---

---

Item 1.	Business

•

First, we are globalizing the business, moving from a regional structure to an integrated global organization. As part of this transformation we intend to expand upon our relationships with our large, strategic customers, many of which also have global operations, while servicing them as global accounts. We are also creating global, cloud-based solutions, to service our customers. This globalization of our business will be closely integrated with our Worldwide Network® partners. For example, in 2016, we shifted our businesses based in the Latin America and Benelux regions to a Worldwide Network partner model in support of our global data strategy and customer-centric approach built on having the best data in every market;

•

Second, we are investing in content, which includes our data and analytics, that is indispensable to our customers’ growth. We are improving the quality and consistency of our data around the globe, developing new analytic tools and scores to improve the predictive capability of our content, cultivating new proprietary data sources and acquiring companies and other third-party sources of data to combine with our existing data;

•	Third, we are modernizing content delivery by transitioning from older, traditional platforms to more agile cloud-based and Data-as-a-Service (or “DaaS”) approaches leveraging Application Programming Interface (“API”) connectors, and focusing on alliance and third-party distribution in addition to our own products;

•	Fourth, we have modernized the brand. Building on our modernized brand efforts the year prior, we unveiled in 2016 a reimagined, data-driven, content-led digital experience for our customers, and made significant investments in our persona-based go-to-market strategy; and

•	Fifth, we are creating an outside-in, forward-leaning culture with a team that is externally focused, and plugged into our customers’ needs and the markets in which we operate.

---

•	Well Recognized Brand

•	Superior Content and Solutions

•	Loyal Customers

•	Should I extend credit to this new customer?

•	Should I do business with this entity?

•	What credit limit should I set?

•	Will this customer pay me on time?

•	How can I avoid supply chain disruption?

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

•	DNBi® and D&B Credit®, subscription-based online applications that offer customers real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis;

•	Our credit building and credibility solutions for emerging businesses, which provide, among other solutions, a credit monitoring solution to companies looking to monitor and impact their own business credit profile, offered through our Emerging Businesses division;

---

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

•	Our Compliance product suite which includes Onboard and Compliance Check, online applications that help customers comply with Anti-Money Laundering and Know Your Customer requirements and global anti-bribery and corruption regulations through advanced screening and monitoring of customers and third-party vendors;

•	Supplier Risk Manager, an online application that helps businesses mitigate supply chain risk by certifying and onboarding suppliers, monitoring including alerts, and portfolio analysis; and

•	Products that are part of our DaaS strategy, which integrate our content directly into the applications and platforms that our customers use every day. This includes D&B Direct®, an API that enables data integration inside Enterprise applications such as Enterprise Resource Planning (“ERP”), and enables master data management and Toolkit.

•	Who are my best customers?

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

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

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

•	How can I ensure my data on customers is accurate, up to date and robust?

•	Who are the best contacts at a business for my services?

•	How can I target the right audience with online advertising?

•

Our customer data management solutions, which are solutions that cleanse, identify, link and enrich customer and contact information. Our D&B Optimizer™ solution, for example, transforms our customers’ prospects and data into up-to-date, accurate and actionable commercial insight, facilitating a single customer view across multiple systems and touchpoints, such as marketing and billing databases, and better enables a customer to make sales and marketing decisions;

•	Various other marketing solutions including our education business, our electronic licensing products, and our Integration Manager product which is an onsite match tool that leverages Dun & Bradstreet match technology to enable customers to perform onsite matching on Dun & Bradstreet data, customer data and third-party data;

•

Hoover’s®, which is primarily a traditional prospecting solution, provides information on public and private companies, and on industries and executives, sales, marketing and research professionals worldwide to help customers convert prospects to clients faster by providing a workflow solution. In January 2017, we acquired Avention, Inc., which we believe will help us evolve Hoover’s and our traditional prospecting solutions into Sales Acceleration products. These enhanced offerings feature more actionable information through capabilities such as news alerts and prescriptive triggers, as well as more robust integrations of data and analytics across enterprise platforms;

---

•

Products leveraging our next generation API’s such as Direct Plus and our rapidly growing “as a Service” offerings, including D&B Credit, which is entirely cloud based. In addition, we have strategic alliances with leading third-party application providers, including Salesforce.com® and Oracle®, whereby our content is natively integrated into the solution. The vision for DaaS is to make Dun & Bradstreet’s content available wherever and whenever our customers need it, thereby powering more effective business processes;

•	Our Market Insight tool, which provides robust marketing analytics that help customers segment and understand existing customers, in order to more effectively create campaigns to cross-sell new business; and

•	Our new Audience Solutions suite of products, which are tailored towards the shifting dynamics of the B2B marketing space from traditional to digital. This set of products enables advertisers and companies to intelligently target professionals in multiple ways via the insight created by our company and contact data.

