19%, primarily due to increased revenue in certain markets, partially offset by increased compensation costs (i.e., bonus and commission).

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 include, without limitation, any statements related to financial guidance or strategic goals. These forward-looking statements can also 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 the following 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 factors: (i) reliance on third parties to support critical components of our business model; (ii) the level and effectiveness of our technology investments; (iii) our ability to protect our information technology infrastructure against cyber attack and unauthorized access; (iv) risks associated with potential violations of the Foreign Corrupt Practices Act and similar laws; (v) customer demand for our products; (vi) the successful implementation of our business strategy; (vii) the integrity and security of our global database and data centers; (viii) our ability to maintain the integrity of our brand and reputation; (ix) our ability to renew large contracts and the related revenue recognition and timing thereof; (x) the impact of macro-economic challenges on our customers and vendors; (xi) efforts to balance government deficits; (xii) future laws or regulations with respect to the collection, compilation, storage, use and/or publication of information and adverse publicity or litigation concerning the commercial use of such information; (xiii) our ability to acquire and successfully integrate other businesses, products and technologies; (xiv) 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 and to the renewal of their agreements with D&B; (xv) the effects of foreign and evolving economies, exchange rate fluctuations, legislative or regulatory requirements and the

Table of Contents

implementation or modification of fees or taxes to acquire, use and/or redistribute data; and (xvi) the other factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis,” “Legal Proceedings” and elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K, our other Quarterly Reports on Form 10-Q and the Company’s other reports or documents filed or furnished with the Securities and Exchange Commission.

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

Liquidity and Financial Position

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


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


•	Second, 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 (12 months or less), including restructuring charges, transition costs, our capital investments, contractual obligations and contingencies (see Note 7 to the unaudited consolidated financial statements included 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 to supplement the seasonality in the timing of receipts in order to fund our working capital needs and share repurchases. Such borrowings would be supported by our $800 million revolving credit facility, when needed. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing and structure of any future acquisitions, future capital investments, and the ultimate resolution of issues arising from the investigations regarding potential FCPA violations in our China operations and future results of operations.

At March 31, 2014 and December 31, 2013, we had an $800 million revolving credit facility which expires in October 2016. 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 revolving credit facility financial covenants at March 31, 2014 and December 31, 2013 and at March 31, 2014, we had $464.5 million in borrowings outstanding under the revolving credit facility.

As of March 31, 2014, $256.8 million of our $268.3 million cash and cash equivalents on the consolidated balance sheet was held by our foreign operations. While a portion of the $256.8 million foreign cash and cash equivalents balance is potentially available for remittance to the United States, we generally maintain these balances within our foreign operations since we have sufficient liquidity in the United States to satisfy our ongoing domestic funding requirements. In the event funds from foreign operations are needed to fund operations in the United States and if U.S. tax has not already been previously provided, we would be required to accrue and pay additional U.S. taxes in order to repatriate these funds.

On March 21, 2014, Fitch Ratings lowered our issuer default rating from BBB+ to BBB and affirmed our short-term issuer default rating at F2. On March 24, 2014, Standard and Poor’s lowered our long-term credit rating from BBB to BBB- and affirmed our short-term credit rating at A-3. The ratings revisions are not expected to materially impact our liquidity position, access to the capital markets or funding costs.

Cash Provided by Operating Activities

Net cash provided by operating activities was $160.5 million and $172.3 million for the three months ended March 31, 2014 and 2013, respectively. The $11.8 million decrease was primarily driven by:


•	Decreased collections in the current year;

partially offset by:

Table of Contents


•	A discretionary company contribution to our 401(k) plan in 2013; and


•	Lower tax payments compared to prior year.

Cash Used in Investing Activities

Net cash used in investing activities was $16.7 million for the three months ended March 31, 2014, as compared to net cash used in investing activities of $22.0 million for the three months ended March 31, 2013. The $5.3 million change primarily reflects decreased additions to computer software as compared to the prior year period.

Cash Used in Financing Activities

Net cash used in financing activities was $113.7 million and $121.5 million for the three months ended March 31, 2014 and 2013, respectively. As set forth below, this $7.8 million change primarily relates to share repurchases and contractual obligations.

Share Repurchases

During the three months ended March 31, 2014, we repurchased 936,724 shares of common stock for $98.0 million. The share repurchases were comprised of the following programs:

•

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 share repurchase 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 813,323 shares of common stock for $85.0 million under this program during the three months ended March 31, 2014. We anticipate that this program will be completed during 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 123,401 shares of common stock for $13.0 million under this program during the three months ended March 31, 2014. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.

