~~Table~~ ~~of Contents~~r

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2013

¨	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 333-142546-29

The Nielsen Company B.V.

(Exact name of registrant as specified in its charter)

The Netherlands		98-0366864
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
85 Broad Street New York, New York 10004 (646) 654-5000		Diemerhof 2 1112 XL Diemen The Netherlands +31 (0) 20 398 87 77
(Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

Indicate by check mark whether the registrant: (~~Address~~1) has offiled ~~principal~~all ~~executive~~reports ~~offices~~required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (~~Zip~~or ~~Code~~for such shorter period that the registrant was required to file such reports), and (~~Registrant’s~~2) has ~~telephone~~been ~~numbers~~subject ~~including~~to ~~area code)~~such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant: ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant ~~15(d)~~to Rule 405 of ~~the Securities~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes x No ¨

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every Interactive~~or ~~Data~~a ~~File~~smaller ~~required~~reporting tocompany. beSee ~~submitted~~definition ~~and posted pursuant to Rule 405~~ of ~~Regulation~~“accelerated ~~S-T~~filer”, ~~(§232.405~~“large ofaccelerated ~~this~~filer”, ~~chapter)~~and ~~during~~“smaller ~~the~~reporting ~~preceding~~company” 12in ~~months~~Rule 12b-2 ~~(or~~of ~~for such shorter period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act. ~~Yes x No ¨~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, a¨ ~~non~~Non-accelerated filer, orx aSmaller ~~smaller~~ reporting company. ~~See~~¨ ~~definition~~(Do ofnot ~~“accelerated~~check ~~filer”,~~if ~~“large~~a ~~accelerated filer”, and “~~smaller reporting company~~” in Rule 12b-2 of the Exchange Act.~~ )

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non-accelerated~~is ~~filer~~a xshell company (Doas ~~not~~defined ~~check~~in ifRule 12b-2 aof ~~smaller~~the ~~reporting~~Exchange ~~company~~Act) ~~Smaller reporting company~~ . Yes ¨ No x

~~Indicate~~There bywere ~~check~~258,463,857 ~~mark~~shares ~~whether~~of the registrant’s isCommon aStock ~~shell~~outstanding ~~company (~~as ~~defined~~of ~~in Rule~~June ~~12b-2~~30, ~~of the Exchange Act)~~2013. ~~Yes ¨ No x~~

~~There~~The ~~were~~registrant ~~258,463,857~~meets ~~shares~~the ofconditions ~~the~~set ~~registrant’s~~forth ~~Common~~in ~~Stock~~General ~~outstanding~~Instructions as(H)(1)(a) ofand ~~March~~(b) ~~31,~~of ~~2013~~Form 10-Q and is therefore filing this report with the reduced disclosure format.

Table of Contents

~~Table of~~ Contents

		PAGE	~~PAGE~~
PART I.	FINANCIAL INFORMATION		3	3
Item 1.	Condensed Consolidated Financial Statements		3	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		40	31
Item 4.	Controls and Procedures		40	31
PART II.	OTHER INFORMATION		41	32
Item 1.	Legal Proceedings		41	32
Item 1A.	Risk Factors		41	32
Item 6.	Exhibits			32
Item 5.	Other Information		41
	Signatures			33
Item 6.	Exhibits		43
	Signatures		44

~~Table~~PART ofI. ~~Contents~~FINANCIAL INFORMATION

~~PART I~~Item 1. ~~FINANCIAL~~Condensed ~~INFORMATION~~Consolidated Financial Statements

~~Item~~The 1.Nielsen ~~Condensed~~Company ~~Consolidated~~B.V. ~~Financial Statements~~

~~The~~Condensed ~~Nielsen~~Consolidated ~~Company~~Statements ~~B.V.~~of Operations (Unaudited)

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(IN MILLIONS)	2013			2012			2013			2012
Revenues	$	1,386		$	1,342		$	2,705		$	2,615
Cost of revenues, exclusive of depreciation and amortization shown separately below		580			549			1,159			1,099
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		432			428			874			865
Depreciation and amortization		126			120			247			243
Restructuring charges		8			16			43			53
Operating income		240			229			382			355
Interest income		—			1			1			2
Interest expense		(73	)		(95	)		(149	)		(189	)
Foreign currency exchange transaction losses, net		(4	)		(3	)		(16	)		(13	)
Other income/(expense), net		—			10			(12	)		4
Income from continuing operations before income taxes and equity in net income of affiliates		163			142			206			159
Provision for income taxes		(46	)		(37	)		(64	)		(38	)
Equity in net income of affiliates		4			4			3			2
Income from continuing operations		121			109			145			123
Income from discontinued operations, net of tax		307			3			319			17
Net income		428			112			464			140
Net income/(loss) attributable to noncontrolling interests		—			1			(1	)		1
Net income attributable to The Nielsen Company B.V.	$	428		$	111		$	465		$	139

	Three Months EndedMarch 31,
(IN MILLIONS)	2013			2012
Revenues	$	1,376		$	1,334
Cost of revenues, exclusive of depreciation and amortization shown separately below		593			564
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		451			446
Depreciation and amortization		126			129
Restructuring charges		35			37
Operating income		171			158
Interest income		1			1
Interest expense		(81	)		(100	)
Foreign currency exchange transaction losses, net		(12	)		(10	)
Other expense, net		(12	)		(6	)
Income from continuing operations before income taxes and equity in net loss of affiliates		67			43
Provision for income taxes		27			11
Equity in net loss of affiliates		1			2
Income from continuing operations		39			30
Loss from discontinued operations, net of tax		3			2
Net income		36			28
Net loss attributable to noncontrolling interests		1			—
Net income attributable to The Nielsen Company B.V.	$	37		$	28

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~ 3

3The Nielsen Company B.V.

~~Table~~Condensed Consolidated Statements of ~~Contents~~Comprehensive Income (Unaudited)

The Nielsen Company B.V.

	Three Months Ended June 30,						Six Months Ended June 30,
(IN MILLIONS)	2013			2012			2013			2012
Net income	$	428		$	112		$	464		$	140
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustments (1)		(107	)		(85	)		(134	)		2
Available for sale securities (2)		3			(4	)		6			(4	)
Changes in the fair value of cash flow hedges (3)		6			—			8			(1	)
Defined benefit pension plan adjustments (4)		16			—			20			2
Total other comprehensive loss		(82	)		(89	)		(100	)		(1	)
Total comprehensive income		346			23			364			139
Less comprehensive (loss)/income attributable to noncontrolling interests		(3	)		1			(2	)		1
Total comprehensive income attributable to The Nielsen Company B.V.	$	349		$	22		$	366		$	138

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	(1)	Net of tax of $(2) million and zero for the three months ended June 30, 2013 and 2012, respectively, and $9 million and zero for the six months ended June 30, 2013 and 2012, respectively.

	(2)	Net of tax of $(4) million and zero for the three months ended June 30, 2013 and 2012, respectively, and $(4) million and zero for the six months ended June 30, 2013 and 2012, respectively

	(3)	Net of tax of $(3) million and zero for the three months ended June 30, 2013 and 2012, respectively and $(5) million and $1 million for the six months ended June 30, 2013 and 2012, respectively.

	(4)	Net of tax of $(6) million and zero for the three months ended June 30, 2013 and 2012, respectively, and $(16) million and $(1) million for the six months ended June 30, 2013 and 2012, respectively.

	Three Months EndedMarch 31,
(IN MILLIONS)	2013			2012
Net income	$	36		$	28
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustments, net of tax of $11 and $1		(27	)		87
Available for sale securities, net of tax		3			—
Changes in the fair value of cash flow hedges, net of tax of $(2) and $1		2			(1	)
Defined benefit pension plan adjustments, net of tax of $(10) and $(1)		4			2
Total other comprehensive (loss)/income		(18	)		88
Total comprehensive income		18			116
Less; comprehensive income attributable to noncontrolling interests		1			—
Total comprehensive income attributable to The Nielsen Company, B.V.	$	17		$	116

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~ 4

4The Nielsen Company B.V.

~~Table~~Condensed ofConsolidated ~~Contents~~Balance Sheets

The Nielsen Company B.V.

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	June 30, 2013 (Unaudited)			December 31, 2012
Assets:
Current assets
Cash and cash equivalents	$	1,154		$	287
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $ 39 and $ 38 as of June 30, 2013 and December 31, 2012, respectively		1,104			1,110
Prepaid expenses and other current assets		280			278
Total current assets		2,538			1,675
Non-current assets
Property, plant and equipment, net		535			560
Goodwill		6,691			7,352
Other intangible assets, net		4,330			4,555
Deferred tax assets		167			169
Other non-current assets		276			272
Total assets	$	14,537		$	14,583
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	836		$	971
Deferred revenues		281			373
Income tax liabilities		89			56
Current portion of long-term debt, capital lease obligations and short-term borrowings		363			362
Total current liabilities		1,569			1,762
Non-current liabilities
Long-term debt and capital lease obligations		5,920			5,941
Deferred tax liabilities		951			1,006
Other non-current liabilities		550			616
Total liabilities		8,990			9,325
Commitments and contingencies (Note 11)
Equity:
Stockholders’ equity
7% preferred stock, 8.00 par value, 150,000 shares authorized, issued and outstanding		1			1
Common stock, 0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at June 30, 2013 and December 31, 2012		58			58
Additional paid-in capital		6,457			6,533
Accumulated deficit		(594	)		(1,059	)
Accumulated other comprehensive loss, net of income taxes		(422	)		(323	)
Total Nielsen stockholders’ equity		5,500			5,210
Noncontrolling interests		47			48
Total equity		5,547			5,258
Total liabilities and equity	$	14,537		$	14,583

~~Condensed~~The ~~Consolidated~~accompanying ~~Balance~~notes ~~Sheets~~are an integral part of these condensed consolidated financial statements.

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	March 31,2013(Unaudited)			December 31,2012
Assets:
Current assets
Cash and cash equivalents	$	232		$	287
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $43 and $38 as of March 31, 2013 and December 31, 2012, respectively		1,075			1,110
Prepaid expenses and other current assets		300			278
Total current assets		1,607			1,675
Non-current assets
Property, plant and equipment, net		537			560
Goodwill		7,322			7,352
Other intangible assets, net		4,519			4,555
Deferred tax assets		170			169
Other non-current assets		259			272
Total assets	$	14,414		$	14,583
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	848		$	971
Deferred revenues		345			373
Income tax liabilities		70			56
Current portion of long-term debt, capital lease obligations and short-term borrowings		380			362
Total current liabilities		1,643			1,762
Non-current liabilities
Long-term debt and capital lease obligations		5,948			5,941
Deferred tax liabilities		996			1,006
Other non-current liabilities		580			616
Total liabilities		9,167			9,325
Commitments and contingencies (Note 9)
Equity:
Stockholders’ equity
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding		1			1
Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at March 31, 2013 and December 31, 2012		58			58
Additional paid-in capital		6,504			6,533
Accumulated deficit		(1,022	)		(1,059	)
Accumulated other comprehensive loss, net of income taxes		(343	)		(323	)
Total Nielsen stockholders’ equity		5,198			5,210
Noncontrolling interests		49			48
Total equity		5,247			5,258
Total liabilities and equity	$	14,414		$	14,583

The ~~accompanying~~Nielsen ~~notes~~Company ~~are an integral part of these condensed consolidated financial statements~~B.V.

5Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
(IN MILLIONS)	2013			2012
Operating Activities
Net income	$	464		$	140
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		21			14
Gain on sale of discontinued operations		(303	)		—
Currency exchange rate differences on financial transactions and other losses		34			7
Equity in net income of affiliates, net of dividends received		(1	)		3
Depreciation and amortization		258			258
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(65	)		(13	)
Prepaid expenses and other current assets		(32	)		(27	)
Accounts payable and other current liabilities and deferred revenues		(117	)		(253	)
Other non-current liabilities		(4	)		(2	)
Interest payable		8			9
Income taxes		7			(14	)
Net cash provided by operating activities		270			122
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(19	)		(74	)
Proceeds from sale of subsidiaries and affiliates, net		934			—
Additions to property, plant and equipment and other assets		(55	)		(50	)
Additions to intangible assets		(115	)		(102	)
Net cash provided by/(used in) investing activities		745			(226	)
Financing Activities
Net borrowings under revolving credit facility		—			215
Proceeds from issuances of debt, net of issuance costs		1,890			1,209
Repayment of debt		(1,911	)		(1,359	)
Increase in other short-term borrowings		2			8
Capital contributions (to)/from parent		(90	)		4
Activity under stock plans		(7	)		(1	)
Other financing activities		(10	)		(9	)
Net cash (used in)/provided by financing activities		(126	)		67
Effect of exchange-rate changes on cash and cash equivalents		(22	)		—
Net increase/(decrease) in cash and cash equivalents		867			(37	)
Cash and cash equivalents at beginning of period		287			318
Cash and cash equivalents at end of period	$	1,154		$	281
Supplemental Cash Flow Information
Cash paid for income taxes	$	(66	)	$	(62	)
Cash paid for interest, net of amounts capitalized	$	(149	)	$	(192	)

The ~~Nielsen~~accompanying ~~Company~~notes Bare an integral part of these condensed consolidated financial statements.V.

~~Condensed Consolidated Statements of Cash Flows (Unaudited)~~ 6

	Three Months EndedMarch 31,
(IN MILLIONS)	2013			2012
Operating Activities
Net income	$	36		$	28
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Stock-based compensation expense		10			8
Gain on discontinued operations		(1	)		—
Currency exchange rate differences on financial transactions and other losses		30			16
Equity in net loss of affiliates, net of dividends received		2			5
Depreciation and amortization		128			131
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		27			51
Prepaid expenses and other current assets		(31	)		(27	)
Accounts payable and other current liabilities and deferred revenues		(172	)		(228	)
Other non-current liabilities		(3	)		(1	)
Interest payable		30			30
Income taxes payable		(4	)		(13	)
Net cash provided by operating activities		52			—
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(11	)		(16	)
Additions to property, plant and equipment and other assets		(9	)		(42	)
Additions to intangible assets		(61	)		(40	)
Other investing activities		(1	)		—
Net cash used in investing activities		(82	)		(98	)
Financing Activities
Net borrowings under revolving credit facility		55			120
Proceeds from issuances of debt, net of issuance costs		1,867			1,209
Repayment of debt		(1,889	)		(1,271	)
Increase in other short-term borrowings		1			6
Payments made under stock plan		(4	)		—
Return of capital to parent		(35	)		—
Settlement of derivatives and other financing activities		(5	)		(4	)
Net cash (used in)/provided by financing activities		(10	)		60
Effect of exchange-rate changes on cash and cash equivalents		(15	)		7
Net decrease in cash and cash equivalents		(55	)		(31	)
Cash and cash equivalents at beginning of period		287			318
Cash and cash equivalents at end of period	$	232		$	287
Supplemental Cash Flow Information
Cash paid for income taxes	$	(29	)	$	(23	)
Cash paid for interest, net of amounts capitalized	$	(52	)	$	(71	)

The Nielsen Company B.V.

~~The~~Notes ~~accompanying~~to ~~notes~~Condensed ~~are~~Consolidated anFinancial ~~integral~~Statements ~~part~~(continued) ~~of these condensed consolidated financial statements.~~

61. Background and Basis of Presentation

~~Table~~Background ~~of Contents~~

The Nielsen Company B.V. (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reporting segments: what consumers buy (“Buy”) and what consumers watch (“Watch”). In June 2013, Nielsen completed the sale of its Expositions operating segment (see Note 4, Discontinued Operations, for more information). The Company’s condensed consolidated statements of operations reflect the Expositions operating segment as a discontinued operation. Nielsen has a presence in approximately 100 countries, with its headquarters located in Diemen, the Netherlands and New York, USA. Nielsen’s parent company, Valcon Acquisition B.V. (“Valcon”), is a wholly-owned subsidiary of Nielsen Holdings N.V. (“Holdings”).

~~Notes~~Basis toof ~~Condensed~~Presentation ~~Consolidated Financial Statements~~

1The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. ~~Background~~(“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and ~~Basis~~contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Current Report on Form 8-K filed with the Security and Exchange Commission on June 19, 2013. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of ~~Presentation~~Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to June 30, 2013 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure.

~~Background~~Devaluation of Venezuelan Currency

~~The~~ Nielsen ~~Company~~has ~~B.V.~~operations ~~(“Nielsen”~~in orboth the ~~“Company”),~~Buy ~~together~~and ~~with~~Watch ~~its~~segments ~~subsidiaries,~~in isVenezuela aand ~~leading~~the ~~global~~functional ~~information~~currency ~~and~~for ~~measurement~~these ~~company~~operations ~~that~~was ~~provides~~the ~~clients~~Venezuelan ~~with~~bolivares ~~a comprehensive~~fuertes. ~~understanding~~Venezuela’s currency was considered hyperinflationary as of ~~consumers~~January 1, 2010 and ~~consumer~~further, ~~behavior.~~in ~~Nielsen~~January is2010, ~~aligned~~Venezuela’s ~~into~~currency ~~three~~was ~~reporting~~devalued ~~segments:~~and ~~what~~a ~~consumers~~new ~~buy~~currency ~~(“Buy”),~~exchange ~~what~~rate ~~consumers~~system ~~watch~~was ~~(“Watch”)~~announced. ~~and~~In ~~Expositions.~~2010, Nielsen ~~has~~evaluated athe ~~presence~~new inexchange ~~approximately 100~~rate ~~countries,~~system ~~with~~and ~~its~~concluded ~~headquarters~~that ~~located~~the inlocal ~~Diemen,~~currency ~~the~~transactions ~~Netherlands~~will ~~and~~be ~~New~~denominated ~~York,~~in ~~USA~~U.S. ~~Nielsen’s~~dollars ~~parent~~effective ~~company,~~as ~~Valcon~~of ~~Acquisition~~January 1, ~~B.V.~~2010 ~~(“Valcon”),~~and isuntil aVenezuela’s ~~wholly-owned~~currency ~~subsidiary~~is ofdeemed ~~Nielsen~~to ~~Holdings~~be Nnon-hyperinflationary.V. ~~(“Holdings”).~~

~~Basis~~In February 2013, the Venezuelan government devalued its currency by 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated System of ~~Presentation~~Transactions with Securities in Foreign Currency market was suspended. As a result of this change Nielsen recorded a charge of $12 million during the first quarter of 2013 in the foreign currency exchange transaction losses, net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U2.S. ~~(“U.S.~~Summary ~~GAAP”) applicable to interim periods. For a more complete discussion~~ of ~~significant~~Recent ~~accounting~~Accounting ~~policies,~~Pronouncements commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to March 31, 2013 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure.

~~Devaluation~~Reclassification ~~of Venezuelan~~from ~~Currency~~accumulated other comprehensive income

~~Nielsen~~In ~~has~~February ~~operations~~2013, ~~in both~~ the ~~Buy~~FASB ~~and~~issued ~~Watch~~an ~~segments~~accounting inupdate ~~Venezuela~~“Reporting ~~and~~of ~~the~~Amounts ~~functional~~Reclassified ~~currency for~~Out ~~these~~of ~~operations~~Accumulated ~~was~~Other ~~the~~Comprehensive ~~Venezuelan~~Income”, ~~bolivares~~to ~~fuertes.~~improve ~~Venezuela’s~~the ~~currency~~transparency ~~was~~of ~~considered~~reporting ~~hyperinflationary~~reclassifications asout of ~~January 1,~~accumulated ~~2010~~other ~~and~~comprehensive ~~further,~~income. inThe ~~January~~Company ~~2010,~~has ~~Venezuela’s~~presented ~~currency~~the ~~was~~significant ~~devalued~~amounts ~~and~~reclassified afrom ~~new~~each ~~currency~~component ~~exchange~~of ~~rate system~~accumulated ~~was~~other ~~announced.~~comprehensive Inincome ~~2010,~~and ~~Nielsen evaluated~~ the ~~new~~income ~~exchange~~statement ~~rate~~line ~~system~~items ~~and~~affected ~~concluded~~by ~~that~~ the ~~local~~reclassification ~~currency~~in ~~transactions~~Note ~~will~~6 beto ~~denominated~~these incondensed Uconsolidated financial statements.S. ~~dollars~~This ~~effective~~amended asguidance ofdoes ~~January 1,~~not ~~2010~~have ~~and~~any ~~until~~other ~~Venezuela~~impact on the Company’s ~~currency~~condensed isconsolidated ~~deemed to~~financial ~~be non-hyperinflationary~~statements.

~~In February 2013, the Venezuelan government devalued its currency by 32%.~~ The official exchange rate moved from 4.30 to 6.30 and the regulated System of Transactions with Securities in Foreign Currency market was suspended. As a result of this change Nielsen recorded a charge of $12 million during the first quarter of 2013 in the foreign currency exchange transaction losses, net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities. 7

2.Foreign ~~Summary~~Currency ofMatters ~~Recent Accounting Pronouncements~~

~~Reclassification~~In ~~from~~March ~~accumulated~~2013, ~~other~~the ~~comprehensive~~FASB issued an accounting update, “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”, to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The amendment requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance is effective for Nielsen interim and annual reporting periods in 2014. The adoption of this update is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

In February 2013, the FASB issued an accounting update “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, to improve the transparency of reporting reclassifications out of accumulated other comprehensive income3. ~~The~~Business ~~Company~~Acquisitions has presented the significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. This amended guidance does not have any other impact on the Company’s condensed consolidated financial statements.

