UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended December 31, 2014
OR
¨	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 001-35042
 
Nielsen N.V.
(Exact name of registrant as specified in its charter)

The Netherlands	 	98-0662038	
(State of incorporation)	 	(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, including zip code, and telephone number, including
area code, of the registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
 
  Title of each class	 	Name of each exchange on which registered	
Common stock, par value €0.07 per share	 	New York Stock Exchange	
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   þ     No   ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨     No   þ
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   þ     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   þ     No   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer	 	þ	 	Accelerated filer	 	¨	
 	 	 	 	
Non-accelerated filer	 	¨   (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   þ
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates as of June 30, 2014, the last day of business of our most recently completed second fiscal quarter, was $14,737 million, based on the closing sale price of the registrant’s common stock as reported on the New York Stock Exchange on such date of $48.41 per share.
There were 371,263,447 shares of the registrant’s Common Stock outstanding as of January 31, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement of the registrant to be filed pursuant to Regulation 14A of the general rules and regulations under the Securities Exchange Act of 1934, as amended, for the 2015 annual meeting of stockholders of the registrant are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 
Table of Contents
 
 	 	 	PAGE	
PART I	 	 	 	
Item 1.	 	Business	3	
Item 1A.	 	Risk Factors	12	
Item 1B.	 	Unresolved Staff Comments	19	
Item 2.	 	Properties	20	
Item 3.	 	Legal Proceedings	20	
Item 4.	 	Mine Safety Disclosures	20	
 
PART II	 	 	 	
Item 5.	 	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21	
Item 6.	 	Selected Financial Data	24	
Item 7.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25	
Item 7A.	 	Quantitative and Qualitative Disclosures About Market Risk	51	
Item 8.	 	Financial Statements and Supplementary Data	54	
Item 9.	 	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	121	
Item 9A.	 	Controls and Procedures	121	
Item 9B.	 	Other Information	121	
 
PART III	 	 	 	
Item 10.	 	Directors, Executive Officers and Corporate Governance	122	
Item 11.	 	Executive Compensation	122	
Item 12.	 	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	122	
Item 13.	 	Certain Relationships and Related Transactions, and Director Independence	122	
Item 14.	 	Principal Accounting Fees and Services	122	
 
PART IV	 	 	 	
Item 15.	 	Exhibits, Financial Statement Schedules	123	
Signatures	124	

 
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The terms “Company,” “Nielsen,” “we,” “our” or “us,” as used herein, refer to Nielsen N.V. (formerly known as Nielsen Holdings N.V.) and our consolidated subsidiaries unless otherwise stated or indicated by context. The term “TNC B.V.,” as used herein, refers to The Nielsen Company B.V., the principal subsidiary of Nielsen.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “project” and other words of similar meaning. Such statements are not guarantees of future performance, events or results and involve potential risks and uncertainties. These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to:
·	the timing and scope of technological advances;	
·	management of ongoing organizational changes;	
·	consolidation in our customers’ industries that may reduce the aggregate demand for our services and put pricing pressure on us;	
·	customer procurement strategies that could put additional pricing pressure on us;	
·	general economic conditions, including the effects of the current economic environment on advertising spending levels, the costs of, and demand for, consumer packaged goods, media, entertainment and technology products and any interest rate or exchange rate fluctuations;	
·	goodwill and other intangible asset impairments;	
·	our substantial indebtedness;	
·	certain covenants in our debt documents and our ability to comply with such covenants;	
·	regulatory review by governmental agencies that oversee information gathering and changes in data protection laws;	
·	the ability to maintain the confidentiality of our proprietary information gathering processes and intellectual property;	
·	intellectual property infringement claims by third parties;	
·	risks to which our international operations are exposed, including local political and economic conditions, the effects of foreign currency fluctuations and the ability to comply with local laws and the ability to comply with applicable anti-bribery and economic sanctions laws;	
·	criticism of our audience measurement services;	
·	the ability to attract and retain customers, key personnel and sample participants;	
·	the effect of disruptions to our information processing systems;	
·	the effect of disruptions in the mail, telecommunication infrastructure and/or air services;	
·	the impact of tax planning initiatives and resolution of audits of prior tax years;	
·	future litigation or government investigations;	
·	the impact of competition;	
·	the financial statement impact of changes in generally accepted accounting principles; and	
·	the ability to successfully integrate our Company with acquired entities in accordance with our strategy.	
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this annual report on Form 10-K may not in fact occur or may prove to be materially different from the expectations expressed or implied by these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 
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PART I
 
