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 ~~September~~June 30, ~~2013~~2014

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

For the transition period from to

Commission file number 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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ¨ No ¨

Note: The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months.

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x ~~Smaller reporting company ¨~~ (Do not check if a smaller reporting company) Smaller reporting company ¨

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

There were 258,463,857 shares of the registrant’s Common Stock outstanding as of ~~September~~June 30, ~~2013~~2014.

The registrant meets the conditions set forth in General Instructions (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format.

Table of Contents

Contents

		PAGE
PART I.	FINANCIAL INFORMATION		3
Item 1.	Condensed Consolidated Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2928
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4442
Item 4.	Controls and Procedures		4443
PART II.	OTHER INFORMATION		4544
Item 1.	Legal Proceedings		4544
Item 1A.	Risk Factors		4544
Item 5.	Other Information		4544
Item 6.	Exhibits		4644
	Signatures		4745

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

The Nielsen Company B.V.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months EndedJune 30,						Six Months EndedJune 30,
(IN MILLIONS)	~~2013~~2014			~~2012~~2013			~~2013~~2014			~~2012~~2013
Revenues	$	1,~~387~~594		$	1,~~351~~386		$	43,~~092~~083		$	32,~~966~~705
Cost of revenues, exclusive of depreciation and amortization shown separately below		~~573~~677			~~550~~580			1,~~732~~319			1,~~649~~159
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		~~433~~481			~~428~~432			~~1,307~~970			~~1,293~~874
Depreciation and amortization		~~117~~145			~~124~~126			~~364~~286			~~367~~247
Restructuring charges		2013			48			6337			5743
Operating income		~~244~~278			~~245~~240			~~626~~471			~~600~~382
Interest income		1			1—			2			31
Interest expense		(78	)		(9573	)		(~~227~~155	)		(~~284~~149	)
Foreign currency exchange transaction (losses)/gains, net		(7	)		1			(23	)		(12	)
Foreign currency exchange transaction losses, net		(6	)		(4	)		(33	)		(16	)
Other income/(expense), net		12			(1	)		—			3
Other expense, net		(45	)		—			(48	)		(12	)
Income from continuing operations before income taxes and equity in net (loss)/income of affiliates		172			151			378			310
Income from continuing operations before income taxes and equity in net income of affiliates		150			163			237			206
Provision for income taxes		(4075	)		(5846	)		(~~104~~112	)		(9664	)
Equity in net (loss)/income of affiliates		—			(1	)		3			1
Equity in net income of affiliates		1			4			2			3
Income from continuing operations		~~132~~76			92121			~~277~~127			~~215~~145
Income from discontinued operations, net of tax		—			20307			~~319~~—			37319
Net income		~~132~~76			~~112~~428			~~596~~127			~~252~~464
Net (loss)/income attributable to noncontrolling interests		(3	)		1			(4	)		2
Net income/(loss) attributable to noncontrolling interests		2			—			(1	)		(1	)
Net income attributable to The Nielsen Company B.V.	$	~~135~~74		$	~~111~~428		$	~~600~~128		$	~~250~~465

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

The Nielsen Company B.V.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months EndedJune 30,						Six Months EndedJune 30,
(IN MILLIONS)	~~2013~~2014			~~2012~~2013			~~2013~~2014			~~2012~~2013
Net income	$	~~132~~76		$	~~112~~428		$	~~596~~127		$	~~252~~464
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments (1)		5140			64(107	)		~~(83~~33	)		66(134	)
Available for sale securities (2)		32			(13	)		94			(56	)
Changes in the fair value of cash flow hedges (3)		(21	)		—6			6(1	)		(18	)
Defined benefit pension plan adjustments (4)		3(1	)		216			232			420
Total other comprehensive income/(loss)		5540			65(82	)		~~(45~~38	)		64(100	)
Total comprehensive income		~~187~~116			~~177~~346			~~551~~165			~~316~~364
Less comprehensive (loss)/income attributable to noncontrolling interests		(1	)		1			(3	)		2
Less comprehensive income/(loss) attributable to noncontrolling interests		2			(3	)		(1	)		(2	)
Total comprehensive income attributable to The Nielsen Company B.V.	$	~~188~~114		$	~~176~~349		$	~~554~~166		$	~~314~~366

	(1)	Net of tax of $(2) million for the three months ended September 30, 2013 and 2012, respectively, and $7 million and $2 million for the nine months ended September 30, 2013 and 2012, respectively.
	(2)	Net of tax of $(2) million and zero for the three months ended September 30, 2013 and 2012, respectively, and $(6) million and zero for the nine months ended September 30, 2013 and 2012, respectively
	(3)	Net of tax of $1 million and zero for the three months ended September 30, 2013 and 2012, respectively and $(4) million and $1 million for the nine months ended September 30, 2013 and 2012, respectively.
	(4)	Net of tax of zero million and $(1) for the three months ended September 30, 2013 and 2012, respectively, and $(16) million and $(2) million for the nine months ended September 30, 2013 and 2012, respectively.

(1)	Net of tax of $(2) million for the three months ended June 30, 2014 and 2013, respectively, and $(1) million and $9 million for the six months ended June 30, 2014 and 2013, respectively

(2)	Net of tax of $(1) million and $(4) million for the three months ended June 30, 2014 and 2013, respectively, and $(3) million and $(4) million for the six months ended June 30, 2014 and 2013, respectively

(3)	Net of tax of zero and $(3) million for the three months ended June 30, 2014 and 2013, respectively, and zero and $(5) million for the six months ended June 30, 2014 and 2013, respectively

(4)	Net of tax of $1 million and $(6) million for the three months ended June 30, 2014 and 2013, respectively, and $1 million and $(16) million for the six months ended June 30, 2014 and 2013, respectively

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

The Nielsen Company B.V.

Condensed Consolidated Balance Sheets

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	~~September~~June 30, ~~2013~~ 2014(Unaudited)			December 31, ~~2012~~2013
Assets:
Current assets
Cash and cash equivalents	$	~~725~~289		$	~~287~~552
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $45 and $38 as of September 30, 2013 and December 31, 2012, respectively		1,138			1,110
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $42 and $39 as of June 30, 2014 and December 31, 2013, respectively		1,274			1,194
Prepaid expenses and other current assets		~~336~~411			~~278~~374
Total current assets		21,~~199~~974			12,~~675~~120
Non-current assets
Property, plant and equipment, net		~~555~~530			560
Goodwill		7,~~686~~841			7,~~352~~684
Other intangible assets, net		4,~~855~~765			4,~~555~~781
Deferred tax assets		~~166~~119			~~169~~115
Other non-current assets		~~242~~314			~~272~~256
Total assets	$	15,~~703~~543		$	1415,~~583~~516
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	~~996~~872		$	~~971~~1,020
Deferred revenues		~~324~~339			~~373~~306
Income tax liabilities		99145			5655
Current portion of long-term debt, capital lease obligations and short-term borrowings		~~388~~136			~~362~~148
Total current liabilities		1,~~807~~492			1,~~762~~529
Non-current liabilities
Long-term debt and capital lease obligations		6,~~521~~556			56,~~941~~492
Deferred tax liabilities		~~1,136~~859			~~1,006~~864
Other non-current liabilities		~~567~~794			~~616~~825
Total liabilities		109,~~031~~701			9,~~325~~710
Commitments and contingencies (Note 11)
Equity:
Stockholders’ equity
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding at September 30, 2013 and December 31, 2012		1			1
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding at June 30, 2014 and December 31, 2013		1			1
Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at September 30, 2013 and December 31, 2012		58			58
Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at June 30, 2014 and December 31, 2013		58			58
Additional paid-in capital		6,~~395~~314			6,~~533~~359
Accumulated deficit		(~~459~~274	)		(~~1,059~~313	)
Accumulated other comprehensive loss, net of income taxes		(~~369~~339	)		(~~323~~377	)
Total Nielsen stockholders’ equity		5,~~626~~760			5,~~210~~728
Noncontrolling interests		4682			4878
Total equity		5,~~672~~842			5,~~258~~806
Total liabilities and equity	$	15,~~703~~543		$	1415,~~583~~516

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

The Nielsen Company B.V.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	Six Months EndedJune 30,
(IN MILLIONS)	~~2013~~2014			~~2012~~2013
Operating Activities
Net income	$	~~596~~127		$	~~252~~464
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		3223			2321
Gain on sale of discontinued operations		~~(303~~—	)		—(303	)
Currency exchange rate differences on financial transactions and other losses		2981			734
Equity in net income of affiliates, net of dividends received		1(2	)		6(1	)
Depreciation and amortization		~~375~~286			~~388~~258
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(2348	)		13(65	)
Prepaid expenses and other current assets		(3748	)		(3132	)
Accounts payable and other current liabilities and deferred revenues		(~~127~~168	)		(~~268~~117	)
Other non-current liabilities		(4	)		(24	)
Interest payable		398			428
Income taxes		1244			297
Net cash provided by operating activities		~~590~~299			~~459~~270
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(~~1,202~~192	)		(~~136~~19	)
Proceeds from sale of subsidiaries and affiliates, net		~~934~~—			(1934	)
Additions to property, plant and equipment and other assets		(7954	)		(7255	)
Additions to intangible assets		(~~176~~117	)		(~~153~~115	)
Net cash used in investing activities		(523	)		(362	)
Other investing activities		(9	)		—
Net cash (used in)/provided by investing activities		(372	)		745
Financing Activities
Net borrowings under revolving credit facility		—25			65—
Proceeds from issuances of debt, net of issuance costs		23,~~505~~748			1,~~209~~890
Repayment of debt		(13,~~933~~748	)		(1,~~381~~911	)
Increase in other short-term borrowings		12—			102
Capital contributions (to)/from parent		(163	)		11
Capital contributions to parent		(154	)		(90	)
Activity under stock plans		(73	)		—(7	)
Other financing activities		(2441	)		(1110	)
Net cash provided by/(used in) financing activities		390			(97	)
Net cash used in financing activities		(173	)		(126	)
Effect of exchange-rate changes on cash and cash equivalents		(1917	)		4(22	)
Net increase in cash and cash equivalents		438			4
Net (decrease)/increase in cash and cash equivalents		(263	)		867
Cash and cash equivalents at beginning of period		~~287~~552			~~318~~287
Cash and cash equivalents at end of period	$	~~725~~289		$	~~322~~1,154
Supplemental Cash Flow Information
Cash paid for income taxes	$	(~~101~~68	)	$	(8866	)
Cash paid for interest, net of amounts capitalized	$	(~~196~~147	)	$	(~~259~~149	)

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

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements ~~(continued)~~

1. Background and Basis of Presentation

Background

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 and listen to (“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 more than 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~~N.V.”) (formerly Nielsen Holdings N.V.).

Basis of Presentation

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 U.S. (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s ~~Current~~Annual Report on Form 810-K ~~filed~~for ~~with~~ the ~~Securities~~year ~~and~~ended ~~Exchange~~December ~~Commission on August 12~~31, 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 Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to ~~September~~June 30, ~~2013~~2014 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.

Devaluation of Venezuelan Currency

Nielsen has operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela’s currency ~~was~~has been considered hyperinflationary assince of January 1, 2010 and ~~further~~, ~~in January 2010~~accordingly, ~~Venezuela’s currency was devalued and a new currency exchange rate system was announced. In 2010, Nielsen evaluated~~ the ~~new exchange rate system and concluded that the~~ local currency transactions ~~will~~has bebeen denominated in U.S. dollars ~~effective~~since ~~as of~~ January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.

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 pre-tax charge of $12 million during the first quarter of 2013 in foreign currency exchange transaction (losses~~)/gains~~, net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

2Based on changes to the Venezuelan currency exchange rate mechanisms, the Company changed the exchange rate used to remeasure our Venezuelan subsidiaries’ financial statements in U.S. ~~Summary~~dollars. As of ~~Recent~~March ~~Accounting~~31, ~~Pronouncements~~2014, Nielsen began using the exchange rate determined by periodic auctions for U.S. dollars conducted under Venezuela’s Complementary System of Foreign Currency Administration (“SICAD I”). As a result of a recent exchange agreement between the Central Bank of Venezuela and the Venezuelan government, the Company believes any future remittances for royalty and dividend payments that occur would be transacted at the SICAD I exchange rate based on current facts and circumstances. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represents a more realistic exchange rate at which to remeasure the U.S. dollar value of the assets, liabilities, and results of the Company’s Venezuelan subsidiary in the condensed consolidated financial statements. At June 30, 2014, the SICAD I exchange rate was 10.6 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar. As a result of this change, Nielsen recorded a pre-tax charge of $20 million during the six months ended June 30, 2014 in foreign currency exchange transaction losses, net in the condensed consolidated statement of operations, reflecting the write-down of monetary assets and liabilities.

~~Reclassification~~The ~~from~~Company ~~accumulated~~will ~~other~~continue ~~comprehensive~~to ~~income~~assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.

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 income. The Company has presented the significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification in Note 6 to these condensed consolidated financial statements. This amended guidance does not have any other impact on the Company’s condensed consolidated financial statements.

2. Summary of Recent Accounting Pronouncements

Foreign Currency Matters

In March 2013, the FASB issued an ~~accounting~~Accounting ~~update~~Standards Update (“ASU”), “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’s interim and annual reporting periods in 2014. The adoption of this ~~update~~ASU isdid not ~~expected to~~ have a significant impact on ~~the Company~~Nielsen’s condensed consolidated financial statements.

~~Income~~Discontinued ~~Taxes~~ Operations

In ~~July~~April ~~2013~~2014, the FASB issued an ~~accounting update~~ASU, “~~Income~~Reporting ~~Taxes:~~Discontinued ~~Presentation~~Operations and Disclosures of Disposals of Components of an ~~Unrecognized~~Entity”, ~~Tax~~that ~~Benefit~~raises ~~When~~the threshold for a ~~Net~~disposal ~~Operating~~to ~~Loss~~qualify ~~Carryforward,~~as a ~~Similar~~discontinued ~~Tax~~operation ~~Loss,~~and orrequires anew ~~Tax~~disclosures ~~Credit~~of ~~Carryforward~~both ~~Exists~~discontinued ”.operations ~~The~~and ~~update~~certain ~~provides~~other ~~guidance~~disposals onthat ~~the~~do ~~financial~~not ~~statement~~meet ~~presentation~~the definition of ana ~~unrecognized~~discontinued ~~tax~~operation. The ~~benefit,~~ASU asis ~~either~~aimed aat ~~reduction~~reducing the frequency of adisposals ~~deferred~~reported ~~tax~~as ~~asset~~discontinued operations by focusing on strategic shifts that have or aswill have a ~~liability,~~major ~~when~~effect aon ~~net~~an ~~operating~~entity’s ~~loss~~operations ~~carryforward,~~and ~~similar~~financial ~~tax~~reports. In ~~loss~~addition, orthe aguidance ~~tax~~permits ~~credit~~companies ~~carryforward~~to ~~exists.~~have ~~The~~continuing ~~update~~cash ~~will~~flows beand significant continuing involvement with the disposed component. The ASU is effective for interim and annual reporting periods beginning after December 15, ~~2013~~2014 and ~~may~~must be applied ~~on a retrospective basis~~prospectively. Early adoption is permitted. ~~The~~for ~~Company~~disposals ~~does~~(or classifications as held for sale) that have not ~~expect~~been ~~the~~reported in financial statements previously issued or available for issue. The adoption of this ~~update~~ASU is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”, as a new Topic (“ASC 606”). The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of the adoption of this ASU will have on its condensed consolidated financial statements.

3. Business Acquisitions

Arbitron Inc.

On September 30, 2013 ~~(the “Acquisition Date”)~~, Nielsen completed the acquisition of Arbitron Inc., an international media and marketing research firm (“Arbitron”), through the purchase of 100% of Arbitron’s outstanding common stock for a total cash purchase price of $1.3 billion (the “Acquisition”). Arbitron is expected to help Nielsen better address client needs in unmeasured areas of media consumption, including streaming audio and out-of-home and Nielsen’s global distribution footprint can help expand Arbitron’s capabilities outside of the U.S. With Arbitron’s assets, Nielsen intends to further expand its “Watch” segment’s audience measurement across screens and forms of listening. Arbitron has been rebranded Nielsen Audio.

AsThe aCompany ~~part~~incurred ofacquisition ~~the~~related ~~Acquisition,~~expenses ~~Nielsen~~of ~~acquired~~$12 ~~the~~million ~~remaining 49.5% interest in Scarborough Research, a joint venture between Nielsen~~ and ~~Arbitron~~$13 ~~(“Scarborough”)~~million ~~that Nielsen historically accounted~~ for ~~under~~ the ~~equity~~three ~~method~~and ofsix ~~accounting.~~months ~~Nielsen~~ended ~~accounted~~June ~~for~~30, ~~this~~2013, ~~transaction~~respectively, aswhich aprimarily ~~step-acquisition~~consisted ~~and calculated the fair value~~ of ~~its~~transaction ~~investment immediately before the acquisition to be $75 million. As a result~~fees, ~~during the third quarter of 2013~~legal, ~~Nielsen~~accounting ~~recorded~~and aother ~~$24~~professional ~~million~~services ~~gain~~that onare ~~its~~included ~~investment~~ in ~~Scarborough~~selling, togeneral ~~other~~and ~~income/(~~administrative expense), ~~net~~ in the condensed consolidated statement of operations. ~~Effective October 1, 2013, the financial results of Scarborough will be included within the consolidated financial statements of Nielsen.~~

The ~~Acquisition~~following ~~was~~unaudited ~~accounted~~pro ~~for~~forma ~~using~~information presents the ~~acquisition~~consolidated ~~method~~results of ~~accounting~~operations ~~which~~of ~~requires, among other things,~~ the ~~assets~~Company ~~acquired~~ and ~~the~~Arbitron ~~liabilities~~for ~~assumed~~the bethree ~~recognized~~and atsix ~~their~~months ~~fair~~ended ~~values~~June 30, 2013, as ofif the acquisition ~~date.~~had ~~Since~~occurred ~~the~~on ~~date~~January of1, ~~the~~2013, ~~acquisition~~with ~~occurred~~pro onforma ~~the~~adjustments ~~last~~to ~~day~~give ofeffect ~~the~~to ~~quarter,~~amortization ~~the results~~ of ~~Arbitron~~intangible ~~will~~assets, bean ~~included~~increase ~~within~~in ~~Company's~~interest ~~consolidated~~expense ~~financial~~from ~~statements~~acquisition ~~commencing October 1~~financing, ~~2013.~~and certain other adjustments:

The purchase price was preliminarily allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition using available information and certain assumptions management believed reasonable.

	Three Months Ended		Six Months Ended
(IN MILLIONS)	June 30, 2013		June 30, 2013
Revenues	$	1,505	$	2,937
Income from continuing operations	$	133	$	164

The ~~following~~unaudited ~~table~~pro ~~summarizes~~forma results do not reflect any synergies and are not necessarily indicative of the ~~preliminary~~results ~~purchase~~that ~~price~~the ~~allocation:~~ Company would have attained had the acquisition of Arbitron been completed as of the beginning of the reporting period. The Arbitron results of operations are fully reflected in Nielsen’s consolidated results of operations for the three and six months ended June 30, 2014.

(IN MILLIONS)

Fair value of business combination:
Cash paid for Arbitron common stock	$	1,296
Accrued payment for directors’ and employees’ equity awards pertaining to pre-merger service		42
Accrued dividend payment on Arbitron common stock		3
Fair value of previously held equity interest in Scarborough		75
Total	$	1,416
Identifiable assets acquired and liabilities assumed:
Cash	$	136
Other current assets		115
Property and equipment		32
Goodwill		931
Amortizable intangible assets		517
Other long term assets		3
Deferred revenue		(47	)
Other current liabilities		(53	)
Deferred tax liabilities		(200	)
Other long term liabilities		(18	)
Total	$	1,416

As of the Acquisition Date, the expected fair value of accounts receivable approximated historical cost. The gross contractual receivable was $64 million, of which $4 million was deemed uncollectible. The estimated fair values assigned to amortizable intangible assets, goodwill and uncertain tax positions are provisional and subject to adjustment primarily based upon additional information the Company is in process of obtaining.