•	Americas, which currently consists of our operations in the United States (“U.S.”), Canada, and our Latin America Worldwide Network (we divested our Latin America operations in September 2016); and

•	Non-Americas, which currently consists of our operations in the United Kingdom (“U.K.”), Greater China, India and our European and Asia Pacific Worldwide Networks (we divested our operations in both the Netherlands and Belgium in November 2016 and our Australian operations in June 2015).

•	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 our European Worldwide Network.

---

•	In January 2017, we acquired Avention, Inc.;

•	In 2016, we completed the sales of our businesses in Benelux (the Netherlands and Belgium) and Latin America, converting these businesses to our Worldwide Network model; and

•	In 2015, we:

▪	Acquired NetProspex, Inc. and Dun & Bradstreet Credibility Corp. (“DBCC”); and

▪	Completed the sale of our businesses in Australia and New Zealand (“ANZ”).

---

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

•	Maintain and develop our proprietary D-U-N-S® numbering classification system and information and services such as analytics and sources of data not publicly available;

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

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

•	Attract and retain a high-performing workforce.

---

•	We adopted a competency-based interview model across the organization, relaunched our career website which improved user experience, and customized email outreach by functional area, all in order to better attract and retain top talent.

•	We delivered modern learning and development programs and diversity initiatives, such as the launch of an Executive Edge for Women Class, discussions held globally regarding talent profile and succession planning, enhanced participation in our Global Learning and Development programs, and the launch of our third CEO Leadership Experience Class.

•	We continue to transform our culture through creative initiatives, modern systems and leading practices, including the launch of Workday, our first global People Technology solution, continued Ampersand Awards recognition to team members who embody our values, and continuous Sustainable High Performance efforts throughout the year.

---

Item  1A.	Risk Factors

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

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

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

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

---

---

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

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

•	Credit insurers; and

•	Analytics providers.

•	Maintain, communicate and demonstrate to our customers the value of our products and services based upon our global, proprietary D-U-N-S numbering classification system, identity resolution capabilities and predictive insights;

•	Maintain and develop proprietary information and solutions such as predictive analytics, and sources of data not publicly available, such as detailed trade data;

•	Demonstrate and deliver value through our decision-making tools, integration capabilities and embeddedness with leading enterprise application providers;

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

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

•	Attract and retain a high-performance workforce;

---

•	Enhance our existing products and services, and introduce new products and services;

•	Enter new customer markets;

•	Operate within any changing regulatory schemes or with restrictions imposed by foreign governments that favor local competitors; and

•	Improve our global business model and data quality through the successful relationship with members of our Worldwide Network and through potentially undertaking acquisitions or entering into joint ventures, partnership arrangements or similar relationships.

---

---

---

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

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

•

The acquisition of a third party that has operations in territories covered by one or more of our Worldwide Network partners may conflict with the terms of our agreements with such partners, and if a mutual resolution cannot be achieved, may cause us to realize less than the expected full value of the transaction, or may cause us not to do a transaction that we otherwise deem valuable to the business;

•	We could experience downgrades to our credit ratings as a result of these transactions which could increase our cost of funding;

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

•	There may be risks, exposures and liabilities of acquired entities or other third parties with whom we undertake a transaction, that may arise from such third parties’ activities prior to undertaking a transaction with us and which we may not discover or fully understand through the due diligence process.

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

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

•	Engage in illegal or unethical business or marketing practices;

•	Elect not to support new or revised products and services or other strategic initiatives or elect to operate on platforms and technologies that are incompatible with new developments that Dun & Bradstreet may rollout in our various markets from time to time;

---

•	Fail to execute subsequent agreements to remain a part of the Worldwide Network on terms and conditions that are mutually agreeable to Dun & Bradstreet, upon the expiration of their existing agreements;

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

•	Refuse to provide new sources of data.

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

•

Although our services have not usually been regulated, governments may adopt legislation or regulations, or we may learn that our current methods of operation violate existing legislation or regulations, governing the collection, compilation, storage, use, cross-border transfer, publication, and/or sale of the kinds of information we collect, compile, store, use, transfer cross border, publish, and/or sell, which could bar or impede our ability to operate and this could adversely impact our business;

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

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

•	The costs and difficulties of managing global operations and strategic alliances, including our Worldwide Network;

---

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

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

Item 1B.	Unresolved Staff Comments

Item 2.	Properties

•	A 178,330 square-foot leased office building in Center Valley, Pennsylvania, housing various sales, emerging businesses, finance, fulfillment and data operations groups;

•	A 61,471 square-foot leased office building in Austin, Texas, housing technology development, certain product development and sales operations;

•	A 51,810 square-foot leased space in Marlow, England, housing our U.K. business, global technology and certain other international groups; and

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

Item 3.	Legal Proceedings

---

Item  4.	Mine Safety Disclosures

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

(a)

In August 2014, our Board of Directors approved a $100 million share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and Employee Stock Purchase Program, and to be used for discretionary share repurchases from time to time. The $100 million share repurchase program will remain open until it has been fully utilized. There is currently no definitive timeline under which the program will be completed. As of December 31, 2016, we had not yet commenced share repurchases under this program.