Item 1.	 Business.	
Background and Business Overview
We are a leading global performance management company. The company provides to clients a comprehensive understanding of what consumers watch and what they buy and how those choices intersect.  We deliver critical media and marketing information, analytics and manufacturer and retailer expertise about what and where consumers buy (referred to herein as “Buy”) and what consumers read, watch and listen to (consumer interaction across the television, radio, online and mobile viewing and listening platforms referred to herein as “Watch”) on a local and global basis. 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 and our services cover more than 90 percent of the globe’s GDP and population .  We have significant investments in resources and associates all over the world, including in many emerging markets, and hold leading market positions in many of our services and geographies. Based on the strength of the Nielsen brand, our scale and the breadth and depth of our solutions, we believe we are the global leader in measuring and analyzing consumer behavior in the segments in which we operate.
We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect their sales and profitability. Our data and analytics solutions, which have been developed through substantial investment over many decades, are deeply embedded into our clients’ workflow. Our long-term client relationships are made up largely of multi-year contracts and high contract renewal rates. The average length of relationship with our top ten clients, which include The Coca-Cola Company, NBC Universal, Nestle S.A., The Procter & Gamble Company, Twenty-First Century Fox Inc. and the Unilever Group, is more than 30 years. Typically, before the start of each year, more than 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments.
We align our business into two reporting segments, Buy (consumer purchasing measurement and analytics) and Watch (media audience measurement and analytics). Our Buy and Watch segments are built on an extensive foundation of proprietary data assets designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses and manage their performance. The information from our Buy and Watch segments, when brought together, can deliver powerful insights into the effectiveness of branding, advertising and consumer choice by linking media consumption trends with consumer purchasing data to better understand behavior and better manage supply and demand as well as media spend, supply chain issues, and much more. We believe these integrated insights better enable our clients to enhance the return on both long-term and short-term investments.
Our Buy segment provides retail transactional measurement data, consumer behavior information and analytics primarily to businesses in the consumer packaged goods industry. According to Deloitte, the aggregate retail revenue of the Top 250 global retailers was over $4.3 trillion in 2012. 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. We track billions of sales transactions per month in retail outlets globally and our data is used to measure their sales and market share. We are the only company offering such extensive global coverage for the collection, provision and analysis of this information for consumer packaged goods. Our Buy services also enable our clients to better manage their brands, uncover new sources of demand, manage their supply chain issues, launch and grow new services, analyze their sales, improve their marketing mix and establish more effective consumer relationships. Within our Buy segment, we have two primary geographic groups, developed and emerging markets. Developed markets primarily include the United States, Canada, Western Europe, Japan, South Korea and Australia while emerging markets include Africa, Latin America, Eastern Europe, Russia, China, India and Southeast Asia. Our Buy segment represented approximately 56% of our consolidated revenues in 2014.
Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries across the television, radio, online and mobile viewing and listening platforms. According to ZenithOptimedia, a leading global media services agency, total global spending on advertising including television, radio, online and mobile platforms is projected to reach $545 billion by end of 2015.
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 our Watch segment, our ratings are the primary metrics used to determine the value of programming and advertising in the U.S. total television advertising marketplace, which was approximately $74 billion in 2013 according to PwC/IAB. In addition to the United States, we measure television viewing in 35 other countries. We also measure markets that account for approximately 75% of global internet users and offer mobile measurement and analytic services in 60 countries, including the United States, where we are the market leader. As a result of the acquisition of Arbitron Inc. in 2013, we now measure eight hours a day per person of dynamic media consumption. This acquisition allows us to measure unmeasured areas that are important to the industries and clients we serve, like streaming audio, out-
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of-home measurements for television consumption and deeper measurement of multicultural audiences in the U.S. Our Watch segment represented approximately 44% of our consolidated revenue in 2014.      
Our Company was founded in 1923 by Arthur C. Nielsen, Sr., who invented an approach to measuring competitive sales results that made the concept of “market share” a practical management tool. For over 90 years, we have advanced the practice of market research and media audience measurement to provide our clients a better understanding of their consumers. Our Company, incorporated in the Netherlands, was purchased on May 24, 2006 by a consortium of private equity firms (AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners, collectively the “Original Sponsors,” and together with subsequent investor Centerview Partners, the “Sponsors”). In January 2011, our Company consummated an initial public offering of our common stock and our shares trade on the New York Stock Exchange under the symbol “NLSN”. As of December 31, 2014, the Sponsors owned approximately 15% of our common stock.
Services and Solutions
What Consumers Buy
Our Buy segment provides retail transactional measurement data, consumer behavior information and analytics primarily to businesses in the consumer packaged goods industry. Within our Buy segment, in 2014, 68% of revenues came from Developed markets and 32% came from Emerging markets. For the year ended December 31, 2014, revenues from our Buy segment represented approximately 56% of our consolidated revenues. This segment has historically generated stable revenue streams that are characterized by multi-year contracts and high contract renewal rates. At the beginning of each year, over 60% of the segment’s revenue base for the upcoming year is typically committed under existing agreements. Our top five segment clients represented approximately 21% of our segment revenues for the year ended December 31, 2014 and the average length of relationship with these same clients is over 30 years. No single client accounted for 10% or more of our Buy segment revenues in 2014.
Retail Measurement Services
We are a global leader in retail measurement services. Our purchasing data provides market share, competitive sales volumes, and insights into such activities as distribution, pricing, merchandising and promotion. By combining this detailed information with our in-house expertise and professional consultative services, we produce valuable insights that help our clients improve their manufacturing, marketing and sales decisions and grow their market share.
Depending on the sophistication of each country’s retailer systems, we collect retail sales information from stores using electronic point-of-sale technology and/or teams of local field auditors. Stores within our worldwide retail network include grocery, drug, convenience and discount retailers, who, through various cooperation arrangements, share their sales data with us. The electronic retail sales information collected by stores through checkout scanners is transmitted directly to us. In certain emerging markets where electronic retail sales information is unavailable, we utilize field auditors to collect information through in-store inventory and price checks. For all information we collect, our stringent quality control systems validate and confirm the source data. The data is then processed into databases that clients access using our proprietary software that allows them to query the information, conduct customized analysis and generate reports and alerts.
Consumer Panel Measurement
We conduct consumer panels around the world that help our clients understand consumer purchasing dynamics at the household level. Among other things, this information offers insight into shopper behavior such as trial and repeat purchase for new products and likely substitutes, as well as customer segmentation. In addition, our panel data augments our retail measurement information providing blinded but detailed household demographics and can provide data in circumstances where we do not collect data from certain retailers.
Our consumer panels collect data from more than 250,000 household panelists across 27 countries that use in-home scanners to record purchases from each shopping trip. In the United States, for example, approximately 100,000 selected households, constituting a demographically balanced sample, participate in the panels. Data received from household panels undergo a quality control process including UPC verification and validation, before being processed into databases and reports. Clients may access these databases to perform analyses.
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Analytical Services
Utilizing our foundation of consumer purchasing information, we provide a wide and growing selection of consumer intelligence and analytical services that help clients make smarter business decisions throughout their product development and marketing cycles. We draw actionable insights from our retail and consumer panel measurement data sets, our online behavioral information, as well as a variety of other proprietary data sets.
We use consumer trends and comprehensive data analysis to advise our clients across their innovation process and apply a demand-driven approach to identify unmet consumer needs so they can develop breakthrough products. We use intelligence from comprehensive retail and consumer data analysis to inform client decisions on marketing spend for media, price, promotion and assortment. We help clients influence purchase decisions that shoppers make whether pre-store, in-store or online, and provide insights on how to market effectively along a shopper’s path to purchase. We also help clients drive profitable growth using demand-driven strategies that close the gap between consumer demand and sales, aligning what people want to what people buy.
What Consumers Watch
Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries across the television, radio, digital and mobile viewing and listening platforms. For the year ended December 31, 2014, revenues from our Watch segment represented approximately 44% of our consolidated revenues. This segment has historically generated stable revenue streams that are characterized by multi-year contracts and high contract renewal rates. At the beginning of each year, over 85% of the segment’s revenue base for the upcoming year is typically committed under existing agreements. Our top five clients represented 24% of segment revenues for the year ended December 31, 2014 and the average length of relationship with these same clients is more than 30 years. No customer accounted for 10% or more of our Watch segment revenues in 2014.
Television Audience Measurement Services
We are the global leader in television audience measurement. In the United States, which is by far the world’s largest market for television programming, broadcasters and cable networks use our television audience ratings as the primary currency to establish the value of their airtime and more effectively schedule and promote their programming. Advertisers use this information to plan television advertising campaigns, evaluate the effectiveness of their commercial messages and negotiate advertising rates.
We provide two principal television ratings services in the United States: measurement of national television audiences and measurement of local television audiences in all 210 designated local television markets. We use various methods to collect the data from households including electronic meters, which provide minute-by-minute viewing information for next day consumption by our clients, and written diaries. These households are meticulously identified using the U.S. Census as a model in order to properly and accurately model our national and local ratings. These methods enable us to collect not only television device viewing data but also the demographics of the audience (i.e., who in the household is watching), from which we calculate statistically reliable and accurate estimates of total television viewership. We have made significant investments over decades to build an infrastructure that can accurately and efficiently track television audience viewing, a process that has become increasingly complex as the industry has converted to digital transmission and integrated new technologies allowing for developments such as time-shifted viewing.
Our measurement techniques are constantly evolving to account for new television viewing behavior, increased fragmentation and new media technologies. For example, to help advertisers and programmers understand time-shifted viewing behavior, we created the “C3” ratings, which is a measure of how many people watch commercials during live and time-shifted viewing up to three days after the program aired. The C3 rating has become the primary metric for buying and selling advertising on national broadcast television. We are expanding our television audience measurement to incorporate viewing of video-on-demand and from connected devices such as gaming consoles. We are developing and testing ways to measure how consumers watch video on tablets and other devices, to help advertising and programmers incorporate this viewing behavior into their programming and advertising plans. In the U.S., we utilize a single-source TV and PC panel to provide information to clients about simultaneous usage of more than one screen (e.g., if a consumer uses Facebook while watching a TV program), unduplicated reach (i.e., total audience net of duplication across platforms), cause and effect analysis (e.g., if a TV advertisement spurs a consumer to view a specific website online) and program viewing behavior (e.g., what platforms consumers use to view certain programming). We are working with Twitter to establish a measurement of consumer interaction with television programming and social media to address the growing interest in social TV among advertisers and media players.
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We measure television viewing in 35 countries outside the United States, including Australia, Indonesia, Italy and South Korea. The international television audience measurement industry operates on a different model than in the United States. In many international markets, a joint industry committee of broadcasters in each individual country selects a single official audience measurement provider, which is designated the “currency” through an organized bidding process that is typically revisited every several years. We have strong relationships in these countries and see a significant opportunity to expand our presence into additional countries around the world.
Audio Audience Measurement Services
We provide independent measurement and consumer research primarily servicing radio, advertisers and advertising agencies in the audio industry. We estimate the size and composition of radio audiences in local markets and of audiences to network radio programming and commercials in the U.S. We refer to our local and network radio audience ratings services, collectively, as our “syndicated radio ratings services.” We provide our syndicated radio ratings services in local markets in the United States to radio broadcasters, advertising agencies, and advertisers. Our national services estimate the size and demographic composition of national radio audiences and the size and composition of audiences of network radio programs and commercials. Broadcasters use our data primarily to price and sell advertising time, and advertising agencies and advertisers use our data in purchasing advertising time.
In addition to the services described above, we also provide qualitative information about consumers, including their lifestyles, shopping patterns, and use of media in local markets and across the United States. Generally referred to as “qualitative services,” we market these services to customers of our syndicated radio ratings services who wish to demonstrate the value of their advertising propositions. We also market our quantitative and qualitative audience and consumer information to customers outside of our traditional base, such as the advertising sales organizations of local cable television companies, national cable and broadcast television networks, and out-of-home media sales organizations.
We provide software applications allowing our customers to access our proprietary databases of media and marketing information. These applications enable our customers to analyze this information more effectively for sales, management, and programming purposes. Some of our software applications also allow our customers to access data owned by third-parties, provided the customers have a separate license to use such third-party data.
We have developed our electronic Portable People Meter TM (“PPM ® ”) technology, which we deploy across many of our customer offerings and have licensed to other media information services companies to use in their media audience ratings services in countries outside of the United States. We have commercialized our PPM ratings service in 48 of the largest radio markets in the United States.
Digital Audience Measurement Services
We are a global provider of digital media and market research, audience analytics and social media measurement. We employ a variety of measurement offerings to provide digital publishers, internet and media companies, marketers and retailers with metrics to better understand the behavior of online audiences. Our digital measurement services have a presence in more than 40 countries including the United States, South Korea and Brazil – markets that account for approximately 75% of global internet users. Through a combination of patented panel and census data collection methods, we monitor and measure the internet surfing, online buying and video viewing (including television content) of digital audiences. We provide critical advertising metrics such as audience demographics, page and ad views, and time spent. As newer forms of digital media such as video advertising, social media and applications become a greater proportion of consumer behavior, we are transitioning our portfolio of digital services, including discontinuation of certain legacy services in certain markets and the launch of other services, to address the evolving requirements of measuring digital audiences and better serve our clients. Nielsen Social is the leading provider of social TV measurement, analytics and audience engagement solutions for TV networks, agencies and advertisers, helping the industry measure, understand and act on the activity and reach of TV-related conversation on Twitter. In addition to identifying, capturing and analyzing conversation on Twitter about every program across over 250 of the most popular U.S. television networks, Nielsen Social also tracks conversation on Twitter about over 1,500 brands on a 24/7 basis.  Through our exclusive agreement with Twitter we produce Nielsen Twitter TV Ratings, the first-ever measure of the total activity and reach, as well as demographics, of TV-related conversation on Twitter.
Along with tracking Twitter TV conversation around linear airtimes, we are also now tracking Twitter TV conversation in the U.S. on a 24/7 basis for over 650 series programs, including linear and over-the-top programming such as Netflix and Hulu.
In 2014, we launched this service in two international markets, Australia and Italy, and will launch in Mexico in 2015. Internationally, we are tracking conversation on Twitter about every program across more than 200 television networks and over 750 brands.
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Mobile Measurement Services
We provide independent measurement and consumer research for telecom and media companies in the mobile telecommunications industry. Clients, principally mobile carriers and device manufacturers, rely upon our data to make consumer marketing, competitive strategy and resource allocation decisions. In the United States, our metrics are a leading indicator for market share, customer satisfaction, device share, service quality, revenue share, content audience and other key performance indicators. We also benchmark the end-to-end consumer experience to pinpoint problem areas in the service delivery chain, track key performance metrics for mobile devices and identify key market opportunities (e.g., demand tracking for device features and services). To address the rapid growth of mobile internet consumption, we are expanding our capabilities to capture internet, video and other media on mobile devices. As mobile adoption continues globally, there is an opportunity for us to measure media and data content on mobile devices worldwide and to incorporate mobile measurement into a more comprehensive view of consumer media behavior. We offer mobile measurement and analytic services in 60 countries worldwide, including the United States, where we are a leader in the nascent market for mobile audience measurement, and are focused on expanding our presence in other markets.
Marketing Effectiveness
We provide a range of solutions to major advertisers, whether they are consumer packaged goods manufacturers, retailers, media companies, or other verticals such as automotive, telecom or financial services, to help validate and optimize their advertising spend. We quantify the effectiveness of advertising by reporting behavioral observations, attitudinal changes and actual offline purchase activity. We offer services specific to television, digital and social marketing to determine “resonance” or impact of specific campaigns, by measuring objectives such as breakthrough, brand recall, purchase intent and effect on product and brand loyalty. These services can also help clients determine which elements of their advertising campaigns are more or less effective, including frequency of repetition, length of commercial and context. As part of these efforts, we collect and analyze more than 16 million surveys annually to measure consumer engagement and recall of advertisements across television and online to provide important insights on advertising and content effectiveness.  
We also combine intelligence on what consumers watch and buy to inform client decisions on their advertising spend. We integrate data from our Buy segment and other third party sources, including our Nielsen Catalina Solutions joint venture, with Watch data on audience exposure to help assess the effect of an advertising campaign on purchase activity. We believe these and other offerings of consumer behavior data and marketing insights can provide value to advertisers as well as media content owners and distributors, and help these clients answer some of their most important marketing questions.
Competitive Advantages
We are faced with a number of competitors in the markets in which we operate. Some of our competitors in each market may have substantially greater financial, marketing and other resources than we do and may benefit from other competitive advantages. See “Competitive Landscape” and “Risk Factors”. We face competition, which could adversely affect our business, financial condition, results of operations and cash flow. Notwithstanding the challenges presented by the competitive landscape, we believe that we have several competitive advantages, including the following:
Global Scale and Brand. We provide a breadth of information and insights about consumers covering 90 percent of all population and GDP globally.  In our Buy segment, we track billions of sales transactions per month in retail outlets in more than 100 countries around the world. We also have approximately 250,000 household panelists across 27 countries. In our Watch segment, our ratings are the primary metrics used to determine the value of programming and advertising in the U.S. total television advertising marketplace, which was approximately $74 billion in 2013 according to PwC/IAB. We believe our footprint, independence, credibility and leading market positions will continue to contribute to our long-term growth and strong operating margins as the number and role of multinational companies expands. Our scale is supported by our global brand, which is defined by the original Nielsen code created by our founder, Arthur C. Nielsen, Sr.: impartiality, thoroughness, accuracy, integrity, economy, price, delivery and service.
Strong, Diversified Client Relationships. Many of the world’s largest brands rely on us as their information and analytics provider to create value for their business. We maintain long-standing relationships and multi-year contracts with high renewal rates due to the value of the services and solutions we provide. In our Buy segment, our clients include the largest consumer packaged goods and merchandising companies in the world such as The Coca-Cola Company, Kraft Foods and The Procter & Gamble Company, as well as leading retail chains such as Carrefour, Kroger, Safeway, Tesco, Walgreens and Wal-Mart Stores. In our Watch segment, our client base includes leading broadcast, radio, cable and internet companies such as CBS, Clear Channel Media, Disney/ABC, Facebook, Google, Microsoft, NBC Universal/Comcast, Twenty-First Century Fox, Inc., Time Warner, Twitter, Univision and Yahoo!; leading advertising agencies such as WPP, IPG, Omnicom, and Publicis; leading telecom companies such as AT&T, Verizon, Vodafone, and Nokia; and leading automotive companies such as Chrysler, Ford and Toyota. The average length of relationship with our top 10 clients across both our Buy and Watch segments is more than 30 years. In addition, due to our growing presence in
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emerging markets, we have cultivated strong relationships with local market leaders that can benefit from our services as they expand globally. Our strong client relationships provide both a foundation for recurring revenues as well as a platform for growth.
Enhanced Data Assets and Measurement Science. Our extensive portfolio of transactional and consumer behavioral data across our Buy and Watch segments enables us to provide critical information to our clients. For decades, we have employed advanced measurement methodologies that yield statistically accurate information about consumer behavior while having due regard for their privacy. Our particular expertise in panel measurement includes a proven methodology to create statistically accurate research insights that are statistically representative of designated audiences. This expertise is a distinct advantage as we extrapolate more precise insights from emerging large-scale census databases to provide greater granularity and segmentation for our clients. We continue to enhance our core competency in measurement science by improving research approaches and investing in new methodologies. We have also invested significantly in our data architecture to enable the integration of distinct large-scale census data sets including those owned by third parties. We believe that our expertise, established standards and increasingly granular and comprehensive data assets provide us with a distinct advantage as we deliver more precise insights to our clients.
Innovation. We have focused on innovation to deepen our capabilities, expand in new and emerging forms of measurement, enhance our analytical offerings and capitalize on industry trends. For example, we are investing in advanced delivery technologies to extend the value of the full suite of our data assets for our clients. We have further enhanced our information and analytics delivery platform, Nielsen Answers on Demand, to enable the management of consumer loyalty programs for retailers. The continued expansion of our Nielsen Campaign Ratings service provides “reach” metrics for TV and digital campaign ratings, and can offer advertisers and media companies a unique measurement of unduplicated audiences for their advertising and programming across television and online viewing.
Scalable Operating Model. Our global presence and operating model allow us to scale our services and solutions rapidly and efficiently. We have a long track record of establishing leading services that can be quickly expanded across clients, markets and geographies. Our global operations and technology organization enables us to achieve faster, higher quality outcomes for clients in a cost-efficient manner. Our flexible architecture allows us to incorporate leading third-party technologies as well as data from external sources, and enables our clients to use our technology and solutions on their own technology platforms. In addition, we work with leading technology partners such as IBM, Tata Consultancy Services and TIBCO, which allows for greater quality in client offerings and efficiency in our global operations.
Industry Trends
We believe companies, including our clients, require an increasing amount of data and analytics to set strategy and direct operations. This has resulted in a large market for business information and insight which we believe will continue to grow. Our clients are media, advertising and consumer packaged goods companies in the large and growing markets. We believe that significant economic, technological, demographic and competitive trends facing consumers and our clients will provide a competitive advantage to our business and enable us to capture a greater share of our significant market opportunity. We may not be able to realize these opportunities if these trends do not continue or if we are otherwise unable to execute our strategies. See “Risk Factors – We may be unable to adapt to significant technological change which could adversely affect our business” and “Risk Factors – Our international operations are exposed to risks which could impede growth in the future.”
Emerging markets present significant expansion opportunities. Brand marketers are focused on attracting new consumers in emerging countries as a result of the fast-paced population growth of the middle class in these regions. In addition, the retail trade in these markets is quickly evolving from small, local formats toward larger, more modern formats with electronic points of sale, a similar evolution to what occurred in developed markets over the last several decades. We provide established measurement methodologies to help give consumer packaged goods companies, retailers and media companies an accurate understanding of local consumers to allow them to harness growing consumer buying power in fast growing markets like Brazil, India and China.
Demographic shifts and changes in spending behavior are altering the consumer landscape. Consumer demographics and related trends are constantly evolving globally, leading to changes in consumer preferences and the relative size and buying power of major consumer groups. Shifts in population size, age, racial composition, family size and relative wealth are causing marketers continuously to re-evaluate and reprioritize their consumer marketing strategies. We track and interpret consumer demographics that help enable our clients to engage more effectively with their existing consumers as well as forge new relationships with emerging segments of the population.
The media landscape is dynamic and changing. Consumers are rapidly changing their media consumption patterns. The growing availability of the internet, and the proliferation of new formats and channels such as mobile devices, social networks and other forms of user-generated media have led to an increasingly fragmented consumer base that is more difficult to measure and analyze. In addition, simultaneous usage of more than one screen is becoming a regular aspect of daily consumer media consumption. We have effectively measured and tracked media consumption through numerous cycles in the industry’s evolution – from broadcast
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to cable, from analog to digital, from offline to online and from live to time-shifted. We believe our distinct ability to provide independent audience measurement and metrics across television, radio, online and mobile platforms helps clients better understand, adapt to and profit from the continued transformation of the global media landscape.
Consumers are more connected, informed and in control. More than three-quarters of the world’s homes have access to television, there are approximately 3 billion internet users around the globe, and mobile penetration rates have reached 96% globally. Advances in technology have given consumers a greater level of control of when, where and how they consume information and interact with media and brands. They can compare products and prices instantaneously and have new avenues to learn about, engage with and purchase products and services. These shifts in behavior create significant complexities for our clients. Our broad portfolio of measurement and analytical services enables our clients to engage consumers with more impact and efficiency, influence consumer purchasing decisions and actively participate in and shape conversations about their brands.
Increasing amounts of consumer information are leading to new marketing approaches. The advent of the internet and other digital platforms has created rapid growth in consumer data that is expected to intensify as more entertainment and commerce are delivered across these platforms. As a result, companies are looking for real-time access to more granular levels of data to understand growth opportunities more quickly and more precisely. This presents a significant opportunity for us to work with companies to effectively manage, integrate and analyze large amounts of information and extract meaningful insights that allow marketers to generate profitable growth.
Consumers are looking for greater value . Economic and social trends have spurred consumers to seek greater value in what they buy as exemplified by the rising demand for “private label” (store branded) products. This increased focus on value is causing manufacturers, retailers and media companies to re-evaluate brand positioning, pricing and loyalty. We believe companies will increasingly look to our broad range of consumer purchasing insights and analytics to more precisely and effectively measure consumer behavior and target their products and marketing offers at the right place and at the right price.
Our Growth Strategy
We believe we are well-positioned for growth worldwide and have a multi-faceted strategy that builds upon our brand, strong client relationships and integral role in measuring and analyzing the global consumer. Our growth strategy is also subject to certain risks. For example, we may be unable to adapt to significant technological changes such as changes in the technology used to collect and process data or in methods of television viewing. In addition, consolidation in our customers’ industries may reduce the aggregate demand for our services. See “Risk Factors.”
Continue to grow in emerging markets
Emerging markets (measured in our Buy segment) comprised approximately 32% of our 2014 Buy segment revenues (18% of our 2014 consolidated revenues) and represent a significant long-term opportunity for us given the growth of the middle class and the rapid evolution and modernization of the retail trade in these regions. Currently, the middle class is expanding significantly each year on a global basis, with Africa, Brazil, Russia, India and China currently contributing nearly half of all global consumption growth. Key elements of our strategy include:
·	Continuing to grow our existing services in local markets while simultaneously introducing into emerging markets new services drawn from our global portfolio;	
·	Partnering with existing clients as they expand their businesses into emerging markets and providing the high-quality measurement and insights to which they are accustomed; and	
·	Building relationships with local companies that are expanding beyond their home markets by capitalizing on the global credibility and integrity of the Nielsen brand.	
Continue to develop innovative services
We intend to continue emerging our service portfolio to provide our clients with comprehensive and advanced solutions. Key elements of our strategy include:
·	Further developing our analytics offerings across all facets of our client base to provide a more comprehensive offering and help our clients think through their most important challenges;	
·	Continuing to grow our leadership in measurement and insight services related to television, radio, digital and mobile and expanding our services in growth areas including social media to help our media clients more effectively reach their target audiences and better understand the value of their content; and	
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·	Continuing to expand our Marketing Effectiveness offering, which integrates our proprietary data and analytics from both the Buy and Watch segments, by emerging powerful tools to help clients better understand the effectiveness of advertising and the impact of advertising spend on consumer purchasing behavior.	
Continue to attract new clients and expand existing relationships
We believe that substantial opportunities exist to both attract new clients and to increase our revenue from existing clients. Building on our deep knowledge and the embedded position of our Buy and Watch segments, we expect to sell new and innovative solutions to our new and existing clients, increasing our importance to their decision making processes.
Continue to pursue strategic acquisitions to complement our leadership positions
We have increased our capabilities through investments and acquisitions in the areas of retail measurement, U.S. and international audience measurement, and advertising effectiveness for digital and social media campaigns. Going forward, we will consider select acquisitions of complementary businesses that enhance our product and geographic portfolio and can benefit from our scale, scope and status as a global leader.
Technology Infrastructure
We operate with an extensive data and technology infrastructure utilizing nine primary data centers in seven countries around the world. Our global database has the capacity to house approximately 40 petabytes of information, with our Buy segment processing approximately 7.6 billion purchasing data points each month in 2014 and our Watch segment processing approximately 2.3 billion tuning and viewing records each month in 2014, including Nielsen Audio. Our technology infrastructure plays an instrumental role in meeting service commitments to global clients and allows us to quickly scale our services across practice areas and geographies. Our technology platform utilizes an open approach that facilitates integration of distinct data sets, interoperability with client data and technology, and partnerships with leading technology companies such as IBM, Tata Consulting Services and TIBCO.
Intellectual Property
Our patents, trademarks, trade secrets, copyrights and all of our other intellectual property are important assets that afford protection to our business. Our success depends to a degree upon our ability to protect and preserve certain proprietary aspects of our technology and our brand. To ensure that objective, we control access to our proprietary technology. Our employees and consultants enter into confidentiality, non-disclosure and invention assignment agreements with us. We protect our rights to proprietary technology and confidential information in our business arrangements with third parties through confidentiality and other intellectual property and business agreements.
We hold a number of third-party patent and intellectual property license agreements that afford us rights to third-party patents, technology and other intellectual property. Such license agreements most often do not preclude either party from licensing our patents and technology to others. Such licenses may involve one-time payments or ongoing royalty obligations, and we cannot ensure that future license agreements can or will be obtained or renewed on acceptable terms, or at all.
Employees
As of December 31, 2014, we employed approximately 42,000 people worldwide. Approximately 20% of our employees are covered under collective bargaining agreements and an additional 14% are covered under works council agreements in Europe. We may become subject to additional agreements or experience labor disruptions which may result in higher operating costs over time. We actively invest in our employee relations and believe they are solid.
Competitive Landscape
There is no single competitor that offers all of the services we offer in all of the markets in which we offer them. We have many competitors worldwide that offer some of the services we provide in selected markets. While we maintain leading positions in many markets in which we operate, our future success will depend on our ability to enhance and expand our suite of services, provide reliable and accurate measurement solutions and related information, drive innovation that anticipates and responds to emerging client needs, strengthen and expand our geographic footprint, and protect consumer privacy. See “Risk Factors – We face competition, which could adversely affect our business, financial condition, results of operations and cash flow.” We believe our global presence and integrated portfolio of services are key assets in our ability to effectively compete in the marketplace. A summary of the competitive landscape for each of our segments is included below:
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What Consumers Buy
While we do not have one global competitor in our Buy segment, we face numerous competitors in various areas of our service in different markets throughout the world. Competition includes companies specializing in marketing research, in-house research departments of manufacturers and advertising agencies, retailers that sell information directly or through brokers, information management and software companies, and consulting and accounting firms. In retail measurement, our principal competitor in the United States is Information Resources, Inc., which is also present in some European and Asia/Pacific markets. Our retail measurement service also faces competition in individual markets from local companies. Our consumer panel services and analytics services have many direct and/or indirect competitors in all markets around the world including in selected cases GfK, Ipsos, Kantar and local companies in individual countries.
What Consumers Watch
While we do not have one global competitor in our Watch segment, we face numerous competitors in various areas of our operations in different markets throughout the world. We are the clear market leader in U.S. television audience measurement; however, there are many emerging players and technologies that will increase competitive pressure.  Numerous companies such as, Rentrak and TiVo are attempting to provide alternative forms of television audience measurement using, inter alia, set-top box data and panel-based measurement. Our principal competitor in television audience measurement outside the United States is Kantar, with companies such as GfK and Ipsos also providing competition in select individual countries.
Our primary competitor in the digital audience and campaign measurement solutions in the United States is comScore. Globally (including the United States), we face competition from additional companies that provide digital measurement and analytics services such as Oracle, Google Analytics, Adobe Analytics and IBM Digital Analytics as well as in the small but growing space of social measurement.  We are the market leader in the U.S. audio audience measurement. Our principal competitors include Triton and Kantar, which are developing technologies similar to our PPM ratings service.
Regulation
Our operations are subject to and affected by data protection laws in many countries. These laws constrain whether and how we collect personal data (i.e . , information relating to an identifiable individual), how that data may be used and stored, and whether, to whom and where that data may be transferred. Data collection methods that may not always be obvious to the data subject, like the use of cookies online, or that present a higher risk of abuse, such as collecting data directly from children, tend to be more highly regulated; and data transfer constraints can impact multinational access to a central database and cross-border data transfers.
Some of the personal data we collect may be considered “sensitive” by the laws of many jurisdictions because they may include certain demographic information and consumption preferences. Sensitive personal data typically are more highly regulated than non-sensitive data. Generally, this means that for sensitive data the data subject’s consent should be more explicit and fully informed and security measures surrounding the storage of the data should be more rigorous. The greater constraints that apply to the collection and use of sensitive data increase the administrative and operational burdens and costs of panel recruitment and management.
The attention privacy and data protection issues attract can offer us a competitive advantage. Because we recognize the importance of privacy to our panelists, our customers, consumers in general, and regulators, we devote dedicated resources to enhancing our privacy and security practices in our product development plans and other areas of operation, and participate in privacy policy organizations and “think tanks.” We do this to improve both our practices and the perception of Nielsen as a leader in this area.
Iran Sanctions Related Disclosure
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 year ended December 31, 2014. 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 previously disclosed by us, are not presently aware of any such reportable transactions or dealings by such companies. The information included in the section entitled “Item 5. Other Information – Iran Sanctions Related Disclosure” in the registrant’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, June 30 and September 30, 2014 (File No. 001-35042) is incorporated herein by reference.
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Recent Developments
On February 19, 2015, our Board declared a cash dividend of $0.25 per share on our common stock.  The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.
Financial Information about Segments and Geographic Areas
See Note 17 to our consolidated financial statements – “Segments,” for further information regarding our operating segments and our geographic areas.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports will be made available free of charge on our website at http://www.nielsen.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission (“SEC”). Information on our website is not incorporated by reference herein and is not a part of this report.
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 and our iPad App, NielsenIR, available on the App Store.
 