The provisional allocation of the purchase price to goodwill and identified intangible assets was $931 million and $517 million, respectively. All of the Arbitron related goodwill and intangible assets are attributable to Nielsen’s Watch segment.

Intangible assets and their estimated useful lives consist of the following:

(IN MILLIONS)
Description	Amount		Useful Life
Customer –related intangibles	$	323		10 - 20 years
Computer software		150		5 – 10 years
Trade names and trademarks		33		5 years
Covenants-not-to-compete		11		1-2 years
Total	$	517

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents expected synergies and the going concern nature of Arbitron.

The Company incurred acquisition related expenses of $4 million and $18 million for the three and nine months ended September 30, 2013, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the condensed consolidated statement of operations.

The following unaudited pro forma information presents the consolidated results of operations of the Company and Arbitron for the three and nine months ended September 30, 2013 and 2012, as if the acquisition had occurred on January 1, 2012, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

	Three Months Ended September 30,				Nine Months Ended September 30,
(IN MILLIONS)	2013		2012		2013		2012
Revenues	$	1,510	$	1,464	$	4,447	$	4,302
Income from continuing operations	$	152	$	106	$	306	$	241

The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that the Company would have attained had the acquisition of Arbitron been completed as of the beginning of the reporting period.

Other Acquisitions

For the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, ~~excluding Arbitron,~~ Nielsen paid cash consideration of $42192 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, ~~2013~~2014, the impact on Nielsen’s consolidated results of operations would not have been material.

For the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013, Nielsen paid cash consideration of $~~136~~19 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, ~~2012~~2013, the impact on Nielsen’s consolidated results of operations would not have been material.

4. Discontinued Operations

In ~~June~~February ~~2013~~2014, ~~the~~Nielsen ~~Company~~ completed the ~~sale~~acquisition of ~~its~~Harris ~~Expositions~~Interactive, ~~business~~Inc., ~~which~~a ~~operates~~leading ~~one~~global ofmarket research firm, through the ~~largest~~purchase ~~portfolios~~of all outstanding shares of ~~business-to-business~~Harris ~~trade~~Interactive’s ~~shows~~common ~~and~~stock ~~conference~~for ~~events~~$2.04 inper ~~the~~share. ~~United~~In ~~States~~June 2014, ~~for~~the ~~total~~Company ~~cash~~completed ~~consideration~~the sale of ~~$950~~Harris ~~million~~Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and ~~recorded~~technology company in exchange for a ~~gain~~minority ofstake ~~$303~~in ~~million~~ITWP. The condensed consolidated statements of operations reflect the operating results of ~~this~~Harris ~~business~~Europe as a discontinued operation.

In June 2013, the Company completed the sale of 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, net of tax. 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. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

Summarized results of operations for discontinued operations are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended June 30,					Six Months Ended June 30,
(IN MILLIONS)	~~2013~~2014		~~2012~~2013			~~2013~~2014			~~2012~~2013
Revenue	$	—10	$	7243		$	~~103~~15		$	~~182~~103
Operating income		—		3711			35—			7435
Interest expense		—		(63	)		(8—	)		(188	)
Income from operations before income taxes		—		318			27—			5627
Provision for income taxes		—		(114	)		~~(11~~—	)		(2111	)
Income from operations		—		204			16—			3516
Net income attributable to noncontrolling interests		—		—			—			2
Gain on sale, net of tax		—		303			—			303
Gain on sale, net of tax		—		—			303			—
Income from discontinued operations	$	—	$	307		$	—		$	319
Income from discontinued operations	$	—	$	20		$	319		$	37

10 Nielsen allocated a portion of its consolidated interest expense to discontinued operations based upon the ratio of net assets sold as a proportion of consolidated net assets. For the three and six months ended June 30, 2014 and 2013, interest expense of zero and $3 million, respectively, and zero and $8 million, respectively, was allocated to discontinued operations.

Nielsen allocated a portion of its consolidated interest expense to discontinued operations based upon the ratio of net assets sold as a proportion of consolidated net assets. For the three and nine months ended September 30, 2013 and 2012, interest expense of zero and $8 million, respectively and $6 million and $18 million, respectively, was allocated to discontinued operations.

Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s condensed consolidated statements of cash flows:

	Nine Months Ended September 30,
	Six Months Ended June 30,
(IN MILLIONS)	~~2013~~2014		~~2012~~2013
Net cash provided by operating activities	$	36—	$	5236
Net cash provided by investing activities		—		—
Net cash provided by financing activities		—		—
	$	36—	$	5236

5. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014.

(IN MILLIONS)	Buy			Watch			~~Expositions~~Total			~~Total~~
Balance, December 31, 2012	$	3,126		$	3,661		$	565		$		7,352
Balance, December 31, 2013	$	3,005		$	4,679		$	7,684
Acquisitions, divestitures and other adjustments		16138			~~933~~(2	)		—136				~~949~~
Dispositions		—			—			(565	)			(565	)
Effect of foreign currency translation		22			(1	)		21
Effect of foreign currency translation		(53	)		3			—				(50	)
Balance, June 30, 2014	$	3,165		$	4,676		$	7,841
Balance, September 30, 2013	$	3,089		$	4,597		$	—		$	7,686

At ~~September~~ June 30, ~~2013~~2014, $~~108~~85 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets

(IN MILLIONS)	Gross Amounts				Accumulated Amortization
	September 30, 2013		December 31, 2012		September 30, 2013			December 31, 2012
	June 30,2014		December 31,2013		June 30,2014			December 31,2013
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—
Amortized intangibles:
Trade names and trademarks	$	~~161~~164	$	~~128~~156	$	(5261	)	$	(4653	)
Customer-related intangibles		2,~~940~~936		2,882		(~~865~~971	)		(~~886~~897	)
Covenants-not-to-compete		3536		36		(1625	)		(2519	)
Computer software		1,~~604~~784		1,~~316~~668		(~~904~~1,049	)		(~~804~~941	)
Patents and other		95102		9095		(6472	)		(5767	)
Total	$	45,~~835~~022	$	4,~~452~~837	$	(12,~~901~~178	)	$	(1,~~818~~977	)

Amortization expense associated with the above intangible assets was $74104 million and $7379 million for the three months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, respectively. These amounts included amortization expense associated with computer software of $3857 million and $3843 million for the three months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, respectively.

~~The~~Amortization ~~amortization~~ expense ~~for~~associated with the ~~nine~~above ~~months~~intangible ~~ended~~assets ~~September 30, 2013 and 2012~~ was $~~228~~ 201 million and $~~217~~154 million for the six months ended June 30, 2014 and 2013, respectively. These amounts included amortization expense associated with computer software of $~~120~~108 million and $~~111~~82 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, respectively.

6. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component

The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the ~~nine~~six months ended ~~September~~June 30, 2014 and 2013.

	Currency Translation Adjustments				Available- for-Sale Securities			Cash Flow Hedges				Post Employment Benefits				Total
		CurrencyTranslationAdjustments				Available-for-SaleSecurities			Cash Flow Hedges				Post EmploymentBenefits				Total
(IN MILLIONS)
Balance December 31, 2012	$	(13	)		$	—		$	(13	)		$	(297	)		$	(323	)
Balance December 31, 2013		$	(114	)		$	9		$	(5	)		$	(267	)		$	(377	)
Other comprehensive (loss)/income before reclassifications		(83	)			9			(2	)			12				(64	)
Other comprehensive income/(loss) before reclassifications			33				4			(6	)			(2	)			29
Amounts reclassified from accumulated other comprehensive (loss)/income		—				—			8				11				19
Amounts reclassified from accumulated other comprehensive loss			—				—			5				4				9
Net current period other comprehensive (loss)/income		(83	)			9			6				23				(45	)
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders			33				4			(1	)			2				38
Net current period other comprehensive loss attributable to noncontrolling interest		1				—			—				—				1
Balance June 30, 2014		$	(81	)		$	13		$	(6	)		$	(265	)		$	(339	)
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(84	)			9			6				23				(46	)
Balance September 30, 2013	$	(97	)		$	9		$	(7	)		$	(274	)		$	(369	)

~~The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three and nine months ended September 30, 2013.~~ 10

(IN MILLIONS)	Amount Reclassified from Accumulated Other Comprehensive Loss
	CurrencyTranslationAdjustments			Available-for-SaleSecurities		Cash Flow Hedges			Post EmploymentBenefits			Total
Details about Accumulated Other Comprehensive Income components	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013		Affected Line Item in the Condensed Consolidated Statement of Operations
(IN MILLIONS)
Cash flow hedges
Balance December 31, 2012	$	(13	)	$	—	$	(13	)	$	(297	)	$	(323	)
Interest rate contracts	$	4		$	12	Interest expense
Other comprehensive (loss)/income before reclassifications		(134	)		6		3			13			(112	)
		1			4	Provision for income taxes
Amounts reclassified from accumulated other comprehensive loss		—			—		5			7			12
	$	3		$	8	Total, net of tax
Net current period other comprehensive (loss)/income		(134	)		6		8			20			(100	)
Amortization of Post Employment Benefits
Net current period other comprehensive loss attributable to noncontrolling interest		(1	)		—		—			—			(1	)
Actuarial loss	$	5		$	14	(a)
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(133	)		6		8			20			(99	)
		1			3	Provision for income taxes
Balance June 30, 2013	$	(146	)	$	6	$	(5	)	$	(277	)	$	(422	)
	$	4		$	11	Total, net of tax
Total reclassification for the period	$	7		$	19	Net of tax

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended June 30, 2014 and 2013, respectively.

(IN MILLIONS)		Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Income components		Three Months Ended June 30, 2014	Three Months Ended June 30, 2013		Affected Line Item in the Condensed Consolidated Statement of Operations
Cash flow hedges
Interest rate contracts	$	4	$	4	Interest expense
		1		1	Provision for income taxes
	$	3	$	3	Total, net of tax
Amortization of Post Employment Benefits
Actuarial loss	$	3	$	5	(a)
		1		1	Provision for income taxes
	$	2	$	4	Total, net of tax
Total reclassification for the period	$	5	$	7	Net of tax

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

12 11

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the six months ended June 30, 2014 and 2013, respectively.

(IN MILLIONS)	Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Income components	Six Months Ended June 30, 2014		Six Months Ended June 30, 2013		Affected Line Item in the Condensed Consolidated Statement of Operations
Cash flow hedges
Interest rate contracts	$	8	$	8	Interest expense
		3		3	Provision for income taxes
	$	5	$	5	Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	6	$	9	(a)
		2		2	Provision for income taxes
	$	4	$	7	Total, net of tax
Total reclassification for the period	$	9	$	12	Net of tax

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

7. Restructuring Activities

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

(IN MILLIONS)	~~Total Initiatives~~TotalInitiatives
Balance at December 31, 2012	$	64
Balance at December 31, 2013	$	99
Charges		6337
Payments		(5967	)
Effect of foreign currency translation and reclassification adjustments		(4	)
Balance at June 30, 2014	$	69
Balance at September 30, 2013	$	64

Nielsen recorded $2013 million and $48 million in restructuring charges, ~~primarily relating to severance cost,~~ for the three months ended ~~September 30,~~June ~~2013 and 2012, respectively. Nielsen recorded $63 million and $57 million in restructuring charges for the nine months ended September~~ 30, ~~2013~~2014 and ~~2012~~2013, respectively, primarily relating to severance ~~and contract termination~~ costs.

OfNielsen ~~the~~recorded $6437 million inand ~~remaining~~$43 ~~liabilities~~million ~~for~~in restructuring ~~actions,~~charges ~~$53~~for ~~million~~the issix ~~expected~~months toended beJune ~~paid~~30, ~~within~~2014 ~~one year~~ and is2013, ~~classified~~respectively, asprimarily arelating ~~current~~to ~~liability~~severance ~~within~~and ~~the~~contract ~~condensed~~termination ~~consolidated balance sheet as of September 30, 2013~~costs.

Of the $69 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 June 30, 2014.

8. Fair Value Measurements

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.

There 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.

Level 3:		Pricing inputs that are generally unobservable and may not be corroborated by market data.

Financial Assets and Liabilities Measured on a Recurring Basis

The Company’s financial assets and liabilities are measured and 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 the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

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 June 13 30, 2014 and December 31, 2013:

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 September 30, 2013 and December 31, 2012:

	June 30,
(IN MILLIONS)	2014		Level 1		Level 2		Level 3
Assets:
Investments in equity securities ⁽¹⁾	$	35	$	35	—		—
Plan assets for deferred compensation ⁽²⁾		26		26	—		—
Investment in mutual funds ⁽³⁾		2		2	—		—
Total	$	63	$	63	$	2	—
Liabilities:
Interest rate swap arrangements ⁽⁴⁾	$	11	—		$	11	—
Deferred compensation liabilities ⁽⁵⁾		26		26	—		—
Total	$	37	$	26	$	11	—

(IN MILLIONS)	September 30, 2013		Level 1		Level 2		Level 3
	December 31,
Assets:
	2013		Level 1		Level 2		Level 3
Investments in equity securities(1)	$	28	$	28	$	—	$	—
Assets:
Plan assets for deferred compensation(2)		23		23		—		—
Investments in equity securities (1)	$	28	$	28	—		—
Investment in mutual funds(3)		2		2		—		—
Plan assets for deferred compensation (2)		25		25	—		—
Total	$	54	$	54	$	—	$	—
Investment in mutual funds (3)		2		2	—		—
Liabilities:
Total	$	55	$	55	—		—
Interest rate swap arrangements(4)	$	13	$	—	$	13	$	—
Liabilities:
Deferred compensation liabilities(5)		23		23		—		—
Interest rate swap arrangements (4)	$	10	—		$	10	—
Total	$	36	$	23	$	13	$	—
Deferred compensation liabilities (5)		25		25	—		—
Total	$	35	$	25	$	10	—

	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	$	—

(1)

Investments in equity securities are carried at fair value, which is based on the quoted market price at period end in an active market. These investments are classified as available-for-sale with any unrealized gains or losses resulting from changes in fair value recorded, net of tax, as a component of accumulated other comprehensive income/(loss) until realized.

(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.

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

(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.

(5)

The Company offers certain employees the opportunity to 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 fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive 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.

Derivative Financial Instruments

Nielsen uses interest rate swap derivative instruments principally to manage the risk that changes in interest rates will affect the cash flows of its underlying debt obligations.

To qualify 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).

14 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 exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen 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 to derivative financial 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 the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 9— - Long-term Debt and Other Financing Arrangements for more information). 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 ~~September~~ June 30, ~~2013~~2014, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.

Interest Rate Risk

Nielsen is exposed to cash flow interest rate risk on 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 gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction.

As of ~~September~~June 30, ~~2013~~2014 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:

	Notional Amount		Maturity Date		Currency	~~Currency~~
Interest rate swaps designated as hedging instruments
US Dollar term loan floating-to-fixed rate swaps	$	1250,000,000~~,000~~	November 2014	~~November 2013~~	US Dollar		~~US Dollar~~
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	September 2015	~~November 2014~~	US Dollar		~~US Dollar~~
US Dollar term loan floating-to-fixed rate swaps	$	~~250~~125,000,000	November 2015	~~September 2015~~	US Dollar		~~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
Euro term loan floating-to-fixed rate swaps	€	125,000,000		November 2015			Euro
US Dollar term loan floating-to-fixed rate swaps	$	1,575,000,000	May 2016		US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	~~575~~500,000,000	November 2016	~~May 2016~~	US Dollar		~~US Dollar~~
US Dollar term loan floating-to-fixed rate swaps	$	500,000,000		November 2016			US Dollar

Nielsen expects to recognize approximately $1213 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

The fair values of the Company’s derivative instruments as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 were as follows:

	September 30, 2013				December 31, 2012
	June 30, 2014				December 31, 2013
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
	Accounts Payable				Accounts Payable
Interest rate swaps	$	1	$	12	$	6	$	16
Derivatives Designated as Hedging Instruments	and Other Current		Other Non-Current		and Other Current		Other Non-Current
(IN MILLIONS)	Liabilities		Liabilities		Liabilities		Liabilities
Interest rate swaps	$	1	$	10	$	2	$	8

Derivatives in Cash Flow Hedging Relationships

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 was as follows:

Derivatives in Cash Flow Hedging Relationships (IN MILLIONS)	Amount of Loss Recognized in OCI (Effective Portion) Three Months Ended September 30,					Location of Loss Reclassified from OCI into Income (Effective Portion)		Amount of Loss Reclassified from OCI into Income (Effective Portion) Three Months Ended September 30,
							Amount of Loss
	2013		2012					2013			2012
	Amount of Loss/(Gain)						Reclassified from AOCI
Interest rate swaps	$	7	$	6		Interest expense		$	4		$	6
	Recognized in OCI					Location of Loss	into Income
	(Effective Portion)					Reclassified from AOCI	(Effective Portion)
Derivatives in Cash Flow	Three Months Ended					into Income (Effective	Three Months Ended
Hedging Relationships	June 30,					Portion)	June 30,
(IN MILLIONS)	2014		2013				2014			2013
Interest rate swaps	$	5	$	(5	)	Interest expense	$	4		$	4

The pre-tax effect of derivative instruments in cash flow hedging relationships for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 was as follows:

Derivatives in Cash Flow Hedging Relationships (IN MILLIONS)	Amount of Loss Recognized in OCI (Effective Portion) Nine Months Ended September 30,					Location of Loss Reclassified from OCI into Income (Effective Portion)		Amount of Loss Reclassified from OCI into Income (Effective Portion) Nine Months Ended September 30,
							Amount of Loss
	2013		2012					2013			2012
	Amount of Loss/(Gain)						Reclassified from AOCI
Interest rate swaps	$	2	$	21		Interest expense		$	12		$	19
	Recognized in OCI					Location of Loss	into Income
	(Effective Portion)					Reclassified from AOCI	(Effective Portion)
Derivatives in Cash Flow	Six Months Ended					into Income (Effective	Six Months Ended
Hedging Relationships	June 30,					Portion)	June 30,
(IN MILLIONS)	2014		2013				2014			2013
Interest rate swaps	$	9	$	(5	)	Interest expense	$	8		$	8

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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.

The Company did not measure any material non-financial assets or liabilities at fair value during the ~~three~~six ~~or nine~~ months ended ~~September~~ June 30, ~~2013~~2014.

16 15

9. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of ~~September~~June 30, ~~2013~~2014.

	September 30, 2013							December 31, 2012
	June 30, 2014							December 31, 2013
(IN MILLIONS)	Weighted Interest Rate			Carrying Amount		Fair Value		Weighted Interest Rate			Carrying Amount		Fair Value
	Weighted							Weighted
$1,610 million Senior secured term loan due 2013				$	—		—				$	218	$	218
	Interest			Carrying		Fair		Interest			Carrying		Fair
$2,386 million Senior secured term loan due 2016					—		—					2,315		2,324
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.93%) due 2016					2,513		2,513					—		—
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.90%) due 2016					—		—					2,507		2,512
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.18%) due 2017					1,131		1,130					1,176		1,173
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.15%) due 2017					—		—					1,115		1,113
€227 million Senior secured term loan due 2013					—		—					34		34
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.15% ) due 2019					1,580		1,581					—		—
€273 million Senior secured term loan due 2016					—		—					347		347
$500 million Senior secured term loan (LIBOR based variable rate of 2.40% ) due 2017					500		500					—		—
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.09%) due 2016					389		390					—		—
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.15% ) due 2021					1,100		1,106					—		—
$635 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2016					—		—					—		—
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.15%) due 2016					—		—					394		395
Total senior secured credit facilities (with weighted-average interest rate)		2.89	%		4,033		4,033		3.46	%		4,090		4,096
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.21%) due 2021					392		393					—		—
$215 million 11.625% senior debenture loan due 2014					213		220					209		232
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019					25		24				—		—
$1,080 million 7.75% senior debenture loan due 2018					1,083		1,174					1,084		1,211
Total senior secured credit facilities (with weighted-average interest rate)		2.70	%		3,597		3,604		2.89	%		4,016		4,020
$800 million 4.50% senior debenture loan due 2020					800		767					800		794
$1,080 million 7.75% senior debenture loan due 2018					802		848					1,083		1,172
$625 million 5.50% senior debenture loan due 2021					625		626					—		—
$750 million 5.00% senior debenture loan due 2022					750		757					—		—
Total debenture loans (with weighted-average interest rate)		7.23	%		2,721		2,787		7.60	%		2,093		2,237
$800 million 4.50% senior debenture loan due 2020					800		807					800		779
Other loans					4		4					1		1
$625 million 5.50% senior debenture loan due 2021					625		647					625		636
Total long-term debt		4.64	%		6,758		6,824		4.86	%		6,184		6,334
Total debenture loans (with weighted-average interest rate)		6.05	%		2,977		3,059		6.51	%		2,508		2,587
Capital lease and other financing obligations					107							107
Other loans					4		4					5		5
Short-term debt					27							7
Total long-term debt	4.22		%		6,578		6,667		4.28	%		6,529		6,612
Bank overdrafts					17							5
Capital lease and other financing obligations					114							111
Total debt and other financing arrangements					6,~~909~~692							6,~~303~~640
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					~~388~~136							~~362~~148
Non-current portion of long-term debt and capital lease and other financing obligations				$	6,~~521~~556						$	56,~~941~~492

The fair value of 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 considered Level 1 or Level 2 in nature, respectively.