---

*	Assumes $100 invested on December 31, 2011, and reinvestment of dividends.

---

---

(a)	See Item 7. included in this Annual Report on Form 10-K for further detail.

(2)	Restructuring, non-core gains and (charges) and acquisition and divestiture-related charges(a) included in Non-Operating Income (Expense) – Net:

(a)	See Item 7. included in this Annual Report on Form 10-K for further detail.

(c)	During the year ended December 31, 2016, we recognized a total pre-tax loss on the sale of businesses related to the disposal of our Belgium, Netherlands and Latin America operations. See Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.

---

(3)	Restructuring, non-core gains and (charges) and acquisition and divestiture-related charges(a) included in Provision for Income Taxes:

(a)	See Item 7. included in this Annual Report on Form 10-K for further detail.

(6)	Tax Benefit (Expense) of $0.4 million, $0.5 million, $(1.1) million, $3.3 million and $3.1 million during the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively. See Note 10 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.

(7)	Tax Benefit (Expense) of $4.3 million, $(9.6) million, $84.9 million, $(91.7) million and $27.2 million during the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively. See Note 10 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.

(10)

The prior period consolidated balance sheets were adjusted associated with the adoption of Accounting Standards Update (“ASU”) No. 2015-03 “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” in the first quarter of 2016. The impacts were adjustments of $7.1 million, $3.9 million, $5.6 million and $7.0 million to the consolidated balance sheet at December 31, 2015, 2014, 2013 and 2012, respectively. See Note 2 and Note 6 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.

---

---

•	Americas, which currently consists of our operations in the United States (“U.S.”), Canada, and our Latin America Worldwide Network (we divested our Latin America operations in September 2016); and

•	Non-Americas, which currently consists of our operations in the United Kingdom (“U.K.”), Greater China, India and our European and Asia Pacific Worldwide Networks (we divested our operations in both the Netherlands and Belgium (“Benelux”) in November 2016 and our Australian operations in June 2015).

•	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 our European Worldwide Network.

---

---

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

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

•	Mortality rates, which are used to estimate life expectancy of plan participants, determining the period over which retirement plan benefits are expected to be paid; and

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

---

---

---

---

•	Increased revenue associated with our acquisition of Dun & Bradstreet Credibility Corp. (“DBCC”), which was completed during the second quarter of 2015, net of the impact of the deferred revenue fair value adjustment;

•	Growth in our Integration Manager and Optimizer products, driven primarily by increased spend by our larger strategic customers;

•	Increased revenue associated with Credit-on-Self products and certain of our other Risk Management Solutions driven by our emerging businesses channel; and

---

•	Increased revenue through our third-party alliances and our D&B Direct offering;

•	The negative impact of foreign exchange;

•	Decreased revenue of our DNBi and Hoover's subscription plans primarily due to a decline in sales in prior periods; and

•	More of our revenue is being deferred out as we shift more of our sales to newer, embedded products where revenue is recognized over time.

•	A $33.5 million, or 3% increase (5% increase before the effect of foreign exchange), in Risk Management Solutions. The increase was driven by an increase in revenue in Americas of $42.0 million, or 6% (both after and before the effect of foreign exchange), partially offset by a decrease in revenue in Non-Americas of $8.5 million, or 3%, (2% increase before the effect of foreign exchange); and

•	A $33.1 million, or 5% increase (6% increase before the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in revenue in Americas of $45.0 million, or 8% (both after and before the effect of foreign exchange), partially offset by a decrease in revenue in Non-Americas of $11.9 million, or 19% (13% decrease before the effect of foreign exchange).

•

Increased revenue associated with our acquisitions of DBCC, which was completed during the second quarter of 2015, and NetProspex, which was completed during the first quarter of 2015. Revenue includes revenue from DBCC and NetProspex since their respective acquisition dates of $71.2 million and $17.6 million, respectively, for the year ended December 31, 2015, net of the impact of the deferred revenue fair value adjustment of $18.2 million and $1.7 million, respectively;

•	Growth in our DaaS offerings (e.g., DaaS CRM alliances and D&B Direct); and

•	An increase in purchases by our Worldwide Network primarily for fulfillment services and product usage;

•	The negative impact of foreign exchange;

•	More of our revenue is being deferred out as we shift more of our sales to newer, embedded products where revenue is recognized over time; and

•	Decreased revenue of our subscription plans (e.g., Hoover's and DNBi) primarily due to a decline in sales in prior quarters.

---

•	A $16.2 million, or 2% increase (5% increase before the effect of foreign exchange), in Risk Management Solutions. The increase was driven by an increase in revenue in Americas of $32.0 million, or 5% (both after and before the effect of foreign exchange), partially offset by a decrease in revenue in Non-Americas of $15.8 million, or 6% (2% increase before the effect of foreign exchange); and

•	A $36.4 million, or 6% increase (7% increase before the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in revenue in Americas of $36.8 million, or 7% (both after and before the effect of foreign exchange), partially offset by a decrease in revenue in Non-Americas of $0.4 million, or 1% (7% increase before the effect of foreign exchange).