Item 1A.	 Risk Factors	
The risks described below are not the only risks facing us. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.
Risks Related to Our Business
We may be unable to adapt to significant technological change which could adversely affect our business.
We operate in businesses that require sophisticated data collection, processing systems, software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. We will be required to adapt to changing technologies, either by developing and marketing new services or by enhancing our existing services, to meet client demand.
Moreover, the introduction of new services embodying new technologies and the emergence of new industry standards could render existing services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our services. New services, or enhancements to existing services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.
Traditional methods of television viewing are changing as a result of fragmentation of channels and digital and other new television technologies and devices such as video-on-demand, digital video recorders, game consoles, tablets, other mobile devices and internet viewing. If we are unable to continue to successfully adapt our media measurement systems to new viewing habits, our business, financial position and results of operations could be adversely affected.
Our ability to successfully manage ongoing organizational changes could impact our business results.
We recently experienced senior leadership changes, and we continue to execute a number of significant business and organizational changes, including acquisitions, divestitures and workforce optimization projects to support our growth strategies. We expect these types of changes, which may include many staffing adjustments as well as employee departures, to continue for the foreseeable future. Successfully managing these changes, including retention of particularly key employees, is critical to our business success. We are generally a build-from-within company and our success is dependent on identifying, developing and retaining key employees to provide uninterrupted leadership and direction for our business. This includes developing organization capabilities in key growth markets where the depth of skilled or experienced employees may be limited and competition for these resources is intense. Finally, our financial targets assume a consistent level of productivity improvement. If we are unable to deliver expected productivity improvements, while continuing to invest in business growth, our financial results could be adversely impacted.
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Consolidation in the consumer packaged goods, media, entertainment, telecommunications and technology industries could put pressure on the pricing of our services, thereby leading to decreased earnings.
Consolidation in the consumer packaged goods, media, entertainment, telecommunications and technology industries could reduce aggregate demand for our services in the future and could limit the amounts we earn for our services. When companies merge, the services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume compression and loss of revenue. While we attempt to mitigate the revenue impact of any consolidation by expanding our range of services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and results of operations.
Client procurement strategies could put additional pressure on the pricing of our information services, thereby leading to decreased earnings.
Certain of our clients may continue to seek further price concessions from us. This puts pressure on the pricing of our information services, which could limit the amounts we earn. While we attempt to mitigate the revenue impact of any pricing pressure through effective negotiations and by providing services to individual businesses within particular groups, there can be no assurance as to the degree to which we will be able to do so, which could adversely affect our business, financial position and results of operations.
Continued adverse market conditions, particularly in the consumer packaged goods, media, entertainment, telecommunications or technology industries could adversely impact our revenue.
A number of adverse financial developments continue to impact the global financial markets. The current economic environment has witnessed continued malaise in consumer confidence and demand, impacting the demand for our customers’ products and services. Those reduced demands could adversely affect the ability of some of our customers to meet their current obligations to us and hinder their ability to incur new obligations until the economy and their businesses strengthen. The inability of our customers to pay us for our services and/or decisions by current or future customers to forego or defer purchases may adversely impact our business, financial condition, results of operations, profitability and cash flows and may continue to present risks for an extended period of time. We cannot predict the impact of economic slowdowns on our future financial performance.
We expect that revenues generated from our measurement and analytical services will continue to represent a substantial portion of our overall revenue for the foreseeable future. To the extent the businesses we service, especially our clients in the consumer packaged goods, media, entertainment, telecommunications and technology industries, are subject to the financial pressures of, for example, increased costs or reduced demand for their products, the demand for our services, or the prices our clients are willing to pay for those services, may decline.
During challenging economic times, clients, typically advertisers, within our Buy segment may reduce their discretionary advertising expenditures and may be less likely to purchase our analytical services, which would have an adverse effect on our revenue.
Clients within our Watch segment derive a significant amount of their revenue from the sale or purchase of advertising. During challenging economic times, advertisers may reduce advertising expenditures and advertising agencies and other media may be less likely to purchase our media information services, which would have an adverse effect on our revenue.
Our substantial indebtedness could adversely affect our financial health.
We have now and will continue to have a significant amount of indebtedness. As of December 31, 2014, we had total indebtedness of $6,862 million. Furthermore, the interest payments on our indebtedness could reduce the availability of our cash flow.
Our substantial indebtedness could have important consequences. For example, it could:
·	increase our vulnerability to the current general adverse economic and industry conditions;	
·	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, service development efforts and other general corporate purposes;	
·	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;	
·	expose us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;	
·	restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;	
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·	limit our ability to obtain additional financing for working capital, capital expenditures, service development, debt service requirements, acquisitions and general corporate or other purposes;	
·	limit our ability to adjust to changing market conditions;	
·	place us at a competitive disadvantage compared to our competitors that have less debt; and	
·	limit our ability to service our dividend and stock repurchases programs.	
In addition, the indentures governing our outstanding notes and our credit facilities contain financial and other restrictive covenants that will limit the ability of our operating subsidiaries to engage in activities that may be in our best interests in the long term. The failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further increase the risks associated with our substantial leverage.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.
To service our indebtedness, we will require a significant amount of cash as well as continued access to the capital markets. Our ability to generate cash and our access to the capital markets depend on many factors beyond our control.
Our ability to make payments on our indebtedness and to fund planned capital expenditures and product development efforts will depend on our ability to generate cash in the future and our ability to refinance our indebtedness. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We may not be able to generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidity needs. Our cash interest expense for the years ended December 31, 2014, 2013 and 2012 was $294 million, $304 million and $384 million, respectively. At December 31, 2014, we had $3,758 million of floating-rate debt under our senior secured credit facilities of which $2,601 million (excluding $500 million of forward swaps effective after December 31, 2014) was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $12 million ($38 million without giving effect to any of our interest rate swaps). We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness, including our senior secured credit facilities, on commercially reasonable terms or at all. See Note 11 to our consolidated financial statements – “Long-term Debt and Other Financing Arrangements,” for a description of our debt maturities.
The success of our business depends on our ability to recruit sample participants to participate in our research samples.
Our business uses scanners and diaries to gather consumer data from sample households as well as Set Meters, People Meters, Active/Passive Meters, PPM’s and diaries to gather television and audio audience measurement data from sample households. It is increasingly difficult and costly to obtain consent from households to participate in the surveys. In addition, it is increasingly difficult and costly to ensure that the selected sample of households mirrors the behaviors and characteristics of the entire population and covers all of the demographic segments requested by our clients. Additionally, as consumers adopt modes of telecommunication other than traditional telephone service, such as mobile, cable and internet calling, it may become more difficult for our services to reach and recruit participants for consumer purchasing and audience measurement services. If we are unsuccessful in our efforts to recruit appropriate participants and maintain adequate participation levels, our clients may lose confidence in our ratings services and we could lose the support of the relevant industry groups. If this were to happen, our consumer purchasing and audience measurement services may be materially and adversely affected.
Data protection laws may restrict our activities and increase our costs.
Various statutes and rules regulate conduct in areas such as privacy and data protection which may affect our collection, use, storage and transfer of personally identifiable information both abroad and in the United States. Compliance with these laws may require us to make certain investments or may dictate that we not offer certain types of services or only offer such services after making necessary modifications. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties. In addition, there is an increasing public concern regarding data and consumer protection issues, and the number of jurisdictions with data protection laws has been slowly increasing. There is also the possibility that the scope of existing privacy laws may be expanded. For example, several countries, including the United States, have regulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically, these regulations target sales activity and do not apply to survey research. If the laws were extended to include survey
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research, our ability to recruit research participants could be adversely affected. These or future initiatives may adversely affect our ability to generate or assemble data or to develop or market current or future services, which could negatively impact our business.
Our services involve the storage and transmission of proprietary information. If our security measures are breached and unauthorized access is obtained, our services may be perceived as not being secure and panelists and survey respondents may hold us liable for disclosure of personal data, and clients and venture partners may hold us liable or reduce their use of our services.
We store and transmit large volumes of proprietary information and data that contains personally identifiable information about individuals. Security breaches could expose us to a risk of loss of this information, litigation and possible liability and our reputation could be damaged. It may also make it more difficult to recruit panelists and survey respondents.  For example, hackers or individuals who attempt to breach our network security could, if successful, misappropriate proprietary information or cause interruptions in our services. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and resources to protect against or to alleviate problems. We may not be able to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target and, as a result, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose current and potential clients.
If we are unable to protect our intellectual property rights, our business could be adversely affected.
The success of our business will depend, in part, on:
·	obtaining patent protection for our technology and services;	
·	defending our patents, copyrights, trademarks, service marks and other intellectual property;	
·	preserving our trade secrets and maintaining the security of our know-how and data; and	
·	operating our business without infringing upon intellectual property rights held by third parties.	
We rely on a combination of contractual provisions, confidentiality procedures and the patent, copyright, trademark and trade secret laws of the United States and other countries to protect our intellectual property. These legal measures afford only limited protection and may not provide sufficient protection to prevent the infringement, misuse or misappropriation of our intellectual property. Intellectual property law in several foreign jurisdictions is subject to considerable uncertainty. There can be no assurances that the protections we have available for our proprietary technology in the United States and other countries will be available to us in all of the places we sell our services. Any infringement or misappropriation of our technology can have a negative impact on our business. The patents we own could be challenged invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with meaningful protection or commercial advantage. The expiration of our patents may lead to increased competition. Although our employees, consultants, clients and collaborators enter into confidentiality agreements with us, our trade secrets, data and know-how could be subject to unauthorized use, misappropriation or unauthorized disclosure. The growing need for global data, along with increased competition and technological advances, puts increasing pressure on us to share our intellectual property for client applications with others, which could result in infringement. Competitors may gain access to our intellectual property and proprietary information. Our trademarks could be challenged, which could force us to rebrand our services, result in a loss of brand recognition and require us to devote resources to advertising and marketing new brands. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. Given the importance of our intellectual property, we will enforce our rights whenever it is necessary and prudent to do so. Any future litigation, regardless of the outcome, could result in substantial expense and diversion of time and attention of management, may not be resolved in our favor and could adversely affect our business.
If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected.
We cannot be certain that we do not and will not infringe the intellectual property rights of others in operating our business. We may be subject to legal proceedings and claims in the ordinary course of our business, including claims that we have infringed third parties’ intellectual property rights. Any such claims of intellectual property infringement, even those without merit, could:
·	be expensive and time-consuming to defend;	
·	result in our being required to pay possibly significant damages;	
·	cause us to cease providing our services that incorporate the challenged intellectual property;	
·	require us to redesign or rebrand our services;	
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·	divert management’s attention and resources; or	
·	require us to enter into potentially costly royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property, although royalty or licensing agreements may not be available to us on acceptable terms or at all.	
Any of the above could have a negative impact on our operating profits and harm our future prospects and financial condition.
We generate revenues throughout the world which are subject to exchange rate fluctuations, and our revenues and net income may suffer due to currency translations and repatriation of earnings to the U.S.
We operate globally, deriving approximately 44% of revenues for the year ended December 31, 2014 in currencies other than U.S. dollars, with approximately 11% of revenues deriving in Euros. Our U.S. operations earn revenues and incur expenses primarily in U.S. dollars, while our European operations earn revenues and incur expenses primarily in Euros. Outside the United States and the Euro Zone, we generate revenues and expenses predominantly in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure. In certain instances, we may not be able to freely convert foreign currencies into U.S. dollars due to limitations placed on such conversions. Certain of the countries in which we operate, such as Venezuela, have currencies which are considered to be 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, net in the consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.
During 2014, as a result of further changes associated with the Venezuelan currency exchange rate mechanisms, we changed the exchange rate used to remeasure our Venezuelan subsidiaries’ financial statements in U.S. dollars. Based on facts and circumstances present at March 31, 2014, we 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 Exchange Agreement No. 25 between the Central Bank of Venezuela and the Venezuelan government, we believed that any future remittances for royalty and dividend payments would be transacted at the SICAD I exchange rate. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represented a more realistic exchange rate at which to remeasure the U.S. dollar value of the bolivar-denominated monetary assets and liabilities of our Venezuelan subsidiaries in the consolidated financial statements. However, since its implementation, we have not been successful in gaining access to U.S. dollars through SICAD I.  Due to the lack of access to the SICAD I auction system, as of December 31, 2014 we decided it was more likely that we would be able to gain access to U.S. dollars through the SICAD II mechanism to settle transactions conducted by the Company in Venezuela as it was created to provide an open mechanism that permits any company to request U.S. dollars for any purpose.  Accordingly, we concluded that the SICAD II exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities as of December 31, 2014. At December 31, 2014, the SICAD II exchange rate was 50.0 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar and the SICAD I exchange rate of 12.0 bolivars to the U.S. dollar.  As a result of these changes, we recorded a pre-tax charge of $52 million for the year ended December 31, 2014 in foreign currency exchange transaction losses, net in the consolidated statement of operations, reflecting the write-down of monetary assets and liabilities in the our Venezuelan operations.
As of December 31, 2014, of the $273 million in cash and cash equivalents, approximately $264 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.
Our international operations are exposed to risks which could impede growth in the future.
We continue to explore opportunities in major international markets around the world, including China, Russia, India and Brazil. International operations expose us to various additional risks, which could adversely affect our business, including:
·	costs of customizing services for clients outside of the United States;	
·	reduced protection for intellectual property rights in some countries;	
·	the burdens of complying with a wide variety of foreign laws;	
·	difficulties in managing international operations;	
·	longer sales and payment cycles;	
16

·	exposure to foreign currency exchange rate fluctuation;	
·	exposure to local economic conditions;	
·	limitations on the repatriation of funds from foreign operations;	
·	exposure to local political conditions, including adverse tax policies, civil unrest and seizure of assets by a foreign government; and	
·	the risks of an outbreak of war, the escalation of hostilities and acts of terrorism in the jurisdictions in which we operate.	
In countries where there has not been a historical practice of using consumer packaged goods retail information or audience measurement information in the buying and selling of advertising time, it may be difficult for us to maintain subscribers.
Criticism of our audience measurement service by various industry groups and market segments could adversely affect our business.
Due to the high-profile nature of our services in the media, internet and entertainment information industries, we could become the target of criticism by various industry groups and market segments. We strive to be fair, transparent and impartial in the production of audience measurement services, and the quality of our U.S. ratings services are voluntarily subject to review and accreditation by the Media Rating Council, a voluntary trade organization, whose members include many of our key client constituencies. However, criticism of our business by special interests, and by clients with competing and often conflicting demands on our measurement service, could result in government regulation. While we believe that government regulation is unnecessary, no assurance can be given that legislation will not be enacted in the future that would subject our business to regulation, which could adversely affect our business.
A loss of one of our largest clients could adversely impact our results of operations.
Our top ten clients accounted for approximately 23% of our total revenues for the year ended December 31, 2014. We cannot assure you that any of our clients will continue to use our services to the same extent, or at all, in the future. A loss of one or more of our largest clients, if not replaced by a new client or an increase in business from existing clients, would adversely affect our prospects, business, financial condition and results of operations.
We rely on third parties to provide certain data and services in connection with the provision of our current services.
We rely on third parties to provide certain data and services for use in connection with the provision of our current services. For example, our Buy segment enters into agreements with third parties (primarily retailers of fast-moving consumer goods) to obtain the raw data on retail product sales it processes and edits and from which it creates products and services. These suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us for this data or refuse altogether to license the data to us. In addition, we may need to enter into agreements with third parties to assist with the marketing, technical and financial aspects of expanding our services for other types of media. In the event we are unable to use such third party data and services or if we are unable to enter into agreements with third parties, when necessary, our business and/or our potential growth could be adversely affected. In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected.
We rely on a third party for the performance of a significant portion of our worldwide information technology and operations functions, various services and assistance in certain integration projects. A failure to provide these functions, services or assistance in a satisfactory manner could have an adverse effect on our business.
Pursuant to the terms of a seven-year agreement with a one-year option, effective February 2013, we are dependent upon Tata America International Corporation and Tata Consultancy Services Limited (collectively, “TCS”) for the performance of a significant portion of our information technology and operations functions worldwide, the provision of a broad suite of information technology and business process services, including general and process consulting, product engineering, program management, application development and maintenance, coding, data management, finance and accounting services and human resource services, as well as assistance in integrating and centralizing multiple systems, technologies and processes on a global scale. The success of our business depends in part on maintaining our relationships with TCS and their continuing ability to perform these functions and services in a timely and satisfactory manner. If we experience a loss or disruption in the provision of any of these functions or services, or they are not performed in a satisfactory manner, we may have difficulty in finding alternate providers on terms favorable to us, or at all, and our business could be adversely affected.
17

Long-term disruptions in the mail, telecommunication infrastructure and/or air service could adversely affect our business.
Our business is dependent on the use of the mail, telecommunication infrastructure and air service. Long-term disruptions in one or more of these services, which could be caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, civil unrest and/or acts of terrorism, could adversely affect our business, results of operations and financial condition.
Hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements may harm our business.
Our success depends on the efficient and uninterrupted operation of our computer and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the corruption or loss of data. While many of our services have appropriate disaster recovery plans in place, we currently do not have full backup facilities everywhere in the world to provide redundant network capacity in the event of a system failure. Despite any precautions we may take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability to deliver our services to our clients and could be costly to implement. Additionally, significant delays in the planned delivery of system enhancements and improvements, or inadequate performance of the systems once they are completed, could damage our reputation and harm our business. Finally, long-term disruptions in infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, civil unrest and/or acts of terrorism (particularly involving cities in which we have offices) could adversely affect our services. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.
The presence of our Global Technology and Information Center in Florida heightens our exposure to hurricanes and tropical storms, which could disrupt our business.
The technological data processing functions for certain of our U.S. operations are concentrated at our Global Technology and Information Center (“GTIC”) at a single location in Florida. Our geographic concentration in Florida heightens our exposure to a hurricane or tropical storm. These weather events could cause severe damage to our property and technology and could cause major disruptions to our operations. Although our GTIC was built in anticipation of severe weather events and we have insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits and/or we may have difficulty obtaining similar insurance coverage in the future. As such, a hurricane or tropical storm could have an adverse effect on our business.
Changes in tax laws and the continuing ability to apply the provisions of various international tax treaties may adversely affect our financial results and increase our tax expense.
Changes in tax laws, international treaties, regulations, related interpretations and tax accounting standards in the United States, the Netherlands and other countries in which we operate may adversely affect our financial results, particularly our income tax expense. For example, recent legislative proposals to reform U.S. taxation of non-U.S. earnings could have a material adverse effect on our financial results by subjecting a significant portion of our non-U.S. earnings to incremental U.S. taxation and/or by delaying or permanently deferring certain deductions otherwise allowed in calculating our U.S. tax liabilities. Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting (BEPS) project being undertaken by the Organisation for Economic Co-operation and Development (OECD). The OECD, which represents a coalition of member countries, is contemplating changes to numerous long-standing tax principles. These contemplated changes, if finalized and adopted by countries, could increase tax uncertainty and may adversely affect our provision for income taxes. Finally, governments are increasingly considering changes to tax law regimes as a means to cover budgetary shortfalls resulting from the current economic environment. These changes could result in higher taxation to Nielsen.
We face increasing competition, which could adversely affect our business, financial condition, results of operations and cash flow.
We are faced with a number of competitors in the markets in which we operate. Some of our competitors in each market may have substantially greater financial, marketing and other resources than we do and may in the future engage in aggressive pricing action to compete with us and provide better technology. Although we believe we are currently able to compete effectively in each of the various markets in which we participate, we may not be able to do so in the future or be capable of maintaining or further increasing our current market share. Our failure to compete successfully in our various markets could adversely affect our business, financial condition, results of operations and cash flow.
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We may be subject to antitrust litigation or government investigation in the future, which may result in an award of money damages or force us to change the way we do business.
In the past, certain of our business practices have been investigated by government antitrust or competition agencies, and we have on several occasions been sued by private parties for alleged violations of the antitrust and competition laws of various jurisdictions. Following some of these actions, we have changed certain of our business practices to reduce the likelihood of future litigation. Although each of these material prior legal actions have been resolved, there is a risk based upon the leading position of certain of our business operations that we could, in the future, be the target of investigations by government entities or actions by private parties challenging the legality of our business practices. Also, in markets where the retail trade is concentrated, regulatory authorities may perceive certain of our retail services as potential vehicles for collusive behavior by retailers or manufacturers. There can be no assurance that any such investigation or challenge will not result in an award of money damages, penalties or some form of order that might require a change in the way that we do business, any of which could adversely affect our revenue stream and/or profitability.
If we are unable to attract, retain and motivate employees, we may not be able to compete effectively and will not be able to expand our business.
Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve clients and expand our business, in many locations around the world. Competition for highly qualified, specialized technical and managerial, and particularly consulting personnel is intense. Recruiting, training and retention costs and benefits place significant demands on our resources. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our revenues.
We have suffered losses due to goodwill impairment charges in the past and could do so again in the future.
Goodwill and indefinite-lived intangible assets are subject to annual review for impairment (or more frequently should indications of impairment arise). In addition, other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of December 31, 2014, we had goodwill and intangible assets of $12,386 million. Any downward revisions in the fair value of our reporting units or our intangible assets could result in impairment charges for goodwill and intangible assets that could materially affect our financial performance.
Failure to successfully complete or integrate acquisitions into our existing operations could have an adverse impact on our business, financial condition and results of operations.
We regularly evaluate opportunities for strategic growth through tuck-in acquisitions. Potential issues associated with these acquisitions could include, among other things, our ability to realize the full extent of the benefits or cost savings that we expect to realize as a result of the completion of the acquisition within the anticipated time frame, or at all; receipt of necessary consents, clearances and approvals in connection with the acquisition; diversion of management’s attention from base strategies and objectives; and, with respect to acquisitions, including the acquisition of Arbitron, our ability to successfully combine our businesses with the business of the acquired company in a manner that permits cost savings to be realized, including sales and administrative support activities and information technology systems among our company and the acquired company, motivating, recruiting and retaining executives and key employees, conforming standards, controls, procedures and policies, business cultures and compensation structures among our company and the acquired company, consolidating and streamlining corporate and administrative infrastructures, consolidating sales and marketing operations, retaining existing customers and attracting new customers, identifying and eliminating redundant and underperforming operations and assets, coordinating geographically dispersed organizations, and managing tax costs or inefficiencies associated with integrating our operations following completion of the acquisitions. In addition, acquisitions outside of the United States increase our exposure to risks associated with foreign operations, including fluctuations in foreign exchange rates and compliance with foreign laws and regulations. If an acquisition is not successfully completed or integrated into our existing operations, our business, financial condition and results of operations could be adversely impacted.
 
 Item  1B.	 Unresolved Staff Comments	
Not applicable.
 
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 Item  2.	 Properties	
We lease property in approximately 600 locations worldwide. We also own eight properties worldwide, including our offices in Oxford, United Kingdom, Mexico City, Mexico and Sao Paulo, Brazil. Our leased property includes offices in New York, New York, Oldsmar, Florida and Markham, Canada. In addition, we are subject to certain covenants including the requirement that we meet certain conditions in the event we merge into or convey, lease, transfer or sell our properties or assets as an entirety or substantially as an entirety to, any person or persons, in one or a series of transactions.
 
 Item   3.	 Legal Proceedings	
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.
 
 Item  4.	 Mine Safety Disclosures	
Not Applicable.

 
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PART II
 
 I tem  5.	 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	
Our common stock is listed on the New York Stock Exchange and is traded under the symbol “NLSN.” At the close of business on February 1, 2015, there were 29 stockholders of record, including our parent company, Valcon Acquisition Holding (Luxembourg) S.á.r.l (“Luxco”), which owned approximately 13% of our common stock. We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held in “street name” by brokers.
The high and low reported sale prices per share for our common stock for the quarterly periods for the years ended December 31, 2014 and 2013 were as follows:
 
 	  	2014	 	  	2013	 	
Quarterly Period	  	High	 	  	Low	 	  	High	 	  	Low	 	
First	  	$	47.45	  	  	$	40.88	  	  	$	35.84	  	  	$	30.69	  	
Second	  	$	48.67	  	  	$	42.54	  	  	$	37.09	  	  	$	33.13	  	
Third	  	$	49.44	  	  	$	43.89	  	  	$	37.30	  	  	$	32.40	  	
Fourth	  	$	45.89	  	  	$	40.56	  	  	$	46.20	  	  	$	35.86	  	
In January 2013, our Board of Directors (the “Board”) adopted a cash dividend policy with the present intent to pay quarterly cash dividends on our outstanding common stock. Any decision to declare and pay dividends in the future will be made at the discretion of our Board 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 our shareholders, and are in compliance with all laws and agreements to which we are subject. In addition, our ability to pay dividends is limited by covenants in our senior secured credit facilities and in the indentures governing our notes. See the “Liquidity and Capital Resources” section of Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 11 to our consolidated financial statements – “Long-term Debt and Other Financing Arrangements,” for a description of our senior secured credit facility, debenture loans and these dividend restrictions.  
The below table summarizes the dividends declared and paid on our common stock for the years ended December 31, 2014 and 2013.
 