~~Foreign~~For ~~Currency~~the ~~Matters~~six months ended June 30, 2013, Nielsen paid cash consideration of $19 million associated with both current period and previously executed acquisitions, net of cash acquired. Had the current period acquisitions occurred as of January 1, 2013, the impact on Nielsen’s consolidated results of operations would not have been material.

InFor ~~March 2013,~~ the ~~FASB~~six ~~issued~~months ~~an accounting~~ended ~~update~~June 30, ~~“Parent’s~~2012, ~~Accounting~~Nielsen ~~for~~paid ~~the~~cash ~~Cumulative~~consideration ~~Translation Adjustment upon Derecognition~~ of ~~Certain~~$74 ~~Subsidiaries~~million orassociated ~~Groups~~with ofboth ~~Assets~~current ~~within~~period aand ~~Foreign~~previously ~~Entity~~executed ~~or of an Investment in a Foreign Entity”~~acquisitions, ~~to resolve the diversity in practice regarding the release into~~ net ~~income~~ of ~~the~~cash ~~cumulative~~acquired. ~~translation~~Had ~~adjustment~~the ~~upon~~current ~~derecognition~~period ofacquisitions aoccurred ~~subsidiary~~as ~~or group~~ of ~~assets within a foreign entity.~~January ~~The~~1, amendment requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly2012, the ~~cumulative~~impact ~~translation~~on ~~adjustment~~Nielsen’s ~~should~~consolidated ~~be released into net income only if the sale or transfer~~ results ~~in the complete or substantially complete liquidation~~ of ~~the~~operations ~~foreign~~would ~~entity in which the subsidiary or group of assets had resided. This guidance is effective for Nielsen interim and annual reporting periods in 2014. The adoption of this update is~~ not ~~expected to~~ have abeen ~~significant impact on the Company’s condensed consolidated financial statements~~material.

74. Discontinued Operations

~~Table~~In June 2013, the Company completed the sale of ~~Contents~~its expositions business, which operates one of the largest portfolios of business-to-business trade shows and conference events in the United States, for total cash consideration of $950 million and recorded a gain of $303 million. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

In March 2013, Nielsen completed the exit and shut down of one of its legacy online businesses and recorded a net loss of $3 million associated with this divestiture. ~~Business~~The ~~Acquisitions~~condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

~~For the three months ended March~~ 31, 2013, Nielsen paid cash consideration of $11 million associated with both current period and previously executed acquisitions, net of cash acquired. Had the current period acquisitions occurred as of January 1, 2013, the impact on Nielsen’s consolidated results of operations would not have been material. 8

~~For~~Summarized the three months ended March 31, 2012, Nielsen paid cash consideration of $16 million associated with both current period and previously executed acquisitions, net of cash acquired. Had the current period acquisitions occurred as of January 1, 2012, the impact on Nielsen’s consolidated results of operations ~~would~~for ~~not~~discontinued ~~have~~operations ~~been~~are ~~material.~~as follows:

4. Discontinued Operations

	Three Months Ended June 30,						Six Months Ended June 30,
(IN MILLIONS)	2013			2012			2013			2012
Revenue	$	43		$	43		$	103		$	110
Operating income		11			8			35			37
Interest expense		(3	)		(6	)		(8	)		(12	)
Income from operations before income taxes		8			2			27			25
Provision for income taxes		(4	)		—			(11	)		(10	)
Income from operations		4			2			16			15
Net income attributable to noncontrolling interests		—			1			—			2
Gain on sale, net of tax		303			—			303			—
Income from discontinued operations	$	307		$	3		$	319		$	17

InNielsen ~~March~~allocated ~~2013,~~a ~~Nielsen~~portion ~~completed~~of ~~the~~its ~~exit~~consolidated ~~and~~interest ~~shut~~expense ~~down~~to ofdiscontinued ~~one~~operations ofbased ~~its~~upon ~~legacy~~the ~~online~~ratio ~~businesses~~of ~~and~~net ~~recorded~~assets sold as a ~~net~~proportion ~~loss~~ of $3consolidated ~~million~~net ~~associated~~assets. ~~with~~For ~~this~~the ~~divestiture.~~three ~~The~~and ~~condensed~~six ~~consolidated~~months ~~statements~~ended ofJune 30, ~~operations~~2013 ~~reflect~~and ~~the~~2012, ~~operating~~interest ~~results~~expense of ~~this~~$3 ~~business~~million asand a$6 million, respectively and $8 million and $12 million, respectively, was allocated to discontinued ~~operation~~operations.

5.Following ~~Goodwill~~are ~~and~~the ~~Other~~major ~~Intangible~~categories ~~Assets~~of cash flows from discontinued operations, as included in Nielsen’s condensed consolidated statements of cash flows:

Goodwill

	Six Months Ended June 30,
(IN MILLIONS)	2013		2012
Net cash provided by operating activities	$	36	$	40
Net cash provided by investing activities		—		—
Net cash provided by financing activities		—		—
	$	36	$	40

~~The~~5. ~~table~~Goodwill ~~below~~and ~~summarizes~~Other ~~the~~Intangible ~~changes~~Assets ~~in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2013.~~

(IN MILLIONS)	Buy			Watch			Expositions		Total
Balance, December 31, 2012	$	3,126		$	3,661		$	565	$	7,352
Acquisitions, divestitures and other adjustments		4			1			—		5
Effect of foreign currency translation		(34	)		(1	)		—		(35	)
Balance, March 31, 2013	$	3,096		$	3,661		$	565	$	7,322

Goodwill

AtThe ~~March 31,~~table ~~2013,~~below ~~$113~~summarizes ~~million~~the ofchanges in the ~~goodwill~~carrying isamount ~~expected~~of togoodwill beby ~~deductible~~reportable segment for ~~income~~the ~~tax purposes~~six months ended June 30, 2013.

Other Intangible Assets

(IN MILLIONS)	Buy			Watch			Expositions			Total
Balance, December 31, 2012	$	3,126		$	3,661		$	565		$	7,352
Acquisitions, divestitures and other adjustments		6			2			(565	)		(557	)
Effect of foreign currency translation		(103	)		(1	)		—			(104	)
Balance, June 30, 2013	$	3,029		$	3,662		$	—		$	6,691

(IN MILLIONS)	Gross Amounts				Accumulated Amortization
	March 31,2013		December 31,2012		March 31,2013			December 31,2012
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—
Amortized intangibles:
Trade names and trademarks	$	126	$	128	$	(48	)	$	(46	)
Customer-related intangibles		2,882		2,882		(922	)		(886	)
Covenants-not-to-compete		36		36		(26	)		(25	)
Computer software		1,360		1,316		(843	)		(804	)
Patents and other		93		90		(60	)		(57	)
Total	$	4,497	$	4,452	$	(1,899	)	$	(1,818	)

At June 30, 2013, $71 million of the goodwill is expected to be deductible for income tax purposes.

~~Amortization expense associated with the above intangible assets was $81 million for the three months ended March~~ 31, 2013 and $79 million for the three months ended March 31, 2012. These amounts included amortization expense associated with computer software of $39 million for the three months ended March 31, 2013 and 2012. 9

8Other Intangible Assets

(IN MILLIONS)	Gross Amounts				Accumulated Amortization
(IN MILLIONS)	June 30, 2013		December 31, 2012		June 30, 2013			December 31, 2012
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—

Amortized intangibles:
Trade names and trademarks	$	126	$	128	$	(50	)	$	(46	)
Customer-related intangibles		2,599		2,882		(835	)		(886	)
Covenants-not-to-compete		24		36		(15	)		(25	)
Computer software		1,393		1,316		(866	)		(804	)
Patents and other		95		90		(62	)		(57	)
Total	$	4,237	$	4,452	$	(1,828	)	$	(1,818	)

6.Amortization ~~Changes~~expense inassociated with the above intangible assets was $79 million and ~~Reclassification~~$71 ~~out~~million for the three months ended June 30, 2013 and 2012, respectively. These amounts included amortization expense associated with computer software of ~~Accumulated~~$43 ~~Other~~million ~~Comprehensive~~and ~~Income~~$36 bymillion ~~Component~~for the three months ended June 30, 2013 and 2012, respectively.

The ~~table~~amortization ~~below~~expense ~~summarizes~~for the ~~changes~~six inmonths ~~accumulated~~ended ~~other~~June 30, ~~comprehensive~~2013 ~~income~~and 2012 was $154 million and $144 million, ~~net~~respectively. These amounts included amortization expense associated with computer software of ~~tax~~$82 bymillion ~~component~~and $73 million for the ~~three~~ six months ended ~~March~~June 3130, 2013 and 2012, respectively.

(IN MILLIONS)	CurrencyTranslationAdjustments			Unrealizedgains/(losses)on Available-for-SaleSecurities		Gains/(losses) onCash Flow Hedges			Post EmploymentBenefits			Total
Balance December 31, 2012	$	(13	)	$	—	$	(13	)	$	(297	)	$	(323	)
Other comprehensive (loss)/income before reclassifications		(27	)		3		—			1			(23	)
Amounts reclassified from accumulated other comprehensive income		—			—		2			3			5
Net current period other comprehensive (loss)/income		(27	)		3		2			4			(18	)
Net current period other comprehensive income attributable to noncontrolling interest		2			—		—			—			2
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(29	)		3		2			4			(20	)
Balance March 31, 2013	$	(42	)	$	3	$	(11	)	$	(293	)	$	(343	)

~~The~~6. ~~table~~Changes ~~below~~in ~~summarizes~~and ~~the~~Reclassification ~~reclassification~~out of ~~accumulated~~Accumulated ~~other~~Other ~~comprehensive~~Comprehensive ~~income~~Loss by ~~component~~Component ~~for the three months ended March 31, 2013.~~

(IN MILLIONS)
Details about Accumulated Other Comprehensive Income components	Amount Reclassified fromAccumulated OtherComprehensive Income		Affected Line Item in theCondensed ConsolidatedStatement of Operations
Gains/(losses) on cash flow hedges
Interest rate contracts	$	4	Interest expense
		2	Tax expense
	$	2	Total, net of tax
Amortization of Post Employment
Benefits
Actuarial loss		4	(a)
		1	Tax expense
	$	3	Total, net of tax
Total reclassification for the period	$	5	Net of tax

The table below summarizes the changes in accumulated other comprehensive loss, net of tax by component for the six months ended June 30, 2013.

(a) This accumulated other comprehensive income component is included in the computation of net periodic pension cost.