---

•	Lower costs as a result of management restructuring initiatives taken in the fourth quarter of 2015 and January 2016; and

•	The positive impact of foreign exchange;

•	Increased costs in data and technology as a result of our strategic investments; and

•	Increased costs associated with our acquisition of DBCC during the second quarter of 2015.

•	Increased costs associated with our acquisition of DBCC during the second quarter of 2015 and NetProspex during the first quarter of 2015;

•	Increased costs in technology for product development and data as a result of our strategic investments; and

•	Increased compensation costs;

•	The positive impact of foreign exchange.

---

•	Increased costs associated with our acquisition of DBCC during the second quarter of 2015;

•	Increased costs associated with the accrual for legal matters recorded in the second quarter of 2016. See Note 13 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail; and

•	Increased costs resulting from our strategic investments;

•	Lower costs as a result of management restructuring initiatives taken in the fourth quarter of 2015 and January 2016; and

•	The positive impact of foreign exchange.

•	Increased costs associated with our acquisition of DBCC during the second quarter of 2015 and NetProspex during the first quarter of 2015;

•	Increased compensation costs primarily related to our investments in Alliances and the sales organization; and

•	Increased costs associated with our brand modernization effort;

•	The positive impact of foreign exchange.

•

Interest cost decreased in 2016, compared to the prior year, primarily due to the impact associated with the following change in accounting estimate. Effective January 1, 2016, we changed the approach used to measure service and interest cost components of net periodic benefit costs for our pension and postretirement benefit plans. Previously we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations (“Traditional Approach”). Starting in 2016, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows (“Spot Rate Approach”). We believe the new approach provides a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and their corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations and it was reflected as a change in accounting estimate which was applied prospectively. The weighted average discount rate in effect using the Spot Rate Approach for the U.S. Qualified Plan was 3.04%, 85 basis points lower than the discount rate derived from using the Traditional Approach. Interest cost decreased in 2015 compared to 2014 primarily due to a lower discount rate used to measure the U.S. plans’ pension cost in 2015. The discount rate used to measure the pension cost for our U.S. plans using the Traditional Approach was 3.89%, 3.60% and 4.44%, respectively, for the years ended December 31, 2016, 2015 and 2014.

---

•

The actuarial loss amortization included in annual pension expense was also a major factor in driving the pension costs to fluctuate from year to year. Actuarial loss amortization was largely impacted by the discount rate, amortization period and plan experience (for example, the lower the discount rate, the higher the loss amortization). Actuarial loss amortization included in annual pension expense for all global plans was $38.8 million, $42.5 million and $36.1 million for the years ended December 31, 2016, 2015 and 2014, respectively, of which $35.9 million, $39.0 million and $32.7 million were attributable to our U.S. plans for the years ended December 31, 2016, 2015 and 2014, respectively. Lower actuarial loss amortization in 2016 compared to 2015 was primarily due to the higher discount rate applied to our U.S. plans at January 1, 2016. Higher actuarial loss amortization in the U.S. plans for 2015 was a result of the adoption of new mortality tables which assume a longer life expectancy of plan participants and a lower discount rate at January 1, 2015.

•

Expected return on plan assets included in annual pension expense for all global plans was $96.5 million, $102.6 million and $100.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. The expected return on plan assets was determined by multiplying the expected long-term rate of return assumption by the market-related value of plan assets. The market-related value of plan assets recognizes asset gains and losses over five years to reduce the effects of short-term market fluctuations on net periodic cost. The decrease of the expected return on plan assets for 2016 was primarily driven by a lower long-term rate of return assumption at January 1, 2016. For 2016, we used a long-term rate of return assumption of 7.25%, compared to 7.75% for both 2015 and 2014. Higher expected return on plan assets in 2015 compared to 2014 was due to the higher market-related value of plan assets at January 1, 2015, primarily as a result of asset performance and a company contribution of $10 million to our U.S. Qualified Plan in December 2014.

•

In July 2014, we amended our post-65 retiree health plan to eliminate our group-based retiree medical and prescription plans effective December 31, 2014. Effective January 1, 2015, we began providing eligible retirees and dependents age 65 or older access to coverage in the individual Medicare market. Dun & Bradstreet also provides an annual contribution towards retirees’ premiums and other out-of-pocket costs. As a result of this change, we reduced our accumulated postretirement obligation by $4.9 million in the third quarter of 2014, which is being amortized over approximately three years.

•

The credit which was fully amortized in the fourth quarter of 2014 was established in July 1, 2010 in connection with the Health Care and Education Reconciliation Act of 2010. In connection with the adoption of this health care law, 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 used the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs were completely eliminated. As a result, we reduced our accumulated postretirement obligation by $21 million in the third quarter of 2010, which was amortized over approximately four years.

---

---

(a)	Loss on Sale of Businesses for the year ended December 31, 2016 was related to the divestitures of our operations in Benelux and Latin America. See Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.