  	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	 	
 	 	July 24, 2014	 	 	 	August 28, 2014	 	 	 	September 11, 2014	 	 	$	0.25	 	
 	 	October 30, 2014	 	 	 	November 25, 2014	 	 	 	December 9, 2014	 	 	$	0.25	 	
No dividends were paid on our common stock during the year ended December 31, 2012.
21

In July 2013, our Board approved a share repurchase program for up to $500 million of our outstanding common stock. The primary purpose of the program is to mitigate dilution associated with our equity compensation plans. In addition, in October 2014 we announced that our board of directors approved a new share repurchase program for up to an additional $1 billion of our outstanding common stock. Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our evaluation of market conditions and other factors. This program will be executed within the limitations of the existing authority granted at the 2014 Annual General Meeting of Shareholders. During the fourth quarter 2014, we repurchased a total of 9,284,871 shares of our common stock for $391 million at an average price of $42.12 per share. The activity during the fourth quarter of 2014 consisted of open market share repurchases and is summarized in the following table:
 
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	 	
    October 1-31	 	 	223,047	 	 	$	42.72	 	 	 	223,047	 	 	$	1,404,363,449	 	
    November 1-30	 	 	5,387,545	 	 	$	41.09	 	 	 	5,387,545	 	 	$	1,182,970,041	 	
    December 1 - 31	  	 	3,674,279	  	  	$	43.58	  	  	 	3,674,279	  	  	$	1,022,830,101	 	
Total fourth quarter 2014	  	 	9,284,871	  	  	$	42.12	  	  	 	9,284,871	  	  	 	 	 	
Subsequent Event
On February 19, 2015, our Board declared a cash dividend of $0.25 per share on our common stock.  The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.    
Dividend Tax
In general, the Company must withhold tax (dividend tax) from dividends distributed on our common stock at the rate of 15 percent.
Dividends include, without limitation:
(i)	Distributions of profits (including paid-in capital not recognized for dividend tax purposes) in cash or in kind, including deemed and constructive dividends;	
(ii)	liquidation distributions and, generally, proceeds realized upon a repurchase of our common stock by the Company or upon the transfer of our common stock to a direct or indirect subsidiary of the Company, in excess of the average paid-in capital recognized for dividend tax purposes, with the exception of a repurchase that qualifies as a temporary portfolio investment (e.g. with a view to meeting obligations under an employee stock-option plan) or in certain specific cases where a specific statutory exemption applies;	
(iii)	the par value of our common stock issued or any increase in the par value of our common stock, except where such (increase in) the par value of our common stock is funded out of the Company’s paid-in capital recognized for dividend tax purposes; and	
(iv)	repayments of paid-in capital recognized for dividend tax purposes up to the amount of the Company’s profits ( zuivere winst ) unless the Company’s general meeting of stockholders has resolved in advance that the Company shall make such repayments and the par value of our common stock concerned has been reduced by a corresponding amount through an amendment of the Company’s articles of association.	
A holder of our common stock which is, or is deemed to be, resident in the Netherlands for the relevant tax purposes, is generally entitled to credit the dividend tax withheld against such holder’s liability to tax on income and capital gains or, in certain cases, to apply for a full refund of the withheld dividend tax.
A holder of our common stock which is not, is not deemed to be, and, in case the holder is an individual, has not elected to be treated as, resident in the Netherlands for the relevant tax purposes, may be eligible for a partial or full exemption or refund of the dividend tax under an income tax convention in effect between the Netherlands and the holder’s country of residence.
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In addition, generally a non-resident holder of our common stock that is not an individual may be entitled to an exemption from dividend withholding tax, provided that the following tests are satisfied:
(i)	such holder is, according to the tax law of a member state of the European Union or a state designated by ministerial decree that is a party to the agreement regarding the European Economic Area, resident in such state and is not transparent for tax purposes according to the tax law of such state;	
(ii)	any one or more of the following threshold conditions are satisfied:	
(a)	at the time the dividend is distributed by us, such holder has shares representing at least 5 percent of our nominal paid up capital;	
(b)	such holder has held shares representing at least 5 percent of our nominal paid-up capital for a continuous period of more than one year at any time during the four years preceding the time the dividend is distributed by us;	
(c)	such holder is connected with us within the meaning of article 10a, paragraph 4, of the Dutch Corporation Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ); or	
(d)	an entity connected with such holder within the meaning of article 10a, paragraph 4, of the Dutch Corporation Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ) holds at the time the dividend is distributed by us, shares representing at least 5 percent of our nominal paid up capital;	
(iii)	such holder is not considered to be resident outside the member states of the European Union or the states designated by ministerial decree that are a party to the agreement regarding the European Economic Area, under the terms of a double taxation treaty concluded with a third state; and	
(iv)	such holder does not perform a similar function as an investment institution ( beleggingsinstelling ) as meant by article 6a or article 28 of the Dutch Corporation Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ).	
Dividend distributions to a U.S. holder of our common stock (with an interest of less than 10 percent of the voting rights in our common stock) are subject to 15 percent dividend withholding tax, which is equal to the rate such U.S. holder may be entitled to under the current income tax treaty between the Netherlands and the United States (the “Treaty”). As such, there is no need to claim a refund of the excess of the amount withheld over the Treaty rate.
On the basis of article 35 of the Treaty, qualifying U.S. pension trusts are under certain conditions entitled to a full exemption from or refund of Netherlands dividend withholding tax.
Under the terms of domestic anti-dividend stripping rules, a recipient of dividends distributed on our common stock will not be entitled to an exemption from, reduction, refund, or credit of dividend tax if the recipient is not the beneficial owner of such dividends as meant in those rules.
Investors are advised to consult their professional advisers as to the tax consequences of purchase, ownership and disposition of our common stock.

 
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 Item  6.	 Selected Financial and Other Data	
The following table sets forth selected historical consolidated financial data as of the dates and for the periods indicated. The selected consolidated statement of operations data for the years ended December 31, 2014, 2013 and 2012 and selected consolidated balance sheet data as of December 31, 2014 and 2013 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The selected consolidated statement of operations data for the years ended December 31, 2011 and 2010 and selected consolidated balance sheet data as of December 31, 2012, 2011 and 2010 have been derived from our audited consolidated financial statements, which are not included in this annual report on Form 10-K.
The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The audited consolidated financial statements, from which the historical financial information for the periods set forth below have been derived, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this annual report on Form 10-K.
In March 2013, we completed the exit and shut down of one of our legacy online businesses and, in June 2013, we completed the sale of our Expositions business. These businesses are reported as discontinued operations, which requires retrospective restatement of prior periods to classify operating results of these businesses as discontinued operations.  See “Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations” for more information.
 
(IN MILLIONS, EXCEPT
PER SHARE AMOUNTS)	  	Year Ended December 31,	 	
	  	2014 (1)	 	  	2013 (2)	 	  	2012 (3)	 	  	2011 (4)	 	  	2010 (5)	 	
Statement of Operations Data:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Revenues	  	$	6,288	  	  	$	5,703	  	  	$	5,407	  	  	$	5,328	  	  	$	4,935	  	
Depreciation and amortization (6)	  	 	573	  	  	 	510	  	  	 	493	  	  	 	502	  	  	 	530	  	
Operating income	  	 	1,089	  	  	 	861	  	  	 	880	  	  	 	726	  	  	 	673	  	
Interest expense	  	 	300	  	  	 	309	  	  	 	390	  	  	 	449	  	  	 	619	 	
Income from continuing operations	  	 	381	  	  	 	431	  	  	 	242	  	  	 	61	  	  	 	146	 	
Income/(loss) from discontinued operations	 	 	—	 	 	 	305	 	 	 	30	 	 	 	26	 	 	 	(13	)	
Income from continuing operations per common share (basic)	  	 	1.01	  	  	 	1.16	  	  	 	0.67	  	  	 	0.17	  	  	 	0.53	 	
Income from continuing operations per common share (diluted)	  	 	1.00	  	  	 	1.14	  	  	 	0.66	  	  	 	0.17	  	  	 	0.52	 	
Cash dividends declared per common share	  	 	0.95	 	  	 	0.72	 	  	 	—	  	  	 	—	 	  	 	0.03	 	
 
 	  	December 31,	 	
(IN MILLIONS)	  	2014	 	  	2013	 	  	2012	 	  	2011	 	  	2010	 	
Balance Sheet Data:	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets	  	$	15,376	  	  	$	15,530	  	  	$	14,585	  	  	$	14,504	  	  	$	14,429	  	
Long-term debt including capital leases	  	 	6,862	  	  	 	6,640	  	  	 	6,579	  	  	 	6,762	  	  	 	8,550	  	

(1)	Income for year ended December 31, 2014 included $89 million in restructuring charges, $97 million of charges associated with certain debt retirement transactions and a $52 million charge associated with the change to the Venezuelan currency exchange rate mechanism.	
(2)	Income for year ended December 31, 2013 included $119 million in restructuring charges.	
(3)	Income for year ended December 31, 2012 included $85 million in restructuring charges and $121 million of charges associated with certain debt retirement transactions.	
(4)	Income for year ended December 31, 2011 included $83 million in restructuring charges and $333 million of charges associated with the initial public offering of the Company’s common stock and related debt retirement transactions and Sponsor agreement termination payments.	
(5)	Income for the year ended December 31, 2010 included $59 million in restructuring charges, $136 million of foreign currency transaction gains and $90 million of charges associated with certain debt retirement transactions.	
(6)	Depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $204 million, $162 million, $145 million, $161 million and $196 million for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively.	

 
24

 It em 7.	 Management’s Discussion and Analysis of Financial Condition and Results of Operations	
Introduction
The following discussion and analysis should be read together with the accompanying 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. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors.” 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 and will be, as the case may be, 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. See “Cautionary Statement Regarding Forward Looking Statements” in Part I of this Annual Report on Form 10-K. The terms “Company,” “Nielsen,” “we,” “our” or “us,” as used herein, refer to Nielsen N.V. and its consolidated subsidiaries unless otherwise stated or indicated by context.
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 (consumer interaction across the television, radio, online and mobile viewing and listening platforms referred to herein as “Watch”) on a global and local basis. Our measurement and analytical services 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 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., 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 a 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, operating income and Adjusted EBITDA (defined below). 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, more than 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 emerging markets, as well as through the cross-platform expansion of our analytical 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.
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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 measurement services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information), and analytical services 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 emerging markets. Developed markets primarily include the United States, Canada, Western Europe, Japan, Australia and South Korea while emerging 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, digital and mobile 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 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.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. The most significant of these policies relate to: revenue recognition; business combinations including purchase price allocations; accruals for pension costs and other post-retirement benefits; accounting for income taxes; and valuation of long-lived assets including goodwill and indefinite-lived intangible assets, computer software and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the valuation of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results could vary from these estimates under different assumptions or conditions. For a summary of the significant accounting policies, including critical accounting policies discussed below, see Note 1 – “Description of Business, Basis of Presentation and Significant Accounting Policies” – to our consolidated financial statements.
Revenue Recognition
We recognize revenues when persuasive evidence of an arrangement exists, services have been rendered or information has been delivered, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured.
A significant portion of our revenue is generated from information (primarily retail measurement and consumer panel services) and measurement (primarily from television, radio, internet and mobile audiences) services. We generally recognize revenue from the sale of services as the services are performed and delivered to the consumer, which is usually ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned. Substantially all of our customer contracts are non-cancelable and non-refundable.
Certain of our revenue arrangements include multiple deliverables and in these arrangements, the individual deliverables within the contract that have stand-alone value to the customer are separated and recognized upon delivery based upon our best estimate of their selling prices. These arrangements are not significant to our results of operations. In certain cases, software is included as part of these arrangements to allow our customers to view delivered information and is provided for the term of the arrangement and is not
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significant to the marketing effort and is not sold separately. Accordingly, software provided to our customers is considered to be incidental to the arrangements and is not recognized as a separate element.
A discussion of our revenue recognition policies, by segment, follows:
Buy
Revenue from our Buy segment, primarily from retail measurement services and consumer panel services, is recognized over the period during which the services are performed and information is delivered to the customer, primarily on a straight line basis.
We also provide insights and solutions to customers through analytical studies that are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the information has been delivered to the customer.
Watch
Revenue from our Watch segment is primarily generated from television, radio, online and mobile measurement services and recognized over the contract period, as the service is delivered to the customer, primarily on a straight-line basis.
Stock-Based Compensation
Expense Recognition
Our stock-based compensation programs are comprised of both stock options and restricted stock units (“RSUs”). We measure the cost of all stock-based payments, including stock options, at fair value on the grant date and recognize such costs within the consolidated statements of operations; however, no expense is recognized for stock-based payments that do not ultimately vest. We recognize expense associated with stock-based payments that vest upon a single date using the straight-line method. For those that vest over time, an accelerated graded vesting is used. We recorded $47 million, $47 million and $34 million of expense associated with stock-based compensation for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the aggregate grant date fair value of all outstanding vested and unvested options was $57 million and $47 million, respectively. As of December 31, 2014, approximately $27 million of unearned stock-based compensation related to unvested RSUs (net of estimated forfeitures) is expected to be recognized over a weighted average period of 3.2 years.
Fair Value Measurement
Determining the fair value of stock-based awards at the grant date requires considerable judgment. Stock-based compensation expense for time-based stock options is primarily based on the estimated grant date fair value using the Black-Scholes option pricing model, which considers factors such as estimating the expected term of stock options, expected volatility of our stock, and the number of stock-based awards expected to be forfeited due to future terminations. Some of the critical assumptions used in estimating the grant date fair value are presented in the table below:
 
 	Year Ended December 31,	 	
 	2014	 	 	2013	 	 	2012	 	
Expected life (years)	 	3.00-5.25	 	 	 	3.50-6.00	 	 	 	3.50 - 6.00	 	
Risk-free interest rate	 	0.87%-1.66	%	 	 	0.40%-1.99	%	 	 	0.38% - 0.83	%	
Expected dividend yield	 	1.77% - 2.39	%	 	 	0% - 2.19	%	 	 	0	%	
Expected volatility	 	23.50%-25.32	%	 	 	25.40%-27.60	%	 	 	28.00% - 30.30	%	
Weighted-average volatility	 	23.89	%	 	 	25.89	%	 	 	28.56	%	
We consider several factors in estimating the expected life of our options granted, including the expected lives used by a peer group of companies and the historical option exercise behavior of our employees, which we believe are representative of future behavior. For 2014 and 2013, expected volatility was based on our historical volatility.  For 2012, because of the Company’s limited trading history, expected volatility was based on a combination of the estimates of implied volatility of our peer group, our historical volatility adjusted for leverage and the implied volatility based on trading Nielsen call options.
In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. The total number of performance restricted shares to be earned is subject to achievement of cumulative performance goals for the three year period. Forty percent of the target award will be determined based on the Company’s relative total shareholder return and sixty percent of the target award will be determined based on free cash flow
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achievements.  The maximum payout is 200% of target.  The fair value of the target award related to free cash flow was the fair value on the date of the grant, and the fair value of the target awards related to relative shareholder return was based on the Monte Carlo model. Differences between actual results and these estimates could have a material effect on our financial results.
The assumptions used in calculating the fair value of stock-based awards represent our best estimates and, although we believe them to be reasonable, these estimates involve inherent uncertainties and the application of management’s judgment. If factors change and we employ different assumptions in the application of our option-pricing model in future periods or if we experience different forfeiture rates, the compensation expense that is derived may differ significantly from what we have recorded in the current year.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses, if any.
Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. We have designated October 1 st as the date in which the annual assessment is performed as this timing corresponds with the development of our formal budget and business plan review. We review the recoverability of our goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. We established, and continue to evaluate, our reporting units based on our internal reporting structure and define such reporting units at our operating segment level or one level below. The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily by an income approach using a discounted cash flow analysis and supplemented by a market-based approach.
A discounted cash flow analysis requires the use of various assumptions, including expectations of future cash flows, growth rates, discount rates and tax rates in developing the present value of future cash flow projections. Many of the factors used in assessing fair value are outside of the control of management, and these assumptions and estimates can change in future periods. Changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit, and therefore could affect the amount of potential impairment. The following assumptions are significant to our discounted cash flow analysis:
·	Business projections – expected future cash flows and growth rates are based on assumptions about the level of business activity in the marketplace as well as applicable cost levels that drive our budget and business plans. The budget and business plans are updated at least annually and are frequently reviewed by management and our board of directors. Actual results of operations, cash flows and other factors will likely differ from the estimates used in our valuation, and it is possible that differences and changes could be material. A deterioration in profitability, adverse market conditions and a slower or weaker economic recovery than currently estimated by management could have a significant impact on the estimated fair value of our reporting units and could result in an impairment charge in the future. Should such events or circumstances arise, management would evaluate other options available at that time that, if executed, could result in future profitability.	
·	Long-term growth rates – the assumed long-term growth rate representing the expected rate at which a reporting unit’s earnings stream, beyond that of the budget and business plan period, is projected to grow. These rates are used to calculate the terminal value, or value at the end of the future earnings stream, of our reporting units, and are added to the cash flows projected for the budget and business plan period. The long-term growth rate for each reporting unit is influenced by general market conditions as well as factors specific to the reporting unit such as the maturity of the underlying services. The long-term growth rates we used for each of our reporting units in our 2014 evaluation was 3%.	
·	Discount rates – the reporting unit’s combined future cash flows are discounted at a rate that is consistent with a weighted-average cost of capital that is likely to be used by market participants. The weighted-average cost of capital is our estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. The discount rate for each reporting unit is influenced by general market conditions as well as factors specific to the reporting unit. The discount rates we used in our 2014 evaluation of our reporting units were between 8.5% and 11.5%.	
These estimates and assumptions vary between each reporting unit depending on the facts and circumstances specific to that unit. We believe that the estimates and assumptions we made are reasonable, but they are susceptible to change from period to period.
We also use a market-based approach in estimating the fair value of our reporting units. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings as well as recent comparable transactions.
To validate the reasonableness of the reporting unit fair values, we reconcile the aggregate fair values of our reporting units to our enterprise market capitalization. Enterprise market capitalization includes, among other factors, the market value of our common stock and the appropriate redemption values of our debt.
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During 2014 we updated our reporting structure in a manner that changed the composition of our reporting units.  As a result of this change in reporting units, we performed an interim goodwill impairment analysis during 2014 immediately prior to the change and determined the estimated fair values of the impacted reporting units exceeded their carrying value (including goodwill).  As such, there was no impairment as a result of this change.
We did not have any indicators of impairment during the year ended December 31, 2014 that would require us to perform an interim impairment assessment.  Our annual impairment assessment, performed as of October 1, 2014, was based on the updated reporting structure and resulted in no impairment. Further all four reporting units have fair values exceeding carrying values by at least 20% as of the annual impairment assessment date.
We perform sensitivity analyses on our assumptions, primarily around both long-term growth rate and discount rate assumptions. Our sensitivity analyses include several combinations of reasonably possible scenarios with regard to these assumptions. However, we consistently test a one percent movement in both our long-term growth rate and discount rate assumptions. When applying these sensitivity analyses, we noted that the fair value was greater than the underlying book value for all of our reporting units. While management believes that these sensitivity analyses provide a reasonable basis on which to evaluate the recovery of our goodwill, other facts or circumstances may arise that could impact the impairment assessment and therefore these analyses should not be used as a sole predictor of impairment.
The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.
Pension Costs
We provide a number of retirement benefits to our employees, including defined benefit pension plans and post-retirement medical plans. Pension costs, in respect of defined benefit pension plans, primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Differences between this expected return and the actual return on these plan assets and actuarial changes are not recognized in the statement of operations, unless the accumulated differences and changes exceed a certain threshold. The excess is amortized and charged to the statement of operations over, at the maximum, the average remaining term of employee service. We recognize obligations for contributions to defined contribution pension plans as expenses in the statement of operations as they are incurred.
The determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, the expected return on plan assets, the assumed rate of compensation increases and longevity changes in the local jurisdictions. We provide retiree medical benefits to a limited number of participants in the U.S. and have ceased to provide retiree health care benefits to certain of our Dutch retirees. Therefore, retiree medical care cost trend rates are not a significant driver of our post retirement costs. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as turnover, retirement and mortality rates. Management reviews these assumptions periodically and updates them as necessary.
The discount rate is the rate at which the benefit obligations could be effectively settled. For our U.S. plans, the discount rate is based on a bond portfolio that includes only long-term bonds with an Aa rating, or equivalent, from a major rating agency. For the Dutch and other non-U.S. plans, the discount rate is set by reference to market yields on high-quality corporate bonds. We believe the timing and amount of cash flows related to the bonds in these portfolios are expected to match the estimated payment benefit streams of our plans.
To determine the expected long-term rate of return on pension plan assets, we consider, for each country, the structure of the asset portfolio and the expected rates of return for each of the components. For our U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on our principal plans by approximately $1 million per year. A similar 50 basis point decrease in the expected return on assets would increase pension expense on our principal Dutch plans by approximately $3 million per year. We assumed that the weighted-averages of long-term returns on our pension plans were 6.0%, 6.0% and 6.2% for the years ended December 31, 2014, 2013 and 2012, respectively. The actual return on plan assets will vary year to year from this assumption. Although the actual return on plan assets will vary from year to year, we believe it is appropriate to use long-term expected forecasts in selecting our expected return on plan assets. As such, there can be no assurance that our actual return on plan assets will approximate the long-term expected forecasts.
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Income Taxes
We have a presence in more than 100 countries. We have completed many material acquisitions and divestitures which have generated complex tax issues requiring management to use its judgment to make various tax determinations. We try to organize the affairs of our subsidiaries in a tax efficient manner, taking into consideration the jurisdictions in which we operate. Although we are confident that tax returns have been appropriately prepared and filed, there is risk that additional tax may be assessed on certain transactions or that the deductibility of certain expenditures may be disallowed for tax purposes. Our policy is to estimate tax risk to the best of our ability and provide accordingly for those risks and take positions in which a high degree of confidence exists that the tax treatment will be accepted by the tax authorities. The policy with respect to deferred taxation is to provide in full for temporary differences using the liability method.
Deferred tax assets and deferred tax liabilities are computed by assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The carrying value of deferred tax assets is adjusted by a valuation allowance to the extent that these deferred tax assets are not considered to be realized on a more likely than not basis. Realization of deferred tax assets is based, in part, on our judgment and various factors including reversal of deferred tax liabilities, our ability to generate future taxable income in jurisdictions where such assets have arisen and potential tax planning strategies. Valuation allowances are recorded in order to reduce the deferred tax assets to the amount expected to be realized in the future.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Long-Lived Assets
We are required to assess whether the value of our long-lived assets, including our buildings, improvements, technical and other equipment, and amortizable intangible assets have been impaired whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. We do not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows expected to be derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires us to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and our assessments change. No impairment indicators were noted for the years ended December 31, 2014, 2013 and 2012.
We capitalize software development costs with respect to major internal use software initiatives or enhancements. The costs are capitalized from the time that the preliminary project stage is completed, and we consider it probable that the software will be used to perform the function intended until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are generally amortized over periods of three to seven years. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the software cost is written down to estimated fair value and an impairment is recognized. These estimates are subject to revision as market conditions and as our assessments change. Impairment charges for the year ended December 31, 2014 were insignificant.
Factors Affecting Nielsen’s Financial Results
Acquisitions and Investments in Affiliates
Arbitron Inc.
On September 30, 2013, we completed the acquisition of Arbitron, 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
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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.
As part of the acquisition, we acquired the remaining 49.5% interest in Scarborough Research, a joint venture between us and Arbitron (“Scarborough”) that we historically accounted for under the equity method of accounting. We accounted for this transaction as a step-acquisition and calculated the fair value of the investment immediately before the acquisition to be $75 million. As a result, during the third quarter of 2013, we recorded a $24 million gain on the investment in Scarborough to other expense, net in the consolidated statement of operations. Commencing October 1, 2013, the financial results of Scarborough were included within our consolidated financial statements.
The acquisition was accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. Since the date of the acquisition occurred on the last day of the third quarter of 2013, the financial results of Arbitron were included within our consolidated financial statements commencing October 1, 2013. Our consolidated statement of operations for the year ended December 31, 2013 includes $134 million of revenues related to the Arbitron acquisition.
The purchase price was allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition. The following table summarizes the purchase price allocation:
 