	Currency Translation Adjustments			Available- for-Sale Securities		Cash Flow Hedges			Post Employment Benefits			Total
(IN MILLIONS)
Balance December 31, 2012	$	(13	)	$	—	$	(13	)	$	(297	)	$	(323	)
Other comprehensive (loss)/income before reclassifications		(134	)		6		3			13			(112	)
Amounts reclassified from accumulated other comprehensive (loss)/income		—			—		5			7			12
Net current period other comprehensive (loss)/income		(134	)		6		8			20			(100	)
Net current period other comprehensive loss attributable to noncontrolling interest		(1	)		—		—			—			(1	)
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(133	)		6		8			20			(99	)
Balance June 30, 2013	$	(146	)	$	6	$	(5	)	$	(277	)	$	(422	)

9The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three and six months ended June 30, 2013.

(IN MILLIONS)		Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Income components		Three Months Ended June 30, 2013		Six Months Ended June 30, 2013	Affected Line Item in the Condensed Consolidated Statement of Operations
Cash flow hedges
Interest rate contracts	$	4	$	8	Interest expense
		1		3	Provision for income taxes
	$	3	$	5	Total, net of tax
Amortization of Post Employment Benefits
Actuarial loss		5		9	(a)
		1		2	Provision for income taxes
	$	4	$	7	Total, net of tax
Total reclassification for the period	$	7	$	12	Net of tax

7.(a) ~~Restructuring~~This ~~Activities~~accumulated other comprehensive loss component is included in the computation of net periodic pension cost.

~~A summary of the changes in the liabilities for restructuring activities is provided below:~~ 11

(IN MILLIONS)	Total Initiatives
Balance at December 31, 2012	$	64
Charges		35
Payments		(21	)
Non-cash charges and other adjustments		(3	)
Effect of foreign currency translation and reclassification adjustments		(1	)
Balance at March 31, 2013	$	74

7. Restructuring Activities

~~Nielsen~~A ~~recorded~~summary ~~$35~~of ~~million~~the ~~and~~changes ~~$37 million~~ in ~~restructuring~~the ~~charges,~~liabilities ~~primarily relating to severance and contract termination costs,~~ for ~~the~~restructuring ~~three~~activities ~~months~~is ~~ended~~provided ~~March 31,~~below: ~~2013 and 2012, respectively.~~

Of the $74 million in remaining liabilities for restructuring actions, $59 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of March 31, 2013.

(IN MILLIONS)	Total Initiatives
Balance at December 31, 2012	$	64
Charges		43
Payments		(43	)
Effect of foreign currency translation and reclassification adjustments		(4	)
Balance at June 30, 2013	$	60

Nielsen recorded $8 million and $16 million in restructuring charges, primarily relating to severance cost, for the three months ended June 30, 2013 and 2012, respectively. ~~Fair~~Nielsen ~~Value~~recorded ~~Measurements~~$43 million and $53 million in restructuring charges for the six months ended June 30, 2013 and 2012, respectively, primarily relating to severance and contract termination costs.

~~Fair~~Of ~~value is defined as~~ the ~~price~~$60 ~~that~~million ~~would be received from selling an asset or paid to transfer a liability~~ in ~~an orderly~~remaining ~~transaction~~liabilities ~~between~~for ~~market~~restructuring ~~participants at the measurement date. When determining fair value~~actions, ~~the~~$48 ~~Company~~million ~~considers~~is ~~the~~expected ~~principal~~to orbe ~~most~~paid ~~advantageous~~within ~~market~~one inyear ~~which the Company would transact,~~ and ~~also~~is ~~considers~~classified ~~assumptions~~as ~~that~~a ~~market participants~~current ~~would~~liability ~~use~~within ~~when pricing~~ the ~~asset~~condensed orconsolidated ~~liability,~~balance ~~such~~sheet as ~~inherent~~of ~~risk~~June 30, ~~transfer restrictions, and risk of non-performance~~2013.

~~There~~8. ~~are~~Fair ~~three~~Value ~~levels~~Measurements ~~of inputs that may be used to measure fair value:~~

Level 1:		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:		Pricing inputs that are generally unobservable and may not be corroborated by market data.

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

10There are three levels of inputs that may be used to measure fair value:

Level 1:		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

~~Financial Assets and Liabilities Measured on a Recurring Basis~~ 12

~~The~~Level ~~Company’s~~3: ~~financial~~Pricing ~~assets~~inputs ~~and~~that ~~liabilities~~ are ~~measured~~generally ~~and~~unobservable ~~recorded at fair value, except for equity method investments, cost method investments,~~ and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may ~~affect~~not ~~the~~be ~~valuation~~corroborated ofby ~~the~~market ~~assets and liabilities being measured and their placement within the fair value hierarchy~~data. ~~The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012:~~

(IN MILLIONS)	March 31,2013		Level 1		Level 2		Level 3
Assets:
Investments in equity securities(1)	$	16	$	16	$	—	$	—
Plan assets for deferred compensation(2)		22		22		—		—
Investment in mutual funds(3)		2		2		—		—
Total	$	40	$	40	$	—	$	—
Liabilities:
Interest rate swap arrangements(4)	$	18	$	—	$	18	$	—
Deferred compensation liabilities(5)		22		22		—		—
Total	$	40	$	22	$	18	$	—
(IN MILLIONS)	December 31,2012		Level 1		Level 2		Level 3
Assets:
Investments in equity securities(1)	$	13	$	13	$	—	$	—
Plan assets for deferred compensation(2)		22		22		—		—
Investment in mutual funds(3)		2		2		—		—
Total	$	37	$	37	$	—	$	—
Liabilities:
Interest rate swap arrangements(4)	$	22	$	—	$	22	$	—
Deferred compensation liabilities(5)		22		22		—		—
Total	$	44	$	22	$	22	$	—

Financial Assets and Liabilities Measured on a Recurring Basis

~~(1)~~The ~~Investments~~Company’s infinancial ~~equity~~assets ~~securities~~and liabilities are ~~carried~~measured and recorded at fair value, ~~which~~except isfor ~~based~~equity onmethod ~~the~~investments, ~~quoted~~cost ~~market~~method ~~price~~investments, atand ~~period~~long-term ~~end~~debt. inFinancial anassets ~~active~~and ~~market.~~liabilities ~~These investments~~ are classified asin ~~available-for-sale~~their ~~with~~entirety ~~any~~based ~~unrealized~~on ~~gains~~the orlowest ~~losses~~level ~~resulting from changes in fair value recorded, net~~ of ~~tax,~~input asthat ais ~~component~~significant ofto ~~accumulated~~the ~~other~~fair ~~comprehensive~~value ~~income/(loss) until realized~~measurements. ~~Nielsen~~The ~~assesses~~Company’s ~~declines~~assessment inof the ~~value~~significance of ~~individual~~a ~~investments~~particular input to ~~determine~~the ~~whether~~fair ~~such~~value ~~decline~~measurements isrequires ~~other~~judgment, ~~than temporary~~ and ~~thus~~may affect the ~~investment~~valuation isof ~~impaired~~the byassets ~~considering~~and ~~available~~liabilities ~~evidence.~~being ~~For~~measured ~~the~~and ~~three~~their ~~months~~placement ~~ended~~within ~~March~~the ~~31,~~fair ~~2013,~~value ~~Nielsen noted no such impairments~~hierarchy.

~~(2)~~The ~~Plan~~following ~~assets~~table ~~are~~summarizes ~~comprised~~the valuation of ~~investments~~the inCompany’s ~~mutual~~material ~~funds,~~financial ~~which~~assets ~~are~~and ~~intended to fund~~ liabilities ~~arising~~measured ~~from deferred compensation plans. These investments are carried~~ at fair value, ~~which is based~~ on ~~quoted~~a ~~market~~recurring ~~prices~~basis ~~at period end in active markets. These investments are classified~~ as ~~trading~~of ~~securities~~June 30, ~~with~~2013 ~~any~~and ~~gains or losses resulting from changes in fair value recorded in other expense~~December 31, ~~net~~2012: ~~in the condensed consolidated statements of operations.~~

(3) Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans.

(IN MILLIONS)	June 30, 2013		Level 1		Level 2		Level 3
Assets:
Investments in equity securities⁽¹⁾	$	24	$	24	$	—	$	—
Plan assets for deferred compensation⁽²⁾		24		24		—		—
Investment in mutual funds⁽³⁾		2		2		—		—
Total	$	50	$	50	$	—	$	—
Liabilities:
Interest rate swap arrangements⁽⁴⁾	$	9	$	—	$	9	$	—
Deferred compensation liabilities⁽⁵⁾		24		24		—		—
Total	$	33	$	24	$	9	$	—

(4) Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk.

	December 31, 2012		Level 1		Level 2		Level 3
Assets:
Investments in equity securities⁽¹⁾	$	13	$	13	$	—	$	—
Plan assets for deferred compensation⁽²⁾		22		22		—		—
Investment in mutual funds⁽³⁾		2		2		—		—
Total	$	37	$	37	$	—	$	—
Liabilities:
Interest rate swap arrangements⁽⁴⁾	$	22	$	—	$	22	$	—
Deferred compensation liabilities⁽⁵⁾		22		22		—		—
Total	$	44	$	22	$	22	$	—

(51) ~~The~~Investments ~~Company offers certain employees the opportunity to participate~~ in aequity ~~deferred~~securities ~~compensation plan. A participant’s deferrals~~ are ~~invested~~carried inat ~~a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the~~ fair value, ofwhich ~~these~~is ~~securities are measured using quoted prices in active markets~~ based on the quoted market price ~~per~~at ~~unit~~period ~~multiplied~~end byin ~~the~~an ~~number~~active ofmarket. ~~units~~These ~~held~~investments ~~exclusive~~are ofclassified as available-for-sale with any ~~transaction~~unrealized ~~costs.~~gains Aor ~~corresponding~~losses ~~adjustment~~resulting ~~for~~from changes in fair value ofrecorded, ~~the~~net ~~trading~~of ~~securities~~tax, isas ~~also~~a ~~reflected~~component inof ~~the~~accumulated ~~changes~~other incomprehensive ~~fair~~income/(loss) ~~value~~until ~~of the deferred compensation obligation~~realized.

11(2) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net.

~~Table~~(3) Investments in mutual funds are money-market accounts held with the intention of ~~Contents~~funding certain specific retirement plans.

(4) Derivative ~~Financial~~financial ~~Instruments~~instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk.

~~Nielsen~~(5) ~~uses~~The ~~interest~~Company ~~rate~~offers ~~swap~~certain ~~derivative~~employees ~~instruments~~the ~~principally~~opportunity to ~~manage~~participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the ~~risk~~fair ~~that~~value ~~changes~~of these securities are measured using quoted prices in ~~interest~~active ~~rates~~markets ~~will~~based ~~affect~~on the ~~cash flows~~market price per unit multiplied by the number of ~~its~~units ~~underlying~~held ~~debt~~exclusive ~~obligations~~of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation.

ToDerivative ~~qualify~~Financial ~~for~~Instruments hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss).