(b)

During the years ended December 31, 2016 and 2015, we recognized the reduction of a contractual receipt under a tax allocation agreement between Moody's Corporation and Dun & Bradstreet as a result of the expiration of a statute of limitations for the 2012 and 2011 tax years, respectively. During the year ended December 31, 2014, we recognized the reduction of a contractual receipt under a tax allocation agreement between Moody’s Corporation and Dun & Bradstreet as a result of the effective settlement of audits for the 2007 - 2009 tax years and the expiration of a statute of limitations for the 2010 tax year.

(c)	Miscellaneous Other Expense increased during the year ended December 31, 2016 as compared to the year ended December 31, 2015 primarily due to an impairment charge recorded in the fourth quarter of 2016 related to a change in our assessment of the recoverability of a non-operating asset as a result of a decline in the projected cash flows.

---

---

•	Americas, which currently consists of our operations in the U.S., Canada, and our Latin America Worldwide Network (we divested our Latin America operations in September 2016); and

•	Non-Americas, which currently consists of our operations in the U.K., Greater China, India and our European and Asia Pacific Worldwide Networks (we divested our operations in both the Netherlands and Belgium in November 2016 and our Australian operations in June 2015).

•	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 our European Worldwide Network.

•	Decreased revenue associated with our legacy Trade Credit products;

•	Declining DNBi sales performance in prior periods resulting in lower revenue for the year due to the ratable nature of DNBi. While DNBi retention continued to be in the low 90% range, and the increase in pricing continued to be in the low single digits, we were not generating enough new customers to offset normal attrition;

---

•	Increased revenue associated with certain of our other Risk Management Solutions driven by our emerging businesses channel; and

•	Increased revenue associated with our acquisition of DBCC, which was completed during the second quarter of 2015, net of the impact of the deferred revenue fair value adjustment.

•	Increased revenue associated with our acquisition of DBCC, which was completed during the second quarter of 2015, net of the impact of the deferred revenue fair value adjustment;

•	Increased revenue associated with Credit-on-Self products, driven by our emerging businesses channel;

•	Increased revenue associated with Supply Management and Compliance Solutions driven by new business; and

•	Increased revenue from other usage based solutions such as D&B Direct.

•	Increased revenue associated with our acquisition of DBCC, which was completed during the second quarter of 2015, net of the impact of the deferred revenue fair value adjustment;

•	Decreased revenue in Hoover's, primarily due to declining sales performance in prior periods. The product had not been a focus of investment; and

•	Decreased revenue in our education marketing business due to lower customer spend.

•	Growth in our Integration Manager and Optimizer products, driven primarily by increased spend by our larger strategic customers;

•	Increased revenue through our third-party alliances and our D&B Direct offering; and

•	Increased revenue from Audience Solutions, which is our new product offering in the digital marketing space.

•	The impact of the acquisition of DBCC during the second quarter of 2015, as well as revenue growth from our existing business; and

•	Lower costs as a result of management restructuring initiatives taken in the fourth quarter of 2015 and January 2016;

•	Increased costs (e.g., amortization of intangibles) as a result of the acquisition of DBCC during the second quarter of 2015;

•	Increased data and compensation costs.

---

•

Declining sales performance in prior quarters of DNBi. Due to the ratable nature of DNBi revenue, DNBi revenue was down 2% (1% decrease before the effect of foreign exchange) during the year ended December 31, 2015 compared to a 4% decline (both after and before the effect of foreign exchange) during the year ended December 31, 2014. While DNBi retention continued to be in the low 90% range, and the increase in pricing continued to be in the low single digits, we were not generating enough new customers to offset normal attrition;

•	The negative impact of foreign exchange; and

•	Decreased revenue due to certain customers shifting from subscription-based plans to usage-based plans;

•	Increased revenue associated with our acquisition of DBCC, which was completed during the second quarter of 2015.

•	Increased revenue associated with our acquisition of DBCC, which was completed during the second quarter of 2015; and

•	Growth and higher usage of our D&B Direct product;

•	Decreased customer spend for certain supply chain products.

•	Increased revenue associated with our acquisition of DBCC, which was completed during the second quarter of 2015;

•	Decreased revenue in Hoover’s, primarily due to declining sales performance in prior quarters, driven by reduced customer spend and competitive pressures.

---

•	Increased revenue associated with our acquisition of NetProspex, which was completed during the first quarter of 2015;

•	Growth in our DaaS offerings (e.g., CRM alliances and D&B Direct); and

•	Growth in our D&B Optimizer product;

•	Decreased commitment spend within our third-party alliances primarily due to a loss of a certain customer account, competition and a shift in customer needs, which lowered our revenue from these alliances.

•	Increased costs (e.g., amortization of intangibles) as a result of the acquisitions of DBCC during the second quarter of 2015 and NetProspex during the first quarter of 2015; and

•	Increased compensation costs as a result of our strategic investments;

•	Increased revenue primarily as a result of the acquisitions of DBCC during the second quarter of 2015 and NetProspex during the first quarter of 2015.