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

(IN MILLIONS)
For October 1, 2013 to December 31, 2013	$	23
For July 1, 2014 to December 31, 2014	$	74
2014		354
2015		103
2015		151
2016		119
2016		2,989
2017		641
2017		733
2018		1,014
2018		1,083
2019	1,042
Thereafter		13,~~425~~585
	$	6,~~758~~578

In September 2013, the Company issued $625 million aggregate principal amount of 5.50% Senior Notes due 2021 at par, receiving cash proceeds of approximately $616 million, net of fees and expenses. Concurrent with this issuance the Company called for redemption of all of its 11.625% Senior Notes due 2014 effective October 23, 2013, at a redemption price equal to 100% of the principal amount of such 2014 notes redeemed plus accrued and unpaid interest to the redemption date and an “applicable premium” as described in the indenture related to the 2014 notes. The redemption of the 11.625 Senior Note due 2014 will result in a pre-tax charge of $8 million in the fourth quarter of 2013. 16

~~Amendment~~In April 2014, Nielsen completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par. In April 2014, the Company entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit ~~Facility~~Agreement in the form of the Fourth Amended and Restated Credit Agreement which provides for three new classes of term loans, Class A Term Loans, Class B-1 Term Loans and Class B-2 Term Loans, in a combined principal amount of $3,180 million and €286 million, the proceeds of which, when combined with the net proceeds from the $750 million 5.0% Senior Notes, were used to repay and replace the Company’s existing Class D Term Loans maturing in February 2017 and the Class E Term Loans maturing in May 2016. Concurrent with the refinancing of the term loans, the existing $635 million revolving credit facility with a final maturity in April 2016 was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. Finally, in May 2014, the Company completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $45 million during the second quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancings.

InThe ~~February~~Class ~~2013~~A Term Loans were issued with an aggregate principal balance of $1,580 ~~the~~million, ~~Second~~maturing ~~Amended~~in ~~and~~full ~~Restated~~in ~~Senior~~April ~~Secured~~2019. ~~Credit~~The ~~Agreement~~Class ~~was~~A ~~amended~~Term ~~and~~Loans ~~restated~~shall be required to ~~provide~~be ~~for~~repaid ain ~~new~~an ~~class~~amount equal to 5% of ~~term~~the ~~loans~~original (principal amount in the ~~“Class~~first Eyear ~~Term~~after ~~Loans”)~~the closing date, 5% in anthe ~~aggregate~~second ~~principal~~year, ~~amount~~7.5% ofin $2the third year,~~532~~ ~~million~~10% ~~and~~in ~~€289 million~~the fourth year, and 72.5% in the ~~proceeds~~fifth ofyear ~~which~~(with ~~were~~payments ~~used~~in toeach ~~repay~~year orbeing ~~replace~~made in ~~full~~equal aquarterly ~~like~~installments ~~amount~~other than the fifth year, in which payments shall be equal to 3.75% of ~~our~~the ~~existing~~original ~~Class A~~principal ~~Term~~amount ~~Loans~~in ~~maturing~~each ~~August 9,~~of ~~2013~~the first three quarters, ~~Class~~with Bthe ~~Term~~balance ~~Loans~~repayable ~~maturing~~on ~~May 1,~~the ~~2016~~maturity ~~and~~date). Class CA Term Loans ~~maturing~~bear ~~May 1~~interest equal to, ~~2016.~~at Asour election, a ~~result~~base ofrate ~~this~~or ~~transaction~~eurocurrency rate, ~~the~~in ~~Company~~each ~~recorded~~case aplus ~~charge~~an ofapplicable ~~$12 million~~margin ~~primarily~~which ~~related~~ranges from 0.50% to 1.25% (in the ~~write-off~~case of ~~previously~~base ~~capitalized~~rate ~~deferred~~loans) ~~financing~~or ~~fees~~1.50% ~~associated~~to ~~with~~2.25% (in the ~~Class A,~~case Bof ~~and~~eurocurrency Crate ~~term~~ loans). The tospecific ~~other~~applicable ~~expense,~~margin ~~net~~is indetermined by the ~~condensed~~Company’s ~~consolidated~~total ~~statement~~leverage ofratio ~~operations.~~(as defined in the credit agreement).

The Class EB-1 Term Loans ~~will~~were ~~mature~~issued with an aggregate principal balance of $500 million, maturing in full onin May 1, ~~2016~~2017 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 EB-1 Term Loans, with the balance payable onin May 1, ~~2016~~2017. Class EB-1 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 1.7525% (in the case of base rate loans) orand 2.7525% (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 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.

The Class B-2 Term Loans were issued with an aggregate principal balance of $1,100 million and €286 million, maturing in full in April 2021 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 B-2 Term Loans, with the balance payable in April 2021. Class B-2 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 2.00% (in the case of base rate loans) and 3.00% (in the case of eurocurrency rate loans). Class B-2 Term Loan denominated in Euros bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%.

The Fourth Amended and Restated Senior Secured Credit Agreement contains substantially the same affirmative covenants as the Third Amended and Restated Senior Secured Credit Agreement. However, certain negative covenants, including the limitation on the ability of Nielsen and certain of its subsidiaries to make investments and restricted payments and incur debt and liens have been amended, and the financial covenant requiring compliance with certain total leverage ratios has been revised and the covenant in respect of interest coverage ratios has been eliminated.

Subsequent Event

In July 2014, Nielsen completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022. In addition, in July 2014, the Company redeemed the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company expects to record a pre-tax charge of approximately $51 million during the third quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.

10. Income Taxes

The effective tax rates for the three months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013 were 2350% and 3828%, respectively. The tax rate for the three months ended ~~September~~ June 30, ~~2013~~2014 was ~~lower~~higher than the statutory rate as a result of ~~the~~profit ~~favorable~~mix ~~impact~~within ofvarious ~~return~~countries toand ~~provision adjustments as well as the favorable impact of certain financing activities~~jurisdictions. The tax rate for the three months ended ~~September~~June 30, ~~2012~~2013 was higher than the statutory rate as ~~the~~a ~~favorable~~result ~~impact~~ of ~~certain financing activities was more than offset by~~ the tax ~~rate~~impact ~~and~~of ~~other differences in other jurisdictions where~~ the ~~Company~~accrual ~~files~~for ~~tax returns.~~

The effective tax rates for the nine months ended September 30, 2013 and 2012 were 27% and 31%, respectively. The tax rate for the nine months ended September 30, 2013 was higher than the statutory rate as a result of the tax impact of Venezuela currency revaluation and accrual for future audit settlements offset by return to provision adjustments as well as the favorable impact of certain financing activities and release of tax contingencies. The tax rate for the nine months ended September 30, 2012 was higher than the statutory rate as the favorable impact of certain financing activities was more than offset by the tax rate and other differences in other jurisdictions where the Company files tax returns. 17

~~Liabilities~~future ~~for~~audit ~~unrecognized~~settlements ~~income~~partially ~~tax~~offset ~~benefits~~by ~~totaled~~the ~~$232~~favorable ~~million~~impact ~~and $236 million as~~ of ~~September 30, 2013 and December 31,~~ 2012, ~~respectively.~~return ~~The~~to ~~net~~provision ~~liabilities~~adjustments ~~for~~as ~~unrecognized~~well ~~tax benefits not reduced by net operating losses, tax credits and other deferred tax assets totaled $90 million and $94 million~~ as ~~of September 30, 2013 and December 31, 2012, respectively. If~~ the ~~Company’s~~favorable ~~tax~~impact ~~positions are favorably sustained by the taxing authorities, the reversal~~ of ~~the~~certain ~~underlying~~financing ~~liabilities would reduce the Company’s effective tax rate in future periods~~activities.

18 The effective tax rates for the six months ended June 30, 2014 and 2013 were 47% and 31%, respectively. The tax rate for the six months ended June 30, 2014 was higher than the statutory rate as a result of profit mix within various countries and jurisdictions. The tax rate for the six months ended June 30, 2013 was higher than the statutory rate as a result of the Venezuela currency revaluation and accrual for future audit settlements partially 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 ~~Company~~estimated ~~files~~liabilities ~~numerous~~for ~~consolidated~~unrecognized ~~and separate~~ income tax ~~returns~~benefits inas ~~the~~of ~~U.S.~~December ~~federal~~31, ~~jurisdictions~~2014 ~~and~~is in$489 ~~many~~million ~~state~~ and ~~foreign~~was ~~jurisdictions. With~~$457 ~~few~~million ~~exceptions,~~as ~~the~~of ~~Company~~December 31, ~~is no longer subject to U~~2013.S. ~~federal~~If ~~income~~the Company’s tax ~~examinations~~positions ~~for~~are ~~2006~~favorably ~~and~~sustained ~~prior~~by ~~periods. In addition,~~ the ~~Company~~taxing ~~has subsidiaries in various states~~authorities, ~~provinces~~the ~~and~~reversal ~~countries~~of ~~that~~the ~~are~~underlying ~~currently~~liabilities ~~under~~would ~~audit~~reduce ~~for~~the ~~years~~Company’s ~~ranging~~effective ~~from~~tax ~~2010~~rate ~~through~~in ~~2011.~~future periods.

The ~~Canadian~~Company ~~Tax~~files ~~Authorities~~numerous ~~recently~~consolidated ~~completed~~and ~~the~~separate income tax ~~examination~~returns ~~for~~in ~~tax~~the ~~year~~U.S. ~~2007~~ and, itin ismany ~~anticipated~~state ~~that~~and ~~the~~foreign ~~examination~~jurisdictions. With ~~for~~few ~~tax~~exceptions ~~years~~the ~~2008,~~Company ~~2009~~is ~~and~~no ~~2010~~longer ~~will~~subject beto ~~concluded~~U.S. ~~within~~Federal ~~the~~income ~~next~~tax ~~twelve~~examination tofor ~~eighteen~~2006 ~~months.~~and Toprior ~~date~~periods. In addition, the Company ishas ~~not~~subsidiaries ~~aware~~in ofvarious ~~any~~states, ~~material~~provinces ~~adjustments~~and ~~not~~countries ~~already~~that ~~accrued~~are ~~related~~currently tounder ~~any~~audit offor ~~the~~years ~~current~~ranging ~~Federal,~~from ~~state~~2004 orthrough ~~foreign audits under examination~~2013.

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.

11. Commitments and Contingencies

Legal Proceedings and Contingencies

Sunbeam Television Corp. (“Sunbeam”) filed a lawsuit in Federal District Court in Miami, Florida in April 2009. The lawsuit alleged that Nielsen violated Federal and Florida state antitrust laws and Florida’s unfair trade practices laws by attempting to maintain a monopoly and abuse the Company’s 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 Nielsen 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 the Company. 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 was denied on May 13, 2012.

Nielsen 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.

Other Contractual Arrangements

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 term of the MSA has been extended for an additional three years, so as to expire on December 31, 2020, with a one-year 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 million in services per year (the “Annual Commitment”). TCS’ charges under the separate Global Infrastructure Services Agreement between the parties will be credited against the Minimum Commitment and the Annual Commitment. TCS will continue to globally provide the 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 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.

Cyprus Agreement

On March 25, 2013, 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:

(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

(2) The recapitalization of 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.

As 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 Company does not expect this agreement to significantly impact future operating results

12. Segments

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

Corporate 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.

Business Segment Information

(IN MILLIONS)	Buy		Watch		~~Expositions~~Corporate			~~Corporate~~Total			~~Total~~
Three Months Ended September 30, 2013
Three Months Ended June 30, 2014
Revenues	$	~~871~~900	$	~~516~~694	$—	—		$	—1,594		$	~~1,387~~
Depreciation and amortization	$	5157	$	6487	$	—1		$	2145		$	~~117~~
Restructuring charges	$	104	$	7	$	—2		$	313		$	20
Stock-based compensation	$	3	$	3	$	—		$	5		$	11
Stock-based compensation expense	$	3	$	2	$	7		$	12
Operating income/(loss)	$	~~110~~103	$	~~160~~203	$	—(28	)	$	~~(26~~278	)	$	~~244~~
Total assets as of September 30, 2013	$	6,808	$	8,419	$	—		$	476		$	15,703
Total assets as of June 30, 2014	$	7,033	$	8,251	$	259		$	15,543
(IN MILLIONS)	Buy		Watch		Expositions			Corporate			Total
Three Months Ended September 30, 2012
Revenues	$	852	$	499	$	—		$	—		$	1,351
Depreciation and amortization	$	52	$	68	$	—		$	4		$	124
Restructuring charges	$	2	$	2	$	—		$	—		$	4
Stock-based compensation	$	3	$	2	$	—		$	5		$	10
Operating income/(loss)	$	118	$	141	$	—		$	(14	)	$	245
Total assets as of December 31, 2012	$	6,885	$	6,706	$	758		$	234		$	14,583

20 18

(IN MILLIONS)	~~Buy~~		~~Watch~~		~~Corporate~~			~~Total~~
Nine Months Ended September 30, 2013
Three Months Ended June 30, 2013
Revenues	$	~~2,563~~844	$	~~1,529~~542	$—	—		$	41,~~092~~386
Depreciation and amortization	$	~~156~~52	$	~~202~~72	$	62		$	~~364~~126
Restructuring charges	$	286	$	184	$	17(2	)	$	638
Stock-based compensation	$	10	$	7	$	15		$	32
Stock-based compensation expense	$	4	$	2	$	5		$	11
Operating income/(loss)	$	~~270~~105	$	~~439~~159	$	(8324	)	$	~~626~~240
(IN MILLIONS)	Buy		Watch		Corporate			Total
Total assets as of December 31, 2013	$	6,768	$	8,326	$	422		$	15,516
Nine Months Ended September 30, 2012
Revenues	$	2,500	$	1,466	$	—		$	3,966
Depreciation and amortization	$	154	$	204	$	9		$	367
Restructuring charges	$	41	$	14	$	2		$	57
Stock-based compensation	$	7	$	5	$	11		$	23
Operating income/(loss)	$	263	$	389	$	(52	)	$	600

(IN MILLIONS)	Buy		Watch		Corporate			Total
Six Months Ended June 30, 2014
Revenues	$	1,737	$	1,346	—			$	3,083
Depreciation and amortization	$	111	$	173	$	2		$	286
Restructuring charges	$	22	$	10	$	5		$	37
Stock-based compensation expense	$	9	$	6	$	8		$	23
Operating income/(loss)	$	143	$	376	$	(48	)	$	471

(IN MILLIONS)
Six Months Ended June 30, 2013
Revenues	$	1,655	$	1,050	—			$	2,705
Depreciation and amortization	$	100	$	143	$	4		$	247
Restructuring charges	$	17	$	12	$	14		$	43
Stock-based compensation expense	$	7	$	4	$	10		$	21
Operating income/(loss)	$	161	$	278	$	(57	)	$	382

13. Guarantor Financial Information

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 ~~September~~ June 30, ~~2013~~2014 and December 31, ~~2012~~2013, condensed consolidating statements of operations for three and ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013 and condensed consolidating statement cash flows for the six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013. The Senior Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and subject to certain exceptions, 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 provide a guarantee under the senior secured credit facilities. The issuers are Nielsen Finance LLC and Nielsen Finance Co., both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors and The Nielsen Company (Luxembourg) S ar l., a wholly owned subsidiary of Nielsen Holding and Finance B.V. The historical financial information has been updated to reflect The Nielsen Company (Luxembourg) S ar l. as an issuer.

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.

21 19

The Nielsen Company B.V.

Condensed Consolidating Statement of Comprehensive Income (Unaudited)

For the three months ended ~~September~~June 30, ~~2013~~2014

(IN MILLIONS)	Parent		Issuers			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—	$	—		$	~~675~~851		$	~~712~~743		$	—		$	1,~~387~~594
Cost of revenues, exclusive of depreciation and amortization shown separately below		—		—			~~251~~329			~~322~~348			—			~~573~~677
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—		—			~~212~~239			~~221~~242			—			~~433~~481
Depreciation and amortization		—		—			89115			2830			—			~~117~~145
Restructuring charges		—		—			12			81			—			2013
Operating income		—		—			~~111~~156			~~133~~122			—			~~244~~278
Interest income		—		~~170~~213			2411			43			(~~197~~226	)		1
Interest expense		—		(74	)		(~~189~~217	)		(1213	)		~~197~~226			(78	)
Foreign currency exchange transaction income/(expense), net		—		—			2			(9	)		—			(7	)
Foreign currency exchange transaction losses, net		—		—			(1	)		(5	)		—			(6	)
Other income/(expense), net		—		—			34			(22	)		—			12
Other expense/(income), net		—		(45	)		158			(158	)		—			(45	)
Income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—		96			(18	)		94			—			172
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—		94			107			(51	)		—			150
Provision for income taxes		—		(15	)		30			(55	)		—			(40	)
Benefit/(provision) for income taxes		2		(10	)		(70	)		3			—			(75	)
Equity in net income of subsidiaries		135		56			123			—			(314	)		—
Equity in net income/(loss) of subsidiaries		71		(6	)		34			—			(99	)		—
Equity in net income of affiliates		—		—			(1—	)		1			—			—1
Income from continuing operations		135		137			134			40			(314	)		132
Net income/(loss)		73		78			71			(47	)		(99	)		76
Income/(loss) from discontinued operations, net of tax		—		—			1			(1	)		—			—
Less net income attributable to noncontrolling interests		—		—			—			2			—			2
Net income		135		137			135			39			(314	)		132
Net income/(loss) attributable to controlling interest		73		78			71			(49	)		(99	)		74
Less net loss attributable to noncontrolling interests		—		—			—			(3	)		—			(3	)
Total other comprehensive income		40		37			40			21			(98	)		40
Net income attributable to controlling interest		135		137			135			42			(314	)		135
Total comprehensive income/(loss)		113		115			111			(26	)		(197	)		116
Total other comprehensive income		53		61			53			110			(222	)		55
Comprehensive income attributable to noncontrolling interests		—		—			—			2			—			2
Total other comprehensive income attributable to noncontrolling interest		—		—			—			2			—			2
Total comprehensive income/(loss) attributable to controlling interest	$	113		115			111			(28	)		(197	)		114
Total other comprehensive income attributable to controlling interest		53		61			53			108			(222	)		53
Total comprehensive loss		188		198			188			149			(536	)		187
Comprehensive loss attributable to noncontrolling interests		—		—			—			(1	)		—			(1	)
Total comprehensive income attributable to controlling interest	$	188	$	198		$	188		$	150		$	(536	)	$	188

The Nielsen Company B.V.