Nielsen ~~manages~~uses ~~exposure~~interest ~~to possible~~rate ~~defaults~~swap on derivative ~~financial~~ instruments byprincipally ~~monitoring~~to manage the ~~concentration of~~ risk that ~~Nielsen~~changes ~~has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security~~ in ~~relation~~interest torates ~~derivative~~will ~~financial~~affect ~~instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at~~ the ~~time~~cash ~~the~~flows ~~derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain~~ of its ~~subsidiaries~~underlying ~~(see~~debt ~~Note 9 “Long-term Debt and Other Financing Arrangements” for more information)~~obligations. ~~Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.~~

It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At March ~~31, 2013, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.~~ 13

~~Interest~~To ~~Rate~~qualify ~~Risk~~for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss).

Nielsen ismanages ~~exposed~~exposure to ~~cash~~possible ~~flow~~defaults ~~interest~~on ~~rate~~derivative financial instruments by monitoring the concentration of risk onthat Nielsen has with any individual bank and through the ~~floating-rate~~use Uof minimum credit quality standards for all counterparties.~~S. Dollar~~ ~~and~~Nielsen ~~Euro~~does ~~Term~~not ~~Loans,~~require ~~and~~collateral ~~uses~~or ~~floating-to-fixed~~other ~~interest~~security ~~rate~~in ~~swaps~~relation to ~~hedge~~derivative ~~this~~financial ~~exposure~~instruments. ~~For~~A ~~these~~derivative ~~derivatives, Nielsen~~contract ~~reports~~entered ~~the~~into ~~after-tax~~between ~~gain~~Nielsen or ~~loss~~certain ~~from~~of ~~the~~its ~~effective~~subsidiaries ~~portion~~and ofa ~~the~~counterparty ~~hedge~~that aswas also a ~~component~~lender ofunder ~~accumulated~~Nielsen’s ~~other~~senior ~~comprehensive~~secured ~~income/(loss) and~~credit ~~reclassifies~~facilities itat the time the derivative contract was entered into ~~earnings~~is inguaranteed under the ~~same~~senior ~~period~~secured orcredit ~~periods~~facilities inby ~~which~~Nielsen ~~the~~and ~~hedged~~certain ~~transaction affects~~of ~~earnings,~~its subsidiaries (see Note 9—Long-term Debt and ~~within~~Other ~~the~~Financing ~~same~~Arrangements ~~income~~for ~~statement~~more ~~line~~information). ~~item~~Since asit ~~the~~is ~~impact~~Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the ~~hedged~~counterparty ~~transaction~~risk to be remote.

AsIt is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of ~~March 31,~~ ~~2013~~these ISDA Master Agreements, Nielsen agrees to settle only the ~~Company~~net ~~had~~amount of the ~~following~~combined market values of all derivative contracts outstanding ~~interest~~with ~~rate~~any ~~swaps~~one ~~utilized~~counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the ~~management~~lenders, ofthen the Company could also be declared in default on its ~~interest~~derivative ~~rate~~obligations. At June 30, 2013, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk: or cross-default risk on its derivative financial instruments.

Notional Amount

Maturity Date

Currency

Interest rate swaps designated as hedging instruments

US Dollar term loan floating-to-fixed rate swaps

1,000,000,000

November 2013

US Dollar

US Dollar term loan floating-to-fixed rate swaps

250,000,000

November 2014

US Dollar

US Dollar term loan floating-to-fixed rate swaps

250,000,000

September 2015

US Dollar

US Dollar term loan floating-to-fixed rate swaps

125,000,000

November 2015

US Dollar

Euro term loan floating-to-fixed rate swaps

€

125,000,000

November 2015

Euro

US Dollar term loan floating-to-fixed rate swaps

500,000,000

November 2016

US Dollar

Interest Rate Risk

Nielsen ~~expects~~is exposed to ~~recognize~~cash ~~approximately~~flow ~~$12~~interest ~~million~~rate ofrisk ~~net~~on ~~pre~~the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax ~~losses~~gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and toreclassifies ~~interest~~it ~~expense~~into earnings in the ~~next~~same 12period ~~months~~or ~~associated~~periods ~~with~~in ~~its~~which ~~interest-related~~the ~~derivative~~hedged ~~financial~~transaction ~~instruments~~affects earnings, and within the same income statement line item as the impact of the hedged transaction.

12As of June 30, 2013 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:

	Notional Amount		Maturity Date		Currency
Interest rate swaps designated as hedging instruments
US Dollar term loan floating-to-fixed rate swaps	$	1,000,000,000		November 2013		US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000		November 2014		US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000		September 2015		US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	125,000,000		November 2015		US Dollar
Euro term loan floating-to-fixed rate swaps	€	125,000,000		November 2015		Euro
US Dollar term loan floating-to-fixed rate swaps	$	500,000,000		November 2016		US Dollar

~~Fair~~Nielsen ~~Values~~expects to recognize approximately $10 million of ~~Derivative~~net ~~Instruments~~pre-tax losses from accumulated other comprehensive loss to interest expense in the ~~Condensed~~next ~~Consolidated~~12 ~~Balance~~months ~~Sheets~~associated with its interest-related derivative financial instruments.

~~The fair values of the Company’s derivative instruments as of March~~ ~~31, 2013 and December 31, 2012 were as follows:~~ 14

	March 31, 2013				December 31, 2012
Derivatives Designated as Hedging Instruments (IN MILLIONS)	AccountsPayable andOtherCurrentLiabilities		OtherNon-CurrentLiabilities		AccountsPayable andOtherCurrentLiabilities		OtherNon-CurrentLiabilities
Interest rate swaps	$	3	$	15	$	6	$	16

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

~~Derivatives~~The infair ~~Cash~~values ~~Flow~~of ~~Hedging~~the ~~Relationships~~Company’s derivative instruments as of June 30, 2013 and December 31, 2012 were as follows:

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2013 and 2012 was as follows:

June 30, 2013

December 31, 2012

Derivatives Designated as Hedging Instruments

(IN MILLIONS)

Accounts
Payable and
Other
Current
Liabilities

Other
Non-
Current
Liabilities

Accounts
Payable and
Other
Current
Liabilities

Other
Non-
Current
Liabilities

Interest rate swaps

Derivatives in Cash Flow Hedging Relationships (IN MILLIONS)	Amount ofLossRecognized in OCI(Effective Portion)Three Months EndedMarch 31,				Location of LossReclassified from OCIinto Income (EffectivePortion)		Amount of LossReclassified fromOCI into Income(Effective Portion)Three Months EndedMarch 31,
	2013		2012				2013		2012
Interest rate swaps	$	—	$	8		Interest expense	$	4	$	6

Derivatives in Cash Flow Hedging Relationships

~~Assets~~The ~~and~~pre-tax ~~Liabilities~~effect ~~Measured~~of atderivative ~~Fair~~instruments ~~Value~~in oncash aflow ~~Nonrecurring~~hedging ~~Basis~~relationships for the three months ended June 30, 2013 and 2012 was as follows:

The Company is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. The Company’s equity method investments, cost method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

Derivatives in Cash Flow

Hedging Relationships

(IN MILLIONS)

Amount of (Gain)/
Loss
Recognized in OCI
(Effective Portion)
Three Months Ended
June 30,

Location of Loss
Reclassified from OCI
into Income (Effective
Portion)

Amount of Loss
Reclassified from
OCI into Income
(Effective Portion)
Three Months Ended
June 30,

2013

2012

2013

2012

Interest rate swaps

)

Interest expense

The ~~Company~~pre-tax ~~did~~effect ~~not~~of ~~measure~~derivative ~~any material~~instruments ~~non-financial~~in ~~assets~~cash orflow ~~liabilities~~hedging atrelationships ~~fair~~for ~~value during~~ the ~~three~~six months ended ~~March~~June 3130, 2013. and 2012 was as follows:

Derivatives in Cash Flow

Hedging Relationships

(IN MILLIONS)

Amount of (Gain)/
Loss
Recognized in OCI
(Effective Portion)
Six Months Ended
June 30,

Location of Loss
Reclassified from OCI
into Income (Effective
Portion)

Amount of Loss
Reclassified from
OCI into Income
(Effective Portion)
Six Months Ended
June 30,

2013

2012

2013

2012

Interest rate swaps

)

Interest expense

~~Table~~Assets ofand ~~Contents~~Liabilities Measured at Fair Value on a Nonrecurring Basis

9The Company is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. ~~Long~~The Company’s equity method investments, cost method investments, and non-~~term~~financial ~~Debt~~assets, such as goodwill, intangible assets, and ~~Other~~property, ~~Financing~~plant ~~Arrangements~~and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

~~Unless~~The ~~otherwise~~Company ~~stated,~~did ~~interest~~not ~~rates~~measure ~~are~~any asmaterial ofnon-financial ~~March~~assets or liabilities at fair value during the three or six months ended June 3130, 2013.

	March 31, 2013							December 31, 2012
(IN MILLIONS)	WeightedInterestRate			CarryingAmount		FairValue		WeightedInterestRate			CarryingAmount		FairValue
$1,610 million Senior secured term loan due 2013				$	—	$	—				$	218	$	218
$2,386 million Senior secured term loan due 2016					—		—					2,315		2,324
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.95%) due 2016					2,526		2,549					—		—
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.20%) due 2017					1,161		1,167					1,176		1,173
€227 million Senior secured term loan due 2013					—		—					34		34
€273 million Senior secured term loan due 2016					—		—					347		347
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.06%) due 2016					371		373					—		—
$635 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2016					55		55					—		—
Total senior secured credit facilities (with weighted-average interest rate)		2.90	%		4,113		4,144		3.46	%		4,090		4,096
$215 million 11.625% senior debenture loan due 2014					210		227					209		232
$1,080 million 7.75% senior debenture loan due 2018					1,084		1,203					1,084		1,211
$800 million 4.50% senior debenture loan due 2020					800		799					800		794
Total debenture loans (with weighted-average interest rate)		7.60	%		2,094		2,229		7.60	%		2,093		2,237
Other loans					1		1					1		1
Total long-term debt		4.49	%		6,208		6,374		4.86	%		6,184		6,334
Capital lease and other financing obligations					106							107
Bank overdrafts					6							5
Short term debt					8							7
Total debt and other financing arrangements					6,328							6,303
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					380							362
Non-current portion of long-term debt and capital lease and other financing obligations				$	5,948						$	5,941

~~The~~9. ~~fair value of the Company’s long~~Long-term ~~debt~~Debt ~~instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms~~ and ~~maturities~~Other ~~and~~Financing ~~such~~Arrangements ~~fair value measurements are considered Level 1 or Level 2 in nature, respectively.~~

14Unless otherwise stated, interest rates are as of June 30, 2013.