(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	 	 	129	 	
Property and equipment	 	 	32	 	
Goodwill	 	 	947	 	
Amortizable intangible assets	 	 	472	 	
Other long term assets	 	 	2	 	
Deferred revenue	 	 	(47	)	
Other current liabilities	 	 	(53	)	
Deferred tax liabilities	 	 	(184	)	
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 allocation of the purchase price to goodwill and identified intangible assets was $947 million and $472 million, respectively. All of the Arbitron related goodwill and intangible assets are attributable to our Watch segment.
Intangible assets and their estimated useful lives consist of the following:
 
(IN MILLIONS)	 	 	 	 	 	 	
Description	 	Amount	 	 	Useful Life	 	
Customer–related intangibles	 	$	271	 	 	 	10 – 15 years	 	
Computer software	 	 	159	 	 	 	5 – 10 years	 	
Trade names and trademarks	 	 	31	 	 	 	3 - 5 years	 	
Covenants-not-to-compete	 	 	11	 	 	 	1 – 2 years	 	
Total	 	$	472	 	 	 	 	 	
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.
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We incurred acquisition-related expenses of $19 million and $9 million for the years ended December 31, 2013 and 2012, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the consolidated statement of operations.
The following unaudited pro forma information presents the consolidated results of our operations and Arbitron’s for the year ended December 31, 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:
 
 	  	Year Ended
December 31,	 	
(IN MILLIONS)	  	2013	 	  	2012	 	
Revenues	  	$	6,058	  	  	$	5,885	  	
Income from continuing operations	  	$	497	  	  	$	275	  	
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.
Nielsen Audio’s results of operations are fully reflected in our consolidated results of operations for the year ended December 31, 2014.
Other Acquisitions
For the year ended December 31, 2014, we paid cash consideration of $314 million associated with both current period and previously executed acquisitions (including Harris Interactive, Inc.), net of cash acquired. Had these current period’s acquisitions occurred as of January 1, 2014, the impact on our consolidated results of operations would not have been material.
For the year ended December 31, 2013, excluding Arbitron, we paid cash consideration of $43 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2013, the impact on our consolidated results of operations would not have been material.
For the year ended December 31, 2012, we paid cash consideration of $160 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2012, the impact on our consolidated results of operations would not have been material.
Discontinued Operations
In February 2014, Nielsen 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. In June 2014, the Company completed the sale of Harris Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and technology company in exchange for a minority stake in ITWP. The consolidated statements of operations reflect the operating results of Harris 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 $290 million.  The 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 consolidated statements of operations reflect the operating results of this business as a discontinued operation.
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Summarized results of operations for discontinued operations are as follows:
 
 	 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	 	2014	 	 	 	2013	 	 	 	2012	 	
Revenue	 	$	15	 	 	$	103	 	 	$	205	 	
Operating income	 	 	—	 	 	 	35	 	 	 	72	 	
Interest expense (1)	 	 	—	 	 	 	(8	)	 	 	(23	)	
Income from operations before income taxes	 	 	—	 	 	 	27	 	 	 	49	 	
Provision for income taxes	 	 	—	 	 	 	(12	)	 	 	(18	)	
Income from operations	 	 	—	 	 	 	15	 	 	 	31	 	
Gain on sale, net of tax	 	 	—	 	 	 	290	 	 	 	—	 	
Net income attributable to noncontrolling interest	 	 	—	 	 	 	—	 	 	 	(1	)	
Income from discontinued operations, net of tax	 	$	—	 	 	$	305	 	 	$	30	 	
(1)	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 years ended December 31, 2014, 2013 and 2012, interest expense of zero, $8 million and $23 million, respectively, and was allocated to discontinued operations.	
 Following are the major categories of cash flows from discontinued operations, as included in our consolidated statements of cash flows:
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Net cash provided by operating activities	 	$	—	 	 	$	36	 	 	$	67	 	
Net cash used in investing activities	 	 	—	 	 	 	—	 	 	 	(11	)	
Net cash used in financing activities	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	$	—	 	 	$	36	 	 	$	56	 	
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.
 
 	Year ended
December 31,
2014	 	 	Year ended
December 31,
2013	 	 	Year ended
December 31,
2012	 	
U.S. Dollar	 	56	% 	 	 	52	% 	 	 	51	% 	
Euro	 	11	% 	 	 	12	% 	 	 	12	% 	
Other Currencies	 	33	% 	 	 	36	% 	 	 	37	% 	
Total	 	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 7A.—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 $1.33 to €1.00, $1.33 to €1.00 and $1.29 to €1.00 for the years ended December 31, 2014, 2013 and 2012, 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 has been considered hyperinflationary since January 1, 2010 and accordingly, local currency transactions have been denominated in U.S. dollars since 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 consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.
33

During 2014, as a result of further changes associated with the Venezuelan currency exchange rate mechanisms, we changed the exchange rate used to remeasure our Venezuelan subsidiaries’ financial statements in U.S. dollars. Based on facts and circumstances present at March 31, 2014, we 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 Exchange Agreement No. 25 between the Central Bank of Venezuela and the Venezuelan government, we believed that any future remittances for royalty and dividend payments would be transacted at the SICAD I exchange rate. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represented a more realistic exchange rate at which to remeasure the U.S. dollar value of the bolivar-denominated monetary assets and liabilities of our Venezuelan subsidiaries in the consolidated financial statements. However, since its implementation, we have not been successful in gaining access to U.S. dollars through SICAD I.  Due to the lack of access to the SICAD I auction system, as of December 31, 2014 we decided it was more likely that it would be able to gain access to U.S. dollars through the SICAD II mechanism to settle transactions conducted by the Company in Venezuela as it was created to provide an open mechanism that permits any company to request U.S. dollars for any purpose.  Accordingly, we concluded that the SICAD II exchange rate should be used to re-measure our bolivar-denominated monetary assets and liabilities as of December 31, 2014. At December 31, 2014, the SICAD II exchange rate was 50.0 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar and the SICAD I exchange rate of 12.0 bolivars to the U.S. dollar.  As a result of these changes, we recorded a pre-tax charge of $52 million for the year ended December 31, 2014 in foreign currency exchange transaction losses, net in the consolidated statement of operations, reflecting the write-down of monetary assets and liabilities in the our Venezuelan operations.
We will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.
We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which excludes the 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 current period foreign 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 and, accordingly, 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 – Years Ended December 31, 2014, 2013 and 2012
The following table sets forth, for the periods indicated, the amounts included in our Consolidated Statements of Operations:
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Revenues	 	$	6,288	 	 	$	5,703	 	 	$	5,407	 	
Cost of revenues, exclusive of depreciation and amortization shown separately below	 	 	2,620	 	 	 	2,398	 	 	 	2,225	 	
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below	 	 	1,917	 	 	 	1,815	 	 	 	1,724	 	
Depreciation and amortization	 	 	573	 	 	 	510	 	 	 	493	 	
Restructuring charges	 	 	89	 	 	 	119	 	 	 	85	 	
Operating income	 	 	1,089	 	 	 	861	 	 	 	880	 	
Interest income	 	 	3	 	 	 	2	 	 	 	4	 	
Interest expense	 	 	(300	)	 	 	(309	)	 	 	(390	)	
Foreign currency exchange transaction losses, net	 	 	(71	)	 	 	(25	)	 	 	(17	)	
Other expense, net	 	 	(100	)	 	 	(9	)	 	 	(118	)	
Income from continuing operations before income taxes and equity in net (loss)/income of affiliates	 	 	621	 	 	 	520	 	 	 	359	 	
Provision for income taxes	 	 	(236	)	 	 	(91	)	 	 	(122	)	
Equity in net (loss)/income of affiliates	 	 	(4	)	 	 	2	 	 	 	5	 	
Income from continuing operations	 	 	381	 	 	 	431	 	 	 	242	 	
Income from discontinued operations, net of tax	 	 	—	 	 	 	305	 	 	 	30	 	
Net income	 	 	381	 	 	 	736	 	 	 	272	 	
Net loss attributable to noncontrolling interests	 	 	(3	)	 	 	(4	)	 	 	(1	)	
Net income attributable to Nielsen stockholders	 	$	384	 	 	$	740	 	 	$	273	 	
34

Net Income to Adjusted EBITDA Reconciliation
We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, goodwill and intangible asset impairment charges, stock-based compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items specifically described below.
Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.
We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.
Adjusted EBITDA should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
The below table presents a reconciliation from net income to Adjusted EBITDA for the years ended December 31, 2014, 2013 and 2012:
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Net income	 	$	381	 	 	$	736	 	 	$	272	 	
Income from discontinued operations, net	 	 	—	 	 	 	(305	)	 	 	(30	)	
Interest expense, net	 	 	297	 	 	 	307	 	 	 	386	 	
Provision for income taxes	 	 	236	 	 	 	91	 	 	 	122	 	
Depreciation and amortization	 	 	573	 	 	 	510	 	 	 	493	 	
EBITDA	 	 	1,487	 	 	 	1,339	 	 	 	1,243	 	
Equity in net loss/(income) of affiliates	 	 	4	 	 	 	(2	)	 	 	(5	)	
Other non-operating expense, net	 	 	171	 	 	 	34	 	 	 	135	 	
Restructuring charges	 	 	89	 	 	 	119	 	 	 	85	 	
Stock-based compensation expense	 	 	47	 	 	 	47	 	 	 	34	 	
Other items (a)	 	 	39	 	 	 	80	 	 	 	12	 	
Adjusted EBITDA	 	$	1,837	 	 	$	1,617	 	 	$	1,504	 	

(a)	For the year ended December 31, 2014, other items primarily consist of non-recurring costs. For the year ended December 31, 2013, other items consist primarily of one-time items associated with the acquisition of Arbitron, including non-cash purchase accounting adjustments and transaction-related costs. For the year ended December 31, 2012, other items primarily consist of transaction-related costs.	
Consolidated Results for the Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013
Revenues
Revenues increased 10.3% to $6,288 million for the year ended December 31, 2014 from $5,703 million for the year ended December 31, 2013, or 12.4% on a constant currency basis, which excludes a 2.1% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of the Arbitron and Harris Interactive acquisitions, revenues increased 2.4% (4.5% on a constant currency basis). Revenues within our Buy segment increased 3.4% (6.3% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, Buy segment revenues increased 0.8% (3.6% on a constant currency basis). Revenues within our Watch segment increased 20.4% (21.3% on a constant currency basis). Excluding the impact from the Arbitron acquisition, revenues within our Watch segment increased 4.9% (5.8% on a constant currency basis).
35

Cost of Revenues, Exclusive of Depreciation and Amortization
Cost of revenues increased 9.3% to $2,620 million for the year ended December 31, 2014 from $2,398 million for the year ended December 31, 2013, or 10.8% on a constant currency basis, excluding a 1.5% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 7.1% (9.3% on a constant currency basis) due primarily to the Harris Interactive acquisition in February 2014 and the continued global expansion of our services. Costs within our Watch segment increased 11.1% (11.7% on a constant currency basis) primarily due to the impact of the Arbitron acquisition on September 30, 2013 partially offset by the impact of productivity initiatives. Corporate costs increased by approximately $17 million in 2014 as compared to 2013.
Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization
Selling, general and administrative expenses increased 5.6% to $1,917 million for the year ended December 31, 2014 from $1,815 million for the year ended December 31, 2013, or an increase of 7.8% on a constant currency basis, excluding a 2.2% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 0.9 % (3.5% on a constant currency basis) due primarily to the Harris Interactive acquisition in February 2014, as well as other investments associated with the expansion of our services. Costs within our Watch segment increased 21.7% (22.4% on a constant currency basis) primarily due to the impact of the Arbitron acquisition on September 30, 2013, as well as the impact of other investments in product development initiatives. Corporate costs decreased by $10 million due to higher transaction-related costs in 2013.
Depreciation and Amortization
Depreciation and amortization expense from continuing operations was $573 million for the year ended December 31, 2014 as compared to $510 million for the year ended December 31, 2013. The increase was primarily driven by increases in depreciation and amortization expense associated with the assets acquired in business acquisitions. Depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations increased to $204 million for the year ended December 31, 2014 from $162 million for the year ended December 31, 2013.
Restructuring Charges
We recorded $89 million in restructuring charges for the year ended December 31, 2014, primarily related to employee severance associated with productivity initiatives.
We recorded $119 million in restructuring charges for the year ended December 31, 2013, primarily related to employee severance associated with productivity initiatives and contract termination costs.
Operating Income
Operating income for the year ended December 31, 2014 was $1,089 million compared to operating income of $861 million for the year ended December 31, 2013. Operating income of $358 million for the year ended December 31, 2014 within our Buy segment decreased from $399 million for the year ended December 31, 2013. Operating income within our Watch segment of $836 million for the year ended December 31, 2014 increased from $570 million for the year ended December 31, 2013. Corporate operating expenses decreased to $105 million for the year ended December 31, 2014 from $108 million for the year ended December 31, 2013.
Interest Expense
Interest expense was $300 million for the year ended December 31, 2014 compared to $309 million for the year ended December 31, 2013. The decline primarily related to the refinancing of Term Loan A and B in February 2013, the maturity of the mandatory convertible debt in February 2013, the refinancing of the 11.625% senior notes in October 2013, and the refinancing of the 7.75% senior notes in April and July 2014 partially offset by the increased debt balance in September 2013 related to Arbitron acquisition financing and the interest expense allocated to our discontinued operations in the year ended December 31, 2013 as discussed in the “Discontinued Operations” section in “Factors Affecting Nielsen’s Financial Results” above.
Foreign Currency Exchange Transaction Losses, Net
Foreign currency exchange transaction losses, net, represent the net loss on revaluation of certain cash, external debt, intercompany loans and other receivables and payables. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, particularly the Euro, have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.33 to €1.00 in each of the years ended December 31, 2014 and 2013.  
36

We incurred $71 million in net foreign currency exchange losses for the year ended December 31, 2014, resulting primarily from changes to the Venezuelan exchange rate mechanisms as discussed in the “Foreign Currency” section of “Factors Affecting Nielsen’s Financial Results” as well as the fluctuation in U.S. to Euro exchange rate associated with our European revolving credit facility and the fluctuations in certain foreign currencies associated with intercompany transactions.
We incurred $25 million in net foreign currency exchange losses for the year ended December 31, 2013, 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.
Other Expense, Net
Other expense, net of $100 million for the year ended December 31, 2014 is primarily related to the “make-whole” premium associated with the 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 D and E term loans and certain costs incurred in connection with the refinancings.
The $9 million of other expense, net for the year ended December 31, 2013 consists primarily of the write-off of deferred financing costs and other costs of $12 million associated with the amendment to our Senior Secured Credit Agreement,  charges of $12 million associated with the unused bridge loan terminated as part of the Arbitron acquisition and charges of approximately $8 million related to the redemption of all of our 11.625% Senior Notes due 2014, partially offset by the gain of $24 million from the step acquisition of Scarborough.
Income from Continuing Operations Before Income Taxes and Equity in Net Income of Affiliates
Income was $621 million for the year ended December 31, 2014 compared to $520 million for the year ended December 31, 2013 due primarily to the consolidated results mentioned above.
Income Taxes
The effective tax rates for the years ended December 31, 2014 and 2013 were 38% and 18%, respectively.
The effective tax rate for the year ended December 31, 2014 was higher than the Dutch statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, the effect of global licensing activities and foreign distributions, withholding and foreign taxes as well as state and local income taxes offset by the favorable impact of certain financing activities.   The effective tax rate for the year ended December 31, 2013 was lower than the statutory expense rate due to the favorable impact of certain financing activities, release of valuation allowances and favorable impacts of  provision to return adjustments.
At December 31, 2014 and 2013, we had gross uncertain tax positions of $452 million and $475 million, respectively. We also have accrued interest and penalties associated with these uncertain tax positions as of December 31, 2014 and 2013 of $41 million and $52 million, respectively.
Estimated interest and penalties related to the underpayment of income taxes is classified as a component of our provision or benefit for income taxes. It is reasonably possible that a reduction in a range of $23 million to $45 million of uncertain tax positions may occur within the next twelve months as a result of projected resolutions of worldwide tax disputes.
Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where statutory rates are lower and earnings being higher than anticipated in countries where statutory rates are higher, by changes in the valuation of our deferred tax assets, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.
Adjusted EBITDA
Adjusted EBITDA increased 13.6% to $1,837 million for the year ended December 31, 2014 from $1,617 million for the year ended December 31, 2013, or 16.5% on a constant currency basis. Our Adjusted EBITDA margin increased to 29.21% for the year ended December 31, 2014 from 28.35% for the year ended December 31, 2013. See “Results of Operations – (Years Ended December 31, 2014, 2013 and 2012)” for the reconciliation of net income to Adjusted EBITDA.
37