---

•	The negative impact of foreign exchange;

•	Decreased transactional usage and decreased project revenue of various risk products in most markets; and

•	The divestiture of our Benelux operations during the fourth quarter of 2016;

•	An increase in purchases by our Worldwide Network partners primarily for technology and fulfillment services.

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

•	An increase in purchases by our Worldwide Network partners primarily for technology and fulfillment services.

•	The negative impact of foreign exchange; and

•	The divestiture of our Benelux operations during the fourth quarter of 2016.

•	Decreased project revenue primarily due to our decision to end the relationship with a competitor in Europe who was buying our data;

•	The negative impact of foreign exchange; and

•	The divestiture of our Benelux operations during the fourth quarter of 2016;

•	An increase in purchases by our Worldwide Network partners primarily for fulfillment services and product usage.

---

•	Decreased revenue;

•	Increased compensation, technology and data costs;

•	The negative impact of foreign exchange; and

•	An impairment charge related to certain intangible assets in our Greater China operations, comprised of customer relationships, database and trademark;

•	Decreased costs associated with the divestiture of our Benelux operations during the fourth quarter of 2016.

•	The negative impact of foreign exchange;

•	Decreased transactional usage of various risk products in most markets; and

•	The conversion of certain customers from our subscription plans to a new Compliance offering within Other Enterprise Risk Management;

•	Increased revenue from our Worldwide Network for fulfillment services and product usage.

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

•	An increase in purchases by our Worldwide Network primarily for fulfillment services and product usage; and

•	Increased revenue from a new Compliance offering in our European markets from customers converting from subscription plans as discussed in Trade Credit above;

•	The negative impact of foreign exchange.

---

•	The negative impact of foreign exchange; and

•	Decreased project revenue in our marketing business in certain Asian markets.

•	An increase in purchases by our Worldwide Network primarily for fulfillment services and product usage; and

•	Increased project revenue in our marketing business in certain markets;

•	The negative impact of foreign exchange.

•	The negative impact of foreign exchange; and

•	Increased compensation costs.

---

•	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.

---

•	Increased restructuring payments in 2016 as compared to the prior year; and

•	Increased interest payments as compared to the prior year;

---

•	The net decrease in other working capital during the period.

•	Increased collections in 2015 as compared to the prior year; and

•	Lower tax payments in 2015 as compared to the prior year;

•	Increased strategic investments in 2015 (e.g., compensation and data expenses) to drive long-term growth of our business; and

•	Increased acquisition-related costs in 2015 as compared to the prior year.

•	Payment of $444.2 million in the prior year period for the acquisition of DBCC for $320.0 million and NetProspex for $124.2 million. See Note 18 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K;

•	Net proceeds of $13.0 million from the sale of our Benelux operations during the year ended December 31, 2016 as compared to net proceeds of $159.8 million from the sale of our ANZ business during the prior year period. See Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K.

•	Payment of $444.2 million for the acquisition of DBCC for $320.0 million and NetProspex for $124.2 million during the year ended December 31, 2015, as compared to smaller acquisitions in the aggregate of $8.3 million during the year ended December 31, 2014. See Note 18 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K; and

•	Increased additions to computer software in 2015 as compared to the prior year period;

•

Net proceeds of $159.8 million from the sale of our ANZ business and our property in Parsippany, N.J. during the year ended December 31, 2015. See Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further information on the sale of our ANZ business. See Note 1 and Note 7 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further information on the sale of our Parsippany, N.J. building.

---

---

(a)

In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million share purchase program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. This program was completed in August 2014.

(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 expired in October 2014. Of the 5,000,000 shares that were authorized for repurchase under this program, 2,682,492 shares were repurchased at the time this program expired in October 2014.

(3)

Represents projected contributions to our U.S. Qualified and Non-U.S. defined benefit plans as well as projected benefit payments related to our unfunded plans, including the U.S. Non-Qualified Plans and our postretirement benefit plans. The projected contributions are estimated based on the same assumptions used to measure our benefit obligation at the end of 2016 and include benefits attributable to estimated future employee service. A closed group approach is used in calculating the projected benefit payments, assuming only the participants who are currently in the valuation population are included in the projection and the projected benefits continue for up to approximately 99 years. These estimates will change as a result of changes in the economy, as well as other mandated assumption changes that could occur in future years.

---

---

---

---

---

---

---

(1)	Tax Benefit (Expense) of $2.2 million and $1.7 million during the years ended December 31, 2015 and 2014, respectively.

(2)	Tax Benefit (Expense) of $0.4 million, $0.5 million and $(1.1) million during the years ended December 31, 2016, 2015 and 2014, respectively.

(3)	Tax Benefit (Expense) of $4.3 million, $(9.6) million and $84.9 million during the years ended December 31, 2016, 2015 and 2014, respectively.

(4)	Tax Benefit (Expense) of $(0.1) million during the year ended December 31, 2014.