During the three months ended March 31, 2013, we repurchased 1,497,852 shares of common stock for $121.0 million. The share repurchases were comprised of the following programs:

•

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 share repurchase 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 1,423,537 shares of common stock for $115.0 million under this program during the three months ended March 31, 2013. We anticipate that this program will be completed during 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 74,315 shares of common stock for $6.0 million under this program during the three months ended March 31, 2013. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.

Contractual Obligations

Credit Facility

At March 31, 2014 and 2013, we had an $800 million revolving credit facility, which expires in October 2016. We had $464.5 million and $252.4 million of borrowings outstanding under the $800 million revolving credit facility at March 31, 2014 and 2013, respectively. We borrowed under the $800 million revolving credit facility from time-to-time during the three months ended March 31, 2014 to supplement the timing of receipts in order to fund our working capital needs and share repurchases. At March 31, 2014, we had an increase of net borrowings of $14.2 million. We were in compliance with the revolving credit facility financial covenants at March 31, 2014 and March 31, 2013.

Table of Contents

Future Liquidity—Sources and Uses of Funds

Share Repurchases

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 share repurchase program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of our previous $200 million share repurchase program. During the three months ended March 31, 2014, we repurchased 813,323 shares of common stock for $85.0 million under this program leaving $80.0 million remaining under this program as of March 31, 2014. We anticipate that this program will be completed during 2014.

In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and ESPP. During the three months ended March 31, 2014, we repurchased 123,401 shares of common stock for $13.0 million under this program with 2,735,433 shares of common stock remaining under this program. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.

Dividends

Credit Facility and Commercial Paper Program

We maintain an $800 million commercial paper program which is supported by our $800 million revolving credit facility. Under this program, we may issue from time-to-time unsecured promissory notes in the commercial paper market in private placements exempt from registration under the Securities Act of 1933, as amended, for a cumulative face amount not to exceed $800 million outstanding at any one time and with maturities not exceeding 364 days from the date of issuance. Outstanding commercial paper effectively reduces the amount available for borrowing under the $800 million revolving credit facility.

Potential Payments in Legal Matters

We 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 the unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q. We believe we have adequate reserves recorded in the unaudited 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, 2013, we have a total amount of unrecognized tax benefits of $44.5 million as of March 31, 2014. Although we do not anticipate payments within the next twelve months for these matters, these could require the aggregate use of cash totaling approximately $51.7 million as of such date.

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, 2013.

We do not have any related party transactions as of March 31, 2014.

Fair Value Measurements

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, 2014, we did not have any unobservable (Level III) inputs in determining the fair value for our non-recurring non-financial assets and liabilities.

As of March 31, 2014, 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 within our pension plans.

Table of Contents


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 on our borrowing costs and fair value calculations. As of March 31, 2014, 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, 2013 included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


Item 4.	Controls and Procedures.

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 (“Exchange Act”) as of the end of the period covered by this report. This evaluation (“Controls Evaluation”) was done with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

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

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within D&B have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by individual acts, by collusion of two or more people, or by management override. The 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, 2014, 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 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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, 2014, of shares of equity that are registered by the Company pursuant to Section 12 of the Exchange Act.



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)
	(Dollar amounts in millions, except share data)
January 1 - 31, 2014	285,900	$	119.20	285,900	—	$	—
February 1 - 28, 2014	650,824	$	98.22	650,824	—	$	—
March 1 - 31, 2014	—	$	—	—	—	$	—
	936,724	$	104.62	936,724	2,735,433	$	80.0

(a)

In May 2010, our Board of Directors approved a new four-year, five million share repurchase program to mitigate the dilutive effect of the share issued under our stock incentive plans and Employee Stock Purchase Plan. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased. The maximum number of share authorized for repurchase under this program is 5,000,000 shares, of which 2,264,567 shares had been repurchased as of March 31, 2014. During the three months ended March 31, 2014, we repurchased 123,401 shares of common stock for $13.0 million under this program.

(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. The then existing $500 million share program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of our previous $200 million share repurchase program. We anticipate that this program will be completed during 2014. During the three months ended March 31, 2014, we repurchased 813,323 shares of common stock for $85.0 million under this program.

Table of Contents


Item 6.	Exhibits



Exhibit 10.1		Form of Restricted Stock Unit Award Agreement, effective May 6, 2014, under the 2000 Non-employee Directors’ Stock Incentive Plan, as amended and restated effective January 1, 2009.

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.

Exhibit 101		The following financial information from The Dun & Bradstreet Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders’ Equity, and (v) the Notes to the Consolidated Financial Statements.

Table of Contents

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/ RICHARD H. VELDRAN
			Richard H. Veldran
			Chief Financial Officer
Date:	May 7, 2014

		By:	/s/ ANTHONY PIETRONTONE JR.
			Anthony Pietrontone Jr.
			Principal Accounting Officer and Corporate Controller
Date:	May 7, 2014