Consolidated Results for the Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
Revenues
Revenues increased 5.5% to $5,703 million for the year ended December 31, 2013 from $5,407 million for the year ended December 31, 2012, or 6.4% on a constant currency basis, which excludes a 0.9% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact from the acquisition of Arbitron, revenues increased 3.0% (3.9% on a constant currency basis). Revenues within our Buy segment increased 1.9% (3.1% on a constant currency basis) while revenues within our Watch segment increased 11.2% (11.7% on a constant currency basis). Excluding the impact from the acquisition of Arbitron, revenues within our Watch segment increased 4.7% (5.2% on a constant currency basis).
Cost of Revenues, Exclusive of Depreciation and Amortization
Cost of revenues increased 7.8% to $2,398 million for the year ended December 31, 2013 from $2,225 million for the year ended December 31, 2012, or 8.5% on a constant currency basis, excluding a 0.7% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 4.9% (5.8% on a constant currency basis) due primarily to investments in the continued global expansion of our services as well as investment in our footprint in the emerging markets. Costs within our Watch segment increased 12.6% (13.2% on a constant currency basis) primarily due to the impact of the Arbitron acquisition on September 30, 2013 and spending on product portfolio management initiatives. Corporate costs increased by approximately $3 million in 2013 as compared to 2012.
Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization
Selling, general and administrative expenses increased 5.3% to $1,815 million for the year ended December 31, 2013 from $1,724 million for the year ended December 31, 2012, or an increase of 6.1% on a constant currency basis, excluding a 0.8% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 0.8 % (1.7% on a constant currency basis) due primarily to increases in client service costs and other investments associated with the global expansion of our services. Costs within our Watch segment increased 14.6% (15.5% on a constant currency basis) primarily due to the impact of the Arbitron acquisition on September 30, 2013. Corporate costs increased by $21 million due to higher transaction-related costs.
Depreciation and Amortization
Depreciation and amortization expense from continuing operations was $510 million for the year ended December 31, 2013 as compared to $493 million for the year ended December 31, 2012. The increase was primarily driven by increases in depreciation and amortization expense associated with the tangible and intangible assets acquired as part of the Arbitron acquisition on September 30, 2013. Depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations increased to $162 million for the year ended December 31, 2013 from $145 million for the year ended December 31, 2012 resulting from higher amortization on the assets acquired as part of the Arbitron acquisition on September 30, 2013.
Restructuring Charges
We recorded $119 million in restructuring charges for the year ended December 31, 2013, primarily related to employee severance associated with productivity initiatives and contract termination costs.
We recorded $85 million in restructuring charges for the year ended December 31, 2012, of which $5 million related to property lease termination charges with the remainder relating to severance costs associated with employee terminations.
Operating Income
Operating income for the year ended December 31, 2013 was $861 million compared to operating income of $880 million for the year ended December 31, 2012. Operating income of $399 million for the year ended December 31, 2013 within our Buy segment decreased from $403 million for the year ended December 31, 2012. Operating income within our Watch segment of $570 million for the year ended December 31, 2013 increased from $553 million for the year ended December 31, 2012. Corporate operating expenses increased to $108 million for the year ended December 31, 2013 from $76 million for the year ended December 31, 2012.
Interest Expense
Interest expense was $309 million for the year ended December 31, 2013 compared to $390 million for the year ended December 31, 2012. The decline primarily related to our refinancing of the 11.5% senior notes and our 8.5% senior secured term loan
38

in the fourth quarter of 2012, the impact of our refinancing of the Class A, B, and C senior secured term loans in February 2013, the maturity of the mandatory convertible debt in February 2013 and the refinancing of the 11.625% senior notes in October 2013.
Foreign Currency Exchange Transaction Losses, Net
Foreign currency exchange transaction losses, net, represent the net loss on revaluation of certain external debt, intercompany loans and other receivables and payables. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, particularly the Euro, have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.33 to €1.00 for the year ended December 31, 2013 as compared to $1.29 to €1.00 for the year ended December 31, 2012.
We incurred $25 million and $17 million in net foreign currency exchange losses for the year ended December 31, 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 the “Factors Affecting Nielsen’s Financial Results” and the fluctuations of certain foreign currencies associated with a portion of our intercompany loan portfolio. The loss in 2012 resulted primarily from fluctuations in certain currencies associated with a portion of our intercompany loan portfolio.
Other Expense, Net
The $9 million of other expense, net for the year ended December 31, 2013, consists primarily of the write-off of deferred financing costs and other costs of $12 million associated with the amendment to our Senior Secured Credit Agreement,  charges of $12 million associated with the unused bridge loan terminated as part of the Arbitron acquisition and charges of approximately $8 million related to the redemption of all of our 11.625% Senior Notes due 2014, partially offset by the gain of $24 million from the step acquisition of Scarborough.
The $118 million of other expense, net for the year ended December 31, 2012, consists of charges of $115 million associated with the redemption and retirement of our 11.50% Senior Notes due 2016 and the prepayment of our 8.50% Senior Secured Term Loan due 2017, a $6 million write-down of an investment in an equity security, and a $6 million charge associated with extinguishment of our term loan due in 2013, partially offset by a $10 million gain on the acquisition of a previously nonconsolidated business.
Income from Continuing Operations Before Income Taxes and Equity in Net Income of Affiliates
Income was $520 million for the year ended December 31, 2013 compared to $359 million for the year ended December 31, 2012 due primarily to the consolidated results mentioned above.
Income Taxes
The effective tax rates for the years ended December 31, 2013 and 2012 were 18% and 34%, respectively.
The effective tax rate for the year ended December 31, 2013 was lower than the statutory expense rate due to the favorable impact of certain financing activities and the net release of valuation allowances partially offset by an increase in accruals for our uncertain tax position and tax rate differences in the other jurisdictions where we file tax returns, US state and local and other withholding taxes. The effective tax rate for the year ended December 31, 2012 was higher than the statutory expense rate due to the impact of distributions from foreign subsidiaries, tax rate differences in the other jurisdictions where we file tax returns, US state and local and other withholding taxes, offset by the favorable impact of certain financing activities, the net release of valuation allowances and changes in deferred tax rates.
At December 31, 2013 and 2012, we had gross uncertain tax positions of $475 million and $409 million, respectively. We also have accrued interest and penalties associated with these uncertain tax positions as of December 31, 2013 and 2012 of $52 million and $45 million, respectively.
Estimated interest and penalties related to the underpayment of income taxes is classified as a component of our provision or benefit for income taxes. It is reasonably possible that a reduction in a range of $47 million to $57 million of uncertain tax positions may occur within the next twelve months as a result of projected resolutions of worldwide tax disputes.
Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where statutory rates are lower and earnings being higher than anticipated in countries where statutory rates are higher, by changes in the valuation of our deferred tax assets, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.
39

Adjusted EBITDA
Adjusted EBITDA increased 7.5% to $1,617 million for the year ended December 31, 2013 from $1,504 million for the year ended December 31, 2012, or 8.7% on a constant currency basis. Our Adjusted EBITDA margin increased to 28.35% for the year ended December 31, 2013 from 27.82% for the year ended December 31, 2012. See “Results of Operations – (Years Ended December 31, 2013, 2012 and 2011)” for the reconciliation of net income to Adjusted EBITDA.
Business Segment Results for the Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013
Revenues
The table below sets forth our segment revenue performance data for the year ended December 31, 2014 compared to the year ended December 31, 2013, both on an as-reported and constant currency basis.
 
(IN MILLIONS)	 	Year Ended
December 31,
2014	 	 	Year Ended
December 31,
2013	 	 	% Variance
2014 vs. 2013
Reported	 	 	Year Ended
December 31,
2013
Constant
Currency	 	 	% Variance
2014 vs. 2013
Constant 
Currency	 	
Revenues by segment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Buy ( a )	 	$	3,523	 	 	$	3,406	 	 	 	3.4	%	 	$	3,314	 	 	 	6.3	%	
Watch ( b )	 	 	2,765	 	 	 	2,297	 	 	 	20.4	%	 	 	2,279	 	 	 	21.3	%	
Total ( c )	 	$	6,288	 	 	$	5,703	 	 	 	10.3	%	 	$	5,593	 	 	 	12.4	%	
(a)	The Buy segment includes the results of Harris Interactive for the year ended December 31, 2014, commencing on February 3, 2014, the acquisition date. Excluding the impact from the Harris Interactive acquisition, total Buy revenue was $3,434, an increase of 0.8% (3.6% on a constant currency basis).	
(b)	The Watch segment includes the Arbitron (Nielsen Audio) results for the full year 2014 and for the fourth quarter of 2013. Excluding the impact from the Arbitron acquisition, total Watch revenue was $2,269 million, an increase of 4.9% (5.8% on a constant currency basis)	
(c)	Total Nielsen revenue includes both Arbitron (full period) and Harris Interactive (from February 3, 2014) for the year ended December 31, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue for the year ended December 31, 2014 was $5,703 million, an increase of 2.4% (4.5% on a constant currency basis).	
Buy Segment Revenues
Revenues increased 3.4% to $3,523 million for the year ended December 31, 2014 from $3,406 million for the year ended December 31, 2013 (6.3% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, revenues increased 0.8% (3.6% on a constant currency basis). Revenues from emerging markets increased 1.7% (9.5% on a constant currency basis) and revenues from developed markets increased 4.3% (4.9% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, revenues from developed markets increased 0.4% (1.0% on a constant currency basis).
Revenues from information services, which primarily include retail scanner and consumer panel-based measurement, increased 0.3% to $2,657 million for the year ended December 31, 2014 from $2,648 million for the year ended December 31, 2013 (3.3% on a constant currency basis).  Growth in these services was driven by increased client investment in retail measurement in the emerging markets as well as the addition of new clients in developed markets.
Revenues from insights services, which consist of a broad range of analytics, increased 14.2% to $866 million for the year ended December 31, 2014 from $758 million for the year ended December 31, 2013, (16.6% on a constant currency basis). Excluding the impact of the Harris acquisition, revenues from these services increased 2.5% (4.6% on a constant currency basis), driven by increased demand for our analytical services in developed and emerging markets around the world.
Watch Segment Revenues
Revenues increased 20.4% to $2,765 million for the year ended December 31, 2014 from $2,297 million for the year ended December 31, 2013, or 21.3% on a constant currency basis. Excluding the impact from the Arbitron acquisition, revenues increased 4.9% (5.8% on a constant currency basis). Audience measurement revenue, excluding Arbitron, grew 5.3% (6.3% on a constant currency basis). The increase in Watch revenues was driven by the continued strength of audience measurement, including digital and Marketing Effectiveness.
40

Business Segment Profitability
We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the years ended December 31, 2014 and 2013, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, stock-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
 
YEAR ENDED DECEMBER 31,
2014 (IN MILLIONS)	 	Operating
Income/
(Loss)	 	 	Restructuring
Charges	 	 	Depreciation and
Amortization	 	 	Stock-Based
Compensation
Expense	 	 	Other Items (1)	 	 	Non-GAAP
Business Segment
Income/(Loss)	 	
Buy	 	$	358	 	 	$	64	 	 	$	224	 	 	$	14	 	 	$	(2	)	 	$	658	 	
Watch	 	 	836	 	 	 	14	 	 	 	343	 	 	 	10	 	 	 	11	 	 	 	1,214	 	
Corporate and Eliminations	 	 	(105	)	 	 	11	 	 	 	6	 	 	 	23	 	 	 	30	 	 	 	(35	)	
Total Nielsen	 	$	1,089	 	 	$	89	 	 	$	573	 	 	$	47	 	 	$	39	 	 	$	1,837	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
YEAR ENDED DECEMBER 31,
2013 (IN MILLIONS)	 	Operating
Income/
(Loss)	 	 	Restructuring
Charges	 	 	Depreciation and
Amortization	 	 	Stock-Based
Compensation
Expense	 	 	Other Items (1)	 	 	Non-GAAP
Business Segment
Income/(Loss)	 	
Buy	 	$	399	 	 	$	47	 	 	$	199	 	 	$	14	 	 	$	1	 	 	$	660	 	
Watch	 	 	570	 	 	 	55	 	 	 	302	 	 	 	11	 	 	 	51	 	 	 	989	 	
Corporate and Eliminations	 	 	(108	)	 	 	17	 	 	 	9	 	 	 	22	 	 	 	28	 	 	 	(32	)	
Total Nielsen	 	$	861	 	 	$	119	 	 	$	510	 	 	$	47	 	 	$	80	 	 	$	1,617	 	

(1)	For the year ended December 31, 2014, other items consist primarily of non-recurring costs. For the year ended December 31, 2013, other items consist primarily of one-time items associated with the acquisition of Arbitron, including non-cash purchase accounting adjustments and transaction-related costs.	
 
(IN MILLIONS)	 	Year Ended
December 31,
2014	 	 	Year Ended
December 31,
2013	 	 	% Variance
2014 vs. 2013
Reported	 	 	Year Ended
December 31, 2013
Constant Currency	 	 	% Variance
2014 vs. 2013
Constant Currency	 	
Non-GAAP Business Segment Income/(Loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	658	 	 	$	660	 	 	 	(0.3	)%	 	$	629	 	 	 	4.6	%	
Watch	 	 	1,214	 	 	 	989	 	 	 	22.8	%	 	 	979	 	 	 	24.0	%	
Corporate and Eliminations	 	 	(35	)	 	 	(32	)	 	 	NA	 	 	 	(31	)	 	 	NA	 	
Total Nielsen	 	$	1,837	 	 	$	1,617	 	 	 	13.6	%	 	$	1,577	 	 	 	16.5	%	
Buy Segment Profitability
Operating income was $358 million for the year ended December 31, 2014 as compared to $399 million for the year ended December 31, 2013 as the increase in revenue mentioned above was more than offset by investment in the continued global expansion of our services, higher restructuring charges and an increase in depreciation and amortization expense. Non-GAAP business segment income increased 4.6% on a constant currency basis.
Watch Segment Profitability
Operating income was $836 million for the year ended December 31, 2014 as compared to $570 million for the year ended December 31, 2013. The increase was driven by the revenue performance discussed above, as well as a decrease in restructuring charges and transaction-related costs partially offset by higher depreciation and amortization expense. Non-GAAP business segment income increased 24.0% on a constant currency basis.
41

Corporate Expenses and Eliminations
Operating expenses were $105 million for the year ended December 31, 2014 as compared to $108 million for the year ended December 31, 2013 due to decreases in restructuring charges and depreciation and amortization expense.   
Business Segment Results for the Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012
Revenues
The table below sets forth our segment revenue performance data for the year ended December 31, 2013 compared to the year ended December 31, 2012, both on an as-reported and constant currency basis.
 
(IN MILLIONS)	 	Year Ended
December 31,
2013	 	 	Year Ended
December 31,
2012	 	 	% Variance
2013 vs. 2012
Reported	 	 	Year Ended
December 31,
2012
Constant
Currency	 	 	% Variance
2013 vs. 2012
Constant 
Currency	 	
Revenues by segment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Buy (b )	 	$	3,406	 	 	$	3,341	 	 	 	1.9	%	 	$	3,305	 	 	 	3.1	%	
Watch (a) (b )	 	 	2,297	 	 	 	2,066	 	 	 	11.2	%	 	 	2,056	 	 	 	11.7	%	
Total	 	$	5,703	 	 	$	5,407	 	 	 	5.5	%	 	$	5,361	 	 	 	6.4	%	
(a)	The Watch segment includes the Arbitron results for the fourth quarter of 2013. Excluding the impact from the Arbitron acquisition, total Nielsen revenue was $5,569 million, an increase of 3.0% (3.9% on a constant currency basis) and the Watch segment revenue was $2,163 million, an increase of 4.7% (5.2% on a constant currency basis).	
(b)	During the fourth quarter of 2013, to conform to a change in management reporting, we reclassified two products from the Buy segment to the Watch segment.    The business segment results have been reclassified for comparison purposes for all periods presented in the consolidated financial statements.   	
Buy Segment Revenues
Revenues increased 1.9% to $3,406 million for the year ended December 31, 2013 from $3,341 million for the year ended December 31, 2012, or 3.1% on a constant currency basis. Revenues from emerging markets increased 3.4% (7.4% on a constant currency basis) and revenues from developed markets increased 1.2% for the period (1.1% on a constant currency basis).
Revenues from information services, which primarily include retail scanner and consumer panel-based measurement, increased 2.0% to $2,648 million for the year ended December 31, 2013 from $2,595 million for the year ended December 31, 2012, or 3.0% on a constant currency basis. Revenues from emerging markets increased 2.4% (6.5% on a constant currency basis) due to continued expansion of our retail measurement and services to both new and existing customers. Revenues from developed markets increased 1.9% (1.5% on a constant currency basis). Growth was impacted by no longer benefiting from the additional retail measurement coverage in the U.S. driven by Wal-Mart and softness in Western Europe.
Revenues from insights services, which consist of a broad range of analytics, increased 1.6% to $758 million for the year ended December 31, 2013 from $746 million for the year ended December 31, 2012, (3.1% on a constant currency basis) driven by increased demand for our analytical services  in the emerging countries around the world.
Watch Segment Revenues
Revenues increased 11.2% to $2,297 million for the year ended December 31, 2013 from $2,066 million for the year ended December 31, 2012, or 11.7% on a constant currency basis. Excluding the impact from the Arbitron acquisition, revenues increased 4.7% (5.2% on a constant currency basis).  Audience measurement revenue, excluding Arbitron (Nielsen Audio), grew 5.2% (5.7% on a constant currency basis) driven by increases in spending from existing customers, international expansion of our services to both new and existing customers, accelerated growth of our new digital products and increased growth in Marketing Effectiveness.
Business Segment Profitability
We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the years ended December 31, 2013 and 2012, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, stock-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors
42

regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
 
YEAR ENDED DECEMBER 31,
2013 (IN MILLIONS)	 	Operating
Income/
(Loss)	 	 	Restructuring
Charges	 	 	Depreciation and
Amortization	 	 	Stock-Based
Compensation
Expense	 	 	Other Items (1)	 	 	Non-GAAP
Business Segment
Income/(Loss)	 	
Buy	 	$	399	 	 	$	47	 	 	$	199	 	 	$	14	 	 	$	1	 	 	$	660	 	
Watch	 	 	570	 	 	 	55	 	 	 	302	 	 	 	11	 	 	 	51	 	 	 	989	 	
Corporate and Eliminations	 	 	(108	)	 	 	17	 	 	 	9	 	 	 	22	 	 	 	28	 	 	 	(32	)	
Total Nielsen	 	$	861	 	 	$	119	 	 	$	510	 	 	$	47	 	 	$	80	 	 	$	1,617	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
YEAR ENDED DECEMBER 31,
2012 (IN MILLIONS)	 	Operating
Income/
(Loss)	 	 	Restructuring
Charges	 	 	Depreciation and
Amortization	 	 	Stock-Based
Compensation
Expense	 	 	Other Items (1)	 	 	Non-GAAP
Business Segment
Income/(Loss)	 	
Buy	 	$	403	 	 	$	58	 	 	$	197	 	 	$	10	 	 	$	8	 	 	$	676	 	
Watch	 	 	553	 	 	 	20	 	 	 	285	 	 	 	7	 	 	 	(9	)	 	 	856	 	
Corporate and Eliminations	 	 	(76	)	 	 	7	 	 	 	11	 	 	 	17	 	 	 	13	 	 	 	(28	)	
Total Nielsen	 	$	880	 	 	$	85	 	 	$	493	 	 	$	34	 	 	$	12	 	 	$	1,504	 	
(1)	For the year ended December 31, 2013, other items consist primarily of one-time items associated with the acquisition of Arbitron, including non-cash purchase accounting adjustments and transaction-related costs. For the year ended December 31, 2012, other items consist primarily of transaction-related costs.	
 