---

---

---

---

•	Americas, which currently consists of our operations in the United States (“U.S.”), Canada, and our Latin America Worldwide Network (we divested our Latin America operations in September 2016); and

•	Non-Americas, which currently consists of our operations in the United Kingdom (“U.K.”), Greater China, India and our European and Asia Pacific Worldwide Networks (we divested our operations in both the Netherlands and Belgium (“Benelux”) in November 2016 and our Australian operations in June 2015).

•	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 our European Worldwide Network.

•	Persuasive evidence of an arrangement exists;

•	The contract fee is fixed or determinable;

•	Delivery or performance has occurred; and

•	Collectability is reasonably assured.

---

---

---

---

---

---

---

---

---

---

---

---

---

•	Severance and termination costs of $21.8 million in accordance with the provisions of ASC 712-10. Approximately 380 employees were impacted. Of these 380 employees, 355 employees exited the Company in 2016 and 25 employees will exit the Company in 2017. The cash payments for these employees will be substantially completed by the end of the first quarter of 2017; and

•	Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of $0.3 million.

•	Severance and termination costs of $30.9 million in accordance with the provisions of ASC 712-10. Approximately 380 employees were impacted. Of these 380 employees, 375 employees exited the Company in 2015 and 5 employees exited the Company in 2016. The cash payments for these employees were substantially completed by the end of the third quarter of 2016; and

•	Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of $1.4 million.

•	Severance and termination costs of $13.0 million in accordance with the provisions of ASC 712-10. Approximately 155 employees were impacted. Of these 155 employees, 145 employees exited the Company in 2014 and 10 employees exited the Company in 2015. The cash payments for these employees were substantially completed by the end of the second quarter of 2015; and

•	Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of $1.9 million.

---

---

---

(3)

The impact for 2015 was due to the recognition of a U.S. tax benefit on the repatriation of the 2015 and prior year earnings, in the amount of $132.5 million, from the Company’s subsidiaries in Canada and Japan. Of the $132.5 million, $123.0 million was distributed in the fourth quarter of 2015 and $2.5 million was distributed in the second quarter of 2016 with the remaining $7.0 million to be distributed in future periods. The tax benefit is as a result of the recognition of foreign tax credits in excess of the U.S. taxes due on the repatriation.

---

---

(1)	The decrease is primarily due to the release of reserves for uncertain tax positions as a result of the effective settlement of audits for the 2007 - 2009 tax years.

(2)	The decrease is primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2010 tax year.

(3)	The decrease is primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2011 tax year.

(4)	The decrease is primarily due to the release of reserves as a result of the expiration of the statute of limitations for the 2012 tax year.

---

---

---

---

---

(1)	Cash equivalents represent fair value as it consists of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less.

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

(3)

Relates to our contingent consideration liability associated with the acquisition of DBCC in the second quarter of 2015. In October 2016, there was an amendment to the Earnout Agreement, replacing it with a service-based award. As a result, in the fourth quarter of 2016 we reversed the balance of the contingent consideration liability of $9.1 million and accrued $14.0 million related to the service-based award associated with 2016. Both adjustments were reflected in “Operating Costs” in our Americas segment in the fourth quarter of 2016. See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.

---

(1)	Cash equivalents represent fair value as it consists of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less.

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

(3)	Relates to our contingent consideration liability associated with the acquisition of DBCC in the second quarter of 2015. Fair value is estimated based on an option-pricing model.

---

---

(a)

In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million share purchase program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. This program was completed in August 2014.

(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 expired in October 2014. Of the 5,000,000 shares that were authorized for repurchase under this program, 2,682,492 shares were repurchased at the time this program expired in October 2014.

---

---

---

---

---

---

---

---

(a)	In accordance with ASU No. 2015-07, certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy.

---

(a)	In accordance with ASU No. 2015-07, certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy.

---

---

(1)	The rates are assumed to decrease to 5.0% in 2026 and remain at that level thereafter.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	Americas, which currently consists of our operations in the U.S., Canada, and our Latin America Worldwide Network (we divested our Latin America operations in September 2016); and

•	Non-Americas, which currently consists of our operations in the U.K., Greater China, India and our European and Asia Pacific Worldwide Networks (we divested our operations in both the Netherlands and Belgium in November 2016 and our Australian operations in June 2015).

•	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 our European Worldwide Network.

---

---

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

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

(3)	The increase of $1.7 million in capital expenditures in the Corporate and Other segment for the year ended December 31, 2016 as compared to the prior year period was primarily related to the leasehold improvements due to office relocations.

(4)	The decrease of $6.2 million in additions to computer software and other intangibles for the year ended December 31, 2016 as compared to the year ended December 31, 2015 was mainly due to overall lower planned expenditures.

(5)	The decrease in assets in the Americas segment to $1,432.6 million at December 31, 2016 from $1,451.2 million at December 31, 2015 was primarily attributable to a decrease in other intangible assets due to normal amortization, and a decrease in goodwill due to the divestiture of our Latin America operations, partially offset by an increase in accounts receivable driven by higher sales in 2016.