	June 30, 2013							December 31, 2012
(IN MILLIONS)	Weighted Interest Rate			Carrying Amount		Fair Value		Weighted Interest Rate			Carrying Amount		Fair Value
$1,610 million Senior secured term loan due 2013				$	—	$	—				$	218	$	218
$2,386 million Senior secured term loan due 2016					—		—					2,315		2,324
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.94%) due 2016					2,520		2,522					—		—
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.19%) due 2017					1,146		1,146					1,176		1,173
227 million Senior secured term loan due 2013					—		—					34		34
273 million Senior secured term loan due 2016					—		—					347		347
289 million Senior secured term loan (Euro LIBOR based variable rate of 3.06%) due 2016					375		378					—		—
$635 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2016					—		—					—		—
Total senior secured credit facilities (with weighted-average interest rate)		2.90	%		4,041		4,046		3.46	%		4,090		4,096
$215 million 11.625% senior debenture loan due 2014					212		223					209		232
$1,080 million 7.75% senior debenture loan due 2018					1,083		1,166					1,084		1,211
$800 million 4.50% senior debenture loan due 2020					800		778					800		794
Total debenture loans (with weighted-average interest rate)		7.65	%		2,095		2,167		7.60	%		2,093		2,237
Other loans					4		4					1		1
Total long-term debt		4.52	%		6,140		6,217		4.86	%		6,184		6,334
Capital lease and other financing obligations					108							107
Short-term debt					28							7
Bank overdrafts					7							5
Total debt and other financing arrangements					6,283							6,303
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					363							362
Non-current portion of long-term debt and capital lease and other financing obligations				$	5,920						$	5,941

~~Annual~~The ~~maturities~~fair value of ~~Nielsen~~the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are asconsidered ~~follows:~~Level 1 or Level 2 in nature, respectively.

(IN MILLIONS)
For April 1, 2013 to December 31, 2013	$	124
2014		348
2015		151
2016		2,969
2017		733
2018		1,083
Thereafter		800
	$	6,208

Annual maturities of Nielsen’s long-term debt are as follows:

In December 2012, the Company signed a definitive agreement to acquire Arbitron Inc. (NYSE: ARB), an international media and marketing research firm, for $48 per share in cash (the “Transaction”). In addition, the Company entered into a commitment for an unsecured note or unsecured loan of up to $1,300 million (the “Commitment Letter”) to fund the closing of the Transaction. As of March 31, 2013, there were no borrowings outstanding under the Commitment Letter.

(IN MILLIONS)
For July 1, 2013 to December 31, 2013	$	46
2014		352
2015		151
2016		2,975
2017		733
2018		1,083
Thereafter		800
	$	6,140

In ~~April~~December ~~2013~~2012, ~~Arbitron’s~~the ~~shareholders~~Company ~~voted~~signed a definitive agreement to ~~approve~~acquire Arbitron Inc. (NYSE: ARB), an international media and marketing research firm, for $48 per share in cash (the “Transaction”). In addition, ~~which~~the ~~remains~~Company ~~subject~~entered into a commitment for an unsecured note or unsecured loan of up to ~~customary~~$1,300 million (the “Commitment Letter”) to fund the closing ~~conditions~~of the Transaction. As of June 30, ~~including~~2013, ~~regulatory~~there ~~review~~were no borrowings outstanding under the Commitment Letter.

~~Amendment to Senior Secured Credit Facility~~ 16

In ~~February~~April 2013, ~~the~~Arbitron’s ~~Second~~shareholders ~~Amended~~voted ~~and Restated Senior Secured Credit Agreement was amended and restated~~ to ~~provide~~approve ~~for a new class of term loans (~~the ~~“Class E Term Loans”) in an aggregate principal amount of $2~~Transaction,~~532~~ ~~million and €289 million, the proceeds of~~ which ~~were~~remains ~~used~~subject to ~~repay~~customary orclosing ~~replace in full a like amount of our existing Class A Term Loans maturing August 9~~conditions, ~~2013,~~including ~~Class~~regulatory ~~B Term Loans maturing May 1, 2016 and Class C Term Loans maturing May 1, 2016~~review. As a result of this transaction, the Company recorded a charge of $12 million primarily related to the write-off of previously capitalized deferred financing fees associated with the Class A, B and C term loans to other expense, net in the condensed consolidated statement of operations.

~~The~~Amendment ~~Class E Term Loans will mature in full on May 1, 2016 and are required~~ to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class E Term Loans, with the balance payable on May 1, 2016. Class E Term Loans denominated in dollars bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.75% (in the case of base rate loans) or 2.75% (in the case of eurocurrency rate loans). Class E Term Loan denominated in euros bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%. The newly Amended and Restated Senior Secured Credit ~~Agreement~~Facility contains substantially the same affirmative and negative covenants as those of the Existing Credit Agreement, other than certain amendments to the limitation on the ability of Nielsen and certain of its subsidiaries and affiliates to incur indebtedness and make investments.

10In February 2013, the Second Amended and Restated Senior Secured Credit Agreement was amended and restated to provide for a new class of term loans (the “Class E Term Loans”) in an aggregate principal amount of $2,532 million and €289 million, the proceeds of which were used to repay or replace in full a like amount of our existing Class A Term Loans maturing August 9, 2013, Class B Term Loans maturing May 1, 2016 and Class C Term Loans maturing May 1, 2016. ~~Income~~As ~~Taxes~~a result of this transaction, the Company recorded a charge of $12 million primarily related to the write-off of previously capitalized deferred financing fees associated with the Class A, B and C term loans to other expense, net in the condensed consolidated statement of operations.

The ~~effective~~Class ~~tax~~E ~~rates~~Term ~~for~~Loans ~~the~~will ~~three~~mature ~~months~~in ~~ended~~full ~~March~~on May 311, ~~2013~~2016 and ~~2012~~are ~~were~~required ~~40%~~to ~~and~~be ~~26%~~repaid ~~respectively~~in equal quarterly installments in aggregate annual amounts equal to 1. ~~The tax~~00% ~~rate~~of ~~for~~the original principal amount of Class E Term Loans, with the ~~three~~balance ~~months~~payable ~~ended~~on ~~March~~May 311, ~~2013~~2016. ~~was~~Class ~~higher~~E ~~than~~Term ~~statutory~~Loans ~~rate~~denominated asin adollars ~~result~~bear ofinterest ~~the~~equal ~~tax~~to, ~~impact~~at ofour ~~the~~election, ~~Venezuela~~a ~~currency~~base ~~revaluation~~rate ~~and~~or ~~accrual~~eurocurrency ~~for~~rate, ~~future~~in ~~audit~~each ~~settlements~~case ~~offset~~plus byan ~~the~~applicable ~~favorable~~margin, ~~impact~~which ofis ~~certain~~equal ~~financing activities~~to ~~and~~1.75% ~~release~~(in the case of ~~tax~~base ~~contingencies~~rate loans) or 2. ~~The~~75% ~~tax~~(in the case of eurocurrency rate ~~for~~loans). ~~the~~Class ~~three~~E ~~months~~Term ~~ended~~Loan ~~March 31,~~denominated ~~2012~~in ~~was~~Euros ~~higher~~bear ~~than~~interest equal to the ~~statutory~~eurocurrency rate ~~primarily~~plus ~~due~~an toapplicable margin of 3.00%. The newly Amended and Restated Senior Secured Credit Agreement contains substantially the ~~tax~~same ~~rate~~affirmative ~~differences~~and innegative ~~other~~covenants ~~jurisdictions~~as ~~where~~those of the ~~Company~~Existing ~~files~~Credit ~~tax~~Agreement, ~~returns offset~~other bythan certain amendments to the ~~favorable~~limitation ~~impact~~on the ability of Nielsen and certain ~~financing~~of ~~activities~~its subsidiaries and affiliates to incur indebtedness and make investments.

~~Liabilities for unrecognized tax benefits totaled $93 million and $94 million as of March 31, 2013 and December 31, 2012~~10. If ~~the~~Income ~~Company’s~~Taxes ~~tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company’s effective tax rate in future periods~~

The ~~Company~~effective ~~files~~tax ~~numerous~~rates ~~consolidated~~for the three months ended June 30, 2013 and ~~separate~~2012 ~~income~~were 28% and 26%, respectively. The tax ~~returns~~rate infor the ~~U.S.~~three ~~and~~months inended ~~many state~~June 30, ~~and~~2013 ~~foreign~~was ~~jurisdictions. With~~higher ~~few~~than ~~exceptions~~the statutory rate as a result of the ~~Company~~tax isimpact noof ~~longer~~the ~~subject~~accrual for future audit settlements offset by the favorable impact of 2012 return to ~~U.S.~~provision ~~Federal~~adjustments ~~income~~as well as the favorable impact of certain financing activities. The tax ~~examination~~rate for ~~2006~~the ~~and~~three ~~prior~~months ~~periods. In~~ended ~~addition~~June 30, 2012 was higher than the ~~Company~~statutory ~~has~~rate ~~subsidiaries~~as inthe ~~various~~favorable ~~states,~~impact ~~provinces~~of ~~and~~certain ~~countries that~~financing ~~are~~activities ~~currently~~was ~~under~~offset ~~audit~~slightly ~~for~~by ~~years~~the ~~ranging~~tax ~~from~~rate ~~2001~~differences ~~through~~in ~~2011.~~other jurisdictions where the Company files tax returns.

15The effective tax rate for the six months ended June 30, 2013 and 2012 were 31% and 24%, respectively. The tax rates for the six months ended June 30, 2013 was higher than statutory rate as a result of the tax impact of the Venezuela currency revaluation and accrual for future audit settlements offset by the favorable 2012 return to provision adjustments as well as the favorable impact of certain financing activities and release of tax contingencies. The tax rate for the six months ended June 30, 2012 was lower than the statutory expense rate as the favorable impact of certain financing activities was offset slightly by the tax rate differences in other jurisdictions where the Company files tax returns.

~~Table~~ Liabilities for unrecognized income tax benefits totaled $93 million and $94 million as of ~~Contents~~June 30, 2013 and December 31, 2012, respectively. If the Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company’s effective tax rate in future periods.

The Company isfiles ~~under~~numerous ~~Canadian~~consolidated ~~audit~~and ~~for~~separate ~~the~~income ~~years~~tax ~~2007~~returns ~~and~~in ~~2008~~the U. ItS. isFederal ~~anticipated~~jurisdiction ~~that these~~and ~~examinations~~in ~~will~~many bestate ~~completed~~and ~~within~~foreign ~~the~~jurisdictions. ~~next~~With ~~twelve~~few ~~months. To date~~exceptions, the Company is ~~not~~no ~~aware~~longer ofsubject ~~any~~to ~~material~~U.S. ~~adjustments~~Federal ~~not~~income ~~already~~tax ~~accrued~~examinations ~~related~~for to2006 ~~any~~and ofprior periods. In addition, the ~~current~~Company ~~Federal~~has subsidiaries in various states, ~~state~~provinces orand ~~foreign~~countries ~~audits~~that are currently under ~~examination.~~audit for years ranging from 2010 through 2011.