(IN MILLIONS)	 	Year Ended
December 31,
2013	 	 	Year Ended
December 31,
2012	 	 	% Variance
2013 vs. 2012
Reported	 	 	Year Ended
December 31, 2012
Constant Currency	 	 	% Variance
2013 vs. 2012
Constant Currency	 	
Non-GAAP Business Segment Income/(Loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	660	 	 	$	676	 	 	 	(2.4	)%	 	$	663	 	 	 	(0.5	)%	
Watch	 	 	989	 	 	 	856	 	 	 	15.5	%	 	 	851	 	 	 	16.2	%	
Corporate and Eliminations	 	 	(32	)	 	 	(28	)	 	 	NA	 	 	 	(27	)	 	 	NA	 	
Total Nielsen	 	$	1,617	 	 	$	1,504	 	 	 	7.5	%	 	$	1,487	 	 	 	8.7	%	
Buy Segment Profitability
Operating income was $399 million for the year ended December 31, 2013 as compared to $403 million for the year ended December 31, 2012 as the increase in revenue mentioned above was more than offset by investments in Emerging markets expansion and increases in retail measurement costs. Non-GAAP business segment income decreased 0.5% on a constant currency basis.
Watch Segment Profitability
Operating income was $570 million for the year ended December 31, 2013 as compared to $553 million for the year ended December 31, 2012. The increase was driven by the revenue performance discussed above, partially offset by higher depreciation and amortization expense and restructuring charges resulting from the Arbitron acquisition. Non-GAAP business segment income increased 16.2% on a constant currency basis.
Corporate Expenses and Eliminations
Operating expenses were $108 million for the year ended December 31, 2013 as compared to $76 million for the year ended December 31, 2012 due to increases in restructuring charges, transaction-related costs and stock-based compensation expense.
43

Liquidity and Capital Resources
We have consistently generated strong cash flows from operations, providing a source of funds ranging between $1,093 million and $784 million per year over the past three years. We provide for additional liquidity through several sources including, maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity for the years ended December 31, 2014, 2013 and 2012:
 
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Net cash from operating activities	 	$	1,093	 	 	$	901	    	 	$	784	 	
Cash and short-term marketable securities	 	$	273	   	 	$	564	 	 	$	288	 	
Revolving credit facility	 	$	575	 	 	$	635	 	 	$	635	 	
Of the $273 million in cash and cash equivalents, approximately $264 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 extending debt maturities and reducing cash interest expense. As set forth in more detail below, in 2013 and 2014, we obtained amendments to our term loan and revolving credit facilities, and used the proceeds from new issuances of senior notes to redeem previously outstanding notes with higher interest rates. 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 last three years.
 
 	 	2014	 	 	2013	 	 	2012	 	
Weighted average interest rate	 	 	3.79	%	 	 	4.28	%	 	 	5.02	  %	
Cash paid for interest, net of amounts capitalized (in millions)	 	$	294	 	 	$	304	 	 	$	384	 	
In April 2014, we completed the issuance of $750 million in aggregate principal amount of 5.00% 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 2014 to other expense, net in the 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.
In July 2014, we completed the issuance of an additional $800 million aggregate principal amount of 5.00% Senior Notes due 2022. The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. 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 recorded a pre-tax charge of $51 million during 2014 to other expense, net in the 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.
44

Long-term borrowings
The following table provides a summary of our outstanding long-term borrowings as of December 31, 2014:
 
(IN MILLIONS)	 	Weighted
Interest
Rate	 	 	Carrying
Amount	
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.16% ) due 2019	 	 	 	 	 	 	1,542	
$500 million Senior secured term loan (LIBOR based variable rate of 2.41% ) due 2017	 	 	 	 	 	 	497	
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.16% ) due 2021	 	 	 	 	 	 	1,094	
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.01%) due 2021	 	 	 	 	 	 	345	
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019	 	 	 	 	 	 	280	
Total senior secured credit facilities (with weighted average interest rate)	 	 	2.65	%	 	 	3,758	
 	 	 	 	 	 	 	 	
$800 million 4.50% senior debenture loan due 2020	 	 	 	 	 	 	800	
$ 1,550 million 5.00% senior debenture loan due 2022	 	 	 	 	 	 	1,553	
$625 million 5.50% senior debenture loan due 2021	 	 	 	 	 	 	625	
Total debenture loans (with weighted average interest rate)	 	 	5.23	%	 	 	2,978	
Other loans	 	 	 	 	 	 	8	
Total long-term debt	 	 	3.79	%	 	 	6,744	
Capital lease and other financing obligations	 	 	 	 	 	 	118	
Total debt and other financing arrangements	 	 	 	 	 	 	6,862	
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings	 	 	 	 	 	 	397	
Non-current portion of long-term debt and capital lease and other financing obligations	 	 	 	 	 	$	6,465	
Term Loan Facilities
In August 2006, certain of our subsidiaries entered into the Senior Secured Credit Agreement that was amended and restated in June 2009, February 2012, February 2013 and April 2014. The Senior Secured Credit Agreement provides for term loan facilities as shown in the table above.
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 (see “Debenture Loans” below), 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.
The Class A Term Loans were issued with an aggregate principal balance of $1,580 million, maturing in full in April 2019. The Class A Term Loans shall be required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 7.5% in the third year, 10% in the fourth year, and 72.5% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.75% of the original principal amount in each of the first three quarters, with the balance repayable on the maturity date). Class A Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans).  The specific applicable margin is determined by the Company’s total leverage ratio (as defined in the credit agreement).
The Class B-1 Term Loans were issued with an aggregate principal balance of $500 million, maturing in full in May 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 B-1 Term Loans, with the balance payable in May 2017. Class B-1 Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.25% (in the case of base rate loans) and 2.25% (in the case of eurocurrency rate loans).
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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% .
Obligations under the Senior Secured Credit Agreement (“Credit Agreement”) are guaranteed by TNC B.V., substantially all of the wholly-owned U.S. subsidiaries of TNC B.V. and certain of the non-U.S. wholly-owned subsidiaries of TNC B.V., and are secured by substantially all of the existing and future property and assets of the U.S. subsidiaries of TNC B.V. and by a pledge of substantially all of the capital stock of the guarantors, the capital stock of substantially all of the U.S. subsidiaries of TNC B.V., and up to 65% of the capital stock of certain of the non-U.S. subsidiaries of TNC B.V. Under a separate security agreement, substantially all of the assets of TNC B.V. are pledged as collateral for amounts outstanding under the senior secured credit facilities.
Covenants
The Senior Secured Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of our subsidiaries) to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business they conduct. These entities are restricted, subject to certain exceptions, in their ability to transfer their net assets to us. Such restricted net assets amounted to approximately $5.0 billion at December 31, 2014. In addition, these entities are required to maintain a maximum total leverage ratio. Neither we nor TNC B.V. is currently bound by any financial or negative covenants contained in the credit agreement. The Senior Secured Credit Agreement also contains certain customary affirmative covenants and events of default. Certain significant financial covenants are described further below.
As discussed above, 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 December 31, 2014, we were in full compliance with the financial covenant described above.
Pursuant to our Credit Agreement, we are subject to making mandatory prepayments on the term loans within our Credit Agreement to the extent in any full calendar year we generate Excess Cash Flow (“ECF”), as defined in the Credit Agreement. The percentage of ECF that must be applied as a repayment is a function of several factors, including our ratio of total net debt to Covenant EBITDA, as well other adjustments, including any voluntary term loan repayments made in the course of the calendar year. To the extent any mandatory repayment is required pursuant to this ECF clause; such payment must generally occur on or around the time of the delivery of the annual consolidated financial statements to the lenders. At December 31, 2014, our ratio of total net debt to Covenant EBITDA was less than 5.00 to 1.00 and therefore no mandatory repayment was required. Our next ECF measurement date will occur upon completion of the 2014 results, and although we do not expect to be required to issue any mandatory repayments in 2014 or beyond, it is uncertain at this time if any such payments will be required in future periods.
Revolving Credit Facility
The Senior Secured Credit Agreement, as amended, also 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. In April 2014, we entered into an amendment agreement
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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 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 December 31, 2014, we had $280 million of borrowings outstanding and outstanding letters of credit of $6 million.  As of December 31, 2013, we had no borrowings outstanding, but had outstanding letters of credit of $12 million. As of December 31, 2014, we had $289 million available for borrowing under the revolving credit facility.
Debenture Loans
The indentures governing certain of our debenture loans limit the majority of our subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, we are required to make an offer to redeem all of the Senior Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed by Nielsen N.V., substantially all of the wholly owned U.S. subsidiaries of Nielsen N.V., and certain of the non-U.S. wholly-owned subsidiaries of Nielsen N.V.
In April 2014, we completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par. 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. In July 2014, we completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022.  The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. In addition, in July 2014, we 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.
Dividends and Share Repurchase Program
We remain committed to driving shareholder value as evidenced in 2013 with the adoption of a quarterly cash dividend policy by our board of directors, under which we have paid $356 million and $265 million in cash dividends during the years ended December 31, 2014 and 2013, respectively. 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 our shareholders, and are in compliance with all laws and agreements to which we are subject.  The below table summarizes the dividends declared on our common stock during 2013 and 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	 	
 	 	July 24, 2014	 	 	 	August 28, 2014	 	 	 	September 11, 2014	 	 	$	0.25	 	
 	 	October 30, 2014	 	 	 	November 25, 2014	 	 	 	December 9, 2014	 	 	$	0.25	 	
No dividends were declared or paid on our common stock during 2012.
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In July 2013, our board of directors approved a share repurchase program for up to $500 million of our outstanding common stock. In addition, in October 2014, our board of directors approved a new share repurchase program for up to $1 billion of our outstanding common stock. The primary purpose of the program is to mitigate dilution associated with our equity compensation plans. Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our management’s evaluation of market conditions and other factors. Repurchases under these programs will be executed within the limitations of the existing authority granted at our 2014 Annual General Meeting of Shareholders. As of December 31, 2014, we have purchased 11,182,983 shares of our common stock at an average price of $42.67 per share (total consideration of $477 million) under these programs.
The following table provides a summary of share repurchase program activity through December 31, 2014.
 
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	
2013 Activity	  	 	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	
July 1-31	 	 	188,612	 	 	$	48.54	 	 	 	188,612	 	 	$	431,480,660	
August 1-31	 	 	181,509	 	 	$	47.15	 	 	 	181,509	 	 	$	422,921,757	
September 1-30	 	 	197,759	 	 	$	45.66	 	 	 	197,759	 	 	$	413,891,828	
October 1-31	 	 	223,047	 	 	$	42.72	 	 	 	223,047	 	 	$	1,404,363,449	
November 1-30	 	 	5,387,545	 	 	$	41.09	 	 	 	5,387,545	 	 	$	1,182,970,041	
December 1-31	 	 	3,674,279	 	 	$	43.58	 	 	 	3,674,279	 	 	$	1,022,830,101	
Total	  	 	11,182,983	 	 	$	42.67	 	 	 	11,182,983	  	  	 	 	
Subsequent Event
On February 19, 2015, our Board declared a cash dividend of $0.25 per share on our common stock.  The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.
Cash Flows 2014 versus 2013
Operating activities. Net cash provided by operating activities was $1,093 million for the year ended December 31, 2014, compared to $901 million for the year ended December 31, 2013. This increase was driven by the Adjusted EBITDA performance described above and by the timing of vendor payments. Our key collections performance measure, days billing outstanding (DBO), increased by 1 day for the year ended December 31, 2014 compared to a 1 day decrease for the year ended December 31, 2013.
Investing activities. Net cash used in investing activities was $732 million for the year ended December 31, 2014, compared to $687 million for the year ended December 31, 2013. The primary driver for the increased usage of cash from investing activities was the increase in capital expenditures for the year ended December 31, 2014 as compared to the same period of 2013.
Financing activities . Net cash used in financing activities was $585 million for the year ended December 31, 2014, compared to net cash provided by of $83 million for the year ended December 31, 2013. The increase in cash used in financing activities is primarily due to the higher share repurchasing and dividend payments, as described in the “Dividends and Share Repurchase Program” section above, during the year ended December 31, 2014 as compared to the same period of 2013.
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Cash Flows 2013 versus 2012
Operating activities. Net cash provided by operating activities was $901 million for the year ended December 31, 2013, compared to $784 million for the year ended December 31, 2012. This increase was driven by the Adjusted EBITDA performance described above and by the timing of vendor and employee payroll payments. Our key collections performance measure, days billing outstanding (DBO), decreased by 1 day for the year ended December 31, 2013 compared to a 1 day increase for the year ended December 31, 2012.
Investing activities. Net cash used in investing activities was $687 million for the year ended December 31, 2013, compared to $522 million for the year ended December 31, 2012. The primary driver for the increased usage of cash from investing activities was the increase in acquisition payments in connection with the Arbitron acquisition partially offset by proceeds received from the sale of our Expositions business.
Financing activities . Net cash provided by financing activities was $83 million for the year ended December 31, 2013, compared to a use of $298 million for the year ended December 31, 2012. The increase in cash provided by financing activities was driven by proceeds from the issuances of debt, partially offset by dividends paid on our common stock and debt repayments.
Capital Expenditures
Investments in property, plant, equipment, software and other assets totaled $412 million, $374 million and $358 million in 2014, 2013 and 2012, respectively.
Commitments and Contingencies
Outsourced Services Agreements
In February 2013, we amended our 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, we have increased our 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”) until the Minimum Commitment is met. 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 globally provide us 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 we order 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 us 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, during the year ended December 31, 2013, we recorded a charge of $4 million in selling, general and administrative expenses in the consolidated 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.
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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.
At December 31, 2014, the minimum annual payments under these agreements and other contracts that had initial or remaining non-cancelable terms in excess of one year are as listed in the following table. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2014, we are unable to make reasonably reliable estimates of the timing of any potential cash settlements with the respective taxing authorities. Therefore, $493 million of unrecognized tax benefits (which includes interest and penalties of $41 million) have been excluded from the contractual obligations table below. See Note 14 – “Income Taxes” – to the consolidated financial statements for a discussion on income taxes.
 
 	 	Payments due by period	 	
(IN MILLIONS)	 	Total	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	Thereafter	 	
Capital lease obligations (a)	 	$	160	 	 	$	24	 	 	$	24	 	 	$	22	 	 	$	15	 	 	$	13	 	 	$	62	 	
Operating leases (b)	 	 	366	 	 	 	87	 	 	 	71	 	 	 	60	 	 	 	51	 	 	 	37	 	 	 	60	 	
Other contractual obligations (c)	 	 	1,017	 	 	 	666	 	 	 	245	 	 	 	64	 	 	 	35	 	 	 	7	 	 	 	—	 	
Long-term debt, including current
portion (a)	 	 	6,744	 	 	 	379	 	 	 	128	 	 	 	640	 	 	 	212	 	 	 	1,042	 	 	 	4,343	 	
Interest (d)	 	 	1,544	 	 	 	263	 	 	 	245	 	 	 	239	 	 	 	226	 	 	 	205	 	 	 	366	 	
Pension fund obligations (e)	 	 	28	 	 	 	28	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Total	 	$	9,859	 	 	$	1,447	 	 	$	713	 	 	$	1,025	 	 	$	539	 	 	$	1,304	 	 	$	4,831	 	

(a)	Our short-term and long-term debt obligations, including capital lease and other financing obligations, are described in Note 11 – “Long-Term Debt and Other Financing Arrangements” – to our consolidated financial statements.	
(b)	Our operating lease obligations are described in Note 16 – “Commitments and Contingencies” – to our consolidated financial statements.	
(c)	Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. We generally require purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing. Our remaining commitments as of December 31, 2014 under the outsourced services agreements with TCS have been included above on an estimated basis over the years within the contractual period in which we expect to satisfy our obligations. As of December 31, 2014, the remaining TCS commitment was approximately $609 million.	
(d)	Interest payments consist of interest on both fixed-rate and variable-rate debt based on LIBOR as of December 31, 2014.	
(e)	Our contributions to pension and other post-retirement defined benefit plans were $35 million, $51 million and $64 million during 2014, 2013 and 2012, respectively. Future minimum pension and other post-retirement benefits contributions are not determinable for time periods after 2015. See Note 10 – “Pensions and Other Post-Retirement Benefits” – to our consolidated financial statements for a discussion on plan obligations.	
Guarantees and Other Contingent Commitments
At December 31, 2014, we were committed under the following significant guarantee arrangements:
Sub-lease guarantees. We provide sub-lease guarantees in accordance with certain agreements pursuant to which we guarantee     all rental payments upon default of rental payment by the sub-lessee. To date, we have not been required to perform under such arrangements, and do not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.
Letters of credit. Letters of credit issued and outstanding amount to $6 million at December 31, 2014.
Legal Proceedings and Contingencies
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 expect that the ultimate disposition of these matters will not have a material adverse
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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.
Off-Balance Sheet Arrangements
Except as disclosed above, 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
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 did not have a significant impact on our consolidated financial statements.
Discontinued Operations
In April 2014, the FASB issued an ASU, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  The ASU is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have 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 continuing involvement with the disposed component.  The ASU is effective for interim and annual reporting periods beginning after December 15, 2014 and must be applied prospectively.  Early adoption is permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue.  The adoption of this ASU is not expected to have a significant impact on our consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”.  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.  We are currently assessing the impact of the adoption of this ASU will have on our consolidated financial statements, including which transition method will be applied.
Going Concern
In August 2014, the FASB issued an ASU, “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for all entities in the first annual period ending after December 15, 2016; however, early adoption is permitted. The adoption of this ASU is not expected to have a significant impact on our consolidated financial statements.
 
 It em  7A.	 Quantitative and Qualitative Disclosures About Market Risk	
Market risk is the potential loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest rates. We actively monitor these exposures. Historically, in order to manage the volatility relating to these exposures, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Currently we only employ basic contracts, that is, without options, embedded or otherwise. Our objective is
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to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of our net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. It is our policy not to trade in financial instruments.
Foreign Currency Exchange Rate Risk
We operate globally and we predominantly generate revenues and expenses in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure.
Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating “natural hedges” in our financing or by using derivative financial instruments aimed at offsetting certain exposures in the statement of earnings or the balance sheet. We do not use derivative financial instruments for trading or speculative purposes.
The table below details the percentage of revenues and expenses by currency for the years ended December 31, 2014 and 2013:
 
 	U.S. Dollars	 	 	Euro	 	 	Other Currencies	 	
Year ended December 31, 2014	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	56	% 	 	 	11	% 	 	 	33	% 	
Operating costs	 	53	% 	 	 	11	% 	 	 	36	% 	
Year ended December 31, 2013	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	52	% 	 	 	12	% 	 	 	36	% 	
Operating costs	 	51	% 	 	 	12	% 	 	 	37	% 	
Based on the year ended December 31, 2014, a one cent change in the U.S. dollar/Euro exchange rate would have impacted revenues by approximately $5 million annually, with an immaterial impact on operating income.
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 has been considered hyperinflationary since January 1, 2010 and local currency transactions have been denominated in U.S. dollars since 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, net in the consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.
During 2014, as a result of further changes associated with the Venezuelan currency exchange rate mechanisms, we changed the exchange rate used to remeasure our Venezuelan subsidiaries’ financial statements in U.S. dollars. Based on facts and circumstances present at March 31, 2014, we 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 Exchange Agreement No. 25 between the Central Bank of Venezuela and the Venezuelan government, we believed that any future remittances for royalty and dividend payments would be transacted at the SICAD I exchange rate. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represented a more realistic exchange rate at which to remeasure the U.S. dollar value of the bolivar-denominated monetary assets and liabilities of our Venezuelan subsidiaries in the consolidated financial statements. However, since its implementation, we have not been successful in gaining access to U.S. dollars through SICAD I.  Due to the lack of access to the SICAD I auction system, as of December 31, 2014 we decided it was more likely that it would be able to gain access to U.S. dollars through the SICAD II mechanism to settle transactions conducted by the Company in Venezuela as it was created to provide an open mechanism that permits any company to request U.S. dollars for any purpose.  Accordingly, we concluded that the SICAD II exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities as of December 31, 2014. At December 31, 2014, the SICAD II exchange rate was 50.0 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar and the SICAD I exchange rate of 12.0 bolivars to the U.S. dollar.  As a result of these changes, we recorded a pre-tax charge of $52 million for the year ended December 31, 2014 in foreign currency exchange transaction losses, net in the consolidated statement of operations, reflecting the write-down of monetary assets and liabilities in the our Venezuelan operations.
52

We will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.
Interest Rate Risk
We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy and through this process we consider both short-term and long-term considerations in the U.S. and global financial markets in making adjustments to our tolerable exposures to interest rate risk. At December 31, 2014, we had $3,758 million of floating-rate debt under our senior secured credit facilities, of which $2,601 million (excluding $500 million of forward interest swaps effective after December 31, 2014) was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $12 million ($38 million without giving effect to any of our interest rate swaps).
In November 2014, we entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in May 2016. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.78%. This derivative instrument has been designated as interest rate cash flow hedge.
In November 2014, we entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in September 2015. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.26%. This derivative instrument has been designated as interest rate cash flow hedge.
In October and November 2013, we entered into $1,000 million in aggregate notional amount of three-year interest rate swap agreements with starting dates in November 2013. These agreements fix the LIBOR related portion of interest rates of a corresponding amount of our variable-rate debt at a weighted average rate of 0.46%. The commencement date of these interest rate swaps coincided with the $1,000 million aggregate notional amount of interest rate swaps that matured in November 2013. These derivative instruments have been designated as interest rate cash flow hedges.
In July 2013, we entered into $575 million in aggregate notional amount of three-year interest swap agreements with starting dates in July 2013. These agreements fix the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 0.67%. These derivative instruments have been designated as interest rate cash flow hedges.
In November 2012, we entered into $500 million in aggregate notional amount of four-year interest rate swap agreements with starting dates in November 2012. These agreements fix the LIBOR related portion of interest rates of a corresponding amount of our variable-rate debt at a weighted average rate of 0.57%. The commencement date of these interest rate swaps coincided with the $500 million aggregate notional amount of interest rate swaps that matured in November 2012. These derivative instruments have been designated as interest rate cash flow hedges.
In November 2011, we entered into a $125 million notional amount and a €125 million notional amount of four-year interest rate swap agreements with starting dates in November 2011. These agreements fix the LIBOR and Euro LIBOR-related portion of interest rates of a corresponding amount of our variable-rate debt at a rate of 0.84% and 1.30%, respectively. These derivative instruments have been designated as interest rate cash flow hedges.
In August 2011, we entered into $250 million in aggregate notional amount of four-year forward interest swap agreements with starting dates in September 2011. These agreements fix the LIBOR-related portion of interest rates of a corresponding amount of our variable-rate debt at an average rate of 0.84%. These derivative instruments have been designated as interest rate cash flow hedges.
Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments, as these transactions were executed with a diversified group of major financial institutions with a minimum investment-grade or better credit rating. Our credit risk exposure is managed through the continuous monitoring of our exposures to such counterparties.