---

(6)	Goodwill in Americas decreased to $550.5 million at December 31, 2016 from $562.6 million at December 31, 2015. The decrease was primarily attributable to the divestiture of our operations in Latin America. See Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K.

(7)	Other intangibles in Americas decreased to $290.7 million at December 31, 2016 from $315.8 million at December 31, 2015. This decrease was primarily due to normal amortization for the year ended December 31, 2016.

(8)	Other Long-lived assets in Americas increased to $156.5 million at December 31, 2016 from $135.5 million at December 31, 2015. This increase was primarily driven by an increase in leasehold improvements associated with office relocations in 2016, and an increase in a note receivable associated with the divestiture of our operations in Latin America.

---

(1)	The increase in professional fees at December 31, 2016 as compared with the prior year end was primarily related to technology spending as a result of our strategic investments.

(2)	The increase in other accrued liabilities at December 31, 2016 as compared with the prior year end was primarily related to the accrual for legal matters of approximately $30 million recorded during the year ended December 31, 2016. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.

---

(3)	The increase in Property, Plant and Equipment - Net at December 31, 2016 compared to prior year end was primarily due to an increase in leasehold improvements associated with office relocations mainly in our Texas and Massachusetts offices.

(4)	Loss on Sale of Businesses for the year ended December 31, 2016 was related to the divestitures of our operations in Benelux and Latin America. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.

(5)	During the years ended December 31, 2016 and 2015, we recognized the reduction of a contractual receipt under a tax allocation agreement between Moody's Corporation and Dun & Bradstreet as a result of the expiration of a statute of limitations for the 2012 and 2011 tax years, respectively.

(6)	Miscellaneous Other Expense increased during the year ended December 31, 2016 as compared to the year ended December 31, 2015 primarily due to an impairment charge recorded in the fourth quarter of 2016 related to a change in our assessment of the recoverability of a non-operating asset as a result of a decline in its projected cash flows.

---

	Computer Software - Primarily due to software-related enhancements on products and the purchase of

(8)	Computer Software - Primarily due to impairment charges on technology and software assets that were mainly related to our back-office supporting systems and our data management infrastructure in the Americas segment.

(11)	Computer Software - Primarily due to impairment charges on technology and software assets that were mainly related to

(12)	Computer Software - Primarily related to the negative impact of foreign currency fluctuations.

---

(14)	Customer Relationships - Net of accumulated amortization of $25.1 million and $14.5 million as of

---

---

---

---

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

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

(3)	The sum of quarterly Cash Dividends Paid Per Common Share may not be the same as full year Cash Dividends Paid Per Common Share due to rounding.

---

---

---

---

---

---

---

(1)	Reported GAAP revenue includes revenue from DBCC and NetProspex since their respective acquisition dates of $71.2 million and $17.6 million, respectively, for the year ended December 31, 2015, net of the impact of the deferred revenue fair value adjustment of $18.2 million and $1.7 million, respectively.

(2)	Reported GAAP Net Income (Loss) Attributable to Dun & Bradstreet Common Shareholders includes net loss from DBCC and NetProspex since their respective acquisition dates of $0.3 million and $12.2 million, respectively, for the year ended December 31, 2015.

(3)	Acquisition-related costs include transaction costs, retention costs and other one-time costs.

---

---

Item 10.	Directors, Executive Officers and Corporate Governance

Item 11.	Executive Compensation

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

(1)

This table includes information with respect to: (i) The 2000 Dun & Bradstreet Corporation Non‑Employee Directors’ Stock Incentive Plan; (ii) The Dun & Bradstreet Corporation 2000 Stock Incentive Plan; (iii) The Dun & Bradstreet Corporation 2009 Stock Incentive Plan; and (iv) an equity compensation plan adopted in connection with our separation from Moody’s Corporation (the “Moody’s Plan”). As of December 31, 2016, a total of 721 deferred performance shares were outstanding under the Moody’s Plan. No additional options or other rights may be granted under the Moody’s Plan, with the exception of incremental dividend shares, which may be accrued on the outstanding deferred performance shares.

---

(2)	Includes options to purchase 78,456 shares of our common stock, restricted stock units with respect to 475,813 shares of our common stock, and 7,140 accrued dividend units and deferred performance shares for 721 shares of our common stock.

(3)	In addition to the plans mentioned above in footnote 1, also includes shares available for future purchases under The Dun & Bradstreet Corporation 2015 Employee Stock Purchase Plan (“ESPP”). As of December 31, 2016, an aggregate of 1,223,272 shares of our common stock were available for purchase under the ESPP.

Item 13.	Certain Relationships and Related Transactions and Director Independence

Item 14.	Principal Accountant Fees and Services

Item 15.	Exhibits and Financial Statement Schedules

Item 16.	Form 10-K Summary

---

---

---

---

---

---

---

---

---

*	Filed herewith.

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