~~11.~~The ~~Commitments~~Canadian Tax Authorities recently completed the tax examination for tax year 2007 and, ~~Contingencies~~it is anticipated that the examination for tax years 2008, 2009 and 2010 will be concluded within the next twelve to eighteen months. To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination.

~~Legal~~11. ~~Proceedings~~Commitments and Contingencies

~~Sunbeam~~Legal ~~Television~~Proceedings ~~Corp. (“Sunbeam”) filed a lawsuit in Federal District Court in Miami, Florida in April 2009. The lawsuit alleged that we violated Federal~~ and ~~Florida~~Contingencies state antitrust laws and Florida’s unfair trade practices laws by attempting to maintain a monopoly and abuse our position in the market, and breached our contract with Sunbeam by producing defective ratings data through our sampling methodology. The complaint did not specify the amount of damages sought and also sought declaratory and equitable relief. In January 2011, the U.S. District Court in the Southern District of Florida dismissed all federal and state antitrust claims brought against us by Sunbeam stating that Sunbeam failed to show that any competitor was “willing and able” to enter the local television ratings market in Miami and was excluded from that market by us. The Court also determined that Sunbeam could not prove that the current ratings for Sunbeam’s local station WSVN are less accurate than they would be under a prospective competitor’s methodology. The Court deferred ruling on the remaining ancillary claims, including breach of contract and violation of Florida’s Deceptive and Unfair Trade Practices Act. Subsequent to the court’s decision, Sunbeam voluntarily dismissed with prejudice the remaining claims in the case so that all claims have been dismissed. Sunbeam appealed the court’s dismissal of the antitrust claims. On March 4, 2013, the U.S. Court of Appeals for the Eleventh Judicial Circuit affirmed the lower court’s decision to dismiss the claims. On March 22, 2013, Sunbeam filed a petition for rehearing the case. The petition remains pending.

~~Nielsen~~Sunbeam isTelevision ~~subject~~Corp. to(“Sunbeam”) ~~litigation~~filed ~~and~~a ~~other~~lawsuit ~~claims~~ in ~~the~~Federal ~~ordinary~~District ~~course~~Court ofin ~~business~~Miami, ~~some~~ ofFlorida ~~which~~in ~~include~~April ~~claims~~2009. ~~for~~The ~~substantial~~lawsuit ~~sums.~~alleged ~~Accruals~~that ~~have~~we ~~been~~violated ~~recorded~~Federal ~~when~~and ~~the~~Florida ~~outcome~~state isantitrust ~~probable~~laws and ~~can~~Florida’s beunfair ~~reasonably~~trade ~~estimated.~~practices ~~While~~laws ~~the~~by ~~ultimate~~attempting ~~results~~to ofmaintain ~~claims~~a monopoly and ~~litigation~~abuse ~~cannot~~our beposition ~~determined,~~in the ~~Company~~market, ~~does~~and ~~expect~~breached ~~that~~our ~~the ultimate~~contract ~~disposition~~with ofSunbeam ~~these~~by ~~matters~~producing ~~will~~defective ~~not~~ratings ~~have~~data athrough ~~material~~our ~~adverse~~sampling ~~effect~~methodology. onThe ~~its~~complaint ~~operations~~did ornot ~~financial~~specify ~~condition.~~the ~~However,~~amount ~~depending~~of ondamages ~~the~~sought ~~amount~~ and ~~the~~also ~~timing,~~sought andeclaratory ~~unfavorable~~and ~~resolution~~equitable ofrelief. ~~some~~In orJanuary ~~all~~2011, ofthe ~~these~~U.S. ~~matters~~District ~~could~~Court ~~materially affect~~in the ~~Company’s~~Southern ~~future~~District ~~results~~ of ~~operations~~Florida ordismissed ~~cash~~all ~~flows~~federal inand astate ~~particular~~antitrust ~~period.~~ claims

~~Other Contractual Arrangements~~ 17

Inbrought ~~February~~against ~~2013,~~us ~~the~~by ~~Company~~Sunbeam ~~amended~~stating ~~its~~that ~~Amended~~Sunbeam ~~and~~failed ~~Restated~~to ~~Master~~show ~~Services~~that ~~Agreement~~any ~~(the~~competitor was “~~MSA”),~~willing ~~dated as of October 1, 2007 with Tata America International Corporation~~ and ~~Tata Consultancy Services Limited (jointly, “TCS~~able”). ~~The~~to ~~term~~enter of the ~~MSA~~local ~~has~~television ~~been~~ratings ~~extended~~market ~~for~~in anMiami ~~additional~~and ~~three~~was ~~years,~~excluded sofrom asthat tomarket ~~expire~~by onus. ~~December 31,~~The ~~2020, with~~Court aalso ~~one-year~~determined ~~renewal~~that ~~option~~Sunbeam ~~granted~~could tonot ~~Nielsen.~~prove Inthat ~~addition,~~ the ~~Company~~current ~~has~~ratings ~~increased~~for ~~its~~Sunbeam’s ~~commitment~~local tostation ~~purchase~~WSVN ~~services~~are ~~from~~less ~~TCS~~accurate ~~(the~~than ~~“Minimum~~they ~~Commitment”)~~would ~~from~~be ~~$1.0~~under ~~billion~~a toprospective $2competitor’s methodology.5 ~~billion~~The ~~over~~Court ~~the~~deferred ~~life~~ruling ofon the ~~contract~~remaining ~~(from October 1,~~ancillary ~~2007)~~claims, including abreach ~~commitment~~of tocontract ~~purchase~~and atviolation ~~least~~of ~~$100~~Florida’s ~~million~~Deceptive inand ~~services~~Unfair ~~per~~Trade ~~year~~Practices ~~(the “Annual Commitment”)~~Act. ~~TCS’~~Subsequent ~~charges~~to ~~under~~ the ~~separate~~court’s ~~Global~~decision, ~~Infrastructure~~Sunbeam ~~Services~~voluntarily ~~Agreement~~dismissed ~~between~~with prejudice the ~~parties~~remaining ~~will~~claims ~~be credited~~in ~~against~~ the ~~Minimum~~case ~~Commitment~~so ~~and~~that ~~the~~all ~~Annual~~claims ~~Commitment.~~have ~~TCS~~been ~~will~~dismissed. ~~continue~~Sunbeam toappealed ~~globally provide~~ the ~~Company~~court’s ~~with~~dismissal ~~professional~~of ~~services~~the ~~relating~~antitrust toclaims. ~~information~~On ~~technology (including application development and maintenance)~~March 4, ~~business process outsourcing~~2013, ~~client~~the ~~service knowledge process outsourcing, management sciences, analytics, and financial planning and analytics~~U.S. AsCourt ~~Nielsen~~of ~~orders~~Appeals ~~specific~~for ~~services under~~ the ~~Agreement,~~Eleventh ~~the~~Judicial ~~parties~~Circuit ~~will~~affirmed ~~execute Statements of Work (“SOWs”) describing~~ the ~~specific~~lower ~~scope~~court’s ofdecision ~~the services~~ to bedismiss ~~performed~~the ~~by TCS~~claims. ~~The~~On ~~amount~~March 22, ~~of the Minimum Commitment and the Annual Commitment may be reduced on the occurrence of certain events~~2013, ~~some~~Sunbeam offiled ~~which~~a ~~also~~petition ~~provide~~for ~~the~~rehearing ~~Company with~~ the ~~right~~case. ~~to terminate~~The ~~the~~petition ~~Agreement~~was ordenied ~~SOWs~~on May 13, ~~as applicable~~2012.

~~Cyprus~~Nielsen ~~Agreement~~is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period.

OnOther ~~March 25,~~Contractual ~~2013,~~Arrangements Cyprus and certain members of the European Union reached an agreement on measures intended to restore the viability of the financial sector of Cyprus. As part of these measures Cyprus has agreed to downsize its local financial sector including:

In February 2013, the Company amended its Amended and Restated Master Services Agreement (the “MSA”), dated as of October 1, 2007 with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”). The ~~immediate~~term ~~dissolution~~ of ~~Cyprus~~the ~~Popular~~MSA ~~Bank~~has ~~under~~been ~~which~~extended ~~equity~~for ~~shareholders~~an additional three years, ~~bondholders~~so ~~and~~as ~~uninsured~~to ~~depositors~~expire ~~(defined~~on asDecember 31, ~~those~~2020, with ~~deposits~~a inone-year ~~excess~~renewal option granted to Nielsen. In addition, the Company has increased its commitment to purchase services from TCS (the “Minimum Commitment”) from $1.0 billion to $2.5 billion over the life of €the contract (from October 1, 2007), including a commitment to purchase at least $100 ~~thousand~~million in services per year (the “Annual Commitment”). TCS’ charges under the separate Global Infrastructure Services Agreement between the parties will ~~contribute~~be credited against the Minimum Commitment and the Annual Commitment. TCS will continue to ~~make~~globally upprovide the ~~losses~~Company with professional services relating to information technology (including application development and maintenance), business process outsourcing, client service knowledge process outsourcing, management sciences, analytics, and financial planning and analytics. As Nielsen orders specific services under the Agreement, the parties will execute Statements of Work (“SOWs”) describing the ~~bank;~~specific scope of the services to be performed by TCS. The amount of the Minimum Commitment and the Annual Commitment may be reduced on the occurrence of certain events, some of which also provide the Company with the right to terminate the Agreement or SOWs, as applicable.

~~(2) The recapitalization of the Bank of~~ Cyprus ~~(“BoC”)~~Agreement through a deposit/equity conversion of uninsured deposits, with full contribution of equity shareholders and bondholders. Currently 37.5% of uninsured deposits of BoC have been converted into Class A shares with voting and dividend rights. An additional 22.5% have been “frozen” and may also be partially or fully used to issue new Class A shares, as necessary.

AsOn ~~a result of this agreement~~March 25, ~~the Company recorded a charge of $4 million during the first quarter of~~ 2013 ~~in Selling~~, ~~General~~Cyprus and ~~Administrative~~certain ~~expenses~~members inof the ~~statement~~European ofUnion ~~operations~~reached ~~representing~~an ~~the~~agreement ~~uninsured~~on ~~deposits~~measures ~~either~~intended ~~contributed~~ to ~~make~~restore upthe ~~losses~~viability of ~~Cyprus~~the ~~Popular~~financial ~~Bank~~sector ~~or converted into Class A shares~~ of ~~BoC, as described above~~Cyprus. ~~The~~As ~~Company~~part ~~does~~of ~~not~~these ~~expect~~measures ~~this~~Cyprus ~~agreement~~has agreed to ~~significantly~~downsize ~~impact~~its ~~future~~local ~~operating~~financial ~~results.~~sector including:

16(1) The immediate dissolution of Cyprus Popular Bank under which equity shareholders, bondholders and uninsured depositors (defined as those with deposits in excess of €100 thousand) will contribute to make up the losses of the bank; and

~~Table~~(2) The recapitalization of ~~Contents~~the Bank of Cyprus (“BoC”) through a deposit/equity conversion of uninsured deposits, with full contribution of equity shareholders and bondholders. Currently 37.5% of uninsured deposits of BoC have been converted into Class A shares with voting and dividend rights. An additional 22.5% have been “frozen” and may also be partially or fully used to issue new Class A shares, as necessary.