Condensed Consolidating Statement of Comprehensive Income (Unaudited)

For the three months ended June 30, 2013

(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		—			—			206			226			—			432
Depreciation and amortization		—			—			93			33			—			126
Restructuring charges		—			—			—			8			—			8
Operating income		—			—			132			108			—			240
Interest income		—			182			11			5			(198	)		—
Interest expense		—			(73	)		(185	)		(13	)		198			(73	)
Foreign currency exchange transaction losses, 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		—			109			3			51			—			163
Provision for income taxes		—			(28	)		(13	)		(5	)		—			(46	)
Equity in net income of subsidiaries		428			348			127			—			(903	)		—
Equity in net income of affiliates		—			—			3			1			—			4
Net income from continuing operations		428			429			120			47			(903	)		121
Discontinued operations, net of tax		—			—			308			(1	)		—			307
Net income attributable to controlling interest		428			429			428			46			(903	)		428
Total other comprehensive loss		(79	)		(86	)		(82	)		(74	)		239			(82	)
Total other comprehensive loss attributable to noncontrolling interest		—			—			—			(3	)		—			(3	)
Total other comprehensive loss		(79	)		(86	)		(82	)		(71	)		239			(79	)
Total comprehensive income/(loss)		349			343			346			(28	)		(664	)		346
Comprehensive loss attributable to noncontrolling interests		—			—			—			(3	)		—			(3	)
Total comprehensive income/(loss) attributable to controlling interest	$	349		$	343		$	346		$	(25	)	$	(664	)	$	349

The Nielsen Company B.V.

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the six months ended June 30, 2014

(IN MILLIONS)	Parent		Issuer			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—	$	—		$	1,654		$	1,429		$	—		$	3,083
Cost of revenues, exclusive of depreciation and amortization shown separately below		—		—			636			683			—			1,319
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—		—			487			483			—			970
Depreciation and amortization		—		—			225			61			—			286
Restructuring charges		—		—			24			13			—			37
Operating income		—		—			282			189			—			471
Interest income		—		421			23			5			(447	)		2
Interest expense		—		(147	)		(430	)		(25	)		447			(155	)
Foreign currency exchange transaction losses, net		—		—			—			(33	)		—			(33	)
Other (expense)/income, net		—		(45	)		148			(151	)		—			(48	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—		229			23			(15	)		—			237
Provision for income taxes		—		(57	)		(47	)		(8	)		—			(112	)
Equity in net income/(loss) of subsidiaries		127		(40	)		152			—			(239	)		—
Equity in net (loss)/income of affiliates		—		—			(1	)		3			—			2
Net income/(loss)		127		132			127			(20	)		(239	)		127
Less net loss attributable to noncontrolling interests		—		—			—			(1	)		—			(1	)
Net income/(loss) attributable to controlling interest		127		132			127			(19	)		(239	)		128
Total other comprehensive income		38		22			37			26			(85	)		38
Total comprehensive income		165		154			164			6			(324	)		165
Comprehensive loss attributable to noncontrolling interests		—		—			—			(1	)		—			(1	)
Total comprehensive income attributable to controlling interests	$	165		154			164			7			(324	)		166

The Nielsen Company B.V.

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the ~~three~~six months ended ~~September~~ June 30, ~~2012~~2013

(IN MILLIONS)	Parent			Issuer			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	~~661~~1,338		$	~~690~~1,367		$	—		$	12,~~351~~705
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			~~243~~508			~~307~~651			—			~~550~~1,159
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			~~207~~416			~~221~~458			—			~~428~~874
Depreciation and amortization		—			—			95185			2962			—			~~124~~247
Restructuring charges		—			—			219			224			—			443
Operating income		—			—			~~114~~210			~~131~~172			—			~~245~~382
Interest income		—			~~174~~360			1524			79			(~~195~~392	)		1
Interest expense		—			(95150	)		(~~180~~366	)		(1525	)		~~195~~392			(95149	)
Foreign currency exchange transaction losses, net		—			—			—			1(16	)		—			1(16	)
Other income/(expense), net		—			—			30			(31	)		—			(1	)
Other (expense)/income, net		—			(12	)		64			(64	)		—			(12	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—			79			(21	)		93			—			151
Income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			198			(68	)		76			—			206
Provision for income taxes		—			(1548	)		~~(10~~—	)		(3316	)		—			(5864	)
Equity in net income of subsidiaries		~~111~~465			54316			~~123~~209			—			(~~288~~990	)		—
Equity in net (loss)/income of affiliates		—			—			(2	)		1			—			(1	)
Equity in net income of affiliates		—			—			1			2			—			3
Income from continuing operations		~~111~~465			~~118~~466			90142			6162			(~~288~~990	)		92145
Income/(loss) from discontinued operations, net of tax		—			—			21323			(14	)		—			20319
Net income		~~111~~465			~~118~~466			~~111~~465			6058			(~~288~~990	)		~~112~~464
Less net income attributable to noncontrolling interests		—			—			—			1			—			1
Less net loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Net income attributable to controlling interest		~~111~~465			~~118~~466			~~111~~465			59			(~~288~~990	)		~~111~~465
Total other comprehensive income/(loss)		65			67			57			72			(196	)		65
Total other comprehensive loss		(99	)		(104	)		(99	)		(136	)		338			(100	)
Total comprehensive income/(loss)		176			185			168			132			(484	)		177
Total other comprehensive loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Comprehensive income attributable to noncontrolling interests		—			—			—			1			—			1
Total other comprehensive loss attributable to controlling interests		(99	)		(104	)		(99	)		(135	)		338			(99	)
Total comprehensive income attributable to controlling interests	$	176		$	185		$	168		$	131		$	(484	)	$	176
Total comprehensive income/(loss)		366			362			366			(78	)		(652	)		364
Comprehensive loss attributable to noncontrolling interests		—			—			—			(2	)		—			(2	)
Total comprehensive income/(loss) attributable to controlling interests	$	366		$	362		$	366		$	(76	)	$	(652	)	$	366

The Nielsen Company B.V.

Condensed Consolidating ~~Statement~~Balance ofSheet ~~Comprehensive Income~~ (Unaudited)

~~For~~June ~~the nine months ended September~~ 30, ~~2013~~2014

(IN MILLIONS)	Parent			Issuers			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	2,013		$	2,079		$	—		$	4,092
Assets:
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			759			973			—			1,732
Current assets
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			628			679			—			1,307
Cash and cash equivalents	$	—			—			21			268			—			289
Depreciation and amortization		—			—			274			90			—			364
Trade and other receivables, net		—			—			500			774			—			1,274
Restructuring charges		—			—			31			32			—			63
Prepaid expenses and other current assets		—			9			241			161			—			411
Operating income		—			—			321			305			—			626
Intercompany receivables		10			198			317			153			(678	)		—
Interest income		—			530			48			13			(589	)		2
Total current assets		10			207			1,079			1,356			(678	)		1,974
Interest expense		—			(224	)		(555	)		(37	)		589			(227	)
Non-current assets
Foreign currency exchange transaction gains/(losses), net		—			—			2			(25	)		—			(23	)
Property, plant and equipment, net		—			—			315			215			—			530
Other (expense)/income, net		—			(12	)		98			(86	)		—			—
Goodwill		—			—			5,574			2,267			—			7,841
Income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			294			(86	)		170			—			378
Other intangible assets, net		—			—			4,328			437			—			4,765
(Provision)/benefit for income taxes		—			(63	)		30			(71	)		—			(104	)
Deferred tax assets		—			7			74			38			—			119
Equity in net income of subsidiaries		600			372			332			—			(1,304	)		—
Other non-current assets		—			47			141			126			—			314
Equity in net income of affiliates		—			—			—			3			—			3
Equity investment in subsidiaries		5,764			2,023			7,577			—			(15,364	)		—
Income from continuing operations		600			603			276			102			(1,304	)		277
Intercompany loans		—			10,360			626			1,325			(12,311	)		—
Income/(loss) from discontinued operations, net of tax		—			—			324			(5	)		—			319
Total assets	$	5,774		$	12,644		$	19,714		$	5,764		$	(28,353	)	$	15,543
Net income		600			603			600			97			(1,304	)		596
Liabilities and equity:
Net loss attributable to noncontrolling interest		—			—			—			(4	)		—			(4	)
Current liabilities
Net income attributable to controlling interest		600			603			600			101			(1,304	)		600
Accounts payable and other current liabilities	$	—		$	47		$	252		$	573		$	—		$	872
Total other comprehensive loss		(46	)		(43	)		(45	)		(25	)		114			(45	)
Deferred revenues		—			—			194			145			—			339
Total other comprehensive income attributable to noncontrolling interest		—			—			—			1			—			1
Income tax liabilities		2			—			108			35			—			145
Total other comprehensive loss attributable to controlling interest		(46	)		(43	)		(45	)		(26	)		114			(46	)
Current portion of long-term debt, capital lease obligations and short-term borrowings		—			99			36			1			—			136
Total comprehensive income		554			560			555			72			(1,190	)		551
Intercompany payables		10			41			362			265			(678	)		—
Total comprehensive loss attributable to noncontrolling interest		—			—			—			(3	)		—			(3	)
Total current liabilities		12			187			952			1,019			(678	)		1,492
Total comprehensive income attributable to controlling interest	$	554			560			555		$	75		$	(1,190	)	$	554
Non-current liabilities
Long-term debt and capital lease obligations		—			6,450			89			17			—			6,556
Deferred tax liabilities		—			74			711			74			—			859
Intercompany loans		—			—			11,685			626			(12,311	)		—
Other non-current liabilities		2			9			513			270			—			794
Total liabilities		14			6,720			13,950			2,006			(12,989	)		9,701
Total stockholders’ equity		5,760			5,924			5,764			3,676			(15,364	)		5,760
Noncontrolling interests		—			—			—			82			—			82
Total equity		5,760			5,924			5,764			3,758			(15,364	)		5,842
Total liabilities and equity	$	5,774		$	12,644		$	19,714		$	5,764		$	(28,353	)	$	15,543

The Nielsen Company B.V.

Condensed ~~Consolidated~~Consolidating ~~Statement~~Balance ofSheet ~~Comprehensive Income (Unaudited)~~

~~For the nine months ended September~~December 3031, ~~2012~~ 2013

(IN MILLIONS)	Parent			Issuers			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	1,941		$	2,025		$	—		$	3,966
Assets:
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			722			927			—			1,649
Current assets
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			621			672			—			1,293
Cash and cash equivalents	$	—		$	—		$	205		$	347		$	—		$	552
Depreciation and amortization		—			—			282			85			—			367
Trade and other receivables, net		—			—			447			747			—			1,194
Restructuring charges		—			—			16			41			—			57
Prepaid expenses and other current assets		—			11			225			138			—			374
Operating income		—			—			300			300			—			600
Intercompany receivables		—			190			169			176			(535	)		—
Interest income		2			513			47			22			(581	)		3
Total current assets		—			201			1,046			1,408			(535	)		2,120
Interest expense		(1	)		(284	)		(532	)		(48	)		581			(284	)
Non-current assets
Foreign currency exchange transaction losses, net		—			—			(1	)		(11	)		—			(12	)
Property, plant and equipment, net		—			—			327			233			—			560
Other (expense)/income, net		—			(6	)		143			(134	)		—			3
Goodwill		—			—			5,493			2,191			—			7,684
Income from continuing operations before income taxes and equity in net (loss)/income of subsidiaries and affiliates		1			223			(43	)		129			—			310
Other intangible assets, net		—			—			4,360			421			—			4,781
Provision for income taxes		—			(38	)		(15	)		(43	)		—			(96	)
Deferred tax assets		1			7			57			50			—			115
Equity in net income of subsidiaries		249			80			268			—			(597	)		—
Other non-current assets		—			39			99			118			—			256
Equity in net (loss)/income of affiliates		—			—			(1	)		2			—			1
Equity investment in subsidiaries		5,730			2,093			7,632			—			(15,455	)		—
Income from continuing operations		0			265			209			88			(597	)		215
Intercompany loans		—			10,224			495			1,289			(12,008	)		—
Income/(loss) from discontinued operations, net of tax		—			—			40			(3	)		—			37
Total assets	$	5,731		$	12,564		$	19,509		$	5,710		$	(27,998	)	$	15,516
Net income		250			265			249			85			(597	)		252
Liabilities and equity:
Less net income attributable to noncontrolling interest		—			—			—			2			—			2
Current liabilities
Net income attributable to controlling interest		250			265			249			83			(597	)		250
Accounts payable and other current liabilities	$	—		$	47		$	367		$	606		$	—		$	1,020
Total other comprehensive income		64			68			62			40			(170	)		64
Deferred revenues		—			—			154			152			—			306
Total comprehensive income		314			333			311			125			(767	)		316
Income tax liabilities		—			—			13			42			—			55
Comprehensive income attributable to noncontrolling interest		—			—			—			2			—			2
Current portion of long-term debt, capital lease obligations and short-term borrowings		—			136			11			1			—			148
Total comprehensive income/(loss) attributable to controlling interests	$	314		$	333		$	311		$	123		$	(767	)	$	314
Intercompany payables		—			5			377			153			(535	)		—
Total current liabilities		—			188			922			954			(535	)		1,529
Non-current liabilities
Long-term debt and capital lease obligations		—			6,388			86			18			—			6,492
Deferred tax liabilities		—			74			720			70			—			864
Intercompany loans		—			—			11,513			495			(12,008	)		—
Other non-current liabilities		2			8			538			277			—			825
Total liabilities		2			6,658			13,779			1,814			(12,543	)		9,710
Total stockholders’ equity		5,729			5,906			5,730			3,818			(15,455	)		5,728
Noncontrolling interests		—			—			—			78			—			78
Total equity		5,729			5,906			5,730			3,896			(15,455	)		5,806
Total liabilities and equity	$	5,731		$	12,564		$	19,509		$	5,710		$	(27,998	)	$	15,516

The Nielsen Company B.V.

Condensed Consolidating ~~Balance~~Statement ~~Sheet~~of Cash Flows (Unaudited)

~~September~~ For the six months ended June 30, ~~2013~~2014

(IN MILLIONS)	Parent			Issuers			Guarantor			Non- Guarantor			~~Elimination~~Consolidated			~~Consolidated~~
Assets:
Net cash provided by/(used in) operating activities	$	—		$	298		$	(17	)	$	18		$	299
Current assets
Investing activities:
Cash and cash equivalents	$	—			—			368			357			—			725
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(118	)		(74	)		(192	)
Trade and other receivables, net		—			—			440			698			—			1,138
Additions to property, plant and equipment and other assets		—			—			(38	)		(16	)		(54	)
Prepaid expenses and other current assets		—			12			193			131			—			336
Additions to intangible assets		—			—			(106	)		(11	)		(117	)
Intercompany receivables		—			203			235			150			(588	)		—
Other investing activities		—			—			(9	)		—			(9	)
Total current assets		—			215			1,236			1,336			(588	)		2,199
Net cash used in investing activities		—			—			(271	)		(101	)		(372	)
Non-current assets
Financing activities:
Property, plant and equipment, net		—			—			322			233			—			555
Net borrowings under revolving credit facility		—			—			25			—			25
Goodwill		—			—			5,487			2,199			—			7,686
Repayments of debt		—			(3,747	)		—			(1	)		(3,748	)
Other intangible assets, net		—			—			4,426			429			—			4,855
Proceeds from the issuance of debt, net of issuance costs					3,748									3,748
Deferred tax assets		10			—			80			76			—			166
Capital contributions to parent		(154	)		—			—			—			(154	)
Other non-current assets		—			41			116			85			—			242
Activity under stock plans		—			—			—			(3	)		(3	)
Equity investment in subsidiaries		5,618			2,091			7,434			—			(15,143	)		—
Settlement of intercompany and other financing activities		154			(299	)		79			25			(41	)
Intercompany loans		—			10,434			569			1,265			(12,268	)		—
Net cash (used in)/provided by financing activities		—			(298	)		104			21			(173	)
Total assets	$	5,628		$	12,781		$	19,670		$	5,623		$	(27,999	)	$	15,703
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			(17	)		(17	)
Liabilities and equity:
Net decrease in cash and cash equivalents		—			—			(184	)		(79	)		(263	)
Current liabilities
Cash and cash equivalents at beginning of period		—			—			205			347			552
Accounts payable and other current liabilities	$	—		$	71		$	395		$	530		$	—		$	996
Cash and cash equivalents at end of period	$	—		$	—		$	21		$	268		$	289
Deferred revenues		—			—			184			140			—			324
Income tax liabilities		—			—			42			57			—			99
Current portion of long-term debt, capital lease obligations and short-term borrowings		—			334			36			18			—			388
Intercompany payables		—			—			366			222			(588	)		—
Total current liabilities		—			405			1,023			967			(588	)		1,807
Non-current liabilities
Long-term debt and capital lease obligations		—			6,420			84			17			—			6,521
Deferred tax liabilities		—			71			973			92			—			1,136
Intercompany loans		—			—			11,726			542			(12,268	)		—
Other non-current liabilities		2			11			246			308			—			567
Total liabilities		2			6,907			14,052			1,926			(12,856	)		10,031
Total stockholders’ equity		5,626			5,874			5,618			3,651			(15,143	)		5,626
Noncontrolling interests		—			—			—			46			—			46
Total equity		5,626			5,874			5,618			3,697			(15,143	)		5,672
Total liabilities and equity	$	5,628		$	12,781		$	19,670		$	5,623		$	(27,999	)	$	15,703

The Nielsen Company B.V.

Condensed Consolidating Balance Sheet

December 31, 2012

(IN MILLIONS)	Parent		Issuers		Guarantor		Non- Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	—	$	—	$	24	$	263	$	—		$	287
Trade and other receivables, net		—		—		404		706		—			1,110
Prepaid expenses and other current assets		—		14		132		132		—			278
Intercompany receivables		—		270		177		134		(581	)		—
Total current assets		—		284		737		1,235		(581	)		1,675
Non-current assets
Property, plant and equipment, net		—		—		303		257		—			560
Goodwill		—		—		5,046		2,306		—			7,352
Other intangible assets, net		—		—		4,088		467		—			4,555
Deferred tax assets		10		3		77		79		—			169
Other non-current assets		—		46		165		61		—			272
Equity investment in subsidiaries		5,157		1,965		7,163		—		(14,285	)		—
Intercompany loans		45		9,444		555		1,300		(11,344	)		—
Total assets	$	5,212	$	11,742	$	18,134	$	5,705	$	(26,210	)	$	14,583
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	52	$	347	$	572	$	—		$	971
Deferred revenues		—		—		217		156		—			373
Income tax liabilities		—		—		12		44		—			56
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		340		15		7		—			362
Intercompany payables		—		14		414		153		(581	)		—
Total current liabilities		—		406		1,005		932		(581	)		1,762
Non-current liabilities
Long-term debt and capital lease obligations		—		5,843		81		17		—			5,941
Deferred tax liabilities		—		71		838		97		—			1006
Intercompany loans		—		—		10,795		549		(11,344	)		—
Other non-current liabilities		2		16		258		340		—			616
Total liabilities		2		6,336		12,977		1,935		(11,925	)		9,325
Total stockholders’ equity		5,210		5,406		5,157		3,722		(14,285	)		5,210
Noncontrolling interests		—		—		—		48		—			48
Total equity		5,210		5,406		5,157		3,770		(14,285	)		5,258
Total liabilities and equity	$	5,212	$	11,742	$	18,134	$	5,705	$	(26,210	)	$	14,583

The Nielsen Company B.V.