12As a result of this agreement, the Company recorded a charge of $4 million during the first quarter of 2013 in Selling, General and Administrative expenses in the statement of operations representing the uninsured deposits either contributed to make up losses of Cyprus Popular Bank or converted into Class A shares of BoC, as described above. The ~~Segments~~Company does not expect this agreement to significantly impact future operating results

~~The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry~~12. ~~Management~~Segments aggregates such operating segments into three reporting segments: what consumers buy (“Buy”), consisting principally of market research information and analytical services; what consumers watch (“Watch”), consisting principally of television, online and mobile audience and advertising measurement and corresponding analytics and Expositions, consisting principally of trade shows, events and conferences.

~~Corporate~~The ~~consists~~Company ~~principally~~aligns ofits ~~unallocated~~operating ~~items~~segments ~~such~~in asorder ~~certain~~to ~~facilities~~conform ~~and~~to ~~infrastructure~~management’s ~~costs~~internal asreporting ~~well as intersegment eliminations. Certain corporate costs~~structure, ~~other~~which ~~than~~is ~~those~~reflective ~~described~~of ~~above,~~service ~~including~~offerings ~~those~~by ~~related~~industry. toManagement ~~selling,~~aggregates ~~finance,~~such ~~legal, human resources, and information technology systems, are considered~~ operating ~~costs~~segments ~~and~~into ~~are~~two ~~allocated~~reporting ~~to the Company’s~~ segments: ~~based~~what onconsumers ~~either~~buy ~~the~~(“Buy”), ~~actual~~consisting ~~amount~~principally of ~~costs~~market ~~incurred~~research orinformation onand aanalytical ~~basis~~services; ~~consistent~~and ~~with~~what ~~the~~consumers ~~operations~~watch of(“Watch”), ~~the~~consisting ~~underlying~~principally ~~segment. Information with respect to the operations~~ of ~~each~~television, ofonline ~~Nielsen’s~~and ~~business~~mobile ~~segments~~audience isand ~~set~~advertising ~~forth~~measurement ~~below based on the nature of the services offered~~ and ~~geographic~~corresponding ~~areas of operations~~analytics. In June

~~Business Segment Information~~ 18

(IN MILLIONS)	Buy		Watch		Expositions		Corporate			Total
Three Months Ended March 31, 2013
Revenues	$	825	$	494	$	57	$	—		$	1,376
Depreciation and amortization	$	51	$	68	$	6	$	1		$	126
Restructuring charges	$	12	$	7	$	—	$	16		$	35
Stock-based compensation expense	$	3	$	2	$	—	$	5		$	10
Operating income/(loss)	$	53	$	122	$	26	$	(30	)	$	171
Total assets as of March 31, 2013	$	6,705	$	6,696	$	752	$	261		$	14,414
(IN MILLIONS)	Buy		Watch		Expositions		Corporate			Total
Three Months Ended March 31, 2012
Revenues	$	799	$	474	$	61	$	—		$	1,334
Depreciation and amortization	$	53	$	68	$	6	$	2		$	129
Restructuring charges	$	31	$	5	$	—	$	1		$	37
Stock-based compensation expense	$	2	$	2	$	—	$	4		$	8
Operating income/(loss)	$	35	$	111	$	30	$	(18	)	$	158
Total assets as of December 31, 2012	$	6,885	$	6,706	$	758	$	234		$	14,583

2013, Nielsen completed the sale of its Expositions reporting segment (see Note 4, Discontinued Operations, for more information). The Company’s condensed consolidated statements of operations reflect the Expositions reporting segment as a discontinued operation.

17Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations.

~~Table~~Business ofSegment ~~Contents~~Information

13. Guarantor Financial Information

(IN MILLIONS)	Buy		Watch		Expositions		Corporate			Total
Three Months Ended June 30, 2013
Revenues	$	867	$	519	$	—	$	—		$	1,386
Depreciation and amortization	$	54	$	70	$	—	$	2		$	126
Restructuring charges	$	6	$	4	$	—	$	(2	)	$	8
Stock-based compensation	$	4	$	2	$	—	$	5		$	11
Operating income/(loss)	$	107	$	157	$	—	$	(23	)	$	240
Total assets as of June 30, 2013	$	6,739	$	6,699	$	—	$	1,099		$	14,537

(IN MILLIONS)	Buy		Watch		Expositions		Corporate			Total
Three Months Ended June 30, 2012
Revenues	$	849	$	493	$	—	$	—		$	1,342
Depreciation and amortization	$	49	$	68	$	—	$	3		$	120
Restructuring charges	$	8	$	7	$	—	$	1		$	16
Stock-based compensation	$	2	$	1	$	—	$	3		$	6
Operating income/(loss)	$	110	$	137	$	—	$	(18	)	$	229
Total assets as of December 31, 2012	$	6,885	$	6,706	$	758	$	234		$	14,583

The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the condensed consolidating balance sheet as of March 31, 2013 and December 31, 2012 and condensed consolidating statements of operations and cash flows for three months ended March 31, 2013 and 2012. The Senior Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., Nielsen Business Media Holding Company, TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly-owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen Business Media Holding Company, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are the Nielsen Finance LLC and Nielsen Finance Co., both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.

(IN MILLIONS)	Buy		Watch		Corporate			Total
Six Months Ended June 30, 2013
Revenues	$	1,692	$	1,013	$	—		$	2,705
Depreciation and amortization	$	105	$	138	$	4		$	247
Restructuring charges	$	18	$	11	$	14		$	43
Stock-based compensation	$	7	$	4	$	10		$	21
Operating income/(loss)	$	160	$	279	$	(57	)	$	382

(IN MILLIONS)	Buy		Watch		Corporate			Total
Six Months Ended June 30, 2012
Revenues	$	1,648	$	967	$	—		$	2,615
Depreciation and amortization	$	102	$	136	$	5		$	243
Restructuring charges	$	39	$	12	$	2		$	53
Stock-based compensation	$	4	$	3	$	7		$	14
Operating income/(loss)	$	145	$	248	$	(38	)	$	355

~~Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries~~13. ~~All~~Guarantor ofFinancial ~~Nielsen’s~~Information ~~operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.~~

The ~~Nielsen~~following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the condensed consolidating balance sheet as of June 30, 2013 and December 31, 2012, condensed consolidating statements of operations for three and six months ended June 30, 2013 and 2012 and condensed consolidating statement cash flows for months ended June 30, 2013 and 2012. The Senior Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly-owned U.S. subsidiaries of ACN Holdings, Inc., in each case to the extent that such entities

~~Condensed Consolidating Statement of Comprehensive Income (Unaudited)~~ 19

~~For~~provide a guarantee under the ~~three~~senior ~~months~~secured ~~ended~~credit ~~March 31~~facilities. The issuers are the Nielsen Finance LLC and Nielsen Finance Co., ~~2013~~both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.

(IN MILLIONS)	Parent			Issuer			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	714		$	662		$	—		$	1,376
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			272			321			—			593
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			219			232			—			451
Depreciation and amortization		—			—			97			29			—			126
Restructuring charges		—			—			19			16			—			35
Operating income		—			—			107			64			—			171
Interest income		—			147			13			4			(163	)		1
Interest expense		—			(77	)		(155	)		(12	)		163			(81	)
Foreign currency exchange transaction losses, net		—			—			—			(12	)		—			(12	)
Other (expense)/income, net		—			(12	)		19			(19	)		—			(12	)
Income/(loss) from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			58			(16	)		25			—			67
(Provision)/benefit for income taxes		—			(20	)		4			(11	)		—			(27	)
Equity in net income of subsidiaries		37			—			51			—			(88	)		—
Equity in net (loss)/income of affiliates		—			—			(2	)		1			—			(1	)
Income from continue operations		37			38			37			15			(88	)		39
Loss from discontinued operations, net of tax		—			—			—			3			—			3
Net income		37			38			37			12			(88	)		36
Net loss attributable to noncontrolling interest		—			—			—			1			—			1
Net income attributable to controlling interest		37			38			37			13			(88	)		37
Total other comprehensive (loss)/income		(20	)		9			(19	)		(62	)		74			(18	)
Total other comprehensive income attributable to noncontrolling interest		—			—			—			2			—			2
Total other comprehensive (loss)/income attributable to controlling interest		(20	)		9			(19	)		(64	)		74			(20	)
Total comprehensive income/(loss)		17			47			18			(50	)		(14	)		18
Comprehensive income attributable to noncontrolling interest		—			—			—			1			—			1
Total comprehensive income/(loss) attributable to controlling interest	$	17		$	47		$	18		$	(51	)	$	(14	)	$	17

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.

18The Nielsen Company B.V.

~~Table~~Condensed Consolidating Statement of ~~Contents~~Comprehensive Income (Unaudited)

~~The~~For ~~Nielsen~~the ~~Company~~three ~~B.V.~~months ended June 30, 2013

Condensed Consolidating Statement of Comprehensive Income (Unaudited)

(IN MILLIONS)	Parent			Issuers			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	681		$	705		$	—		$	1,386
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			250			330			—			580
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			207			225			—			432
Depreciation and amortization		—			—			93			33			—			126
Restructuring charges		—			—			—			8			—			8
Operating income		—			—			131			109			—			240
Interest income		—			151			11			5			(167	)		—
Interest expense		—			(73	)		(154	)		(13	)		167			(73	)
Foreign currency exchange transaction income/(expense), net		—			—			—			(4	)		—			(4	)
Other income/(expense), net		—			—			45			(45	)		—			—
Income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			78			33			52			—			163
Provision for income taxes		—			(28	)		(13	)		(5	)		—			(46	)
Equity in net income of subsidiaries		428			—			97			—			(525	)		—
Equity in net income of affiliates		—			—			3			1			—			4
Income from continuing operations		428			50			120			48			(525	)		121
Income/(loss) from discontinued operations, net of tax		—			—			308			(1	)		—			307
Net income		428			50			428			47			(525	)		428
Total other comprehensive (loss)/income		(82	)		3			(82	)		(73	)		152			(82	)
Total comprehensive income/(loss)		346			53			346			(26	)		(373	)		346
Comprehensive loss attributable to noncontrolling interests		—

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