Condensed Consolidating Statement of Cash Flows (Unaudited)

For the nine months ended September 30, 2013

(IN MILLIONS)	Parent			Issuers			Guarantor			Non- Guarantor			Consolidated
Net cash provided by operating activities	$	—		$	409		$	13		$	168		$	590
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(1,195	)		(7	)		(1,202	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			934			—			934
Additions to property, plant and equipment and other assets		—			—			(34	)		(45	)		(79	)
Additions to intangible assets		—			—			(161	)		(15	)		(176	)
Net cash used in investing activities		—			—			(456	)		(67	)		(523	)
Financing activities:
Proceeds from the issuance of debt, net of issuance costs					2,481			20			4			2,505
Repayments of debt					(1,933	)		—			—			(1,933	)
Increase in other short-term borrowings		—			—			—			12			12
Capital contributions to parent		(163	)		—			—			—			(163	)
Activity under stock plans		—			—			(4	)		(3	)		(7	)
Settlement of intercompany and other financing activities		163			(957	)		773			(3	)		(24	)
Net cash (used in)/provided by financing activities		—			(409	)		789			10			390
Effect of exchange-rate changes on cash and cash equivalents		—			—			(2	)		(17	)		(19	)
Net increase in cash and cash equivalents		—			—			344			94			438
Cash and cash equivalents at beginning of period		—			—			24			263			287
Cash and cash equivalents at end of period	$	—		$	—		$	368		$	357		$	725

The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013

(IN MILLIONS)	Parent			Issuers			Guarantor			Non- Guarantor			Consolidated
Net cash provided by operating activities	$	1		$	229		$	81		$	148		$	459
Net cash provided by/(used in) operating activities	$	—		$	278		$	(55	)	$	47		$	270
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(~~131~~12	)		(57	)		(~~136~~19	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			(1934	)		—			(1934	)
Additions to property, plant and equipment and other assets		—			—			(3130	)		(4125	)		(7255	)
Additions to intangible assets		—			—			(~~137~~105	)		(1610	)		(~~153~~115	)
Net cash used in investing activities		—			—			(300	)		(62	)		(362	)
Net cash provided by/(used in) investing activities		—			—			787			(42	)		745
Financing activities:
Net borrowings under revolving credit facility		—			—			65			—			65
Proceeds from the issuance of debt, net of issuance costs		—			1,866			21			3			1,890
Proceeds from the issuance of debt, net of issuance costs		—			1,209			—			—			1,209
Repayments of debt		—			(1,911	)		—			—			(1,911	)
Repayments of debt		(106	)		(1,273	)		(2	)		—			(1,381	)
Increase in other short-term borrowings		—			—			—			2			2
Increase in other short-term borrowings		—			—			—			10			10
Capital contributions to parent		(90	)		—			—			—			(90	)
Capital contributions from parent		11			—			—			—			11
Activity under stock plans		—			—			(3	)		(4	)		(7	)
Activity under stock plans		0			0			0			0			0
Settlement of intercompany and other financing activities		90			(233	)		102			31			(10	)
Settlement of intercompany and other financing activities		94			(165	)		156			(96	)		(11	)
Net cash (used in)/provided by financing activities		—			(278	)		120			32			(126	)
Net cash provided by/(used in) financing activities		(1	)		(229	)		219			(86	)		(97	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			(22	)		(22	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			4			4
Net increase in cash and cash equivalents		—			—			852			15			867
Net increase/(decrease) in cash and cash equivalents		—			—			—			4			4
Cash and cash equivalents at beginning of period		—			—			24			263			287
Cash and cash equivalents at beginning of period		—			—			33			285			318
Cash and cash equivalents at end of period	$	—		$	—		$	876		$	278		$	1,154
Cash and cash equivalents at end of period	$	—		$	—		$	33		$	289		$	322

28 27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis supplements management’s discussion and analysis of The Nielsen Company B.V. (“the Company” or “Nielsen”) for the year ended December 31, ~~2012~~2013 as contained in the ~~Current~~Annual Report on Form 810-K filed by the Company with the Securities and Exchange Commission on ~~August 12~~February 21, ~~2013~~2014, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. Further, this report may contain material that includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsen’s current views with respect to current events and financial performance. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Nielsen’s operations and business environment that may cause actual results to be materially different from any future results, express or implied, by such forward-looking statements, including but not limited to, those set forth in this Item 2 and Part II, Item 1A, if any, and those noted in our ~~2012~~2013 Annual Report on Form 10-K under “Risk Factors.” Forward-looking statements speak only as of the date of this report or as of the date they were made. We disclaim any intention to update the current expectations or forward-looking statements contained in this report. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

From time to time, Nielsen may use its website and social media outlets as channels of distribution of material company information. Financial and other material information regarding the company is routinely posted and accessible on our website at http://www.nielsen.com/investors, our Twitter account at http://twitter.com/~~NielsenIR~~nielsen and our iPad App, NielsenIR, available on the App Store.

Background and Executive Summary

We are a global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. We deliver critical media and marketing information, analytics and industry expertise about what consumers buy (referred to herein as “Buy”) and what consumers watch and listen to on a global and local basis (consumer interaction across the television, radio, online and mobile viewing and listening platforms referred to herein as “Watch”). Our information, insights and solutions help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in more than 100 countries, including many developing and emerging markets, and hold leading market positions in many of our services and geographies.

On September 30, 2013, we completed the acquisition of Arbitron Inc. (“Arbitron”), an international media and marketing research firm through the purchase of 100% of Arbitron’s outstanding common stock for a total cash purchase price of $1.3 billion. Arbitron is expected to help us better address client needs in unmeasured areas of media consumption, including streaming audio and out-of-home, and our global distribution footprint can help expand Arbitron’s capabilities outside of the U.S. With Arbitron’s assets, we intend to further expand our Watch segment’s audience measurement across screens and forms of listening. Arbitron has been rebranded Nielsen Audio.

On February 3, 2014, we completed the acquisition of Harris Interactive, Inc., a leading global market research firm through the purchase of all outstanding shares of Harris Interactive’s common stock for $2.04 per share (total purchase price of $116 million). Harris Interactive is expected to expand our footprint with important industry verticals including pharmaceutical, automobile and financial services.

We believe that important measures of our results of operations include revenue and operating income. Our long-term financial objectives include consistent revenue growth and expanding operating margins. Accordingly, we are focused on geographic market and service offering expansion to drive revenue growth and improving operating efficiencies including effective resource utilization, information technology leverage and overhead cost management.

Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Typically, before the start of each year, nearly 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments, which provides us with a high degree of stability to our revenue and allows us to effectively manage our profitability and cash flows. We continue to look for growth opportunities through global expansion, specifically within developing markets, as well as through the cross-platform expansion of our insights services and measurement services.

Our restructuring and other productivity initiatives have been focused on a combination of improving operating leverage through targeted cost-reduction programs, business process improvements and portfolio restructuring actions, while at the same time investing in key programs to enhance future growth opportunities.

Achieving our business objectives requires us to manage a number of key risk areas. Our growth objective of geographic market and service expansion requires us to maintain the consistency and integrity of our information and underlying processes on a global scale, and to invest effectively our capital in technology and infrastructure to keep pace with our clients’ demands and our competitors. Our operating footprint across approximately 100 countries requires disciplined global and local resource management of internal and third party providers to ensure success. In addition, our high level of indebtedness requires active management of our debt profile, with a focus on underlying maturities, interest rate risk, liquidity and operating cash flows.

Business Segment Overview

We align our business into two reporting segments: what consumers buy (consumer purchasing measurement and analytics) and what consumers watch and listen to (media audience measurement and analytics). Our Buy and Watch segments are built on a foundation of proprietary data assets that are designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses.

Our Buy segment provides Information services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information), and Insights services (primarily comprised of our analytical solutions) to businesses in the consumer packaged goods industry. Our services also enable our clients to better manage their brands, uncover new sources of demand, launch and grow new products, analyze their sales, improve their marketing mix and establish more effective consumer relationships. Our data is used by our clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Our extensive database of retail and consumer information, combined with our advanced analytical capabilities, helps generate strategic insights that influence our clients’ key business decisions. Within our Buy segment, we have two primary geographic groups, developed and developing markets. Developed markets primarily include the United States, Canada, Western Europe, Japan and Australia while developing markets include Africa, Latin America, Eastern Europe, Russia, China, India and Southeast Asia.

Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries for television, radio, online and mobile ~~screens~~viewing and listening platforms. Our Watch data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending.

In June 2013, we completed the sale of our Expositions reporting segment (see “Discontinued Operations” discussion included in “Factors Affecting Our Financial Results” for more information). Our condensed consolidated statements of operations reflect the Expositions reporting segment as a discontinued operation.

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 our segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment.

Factors Affecting Our Financial Results

Acquisitions and Investments in Affiliates

Arbitron ~~Inc.~~ Acquisition

On September 30, 2013 ~~(the “Acquisition Date”)~~, we completed the acquisition of Arbitron ~~Inc., an international media and marketing research firm (“Arbitron”), through the purchase of 100% of Arbitron’s outstanding common stock~~ for a total cash purchase price of $1.3 billion ~~(the “Acquisition”)~~. Arbitron is expected to help us better address client needs in unmeasured areas of media consumption, including streaming audio and out-of-home and our global distribution footprint can help expand Arbitron’s capabilities outside of the U.S.. With Arbitron’s assets, we intend to further expand our “Watch” segment’s audience measurement across screens and forms of listening. Arbitron has been rebranded Nielsen Audio.

AsWe aincurred ~~part~~acquisition-related expenses of ~~the~~$12 ~~Acquisition,~~million ~~we acquired the remaining 49.5% interest in Scarborough Research, a joint venture between us~~ and ~~Arbitron~~$13 ~~(“Scarborough”)~~million ~~historically accounted~~ for ~~under~~ the ~~equity~~three ~~method~~and ofsix ~~accounting.~~months Weended ~~accounted~~June ~~for~~30, ~~this~~2013, ~~transaction~~respectively, aswhich aprimarily ~~step-acquisition~~consisted ~~and calculated the fair value~~ of ~~our~~transaction ~~investment immediately before the acquisition to be $75 million. As a result~~fees, ~~during the third quarter of 2013~~legal, weaccounting ~~recorded~~and aother ~~$24~~professional ~~million~~services ~~gain~~that onare ~~our~~included ~~investment~~ in ~~Scarborough~~selling, togeneral ~~other~~and ~~income/(~~administrative expense), ~~net~~ in the condensed consolidated statement of operations. ~~Effective October 1, 2013, the financial results of Scarborough will be consolidated within our consolidated financial statements.~~

The ~~Acquisition~~following ~~was~~unaudited ~~accounted~~pro ~~for~~forma ~~using~~information presents the ~~acquisition~~consolidated ~~method~~results of ~~accounting~~operations ~~which~~of ~~requires,~~us ~~among~~and ~~other~~Arbitron ~~things,~~for the ~~assets~~three ~~acquired~~ and ~~the~~six ~~liabilities~~months ~~assumed~~ended beJune 30, ~~recognized~~2013, ~~at their fair values~~ as ofif the acquisition ~~date.~~had ~~Since~~occurred ~~the~~on ~~date~~January of1, ~~the~~2013, ~~acquisition~~with ~~occurred~~pro onforma ~~the~~adjustments ~~last~~to ~~day~~give ofeffect ~~the~~to ~~quarter,~~amortization ~~the results~~ of ~~Arbitron~~intangible ~~will~~assets, bean ~~included~~increase ~~within~~in ~~our~~interest ~~consolidated~~expense ~~financial~~from ~~statements~~acquisition ~~commencing October 1~~financing, ~~2013.~~and certain other adjustments:

(IN MILLIONS)	Three Months Ended June 30, 2013		Six Months Ended June 30, 2013
Revenues	$	1,505	$	2,937
Net Income	$	133	$	164

(IN MILLIONS)
Fair value of business combination:
Cash paid for Arbitron common stock	$	1,296
Accrued payment for directors’ and employees’ equity awards pertaining to pre-merger service		42
Accrued dividend payment on Arbitron common stock		3
Fair value of previously held equity interest in Scarborough		75
Total	$	1,416
Identifiable assets acquired and liabilities assumed:
Cash	$	136
Other current assets		115
Property and equipment		32
Goodwill		931
Amortizable intangible assets		517
Other long term assets		3
Deferred revenue		(47	)
Other current liabilities		(53	)
Deferred tax liabilities		(200	)
Other long term liabilities		(18	)
Total	$	1,416

Intangible assets and their estimated useful lives consist of the following:

(IN MILLIONS)
Description		Amount	Useful Life
Customer –related intangibles	$	323	10 - 20 years
Computer software		150	5 – 10 years
Trade names and trademarks		33	5 years
Covenants-not-to-compete		11	1-2 years
Total	$	517

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents expected synergies and the going concern nature of Arbitron.

We incurred acquisition related expenses of $4 million and $18 million for the three and nine months ended September 30, 2013, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the condensed consolidated statement of operations.

The following unaudited pro forma information presents the consolidated results of operations of us and Arbitron for the three and nine months ended September 30, 2013 and 2012, as if the acquisition had occurred on January 1, 2012, respectively, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

	Three Months Ended September 30,				Nine Months Ended September 30,
(IN MILLIONS)	2013		2012		2013		2012
Revenues	$	1,510	$	1,464	$	4,447	$	4,302
Net Income	$	152	$	106	$	306	$	241

The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that we would have attained had the acquisition of Arbitron been completed as of the beginning of the reporting period.

The Arbitron results of operations are fully reflected in our consolidated results of operations for the three and six months ended June 30, 2014.

Other Acquisitions

For the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, ~~excluding Arbitron,~~ we paid cash consideration of $42192 million associated with both current period and previously executed acquisitions, net of cash acquired. Had ~~such~~these current period acquisitions occurred as of January 1, ~~2013~~2014, the impact on our consolidated results of operations would not have been material.

For the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013, we paid cash consideration of $~~136~~19 million associated with both current period and previously executed acquisitions, net of cash acquired. Had ~~such~~these current period acquisitions occurred as of January 1, ~~2012~~2013, the impact on our consolidated results of operations would not have been material.

Discontinued Operations

In ~~June~~February ~~2013~~2014, we completed the ~~sale~~acquisition of ~~our~~Harris ~~Expositions~~Interactive, ~~business~~Inc., ~~which~~a ~~operates~~leading ~~one~~global ofmarket research firm, through the ~~largest~~purchase ~~portfolios~~of all outstanding shares of ~~business-to-business~~Harris ~~trade~~Interactive’ ~~shows~~s ~~and~~common ~~conference~~stock ~~events~~for in$2.04 ~~the~~per ~~United~~share. ~~States~~In June 2014, ~~for~~we ~~total~~completed ~~cash~~the ~~consideration~~sale of ~~$950~~Harris ~~million~~Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and ~~recorded~~technology company in exchange for a ~~gain~~minority ofstake ~~$303~~in ~~million~~ITWP. The condensed consolidated statements of operations reflect the operating results of ~~this~~Harris ~~business~~Europe as a discontinued operation.

In June 2013, we completed the sale of our 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, net of tax. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

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

Summarized results of operations for discontinued operations are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended June 30,					Six Months Ended June 30,
(IN MILLIONS)	2014	~~2013~~	2013	~~2012~~		2014	~~2013~~		2013	~~2012~~
Revenue	$	—10	$	7243		$	~~103~~15		$	~~182~~103
Operating income		—		3711			35—			7435
Interest expense		—		(63	)		(8—	)		(188	)
Income from operations before income taxes		—		318			27—			5627
Provision for income taxes		—		(114	)		~~(11~~—	)		(2111	)
Income from operations		—		204			16—			3516
Net income attributable to noncontrolling interests		—		—			—			2
Gain on sale, net of tax		—		303			—			303
Gain on sale, net of tax		—		—			303			—
Income from discontinued operations	$	—	$	307		$	—		$	319
Income from discontinued operations	$	—	$	20		$	319		$	37

We allocated a portion of our consolidated interest expense to discontinued operations based upon the ratio of net assets sold as a proportion of consolidated net assets. For the three and ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, interest expense of zero and $83 million, respectively, and $6zero ~~million~~ and $188 million, respectively, was allocated to discontinued operations.

Following are the major categories of cash flows from discontinued operations, as included in our condensed consolidated statements of cash flows:

			Nine Months Ended September 30,
		Six Months EndedJune 30,
(IN MILLIONS)	2014			2013			~~2012~~
Net cash provided by operating activities	$	—	$	36$	36	$	52
Net cash provided by investing activities		—		—	—		—
Net cash used in financing activities				—			—
Net cash provided by financing activities		—			—
	$	—	$	36$	36	$	52

Foreign Currency

Our financial results are reported in U.S. dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. dollars. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro. The table below sets forth the profile of our revenue by principal currency.

		Nine Months Ended September 30,
	Six Months EndedJune 30,
		2013				2012
	2014				2013
U.S. Dollar		55	51%	%		51	52%	%
Euro		11	12%	%		12	12%	%
Other Currencies		34	37%	%		37	36%	%
Total		100	~~100~~%	%		100	~~100~~%	%

As a result, fluctuations in the value of foreign currencies relative to the U.S. dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item 3.—Quantitative and Qualitative Disclosures about Market Risk.” In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. dollar to Euro exchange rate was $1.3237 to €1.00 and $1.2831 to €1.00 for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

We have operations in both our Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela’s currency ~~was~~has been considered hyperinflationary assince of January 1, 2010 and ~~further~~, ~~in January 2010~~accordingly, ~~Venezuela’s~~has ~~currency~~been ~~was devalued and a new currency exchange rate system was announced. In 2010, we evaluated the new exchange rate system and concluded that the local currency transactions will be~~ denominated in U.S. dollars ~~effective~~since ~~as of~~ January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.

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, we recorded a charge of $12 million in 2013 in foreign currency exchange transaction (losses~~)/gains~~, net in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

WeBased ~~evaluate~~on ~~our~~changes ~~results~~to ofVenezuelan ~~operations~~currency onrate ~~both~~mechanisms, anwe aschanged ~~reported~~the ~~and~~exchange arate ~~constant~~we ~~currency~~use ~~basis.~~to ~~The~~remeasure ~~constant~~our ~~currency~~Venezuelan ~~presentation~~Buy isand aWatch ~~non-GAAP~~subsidiaries’ financial ~~measure,~~statements ~~which~~in ~~excludes~~U.S. ~~the~~dollars. ~~impact~~As of ~~fluctuations~~March in31, ~~foreign~~2014, ~~currency~~we ~~exchange~~began ~~rates.~~using Wethe ~~believe~~exchange ~~providing~~rate ~~constant~~determined ~~currency~~by ~~information~~periodic ~~provides~~auctions ~~valuable~~for ~~supplemental~~U.S. ~~information~~dollars ~~regarding~~conducted ~~our~~under ~~results~~Venezuela’s ofComplementary ~~operations,~~System ~~consistent~~of ~~with~~Foreign ~~how~~Administration we(“SICAD ~~evaluate our performance~~l”). WeAs ~~calculate~~of ~~constant~~June ~~currency~~30, ~~percentages~~2014, bythe ~~converting~~SICAD ~~our~~l ~~prior-period~~exchange ~~local~~rate ~~currency~~was ~~financial~~10.6 ~~results~~bolivars ~~using~~to the ~~current~~U.S. ~~period~~dollar, ~~foreign~~compared ~~currency~~to ~~exchange~~the ~~rates~~official ~~and~~exchange ~~comparing~~rate ~~these~~of ~~adjusted~~6.3 ~~amounts~~bolivars to ~~our~~the ~~current~~U.S. ~~period~~dollar ~~reported~~we ~~results~~used previously. ~~This~~As ~~calculation~~a ~~may~~result ~~differ~~of ~~from~~this ~~similarly-titled~~change, ~~measures~~we ~~used~~recorded bya ~~others~~charge ~~and,~~of ~~accordingly,~~$20 ~~the~~million ~~constant~~during ~~currency~~the ~~presentation~~six ismonths ~~not~~ended ~~meant~~June to30, be2014 ain ~~substitution~~foreign ~~for~~currency ~~recorded~~exchange ~~amounts~~transaction ~~presented~~losses, net in ~~conformity~~the ~~with~~condensed ~~GAAP~~consolidated ~~nor~~statement ~~should~~of ~~such~~operations ~~amounts~~primarily bereflecting ~~considered~~the inwrite-down ~~isolation.~~of monetary assets and liabilities.

33 We will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.

~~Results~~We evaluate our results of ~~Operations—Three~~operations ~~Months~~on ~~Ended~~both ~~September 30~~an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, ~~2013~~which ~~Compared~~excludes tothe impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the ~~Three~~current ~~Months~~period ~~Ended~~foreign ~~September 30~~currency exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by others. In addition, ~~2012~~the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP nor should such amounts be considered in isolation.

Results of Operations—Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013

The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations:

	Three Months Ended September 30,
	Three Months EndedJune 30,
(IN MILLIONS)	~~2013~~2014			~~2012~~2013
Revenues	$	1,~~387~~594		$	1,~~351~~386
Cost of revenues, exclusive of depreciation and amortization shown separately below		~~573~~677			~~550~~580
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		~~433~~481			~~428~~432
Depreciation and amortization		~~117~~145			~~124~~126
Restructuring charges		2013			48
Operating income		~~244~~278			~~245~~240
Interest income		1			1—
Interest expense		(78	)		(9573	)
Foreign currency exchange transaction (losses)/gains, net		(7	)		1
Foreign currency exchange transaction losses, net		(6	)		(4	)
Other income/(expense), net		12			(1	)
Other expense, net		(45	)		—
Income from continuing operations before income taxes and equity in net loss of affiliates		172			151
Income from continuing operations before income taxes and equity in net income of affiliates		150			163
Provision for income taxes		(4075	)		(5846	)
Equity in net loss of affiliates		—			(1	)
Equity in net income of affiliates		1			4
Income from continuing operations		~~132~~76			92121
Income from discontinued operations, net of tax		—			20307
Net income	$	~~132~~76		$	~~112~~428

Consolidated Results for the Three Months Ended ~~September~~June 30, ~~2013~~2014 Compared to the Three Months Ended ~~September~~June 30, ~~2012~~2013

Revenues

Revenues increased 215.70% to $1,~~387~~594 million for the three months ended ~~September~~ June 30, ~~2013~~2014 from $1,~~351~~386 million for the three months ended ~~September~~ June 30, ~~2012~~2013, or an increase of 315.79% on a constant currency basis, excluding a 1.0.9% unfavorable impact of changes in foreign currency exchange rates. ~~The~~Excluding ~~increase~~the ~~was~~impact ~~driven~~of bythe aArbitron 2and Harris Interactive acquisitions, revenues increased 4.4% (5.2% ~~increase~~on a constant currency basis). Revenues within our Buy segment increased 6.6% (37.39% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, asBuy ~~well~~segment asrevenues aincreased 3.6% (4.8% ~~increase~~on a constant currency basis). Revenues within our Watch segment increased 28.0% (428.23% on a constant currency basis). Excluding the impact of the Arbitron acquisition, Watch segment revenues increased 5.7% (5.9% on a constant currency basis).

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 416.27% to $~~573~~677 million for the three months ended ~~September~~ June 30, ~~2013~~2014 from $~~550~~580 million for the three months ended ~~September~~ June 30, ~~2012~~2013, or an increase of 417.91% on a constant currency basis, excluding a 0.74% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 411.91% (511.87% on a constant currency basis) due primarily to the ~~continued~~impact ~~global expansion~~ of ~~our~~the ~~services~~Harris asInteractive ~~well~~acquisition ~~as investment~~ in ~~our~~February ~~footprint~~2014 inand the ~~emerging~~continued ~~markets~~global ~~and~~expansion anof ~~increase~~our ~~in retail measurement costs~~services. Costs within our Watch segment increased 225.74% (325.34% on a constant currency basis) due primarily to ~~spending~~the onimpact ~~product~~of ~~portfolio~~the ~~management~~Arbitron ~~initiatives.~~acquisition in September 2013.

Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization

Selling, general and administrative expenses increased 111.23% to $~~433~~481 million for the three months ended ~~September~~ June 30, ~~2013~~2014 from $~~428~~432 million for the three months ended ~~September~~ June 30, ~~2012~~2013, or an increase of 212.1% on a constant currency basis, excluding a 0.98% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 14.05% (15.65% on a constant currency basis) due primarily to the ~~increases~~impact of the Harris Interactive acquisition in ~~client~~February ~~services~~2014 ~~costs~~as ~~and~~well as other investments associated with the global expansion of our services. Costs within our Watch segment ~~decreased~~increased 736.63% (~~a decrease of 7~~36.63% on a constant currency basis) due primarily to the impact of ~~productivity~~the Arbitron acquisition in September 2013 as well as the impact of investments in product development initiatives. Corporate costs ~~increased~~decreased by approximately $112 million asdue aprimarily ~~result~~to of higher ~~spending on~~ transaction- related costs. in 2013.

Depreciation and Amortization

Depreciation and amortization expense was $~~117~~145 million for the three months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~124~~126 million for the three months ended ~~September~~ June 30, ~~2012~~2013. This ~~decrease~~increase was primarily due to ~~certain assets becoming fully amortized during the period partially offset by~~ higher depreciation and amortization expense associated with ~~capital~~assets ~~expenditures.~~acquired in business combinations.

34 For the three months ended June 30, 2014 and 2013, depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $51 million and $38 million, respectively.

For the three months ended September 30, 2013 and 2012, depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $35 million and $36 million, respectively.

Restructuring Charges

We recorded $2013 million and $8 million in restructuring charges relating to employee severance associated with productivity initiatives for the three months ended ~~September~~ June 30, 2014 and 2013., respectively.

We recorded $4 million in restructuring charges relating to employee severance associated with productivity initiatives during the three months ended September 30, 2012.

Operating Income

Operating income for the three months ended ~~September~~ June 30, ~~2013~~2014 was $~~244~~278 million as compared to $~~245~~240 million for the three months ended ~~September~~June 30, ~~2012~~2013. Operating income within our Buy segment was $~~110~~103 million for the three months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~118~~105 million for the three months ended ~~September~~ June 30, ~~2012~~2013. Operating income within our Watch segment was $~~160~~203 million for the three months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~141~~159 million for the three months ended ~~September~~ June 30, ~~2012~~2013. Corporate operating expenses were $2628 million for the three months ended ~~September~~ June 30, ~~2013~~2014 as compared to $1424 million for the three months ended ~~September~~June 30, ~~2012~~2013.

Interest Expense

Interest expense was $78 million for the three months ended ~~September~~June 30, ~~2013~~2014 as compared to $9573 million for the three months ended ~~September~~June 30, ~~2012~~2013. This ~~decline~~increase is primarily due to the interest expense allocated to our ~~refinancing~~discontinued ofoperations in the ~~11.5%~~three ~~senior~~months ~~notes~~ended ~~and~~June ~~our~~30, ~~8.5%~~2013 ~~senior~~as ~~secured~~discussed ~~term~~in ~~loan~~the “Discontinued Operations” section in ~~the~~“Factors ~~fourth~~Affecting ~~quarter~~Nielsen’s ofFinancial ~~2012~~Results” above and the ~~impact~~increased ofdebt ~~our~~balance in September 2013 related to Arbitron acquisition financing. This increase is partially offset by the refinancing of the ~~Class A,~~11.625% Bsenior notes in October 2013 and Cthe ~~senior~~partial ~~secured~~refinancing ~~term~~of ~~loans~~the 7.75% senior notes in ~~February~~April ~~2013~~2014.

Foreign Currency Exchange Transaction (Losses~~)/Gains~~, Net

Foreign currency exchange transaction (losses~~)/gains~~, net, represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.3337 to €1.00 for the three months ended ~~September~~ June 30, ~~2013~~2014 as compared to $1.2531 to €1.00 for the three months ended ~~September~~June 30, ~~2012~~2013.

We incurred losses of $76 million and $4 million for the three months ended ~~September~~ June 30, 2014 and 2013, respectively, resulting primarily from the fluctuations in certain foreign currencies associated with intercompany transactions.

~~Foreign~~Other ~~currency exchange transactions resulted in a gain of $1 million for the three months ended September 30~~Expense, ~~2012,~~Net ~~resulting primarily from the fluctuations in certain foreign currencies associated with intercompany transactions.~~

Other ~~Income/(Expense)~~expense, ~~Net~~net of $45 million for the three months ended June 30, 2014 is primarily related to the “make-whole” premium associated with the partial redemption of the 7.75% Senior Notes due 2018, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancings.

The $12 million other income, net amount for the three months ended September 30, 2013, primarily relates to the $24 million gain from the step acquisition of Scarborough partially offset by charges of $12 million associated with the unused bridge loan terminated as part of the Arbitron acquisition.

Income Taxes

The effective tax rates for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 were 2350% and 3828%, respectively. The tax ~~rate~~rates for the three months ended ~~September~~June 30, 2014 and 2013 ~~was~~were ~~lower~~higher than statutory ~~rate~~rates as a result of the ~~favorable~~tax impact of ~~return~~the toVenezuela ~~provision~~currency ~~adjustments~~revaluation, asprofits ~~well~~generated asin ~~the~~jurisdictions ~~favorable~~with ~~impact~~higher ~~of certain financing activities. The~~ tax ~~rate~~rates ~~for~~than the ~~three~~statutory ~~months~~rate ~~ended~~and ~~September 30,~~accrual ~~2012~~for ~~was~~future ~~higher~~audit ~~than~~settlements ~~the~~offset ~~statutory~~by ~~rate as~~ the favorable impact of certain financing activities ~~was more than offset by the tax rate~~ and ~~other~~release ~~differences~~of ~~in other jurisdictions where the Company files~~ tax ~~returns~~contingencies.

~~Liabilities~~The estimated liabilities for unrecognized ~~income~~ tax benefits ~~totaled~~as of December 31, 2014 is $~~232~~489 million and was $~~236~~457 million as of ~~September 30, 2013 and~~ December 31, ~~2012, respectively~~2013. If ~~The~~the ~~net~~Company’s ~~liabilities for unrecognized~~ tax ~~benefits~~positions ~~not~~are ~~reduced~~favorably sustained by ~~net~~the ~~operating~~taxing ~~losses~~authorities, ~~tax~~the ~~credits~~reversal ~~and~~of ~~other~~the ~~deferred~~underlying ~~tax~~liabilities ~~assets~~would ~~totaled~~reduce ~~$90~~the ~~million~~Company’s ~~and~~effective ~~$94~~tax ~~million~~rate asin offuture ~~September 30, 2013 and December 31, 2012, respectively~~periods. ~~If the~~

35 33

~~Company’s~~Business ~~tax~~Segment ~~positions~~Results ~~are~~for ~~favorably~~the ~~sustained~~Three byMonths ~~the~~Ended ~~taxing authorities~~June 30, ~~the~~2014 ~~reversal~~Compared ofto the ~~underlying~~Three ~~liabilities~~Months ~~would~~Ended ~~reduce~~June 30, ~~the~~2013 ~~Company’s effective tax rate in future periods.~~

Business Segment Results for the Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Revenues

The table below sets forth our segment revenue performance data for the three months ended ~~September~~June 30, ~~2013~~2014 compared to the three months ended ~~September~~June 30, ~~2012~~2013, both on an as-reported and constant currency basis.

(IN MILLIONS)	~~Three~~ThreeMonths ~~Months~~EndedJune ~~Ended September~~ 30, ~~2013 Reported~~2014Reported		~~Three~~ThreeMonths ~~Months~~EndedJune ~~Ended September~~ 30, ~~2012 Reported~~2013Reported		% ~~Variance~~Variance2014 ~~2013~~ vs. ~~2012 Reported~~2013Reported			Three Months ~~Ended~~EndedJune ~~September~~ 30, ~~2012 Constant Currency~~2013ConstantCurrency		% ~~Variance~~Variance2014 ~~2013~~ vs. ~~2012 Constant Currency~~2013ConstantCurrency
Revenues by segment
Buy	$	871	$	852		2.2	%	$	843		3.3	%
Buy(a)	$	900	$	844		6.6	%	$	834		7.9	%
Watch		516		499		3.4	%		495		4.2	%
Watch(b)		694		542		28.0	%		541		28.3	%
Total	$	1,387	$	1,351		2.7	%	$	1,338		3.7	%
Total(c)	$	1,594	$	1,386		15.0	%	$	1,375		15.9	%

(a)	The Buy segment includes the results of Harris Interactive for the three months ended June 30, 2014. Excluding the impact from the Harris Interactive acquisition, total Buy revenue was $874 million, an increase of 3.6% (4.8% on a constant currency basis).

(b)	The Watch segment includes Arbitron results for the three months ended June 30, 2014. Excluding the impact from the Arbitron acquisition, total Watch revenue was $573 million, an increase of 5.7% (5.9% on a constant currency basis).

(c)	Total Nielsen revenue includes the results of both Arbitron and Harris Interactive for the three months ended June 30, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue was $1,447 million, an increase of 4.4% (5.2% on a constant currency basis).

Buy Segment Revenues

Revenues increased 26.26% to $~~871~~900 million for the three months ended ~~September~~June 30, ~~2013~~2014 from $~~852~~844 million for the three months ended ~~September~~June 30, ~~2012,~~2013 (7.9% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, revenues increased 3.6% (4.8% on a constant currency basis). Revenues from developing markets increased 2.8% (9.2% on a constant currency basis) and revenues from developed markets increased 8.7% (7.3% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, revenues from developed markets increased 4.0% (2.7% on a constant currency basis).

Revenues from Information services increased 03.97% to $~~664~~676 million for the three months ended ~~September~~June 30, ~~2013~~2014 from $~~658~~652 million for the three months ended ~~September~~June 30, ~~2012,~~2013 1(5.80% on a constant currency basis). Growth in Information services was ~~steady,~~driven ~~but~~largely ~~muted~~ by ~~the~~new ~~year-over-year~~client ~~Walmart~~wins ~~comparable~~and increased client investment in retail measurement in the developing markets.

Revenues from Insights services increased 616.7% to $~~207~~224 million for the three months ended ~~September~~June 30, ~~2013~~2014 from $~~194~~192 million for the three months ended ~~September~~June 30, ~~2012,~~2013 (817.49% on a constant currency basis). ~~driven~~Excluding bythe ~~increased~~impact ~~client~~of ~~demand~~the ~~for~~Harris ~~our~~acquisition, ~~analytical~~revenues from Insights services ~~versus~~increased ~~last~~3.1% ~~year~~(4. 2% on a constant currency basis), driven by strength in developing markets.

Total revenue from developing markets grew 3.2% (7.5% on a constant currency basis) with double digit growth in many key markets as both global and local clients continued to increase their demand for our retail measurement services and analytics.

Watch Segment Revenues

Revenues increased 328.40% to $~~516~~694 million for the three months ended ~~September~~June 30, ~~2013~~2014 from $~~499~~542 million for the three months ended ~~September~~June 30, ~~2012,~~2013 ~~or 4~~(28.23% on a constant currency basis,). ~~primarily~~Excluding ~~driven~~the byimpact ~~4.7%~~of ~~growth~~the inArbitron ~~Television~~acquisition, ~~measurement~~revenues increased 5.7% (5.09% on a constant currency basis). ~~due~~Audience tomeasurement ~~increases~~revenue, inexcluding ~~spending~~Arbitron, ~~from~~grew ~~existing~~6.5% ~~customers~~(6. ~~This~~5% ~~was~~on ~~partially~~a ~~offset~~constant currency basis). The increase in Watch revenues was driven by the ~~ongoing~~continued ~~exit~~strength of ~~certain~~audience ~~international~~measurement, ~~online~~which ~~legacy~~includes ~~products~~the momentum of our digital offerings and double-digit growth in our Advertiser Solutions business.

Business Segment Operating Income/(Loss)

We do not allocate items below operating income/(loss) to our business segments and therefore the table below sets forth a summary of operating income/(loss) at the business segment level for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

(IN MILLIONS)	Three Months ~~Ended~~EndedJune ~~September~~ 30, ~~2013~~2014			Three Months ~~Ended~~EndedJune ~~September~~ 30, ~~2012~~2013			~~Variance~~Variance2014 ~~2013~~ vs. ~~2012~~2013
Operating income/(loss) by segment
Buy	$	~~110~~103		$	~~118~~105		$	(82	)
Watch		~~160~~203			~~141~~159			1944
Corporate and Eliminations		(2628	)		(1424	)		(124	)
Total	$	~~244~~278		$	~~245~~240		$	(138	)

36 34

Buy Segment Operating Income

Operating income was $~~110~~103 million for the three months ended ~~September~~June 30, ~~2013~~2014 ~~from~~as compared to $~~118~~105 million for the three months ended ~~September~~ June 30, ~~2012~~2013, as the revenue performance mentioned above was more than offset by ~~higher~~an ~~restructuring~~increased ~~charges~~investment ~~and~~in anour ~~increase~~global inexpansion ~~retail~~of ~~measurement~~our ~~costs~~services as well as higher depreciation and amortization expense in 2014.

Watch Segment Operating Income

Operating income was $~~160~~203 million for the three months ended ~~September~~June 30, ~~2013~~2014 ~~from~~as compared to $~~141~~159 million for the three months ended ~~September~~June 30, ~~2012~~2013. The increase was driven primarily by the revenue performance discussed above, and the impact of productivity initiatives ~~and lower depreciation expense~~ partially offset by higher ~~restructuring~~depreciation ~~charges~~and amortization expense.

Corporate Expenses and Eliminations

Operating expenses were $2628 million for the three months ended ~~September~~June 30, ~~2013~~2014 as compared to $1424 million for the three months ended ~~September~~June 30, ~~2012~~2013 due primarily to higher ~~transaction-related~~restructuring ~~costs~~charges ~~and~~for ~~restructuring~~the ~~charges~~three months ended June 30, 2014.

Results of Operations~~—Nine~~ – Six Months Ended ~~September~~June 30, ~~2013~~2014 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations:

	Nine Months Ended September 30,
	Six Months EndedJune 30,
(IN MILLIONS)	~~2013~~2014			~~2012~~2013
Revenues	$	43,~~092~~083		$	32,~~966~~705
Cost of revenues, exclusive of depreciation and amortization shown separately below		1,~~732~~319			1,~~649~~159
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		~~1,307~~970			~~1,293~~874
Depreciation and amortization		~~364~~286			~~367~~247
Restructuring charges		6337			5743
Operating income		~~626~~471			~~600~~382
Interest income		2			31
Interest expense		(~~227~~155	)		(~~284~~149	)
Foreign currency exchange transaction losses, net		(2333	)		(1216	)
Other income, net		—			3
Other expense, net		(48	)		(12	)
Income from continuing operations before income taxes and equity in net income of affiliates		~~378~~237			~~310~~206
Provision for income taxes		(~~104~~112	)		(9664	)
Equity in net income of affiliates		32			13
Income from continuing operations		~~277~~127			~~215~~145
Income from discontinued operations, net of tax		~~319~~—			37319
Net income	$	~~596~~127		$	~~252~~464

Consolidated Results for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~2014 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

Revenues

Revenues increased 314.20% to $43,~~092~~083 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 from $32,~~966~~705 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013, or 3an increase of 15.95% on a constant currency basis, ~~which~~excluding ~~excludes~~ a 01.75% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of the Arbitron and Harris Interactive acquisitions, revenues increased 3.6% (5.0% on a constant currency basis). Revenues within our Buy segment increased 2.5.0% (37.50% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, ~~while~~Buy segment revenues increased 2.4% (4.4% on a constant currency basis). Revenues within our Watch segment increased 428.32% (428.78% on a constant currency basis). Excluding the impact of the Arbitron acquisition, Watch segment revenues increased 5.5% (6.0% on a constant currency basis).

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 513.08% to $1,~~732~~319 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 from $1,~~649~~159 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013, or 5an increase of 14.78% on a constant currency basis, excluding a 01.70% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 69.15% (610.98% on a constant currency basis) due primarily to the ~~continued~~impact ~~global~~of ~~expansion~~the ofHarris ~~our~~Interactive ~~services~~acquisition in February 2014 and anthe ~~increase~~continued inglobal ~~retail~~expansion ~~measurement~~of ~~costs~~our services. Costs within our Watch segment increased 320.37% (321.60% on a constant currency basis) due primarily to ~~spending~~the onimpact ~~product~~of ~~portfolio~~the ~~management~~Arbitron acquisition in September 2013 partially offset by the impact of productivity initiatives.

Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization

Selling, general and administrative expenses increased 111.10% to $~~1,307~~970 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 from $~~1,293~~874 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013, or 1an increase of 12.94% on a constant currency basis, excluding a 01.84% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment ~~were~~increased ~~flat~~2.5% (04.82% on a constant currency basis) due primarily to the impact of the Harris Interactive acquisition in February 2014 as well as other investments associated with the global expansion of our services. Costs within our Watch segment ~~decreased~~increased 239.39% (~~a decrease of 1~~40.6% on a constant currency basis) due primarily to the impact of ~~productivity~~the Arbitron acquisition in September 2013 as well as the impact of investments in product development initiatives. Corporate costs ~~increased~~decreased by approximately $192 million primarily due to higher transaction-related costs in 2013.

Depreciation and Amortization

Depreciation and amortization expense was $~~364~~286 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~367~~247 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. This ~~decrease~~increase was primarily due to ~~certain assets becoming fully amortized during the period partially offset by~~ higher depreciation and amortization expense associated with ~~capital~~assets ~~expenditures~~acquired in business combinations.

For the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013, depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $~~109~~101 million and $~~107~~74 million, respectively.

Restructuring Charges

We recorded $6337 million in restructuring charges ~~related~~relating to employee severance associated with productivity initiatives ~~and~~for ~~contract termination costs during~~ the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014.

We recorded $5743 million in restructuring charges relating to employee severance associated with productivity initiatives and contract termination costs ~~during~~for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013.

Operating Income

Operating income for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 was $~~626~~471 million as compared to ~~operating income of~~ $~~600~~382 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. Operating income within our Buy segment was $~~270~~143 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~263~~161 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. Operating income within our Watch segment was $~~439~~376 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~389~~278 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. Corporate operating expenses were $8348 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to $5257 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013.

Interest Expense

Interest expense was $~~227~~155 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 as compared to $~~284~~149 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. This ~~decline~~increase is ~~due~~primarily driven by the interest expense allocated to our ~~refinancing~~discontinued ofoperations in the ~~11.5%~~six ~~senior~~months ~~notes~~ended ~~and~~June ~~our~~30, ~~8.5%~~2013 ~~senior~~as ~~secured~~discussed ~~term~~in ~~loan~~the “Discontinued Operations” section in “Factors Affecting Nielsen’s Financial Results” above and the ~~fourth~~increased ~~quarter~~debt balance in September 2013 related to Arbitron acquisition financing. This increase is partially offset by the refinancing of ~~2012~~Term Loan A and B in February 2013, the ~~impact~~maturity of ~~our~~the mandatory convertible debt in February of 2013, the refinancing of the ~~Class A,~~11.625% Bsenior notes in October 2013, and Cthe ~~senior~~partial ~~secured~~refinancing ~~term~~of ~~loans~~the 7.75% senior notes in ~~February~~April ~~2013~~2014.

Foreign Currency Exchange Transaction Losses, Net

Foreign currency exchange transaction losses, net, represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, ~~particularly the Euro,~~ have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.3237 to €1.00 for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to $1.2831 to €1.00 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013.

We incurred $23 million and $12 million in foreign currency exchange losses for the nine months ended September 30, 2013 and 2012, respectively. The loss in 2013 resulted primarily from the devaluation of the Venezuela Bolivars Fuertes as discussed in the “Foreign Currency” section of “Factors Affecting Nielsen’s Financial Results”, and fluctuations in certain foreign currencies associated with a portion of our intercompany loan portfolio. The loss in 2012 resulted primarily from fluctuations in certain foreign currencies associated with a portion of our intercompany loan portfolio. 36

~~Other~~We ~~Income~~incurred losses of $33 million and $16 million for the six months ended June 30, ~~Net~~2014 and 2013, respectively, resulting primarily from the devaluation of the Venezuela bolivars Fuertes as discussed in the “Foreign Currency” section of “Factors Affecting Nielsen’s Financial Results” as well as the fluctuations in certain foreign currencies associated with intercompany transactions.

~~The~~Other ~~other income~~Expense, ~~net~~Net for the nine months ended September 30, 2013 netted to zero and primarily relates to the write-off of deferred financing costs and other costs associated with the amendment to our Senior Secured Credit Agreement of $12 million and charges of $12 million associated with the unused bridge loan terminated as part of the Arbitron acquisition offset by the gain from the Scarborough step acquisition of $24 million.

Other expense, net of $48 million for the six months ended June 30, 2014, is primarily related to the “make-whole” premium associated with the partial redemption of our $7.75% Senior Notes due 2018, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class 38 D and E term loans, certain costs incurred in connection with the refinancings and the write down of a cost method investment.

~~The~~Other $3expense, ~~million~~net of ~~other~~$12 ~~income,~~million ~~net~~ for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013 primarily relates to ~~a $10 million gain on~~ the ~~purchase of a previously nonconsolidated business, partially offset by the~~ write-off of deferred financing costs and other costs associated with the amendment ~~and~~to ~~restatement~~our ~~of the~~ Senior Secured Credit ~~Facility~~Agreement.

Income Taxes

The effective tax rates for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 were 2747% and 31%, respectively. The tax rate for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 was higher than the statutory rate as a result of ~~the~~profit ~~tax~~mix ~~impact~~within ofvarious ~~the~~countries ~~Venezuela~~and ~~currency~~jurisdictions. ~~revaluation,~~The tax rate ~~differences~~for inthe ~~other~~six ~~jurisdictions~~months ~~where~~ended weJune ~~file~~30, ~~and~~2013 ~~accrual~~was ~~for~~higher ~~future~~than ~~audit~~the ~~settlements~~statutory ~~partially~~rate ~~offset by return to provision adjustments~~ as ~~well~~a asresult of the ~~favorable~~tax impact of ~~certain~~the ~~financing~~Venezuela ~~activities~~currency revaluation and ~~the~~accrual ~~release~~for offuture ~~tax~~audit ~~contingencies.~~settlements ~~The~~offset ~~tax~~by ~~rate for~~ the ~~nine~~favorable ~~months~~impact ~~ended~~of ~~September 30,~~ 2012 ~~was~~return ~~higher~~to ~~than~~provision ~~the~~adjustments ~~statutory~~as ~~rate~~well as the favorable impact of certain financing activities ~~was more than offset by the tax rate~~ and ~~other~~release ~~differences~~of ~~in other jurisdictions where the Company files~~ tax ~~returns~~contingencies.

Business Segment Results for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~2014 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

Revenues

The table below sets forth our segment revenue performance data for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, both on an as-reported and constant currency basis.

(IN MILLIONS)	~~Nine~~SixMonths ~~Months~~EndedJune ~~Ended September~~ 30, ~~2013 Reported~~2014Reported		~~Nine~~SixMonths ~~Months~~EndedJune ~~Ended September~~ 30, ~~2012 Reported~~2013Reported		% ~~Variance~~Variance2014 ~~2013~~ vs. ~~2012 Reported~~2013Reported			~~Nine~~Six Months ~~Ended~~EndedJune ~~September~~ 30, ~~2012 Constant Currency~~2013ConstantCurrency		% ~~Variance~~Variance2014 ~~2013~~ vs. ~~2012 Constant Currency~~2013ConstantCurrency
Revenues by segment
Buy	$	2,563	$	2,500		2.5	%	$	2,477		3.5	%
Buy(a)	$	1,737	$	1,655		5.0	%	$	1,624		7.0	%
Watch		1,529		1,466		4.3	%		1,460		4.7	%
Watch(b)		1,346		1,050		28.2	%		1,045		28.8	%
Total	$	4,092	$	3,966		3.2	%	$	3,937		3.9	%
Total(c)	$	3,083	$	2,705		14.0	%	$	2,669		15.5	%

(a)

The Buy segment includes the results of Harris Interactive for the six months ended June 30, 2014, commencing on February 3, 2014, the acquisition date. Excluding the impact from the Harris Interactive acquisition, total Buy revenue was $1,695 million, an increase of 2.4% (4.4% on a constant currency basis).

(b)	The Watch segment includes Arbitron results for the six months ended June 30, 2014. Excluding the impact from the Arbitron acquisition, total Watch revenue was $1,108 million, an increase of 5.5% (6.0% on a constant currency basis).

(c)

Total Nielsen revenue includes the results of both Arbitron (full period) and Harris Interactive (from February 3, 2014) for the six months ended June 30, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue was $2,803 million, an increase of 3.6% (5.0% on a constant currency basis).

Buy Segment Revenues

Revenues increased 2.5.0% to $21,~~563~~737 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 from $21,~~500~~655 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012,~~2013 or(7.0% anon ~~increase~~a constant currency basis). Excluding the impact of 3the Harris Interactive acquisition, revenues increased 2.54% (4.4% on a constant currency basis). Revenues from ~~Developing~~developing markets increased 31.1% (8.4% on a constant currency basis) and revenues from developed markets increased 6.9% (6.53% on a constant currency basis). ~~and~~Excluding the impact from the Harris Interactive acquisition, revenues from ~~Developed~~developed markets increased 23.1% (2.05% on a constant currency basis).

Revenues from Information services increased 2.95% to $1,~~964~~332 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 from $1,~~909~~300 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012,~~2013 ~~or an increase of 3~~(4.~~8% on a constant currency basis. Revenues from Developing markets increased 3.~~5% ~~(7.0%~~ on a constant currency basis),. Growth ~~for~~in ~~the~~Information ~~nine~~services ~~months~~was ~~ended~~driven ~~September 30,~~by ~~2013~~increased asclient ~~compared~~investment toin ~~the nine months September 30, 2012 due to the continued expansion of our~~ retail measurement ~~and~~in ~~services~~the todeveloping ~~both new and existing customers. Revenues from Developed~~ markets ~~increased~~as ~~2.6% (2.2% on a constant currency basis) for~~ the ~~nine~~addition ~~months~~of ~~ended~~new ~~September 30,~~clients ~~2013. These increases were driven primarily by increased client investment~~ in ~~retail~~developed ~~measurement including additional coverage in the U~~markets.S. ~~market.~~

Revenues from Insights services increased 1.4% to $599 million for the nine months ended September 30, 2013 from $591 million for the nine months ended September 30, 2012, (2.6% on a constant currency basis) primarily due to growth in the Asia Pacific markets. 37

Revenues from Insights services increased 14.1% to $405 million for the six months ended June 30, 2014 from $355 million for the six months ended June 30, 2013 (16.0% on a constant currency basis). Excluding the impact of the Harris acquisition, revenues from Insights services increased 2.3% (4.0% on a constant currency basis), driven largely by strength in developing markets.

Watch Segment Revenues

Revenues increased 428.32% to $1,~~529~~346 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 from $1,~~466~~050 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012,~~2013 ~~or 4~~(28.78% on a constant currency basis,). ~~primarily~~Excluding ~~driven~~the byimpact of the Arbitron acquisition, revenues increased 5.85% ~~growth~~(6.0% inon ~~Television~~a constant currency basis). Audience measurement revenue, excluding Arbitron, grew 5.8% (6.13% on a constant currency basis). The increase in Watch revenues was driven by ~~increases~~the incontinued ~~spending~~strength ~~from~~of ~~existing~~audience ~~customers~~measurement, ~~and~~which ~~international~~includes ~~expansion~~the momentum of our ~~services~~digital toofferings ~~both~~and ~~new~~double-digit ~~and~~growth ~~existing~~in ~~customers.~~our Advertiser Solutions business.

Business Segment Operating Income

We do not allocate items below operating income/(loss) to our business segments and therefore the table below sets forth a summary of operating income/(loss) at the business segment level for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 and ~~2012~~2013.

(IN MILLIONS)	~~Nine~~Six Months ~~Ended~~EndedJune ~~September~~ 30, ~~2013~~2014			~~Nine~~Six Months ~~Ended~~EndedJune ~~September~~ 30, ~~2012~~2013			~~Variance~~Variance2014 ~~2013~~ vs. ~~2012~~2013
Operating income/(loss) by segment
Buy	$	~~270~~143		$	~~263~~161		$	7(18	)
Watch		~~439~~376			~~389~~278			5098
Corporate and Eliminations		(8348	)		(5257	)		~~(31~~9	)
Total Nielsen	$	626		$	600		$	26
Total	$	471		$	382		$	89

Buy Segment Operating Income

Operating income was $~~270~~143 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~from~~as compared to $~~263~~161 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012.~~2013 ~~The~~as ~~increase was driven by~~ the revenue performance ~~discussed~~mentioned above ~~and~~was ~~lower~~more ~~restructuring~~than ~~cost~~ offset ~~in part~~ by anhigher ~~increase~~restructuring incharges, ~~retail~~depreciation ~~measurement~~and ~~cost~~amortization expense and stock-based compensation expense.

Watch Segment Operating Income

Operating income was $~~439~~376 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~from~~as compared to $~~389~~278 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. The increase was driven primarily by the revenue performance discussed above, ~~offset~~and inthe ~~part~~impact byof ~~increased~~productivity ~~investment~~initiatives inpartially ~~product~~offset ~~portfolio~~by ~~management~~higher ~~initiatives~~depreciation and amortization expense.

Corporate Expenses and Eliminations

Operating expenses were $8348 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 as compared to $5257 million for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 due primarily to higher restructuring ~~and~~charges ~~transaction-related~~for ~~costs.~~the six months ended June 30, 2013.

Liquidity and Capital Resources

Overview

~~Our~~We ~~contractual~~have ~~obligations,~~consistently ~~commitments~~generated ~~and~~strong ~~debt~~cash ~~service~~flows ~~requirements~~from ~~over~~operations, ~~the~~providing ~~next~~a ~~several~~source ~~years~~of ~~are~~funds ~~significant.~~of We$299 ~~expect~~million ~~that~~during ~~our~~the ~~primary~~six ~~source~~months ofended ~~liquidity~~June ~~will~~30, ~~continue~~2014 toas becompared ~~cash~~to ~~generated~~$270 ~~from~~million ~~operations~~for asthe ~~well~~six asmonths ~~existing~~ended ~~cash.~~June ~~At September~~ 30, 2013, ~~cash~~an ~~and~~increase ~~cash~~of ~~equivalents were~~ $~~725~~29 million ~~and~~or ~~our~~10.7%. We ~~total~~provide ~~indebtedness~~for ~~was~~additional ~~$6,909~~liquidity ~~million.~~through Inseveral ~~addition,~~sources asincluding ofmaintaining ~~September 30,~~an ~~2013,~~adequate wecash ~~had~~balance, ~~$622~~access ~~million~~to ~~available~~global ~~for~~funding ~~borrowing~~sources ~~under~~and ~~our~~a ~~senior~~committed ~~secured~~ revolving credit facility. ~~Our~~The ~~cash~~following ~~interest~~table ~~paid~~provides ~~for~~a summary of the ~~nine~~major ~~months~~sources ~~ended~~of ~~September 30,~~liquidity ~~2013~~as of and ~~2012~~for ~~was~~the ~~$196~~six ~~million~~months ~~and~~ended ~~$259 million~~June 30, ~~respectively.~~2014 and 2013:

Of the $725 million in cash and cash equivalents, approximately $322 million was held in jurisdictions outside the U.S. and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

(IN MILLIONS)	Six Months Ended June 30, 2014		Six Months Ended June 30, 2013
Net cash from operating activities	$	299	$	270
Cash and cash equivalents	$	289	$	1,154
Availability under Revolving credit facility	$	547	$	622

We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the revolving credit facility, will continue to provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next year. In addition we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities) in privately negotiated or open market transactions, by tender offer or otherwise. 38

Of the $289 million in cash and cash equivalents, approximately $276 million was held in jurisdictions outside the U.S. and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

We continue to focus on de-levering our balance sheet, extending debt maturities and reducing cash interest expense. In 2013 we re-priced $3 billion of our term loan facility, issued $625 million of 5.50% Senior Notes and redeemed certain of our notes issued with higher rates of interest. The below table illustrates the results of these efforts through the decrease in our weighted average interest rate and cash paid for interest over the six months ended June 30, 2014 and 2013, respectively.

	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Weighted average interest rate		4.22	%		4.52	%
Cash paid for interest, net of amounts capitalized (in millions)	$	147		$	149

In April 2014, we completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par. In addition, in April 2014 we entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement, which provides for three new classes of term loans, Class A Term Loans, Class B-1 Term Loans and Class B-2 Term Loans, in a combined principal amount of $3,180 million and €286 million, the proceeds of which, when combined with the net proceeds from the $750 million 5.0% Senior Notes, were used to repay and replace our existing Class D Term Loans maturing in February 2017 and the Class E Term Loans maturing in May 2016. Concurrent with the refinancing of the term loans, the existing $635 million revolving credit facility with a final maturity of April 2016 was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. Finally, in May 2014 we completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, we recorded a pre-tax charge of $45 million during the second quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancing’s.

In July 2014, we completed the issuance of $800 million aggregate principal amount of 5.0% Senior Notes due 2022. In addition, in July 2014, we completed the redemption of the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, we expect to record a pre-tax charge of approximately $51 million during the third quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.

Our contractual obligations, commitments and debt service requirements over the next several years are significant. We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the revolving credit facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, dividend payments and capital spending over the next year. In addition we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities) in privately negotiated or open market transactions, by tender offer or otherwise.

Covenant Compliance

In April 2014 we entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement. The financial covenant contained in our Fourth Amended and Restated Credit Agreement consists of a maximum leverage ratio applicable to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Senior Secured Credit Agreement) at the end of any calendar quarter to Covenant EBITDA (as defined in the Senior Secured Credit Agreement) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 5.50 to 1.00.

Failure to comply with this financial covenant would result in an event of default under our Fourth Amended and Restated Credit Agreement unless waived by our senior credit lenders. An event of default under our Fourth Amended and Restated Credit Agreement can result in the acceleration of our indebtedness under the facilities, which in turn would result in an event of default and

possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Fourth Amended and Restated Credit Agreement and this covenant are material to us. As of June 30, 2014, we were in full compliance with the financial covenant described above.

Revolving Credit Facility

In April 2014 we entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement, in connection with which the existing $635 million revolving credit facility was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. The Fourth Amended and Restated Credit Agreement contains a senior secured revolving credit facility under which Nielsen Finance LLC, TNC (US) Holdings, Inc., and Nielsen Holding and Finance B.V. can borrow revolving loans. The revolving credit facility can also be used for letters of credit, guarantees and swingline loans.

The senior secured revolving credit facility is provided under the Senior Secured Credit Agreement and so contains covenants and restrictions as noted above with respect to the Senior Secured Credit Agreement under the “Term loan facilities” section above. Obligations under the revolving credit facility are guaranteed by the same entities that guarantee obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.

As of June 30, 2014 and 2013, we had $25 million and zero borrowings outstanding and had outstanding letters of credit of $3 million and $13 million, respectively. As of June 30, 2014, we had $547 million available for borrowing under the revolving credit facility.

Dividends and Share Repurchase Program

N.V. remains committed to driving shareholder value as evidenced with the adoption of a quarterly cash dividend policy by our board of directors in 2013, under which N.V. has paid $167 million in cash dividends for the six months ended June 30, 2014 and $265 million in cash dividends during 2013. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will be subject to the board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of N.V.’s shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on N.V.’s common stock during 2013 and the six months ended June 30, 2014.

Declaration Date

Record Date

Payment Date

Dividend Per Share

January 31, 2013

March 6, 2013

March 20, 2013

0.16

May 2, 2013

June 5, 2013

June 19, 2013

0.16

July 25, 2013

August 28, 2013

September 11, 2013

0.20

October 22, 2013

November 25, 2013

December 9, 2013

0.20

February 20, 2014

March 6, 2014

March 20, 2014

0.20

May 1, 2014

June 5, 2014

June 19, 2014

0.25

On July 24, 2014, our Board declared a cash dividend of $0.25 per share on our common stock. The dividend is payable on September 11, 2014 to N.V.’s stockholders of record at the close of business on August 28, 2014.

~~Financing~~On ~~Transactions~~July 25, 2013, our Board approved a share repurchase program for up to $500 million of N.V.’s outstanding common stock. The primary purpose of the program is to mitigate dilution associated with N.V.’s equity compensation plans. Repurchases will be made in accordance with applicable securities laws from time to time in the open market depending on our management’s evaluation of market conditions and other factors. The program will be executed within the limitations of the existing authority granted at our 2014 Annual General Meeting of Shareholders. As of June 30, 2014, N.V. has purchased 1,330,232 shares of N.V.’s common stock at an average price of $44.63 per share (total consideration of approximately $59 million) under this program. The activity during the six months ended June 30, 2014 consisted of open market share repurchases and is summarized in the following table:

In February 2013, the Second Amended and Restated Senior Secured Credit Agreement (as amended, the “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 €290 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. As a result of this transaction, we 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 income/(expense), net in the condensed consolidated statement of operations.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that may yet be Purchased under the Plans or Programs
Balance as of December 31, 2013		289,839	$	39.49		289,839	$	488,554,427
2014 Activity
January 1- 31		—		n/a		—	$	488,554,427
February 1- 28		110,239	$	43.42		110,239	$	483,768,078
March 1- 31		241,091	$	46.85		241,091	$	472,472,783
April 1-30		269,972	$	44.47		269,972	$	460,467,412
May 1-31		211,848	$	47.20		211,848	$	450,467,820
June 1-30		207,243	$	47.44		207,243	$	440,635,906
Total		1,330,232	$	44.63		1,330,232

The 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 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 us and certain of our subsidiaries and affiliates to incur indebtedness and make investments.

In February 2013 and May 2013, secondary public offerings of 40.8 million shares and 40.3 million shares, respectively, of Holdings’ common stock were completed on behalf of certain selling stockholders, primarily comprised of the Sponsor group, at a price of $32.55 per share and $35.01 per share, respectively. All proceeds were received by the selling stockholders and the offering did not have a significant impact on our operating results or financial position.

In September 2013, we issued $625 million aggregate principal amount of 5.50% Senior Notes due 2021at par, with cash proceeds of approximately $616 million, net of fees and expenses. Concurrent with this issuance we called for redemption of all of our 11.625% Senior Notes due 2014 effective October 23, 2013, at a redemption price equal to 100% of the principal amount of such 2014 notes redeemed plus accrued and unpaid interest to the redemption date and an “applicable premium” as described in the indenture related to the 2014 notes. The redemption of the 11.625% Senior Note due 2014 will result in a pre-tax charge of $8 million in the fourth quarter of 2013.

Cash Flows

Operating activities. Net cash provided by operating activities was $~~590~~299 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, as compared to $~~459~~270 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. ~~The~~This increase inwas ~~cash~~driven ~~flows~~by ~~from~~the operating ~~activities~~income ~~was~~performance ~~primarily~~described ~~driven~~above ~~by timing of vendor~~ and ~~employee~~reductions ~~payroll~~in ~~payments~~interest paid. Our key collections performance measure, days billing outstanding (DBO), ~~remained~~decreased ~~flat~~by ~~for~~1 day as compared to the same period last year.

Investing activities. Net cash used in investing activities was $~~523~~372 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, as compared to net cash provided by investing activities of $~~362~~745 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. The primary driver for the ~~increase~~decrease was the net ~~payments~~proceeds ~~for~~received from the ~~Arbitron~~sale ~~acquisition~~of ~~partially~~our ~~offset~~Expositions bybusiness ~~the~~in ~~net~~2013 ~~proceeds~~as ~~received~~well ~~from~~as higher acquisition payments during the ~~sale~~six ofmonths ~~our~~ended ~~Expositions~~June ~~business.~~30, 2014 as compared to the same period for 2013.

Financing activities. Net cash ~~provided~~used byin financing activities was $~~390~~173 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to ~~a use of cash of~~ $97126 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. The ~~primary~~increase ~~driver~~in ~~for~~cash ~~the~~used ~~increase~~in ~~was~~financing activities is primarily ~~driven~~due by to the ~~results~~higher ofdividend ~~the~~payments ~~2013~~and ~~transactions~~share repurchasing, as described ~~under~~in the “~~Financing~~Dividends ~~Transactions~~and Share Repurchase Program” ~~partially~~section ~~offset~~above, byduring the ~~dividends~~six ~~paid~~months ended June 30, 2014 as ~~described~~compared ~~under~~to the ~~“Dividends”~~same ~~section~~period ~~below.~~of 2013.

Capital Expenditures

Investments in property, plant, equipment, software and other assets totaled $~~255~~171 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014 as compared to $~~225~~170 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013.

Dividends and Share Repurchase

On January 31, 2013, our board of directors adopted a cash dividend policy to pay quarterly cash dividends on Holdings’ outstanding common stock. The board also declared the first quarterly cash dividend of $0.16 per share, that was paid on March 20, 2013 to holders of record of the Holdings’ common stock on March 6, 2013. On May 2, 2013, our board of directors declared the second quarterly cash dividend of $0.16 per share, which was paid on June 19, 2013 to holders of record of Holdings’ common stock on June 5, 2013. On July 25, 2013, our board of directors approved a 25% increase of the quarterly cash dividend to $0.20 per share, which was paid on September 11, 2013 to holders of record of shares of Holdings’ common stock on August 28, 2013. On October 22, 2013, we declared a quarterly cash dividend of $0.20 per share, to be paid on December 9, 2013 to holders of record of shares of

Holding’s common stock on November 25, 2013. The dividend policy and the payment of future cash dividends are subject to the discretion of our board of directors.

On July 25, 2013, our board of directors approved a new share repurchase program for up to $500 million of Holdings’ outstanding common stock. The primary purpose of the program is to mitigate dilution associated with our equity compensation plans. Repurchases will be made in accordance with applicable securities laws from time to time in the open market depending on our management’s evaluation of market conditions and other factors. The program will be executed within the limitations of the existing authority granted at our 2013 Annual General Meeting of Shareholders. As of September 30, 2013 there have been no repurchases of shares under this program.

Covenant Compliance

Financial covenants contained in our Credit Agreement consist of a maximum leverage ratio and a minimum interest coverage ratio as related to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Credit Agreement) at the end of any calendar quarter to Covenant EBITDA (as defined in the Credit Agreement) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 6.25 to 1.0.

The interest coverage ratio requires that we not permit the ratio of Covenant EBITDA at the end of any calendar quarter to Consolidated Interest Expense (as defined in the Credit Agreement) for the four quarters then ended to be less than a specified threshold. The minimum permitted ratio is 1.50 to 1.0.

Failure to comply with either of these covenants would result in an event of default under our Credit Agreement unless waived by our senior credit lenders. An event of default under our Credit Agreement can result in the acceleration of our indebtedness under the facility, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the covenants described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Credit Agreement and these covenants are material to us. As of September 30, 2013, we were in full compliance with the covenants described above.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditure or capital resources.

Summary of Recent Accounting Pronouncements

~~Reclassification~~Discontinued ~~from accumulated other comprehensive income~~ Operations

In ~~February~~April ~~2013~~2014, the FASB issued an ~~accounting update~~ASU, “Reporting ofDiscontinued ~~Amounts~~Operations ~~Reclassified~~and ~~Out~~Disclosures of ~~Accumulated~~Disposals ~~Other~~of ~~Comprehensive~~Components ~~Income~~of an Entity”, tothat ~~improve~~raises the ~~transparency~~threshold offor ~~reporting~~a ~~reclassifications~~disposal ~~out~~to qualify as a discontinued operation and requires new disclosures of ~~accumulated~~both discontinued operations and certain other ~~comprehensive~~disposals ~~income~~that do not meet the definition of a discontinued operation. The WeASU is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have ~~presented~~or will have a major effect on an entity’s operations and financial reports. In addition, the guidance permits companies to have continuing cash flows and significant ~~amounts~~continuing ~~reclassified~~involvement ~~from~~with ~~each~~the disposed component. The ofASU ~~accumulated~~is ~~other~~effective ~~comprehensive~~for ~~income~~interim and ~~the~~annual ~~income~~reporting ~~statement~~periods ~~line~~beginning ~~items~~after ~~affected~~December by15, ~~the~~2014 ~~reclassification~~and inmust ~~Note~~be 6applied toprospectively. Early ~~the~~adoption ~~condensed~~is ~~consolidated~~permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The ~~This~~adoption ~~amended~~of ~~guidance~~this ~~does~~ASU is not expected to have ~~any~~a ~~other~~significant impact on our condensed consolidated financial statements.

Foreign Currency Matters

In March 2013, the 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 our interim and annual reporting periods in 2014. The adoption of this update isdid not ~~expected to~~ have a significant impact on our condensed consolidated financial statements.

~~Income~~Revenue ~~Taxes~~ Recognition

In ~~July~~May ~~2013~~2014, the FASB issued an ~~accounting~~ASU, ~~update~~“Revenue from Contracts with Customers”, as a new Topic (“~~Income~~ASC ~~Taxes:~~606”). The ~~Presentation~~new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an ~~Unrecognized~~amount ~~Tax~~that ~~Benefit~~reflects ~~When~~the consideration a ~~Net~~company ~~Operating~~expects ~~Loss~~to ~~Carryforward,~~receive ain ~~Similar~~exchange ~~Tax~~for ~~Loss~~those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a ~~Tax~~cumulative-effect ~~Credit~~adjustment ~~Carryforward~~as ~~Exists~~of ”the date of adoption. We ~~The~~are ~~update~~currently ~~provides~~assessing ~~guidance~~the onimpact of the adoption of this ASU will have on our condensed consolidated financial statements

financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. The update will be effective for interim and annual periods beginning after December 15, 2013 and may be applied on a retrospective basis. Early adoption is permitted. We do not expect the adoption of this update to have a significant impact on our condensed consolidated financial statements.

Commitments and Contingencies

~~Outsourced~~Legal ~~Services~~Proceedings ~~Agreements~~and Contingencies

InWe ~~February~~are ~~2013,~~subject weto ~~amended~~litigation ~~our Amended~~ and ~~Restated~~other ~~Master~~claims ~~Services~~in ~~Agreement (~~the ~~“MSA”),~~ordinary ~~dated~~course as of ~~October 1~~business, ~~2007~~some ~~with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”). The term~~ of ~~the~~which ~~MSA~~include ~~has~~claims ~~been extended~~ for ansubstantial ~~additional three years, so as to expire on December 31, 2020, with a one-year renewal option granted to Nielsen~~sums. InAccruals ~~addition, we~~ have ~~increased~~been ~~our~~recorded ~~commitment~~when ~~to purchase services from TCS (~~the ~~“Minimum~~outcome ~~Commitment”)~~is ~~from~~probable ~~$1.0~~and ~~billion~~can tobe ~~$2.5~~reasonably ~~billion over the life of the contract (from October 1, 2007), including a commitment to purchase at least $100 million in services per year (the “Annual Commitment”)~~estimated. ~~TCS’~~While ~~charges under~~ the ~~separate~~ultimate ~~Global~~results ~~Infrastructure~~of ~~Services~~claims ~~Agreement~~and ~~between~~litigation ~~the~~cannot ~~parties~~be ~~will~~determined, bewe ~~credited~~expect ~~against~~that the ~~Minimum~~ultimate ~~Commitment~~disposition ~~and~~of ~~the~~these ~~Annual~~matters ~~Commitment. TCS~~ will ~~globally~~not ~~provide~~have usa ~~with~~material ~~professional~~adverse ~~services~~effect ~~relating~~on toits ~~information~~operations ~~technology~~or ~~(including application development and maintenance), business process outsourcing, client service knowledge process outsourcing, management sciences, analytics, and~~ financial ~~planning and analytics~~condition. ~~As we order specific services under the Agreement~~However, ~~the~~depending ~~parties~~on ~~will execute Statements Of Work (“SOWs”) describing~~ the ~~specific scope of the services to be performed by TCS. The~~ amount ~~of the Minimum Commitment~~ and the ~~Annual~~timing, ~~Commitment~~an ~~may~~unfavorable beresolution ~~reduced~~of onsome ~~the~~or ~~occurrence~~all of ~~certain~~these ~~events,~~matters ~~some~~could ofmaterially ~~which~~affect ~~also~~our ~~provide~~future usresults ~~with~~of ~~the~~operations ~~right~~or tocash ~~terminate~~flows ~~the~~in ~~Agreement~~a orparticular ~~SOWs, as applicable~~period.

Other Contractual Obligations

Our other contractual obligations include capital lease obligations (including interest portion), facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services, the payment of principal and interest on debt and pension fund obligations.

Cyprus Agreement

As a result of this agreement, we 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. We do not expect this agreement to significantly impact future operating results.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Omitted under the reduced disclosure format permitted by General Instruction H of Form 10-Q.

Item 4. Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 43 30, 2014 (the “Evaluation Date”). Based on such evaluation and subject to foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2013 (the “Evaluation Date”). Based on such evaluation and subject to foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

(b)	Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Sunbeam Television Corp. (“Sunbeam”) filed a lawsuit in Federal District Court in Miami, Florida in April 2009. The lawsuit alleged that we violated Federal and Florida 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 was denied on May 13, 2013.

We are 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, we do expect that the ultimate disposition of these matters will not have a material adverse effect on our 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 our future results of operations or cash flows in a particular period.

Item 1A. Risk Factors

There have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013.

Item 5. Other Information

~~Iran Sanctions Related Disclosure~~ None.

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC). We are not presently aware that we and our consolidated subsidiaries have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the nine months ended September 30, 2013. In addition, we sought confirmation from companies that may be considered our affiliates as to whether they have knowingly engaged in any such reportable transactions or dealings during such period and, except as described below or as previously disclosed by us, are not presently aware of any such reportable transactions or dealings by such companies.

The Blackstone Group L.P (“Blackstone”), one of our Sponsors, informed us that it included disclosures, as reproduced below, in its quarterly report on Form 10-Q as filed with the SEC on August 8, 2013 as required by Section 13(r) of the Exchange Act. We have no involvement in or control over the activities of either of these companies, any of their predecessor companies or any of their subsidiaries, and we have not independently verified or participated in the preparation of Blackstone’s disclosure.

Blackstone Disclosure

Hilton Worldwide Inc., which may be considered our affiliate, provided the disclosure reproduced below in connection with activities during the second fiscal quarter of 2013. We have not independently verified or participated in the preparation of this disclosure.

“As previously disclosed, during the reporting period, certain individual employees at two Hilton-branded hotels in the United Arab Emirates received routine wage payments as direct deposits to their personal accounts at Bank Melli, an entity identified on the Specially Designated Nationals and Blocked Persons List (“SDN List”) maintained by the Office of Foreign Assets Control in the U.S. Department of the Treasury. Both of these hotels are owned by a third party, staffed by employees of the third-party owner and operated pursuant to a management agreement between the owner and a Hilton affiliate. In each case, these payments originated from the third-party owner’s account to the personal accounts of the employees at their chosen bank. During the reporting period, both hotels discontinued making direct deposits to accounts at Bank Melli. No revenues or net profits are associated with these transactions.

Also as previously disclosed, during the reporting period, several individuals stayed at the DoubleTree Kuala Lumpur, Malaysia, pursuant to a rate agreement between the hotel and Mahan Air, an entity identified on the SDN List. The rate agreement was terminated as of May 2, 2013. This hotel is staffed by employees of the third-party owner and operated pursuant to a management agreement between the owner and a Hilton affiliate. Under the rate agreement, which was entered into in the name of the owner, the hotel reserved a number of rooms for Mahan Air crew members at the DoubleTree Kuala Lumpur several times each week. Revenue and net profit received by Hilton attributable to Mahan Air crew hotel stays during the reporting period was approximately $430.”

Travelport Limited, which may be considered our affiliate, included the disclosure reproduced below in its Form 10-Q for the fiscal quarter ended June 30, 2013. We have not independently verified or participated in the preparation of this disclosure.

“As part of our global business in the travel industry, we provide certain passenger travel related GDS and airline IT Solutions services to Iran Air. We also provide certain airline IT Solutions services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption in the International Emergency Economic Powers Act permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control (“OFAC”). Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

Prior to and during the reporting period, we also provided airline IT Solutions services to Syrian Arab Airlines. These services were generally understood to be permissible under the same statutory travel exemption. The services were terminated following the May 2013 action by OFAC to designate this airline as a Specially Designated Global Terrorist pursuant to the Global Terrorism Sanctions Regulations.

The gross revenue and net profit attributable to these activities in the quarter ended June 30, 2013 were approximately $248,000 and $176,000, respectively.”

Item 6. Exhibits

The exhibit index attached hereto is incorporated herein by reference.

45 44

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		The Nielsen Company B.V. (Registrant)
Date:	October 23, 2013	/s/ Jeffrey R. Charlton
Date: July 29, 2014		/s/ Jeffrey R. Charlton
		Jeffrey R. Charlton Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer
		Jeffrey R. CharltonSenior Vice President and Corporate ControllerDuly Authorized Officer and Principal Accounting Officer

46 45

EXHIBIT INDEX

The agreements and other documents filed as exhibits to this quarterly report on Form 10-Q are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit Number		Description of Exhibits
ExhibitNumber		Description of Exhibits
10.1		Agreement Terminating the Amended and Restated Shareholders’ Agreement Regarding Nielsen Holdings N.V., dated as of August 14, 2013, with The Nielsen Company B.V., Valcon Acquisition B.V., Valcon Acquisition Holding (Luxembourg) S.ar.l. and funds associated with or designated by AlpInvest Partners, The Blackstone Group (“Blackstone”), The Carlyle Group (“Carlyle”), Centerview Partners, Hellman & Friedman LLC (“Hellman & Friedman”), Kohlberg Kravis Roberts & Co. (“KKR”) and Thomas H. Lee Partners (“THL”)
4.1		Indenture, dated as of April 11, 2014, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (as defined therein) and Law Debenture Trust Company of New York, as Trustee (incorporated herein by reference to the Current Report on Form 8-K filed on April 11, 2014 (File No. 333-191458))
10.2		Form of Letter Agreement with affiliates of each of Blackstone, Carlyle, Hellman & Friedman, KKR and THL, dated as of August 14, 2013
4.2		Amendment Agreement, dated April 22, 2014, among Nielsen Finance LLC, the other borrowers party thereto, the guarantors party thereto, Citibank, N.A., as administrative agent, and certain of the lenders (incorporated herein by reference to the Quarterly Report on Form 10Q filed on April 24, 2014 (File No. 001-35042))
10.3		Indenture, dated as of September 27, 2013, among The Nielsen Company (Luxembourg) S.ar.l., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as Trustee (incorporated herein by reference to the Current Report on Form 8-K filed on September 27, 2013 (File No. 333-142546-29))
4.3		Form of Fourth Amended and Restated Credit Agreement (incorporated herein by reference to the Quarterly Report on Form 10Q filed on April 24, 2014 (File No. 001-35042))
10.4		Amended and Restated Arbitron Inc. 2008 Equity Compensation Plan (incorporated herein by reference to the Registration Statement on Form S-8 filed by Nielsen Holdings N.V. on September 30, 2013 (File No. 333-191458))
4.4*		First Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee.
31.1		CEO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)
4.5*		Fourth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Deutsche Bank Trust Company Americas, as trustee
31.2		CFO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)
4.6*		Sixth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
4.7*		Twelfth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee.
101		The following financial information from The Nielsen Company B.V.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2013 and 2012, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2013 and 2012, (iii) Condensed Consolidated Balance Sheets at September 30, 2013 (Unaudited) and December 31, 2012, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2013 and 2012, and (v) the Notes to Condensed Consolidated Financial Statements.
4.8		Supplemental Indenture, dated as of July 8, 2014, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (identified therein) and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Current Report on Form 8-K filed on July 8, 2014 (File No. 001-35042)).
10.1		Nielsen Holdings Executive Annual Incentive Plan (incorporate herein by reference to the From DEF14A filed by Nielsen N.A. on April 14, 2014 (File No. 001-35042))
31.1*		CEO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)
31.2*		CFO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)
32.1*		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
101*		The following financial information from The Nielsen Company B.V.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2014 and 2013, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2014 and 2013, (iii) Condensed Consolidated Balance Sheets at June 30, 2014 (Unaudited) and December 31, 2013, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2014 and 2013, and (v) the Notes to Condensed Consolidated Financial Statements.

47 * Filed or furnished herewith

Filing Compare · Nielsen CO B.V.