 
53

 Item 8.	 Financial Statements and Supplementary Data	
 
Nielsen N.V.
Index to Consolidated Financial Statements
 
Management’s Annual Report on Internal Controls Over Financial Reporting	55	
Reports of Independent Registered Public Accounting Firm	56	
Consolidated Statements of Operations	58	
Consolidated Statements of Comprehensive Income/(Loss)	59	
Consolidated Balance Sheets	60	
Consolidated Statements of Cash Flows	61	
Consolidated Statements of Changes in Equity	62	
Notes to Consolidated Financial Statements	65	
Schedule I – Consolidated Financial Information of Registrant	116	
Schedule II – Valuation and Qualifying Accounts	120	

 
54

 Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company and has performed an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on the framework and criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on this evaluation, management has concluded that our internal controls over financial reporting were effective as of December 31, 2014.
Ernst & Young LLP, independent registered public accounting firm, has provided an attestation report on the Company’s internal control over financial reporting. The Company’s financial statements included in this annual report on Form 10-K also have been audited by Ernst & Young LLP. Their reports follow.
 
/s/ Dwight M. Barns	 	/s/ Jamere Jackson	
Dwight M. Barns	 	Jamere Jackson	
Chief Executive Officer	 	Chief Financial Officer	
 
February 20, 2015	 	 	

 
55

 Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting
The Board and Stockholders
of Nielsen N.V.
We have audited Nielsen N.V.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Nielsen N.V.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on Nielsen N.V.’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Nielsen N.V. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nielsen N.V. as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2014 of Nielsen N.V. and our report dated February 20, 2015, expressed an unqualified opinion thereon.
 
/s/ Ernst & Young LLP
 
New York, New York	
February 20, 2015	

 
56

Report of Independent Registered Public Accounting Firm
The Board and Stockholders
of Nielsen N.V.
We have audited the accompanying consolidated balance sheets of Nielsen N.V. as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedules listed in the Index at Item 8. These financial statements and schedules are the responsibility of Nielsen N.V.’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nielsen N.V. at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nielsen N.V.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2015 expressed an unqualified opinion thereon.
 
/s/ Ernst & Young LLP
 
New York, New York	
February 20, 2015	

 
57

Nielsen N.V.
 Consolidated Statements of Operations
 
 	 	Year Ended December 31,	 	
(IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)	 	2014	 	 	2013	 	 	2012	 	
Revenues	 	$	6,288	 	 	$	5,703	 	 	$	5,407	 	
Cost of revenues, exclusive of depreciation and amortization shown separately below	 	 	2,620	 	 	 	2,398	 	 	 	2,225	 	
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below	 	 	1,917	 	 	 	1,815	 	 	 	1,724	 	
Depreciation and amortization	 	 	573	 	 	 	510	 	 	 	493	 	
Restructuring charges	 	 	89	 	 	 	119	 	 	 	85	 	
Operating income	 	 	1,089	 	 	 	861	 	 	 	880	 	
Interest income	 	 	3	 	 	 	2	 	 	 	4	 	
Interest expense	 	 	(300	)	 	 	(309	)	 	 	(390	)	
Foreign currency exchange transaction losses, net	 	 	(71	)	 	 	(25	)	 	 	(17	)	
Other expense, net	 	 	(100	)	 	 	(9	)	 	 	(118	)	
Income from continuing operations before income taxes and equity in net (loss)/income of affiliates	 	 	621	 	 	 	520	 	 	 	359	 	
Provision for income taxes	 	 	(236	)	 	 	(91	)	 	 	(122	)	
Equity in net (loss)/income of affiliates	 	 	(4	)	 	 	2	 	 	 	5	 	
Income from continuing operations	 	 	381	 	 	 	431	 	 	 	242	 	
Income from discontinued operations, net of tax	 	 	—	 	 	 	305	 	 	 	30	 	
Net income	 	 	381	 	 	 	736	 	 	 	272	 	
Net loss attributable to noncontrolling interests	 	 	(3	)	 	 	(4	)	 	 	(1	)	
Net income attributable to Nielsen stockholders	 	$	384	 	 	$	740	 	 	$	273	 	
Net income per share of common stock, basic	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	1.01	 	 	$	1.16	 	 	$	0.67	 	
Discontinued operations, net of tax	 	—	 	 	0.81	 	 	0.08	 	
Net income attributable to Nielsen stockholders	 	$	1.01	 	 	$	1.97	 	 	$	0.75	 	
Net income per share of common stock, diluted	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	1.00	 	 	$	1.14	 	 	$	0.66	 	
Discontinued operations, net of tax	 	 	—	 	 	 	0.80	 	 	 	0.08	 	
Net income attributable to Nielsen stockholders	 	$	1.00	 	 	$	1.94	 	 	$	0.75	 	
Weighted-average shares of common stock outstanding, basic	 	 	379,333,037	 	 	 	375,797,629	 	 	 	361,787,868	 	
Dilutive shares of common stock	 	 	5,038,415	 	 	 	5,130,337	 	 	 	4,523,116	 	
Weighted-average shares of common stock outstanding, diluted	 	 	384,371,452	 	 	 	380,927,966	 	 	 	366,310,984	 	
Dividends declared per common share	 	$	0.95	 	 	$	0.72	 	 	—	 	
 
The accompanying notes are an integral part of these consolidated financial statements.

 
58

Nielsen N.V.
 Consolidated Statements of Comprehensive Income/(Loss)

 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Net income	 	$	381	 	 	$	736	 	 	$	272	 	
Other comprehensive (loss)/income, net of tax	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustments (1)	 	 	(301	)	 	 	(99	)	 	 	74	 	
Available for sale securities (2)	 	10	 	 	 	9	 	 	 	(1	)	
Changes in the fair value of cash flow hedges (3)	 	 	3	 	 	 	8	 	 	 	1	 	
Defined benefit pension plan adjustments (4)	 	 	(109	)	 	 	30	 	 	 	(105	)	
Total other comprehensive loss	 	 	(397	)	 	 	(52	)	 	 	(31	)	
Total comprehensive (loss)/income	 	 	(16	)	 	 	684	 	 	 	241	 	
Less: comprehensive (loss)/ income attributable to noncontrolling interests	 	 	(10	)	 	 	(2	)	 	 	2	 	
Total comprehensive (loss)/income attributable to Nielsen stockholders	 	$	(6	)	 	$	686	 	 	$	239	 	
 
(1)	Net of tax of $(7) million, $3 million and $2 million for the year ended December 31, 2014, 2013 and 2012 respectively.	
 
(2)	Net of tax of $(7) million, $6 million and zero for the year ended December 31, 2014, 2013 and 2012 respectively.	
 
(3)	Net of tax of $(2) million, $5 million and $(1) million for the year ended December 31, 2014, 2013 and 2012 respectively.	
 
(4)	Net of tax of $32 million, $18 million and $23 million for the year ended December 31, 2014, 2013 and 2012 respectively.	

 

 

 

 

 

 

 

 

 

 

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

 
59

Nielsen N.V.
 Consolidated Balance Sheets
 
 	 	December 31,	 	
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	 	2014	 	 	2013	 	
Assets:	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	273	 	 	$	564	 	
Trade and other receivables, net of allowances for doubtful accounts and sales
      returns of $29 and $39 as of December 31, 2014 and 2013, respectively	 	 	1,241	 	 	 	1,196	 	
Prepaid expenses and other current assets	 	 	505	 	 	 	374	 	
Total current assets	 	 	2,019	 	 	 	2,134	 	
Non-current assets	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	533	 	 	 	560	 	
Goodwill	 	 	7,671	 	 	 	7,684	 	
Other intangible assets, net	 	 	4,715	 	 	 	4,781	 	
Deferred tax assets	 	 	83	 	 	 	115	 	
Other non-current assets	 	 	355	 	 	 	256	 	
Total assets	 	$	15,376	 	 	$	15,530	 	
Liabilities and equity:	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	
Accounts payable and other current liabilities	 	$	1,035	 	 	$	1,026	 	
Deferred revenues	 	 	304	 	 	 	306	 	
Income tax liabilities	 	 	62	 	 	 	55	 	
Current portion of long-term debt, capital lease obligations and short-term borrowings	 	 	397	 	 	 	148	 	
Total current liabilities	 	 	1,798	 	 	 	1,535	 	
Non-current liabilities	 	 	 	 	 	 	 	 	
Long-term debt and capital lease obligations	 	 	6,465	 	 	 	6,492	 	
Deferred tax liabilities	 	 	1,025	 	 	 	864	 	
Other non-current liabilities	 	 	955	 	 	 	832	 	
Total liabilities	 	 	10,243	 	 	 	9,723	 	
Commitments and contingencies (Note 16)	 	 	 	 	 	 	 	 	
Equity:	 	 	 	 	 	 	 	 	
Nielsen stockholders’ equity	 	 	 	 	 	 	 	 	
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized; 382,622,922 and 379,044,531 shares issued and 372,757,598 and 378,635,464 shares outstanding at December 31, 2014 and 2013, respectively	 	 	32	 	 	 	32	 	
Additional paid-in capital	 	 	5,929	 	 	 	6,596	 	
Accumulated deficit	 	 	(128	)	 	 	(512	)	
Accumulated other comprehensive loss, net of income taxes	 	 	(777	)	 	 	(387	)	
Total Nielsen stockholders’ equity	 	 	5,056	 	 	 	5,729	 	
Noncontrolling interests	 	 	77	 	 	 	78	 	
Total equity	 	 	5,133	 	 	 	5,807	 	
Total liabilities and equity	 	$	15,376	 	 	$	15,530	 	
 
The accompanying notes are an integral part of these consolidated financial statements.

 
60

Nielsen N.V.
 Consolidated Statements of Cash Flows
 
 	 	Year Ended	 	
 	 	December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Operating Activities	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	381	 	 	$	736	 	 	$	272	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expense	 	 	47	 	 	 	47	 	 	 	34	 	
Gain on sale of discontinued operations	 	—	 	 	 	(290	)	 	—	 	
Deferred income taxes	 	 	105	 	 	 	(107	)	 	 	47	 	
Currency exchange rate differences on financial transactions and other losses	 	 	174	 	 	 	40	 	 	 	141	 	
Equity in net loss/(income) of affiliates, net of dividends received	 	 	5	 	 	 	2	 	 	 	3	 	
Depreciation and amortization	 	 	573	 	 	 	521	 	 	 	520	 	
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:	 	 	 	 	 	 	 	 	 	 	 	 	
Trade and other receivables, net	 	 	(93	)	 	 	(84	)	 	 	(13	)	
Prepaid expenses and other current assets	 	 	(76	)	 	 	21	 	 	 	(18	)	
Accounts payable and other current liabilities and deferred revenues	 	 	(4	)	 	 	(55	)	 	 	(190	)	
Other non-current liabilities	 	 	(2	)	 	 	(6	)	 	 	(10	)	
Interest payable	 	 	6	 	 	 	13	 	 	 	29	 	
Income taxes	 	 	(23	)	 	 	63	 	 	 	(31	)	
Net cash provided by operating activities	 	 	1,093	 	 	 	901	 	 	 	784	 	
Investing Activities	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of subsidiaries and affiliates, net of cash acquired	 	 	(314	)	 	 	(1,249	)	 	 	(160	)	
Proceeds from the sale of subsidiaries and affiliates, net	 	 	(6	)	 	 	935	 	 	 	(4	)	
Additions to property, plant and equipment and other assets	 	 	(163	)	 	 	(130	)	 	 	(132	)	
Additions to intangible assets	 	 	(249	)	 	 	(244	)	 	 	(226	)	
Other investing activities	 	 	—	 	 	 	1	 	 	—	 	
Net cash used in investing activities	 	 	(732	)	 	 	(687	)	 	 	(522	)	
Financing Activities	 	 	 	 	 	 	 	 	 	 	 	 	
Net borrowings under revolving credit facility	 	280	 	 	—	 	 	—	 	
Proceeds from issuances of debt, net of issuance costs	 	 	4,544	 	 	 	2,485	 	 	 	1,998	 	
Repayment of debt	 	 	(4,598	)	 	 	(2,171	)	 	 	(2,230	)	
(Decrease)/increase in other short-term borrowings	 	—	 	 	 	(5	)	 	 	3	 	
Cash dividends paid to stockholders	 	 	(356	)	 	 	(265	)	 	—	 	
Repurchase of common stock	 	 	(466	)	 	 	(11	)	 	—	 	
Proceeds from exercise of stock options	 	 	103	 	 	 	85	 	 	 	29	 	
Other financing activities	 	 	(92	)	 	 	(35	)	 	 	(98	)	
Net cash (used in)/provided by financing activities	 	 	(585	)	 	 	83	 	 	 	(298	)	
Effect of exchange-rate changes on cash and cash equivalents	 	 	(67	)	 	 	(21	)	 	 	5	 	
Net (decrease)/increase in cash and cash equivalents	 	 	(291	)	 	 	276	 	 	 	(31	)	
Cash and cash equivalents at beginning of period	 	 	564	 	 	 	288	 	 	 	319	 	
Cash and cash equivalents at end of period	 	$	273	 	 	$	564	 	 	$	288	 	
Supplemental Cash Flow Information	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid for income taxes	 	$	(154	)	 	$	(147	)	 	$	(124	)	
Cash paid for interest, net of amounts capitalized	 	$	(294	)	 	$	(304	)	 	$	(384	)	
 
The accompanying notes are an integral part of these consolidated financial statements.

 
61

Nielsen N.V.
 Consolidated Statements of Changes in Equity
 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated Other Comprehensive Income	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Loss), Net	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Additional	 	 	 	 	 	 	Currency	 	 	Available	 	 	Cash	 	 	Post	 	 	Nielsen	 	 	 	 	 	 	 	 	 	
 	 	Common	 	 	Paid-in	 	 	Accumulated	 	 	Translation	 	 	for Sale	 	 	Flow	 	 	Employment	 	 	Stockholders’	 	 	Noncontrolling	 	 	Total	 	
(IN MILLIONS)	 	Stock	 	 	Capital	 	 	Deficit	 	 	Adjustments	 	 	Securities	 	 	Hedges	 	 	Benefits	 	 	Equity	 	 	Interests	 	 	Equity	 	
Balance, December 31, 2011	 	$	30	 	 	$	6,427	 	 	$	(1,525	)	 	$	(94	)	 	$	1	 	 	$	(14	)	 	$	(192	)	 	$	4,633	 	 	$	8	 	 	$	4,641	 	
Net income	 	—	 	 	—	 	 	 	273	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	273	 	 	 	(1	)	 	 	272	 	
Currency translation adjustments, net of tax of $2	 	—	 	 	—	 	 	—	 	 	 	71	 	 	—	 	 	—	 	 	—	 	 	 	71	 	 	 	3	 	 	 	74	 	
Unrealized loss on pension liability, net of tax of $23	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(105	)	 	 	(105	)	 	—	 	 	 	(105	)	
Unrealized loss on available for sale securities, net of tax	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(1	)	 	—	 	 	—	 	 	 	(1	)	 	—	 	 	 	(1	)	
Cash flow hedges, net of tax of $(1)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	1	 	 	—	 	 	 	1	 	 	—	 	 	 	1	 	
Noncontrolling interest in a consolidated subsidiary	 	—	 	 	 	(11	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(11	)	 	 	39	 	 	 	28	 	
Dividends paid to noncontrolling interests	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(1	)	 	 	(1	)	
Shares of common stock issued in business combinations	 	—	 	 	 	7	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	7	 	 	—	 	 	 	7	 	
Common stock option activity	 	—	 	 	 	29	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	29	 	 	—	 	 	 	29	 	
Stock-based compensation expense	 	—	 	 	 	33	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	33	 	 	—	 	 	 	33	 	
Balance, December 31, 2012	 	$	30	 	 	$	6,485	 	 	$	(1,252	)	 	$	(23	)	 	—	 	 	$	(13	)	 	$	(297	)	 	$	4,930	 	 	$	48	 	 	$	4,978	 	

 
62

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated Other Comprehensive Income	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Loss), Net	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Additional	 	 	 	 	 	 	Currency	 	 	Available	 	 	Cash	 	 	Post	 	 	Nielsen	 	 	 	 	 	 	 	 	 	
 	 	Common	 	 	Paid-in	 	 	Accumulated	 	 	Translation	 	 	for Sale	 	 	Flow	 	 	Employment	 	 	Stockholders’	 	 	Noncontrolling	 	 	Total	 	
(IN MILLIONS)	 	Stock	 	 	Capital	 	 	Deficit	 	 	Adjustments	 	 	Securities	 	 	Hedges	 	 	Benefits	 	 	Equity	 	 	Interests	 	 	Equity	 	
Balance, December 31, 2012	 	$	30	 	 	$	6,485	 	 	$	(1,252	)	 	$	(23	)	 	—	 	 	$	(13	)	 	$	(297	)	 	$	4,930	 	 	$	48	 	 	$	4,978	 	
Net income	 	—	 	 	—	 	 	 	740	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	740	 	 	 	(4	)	 	 	736	 	
Currency translation adjustments, net of tax of $3	 	—	 	 	—	 	 	—	 	 	 	(101	)	 	—	 	 	—	 	 	—	 	 	 	(101	)	 	 	2	 	 	 	(99	)	
Unrealized loss on pension liability, net of tax of $18	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	30	 	 	 	30	 	 	—	 	 	 	30	 	
Unrealized gain on available for sale securities, net of tax of $6	 	—	 	 	—	 	 	—	 	 	—	 	 	 	9	 	 	—	 	 	—	 	 	 	9	 	 	—	 	 	 	9	 	
Cash flow hedges, net of tax of $5	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	8	 	 	—	 	 	 	8	 	 	—	 	 	 	8	 	
Divestiture of an interest in a consolidated subsidiary	 	—	 	 	 	(29	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(29	)	 	31	 	 	 	2	 	
Noncontrolling interest in a newly consolidated subsidiary	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	1	 	 	 	1	 	
Dividends to stockholders	 	—	 	 	 	(271	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(271	)	 	 	—	 	 	 	(271	)	
Shares of common stock issued in business combinations	 	—	 	 	 	3	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	3	 	 	—	 	 	 	3	 	
Exercise of stock options	 	 	1	 	 	 	85	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	86	 	 	—	 	 	 	86	 	
Repurchase of common stock	 	—	 	 	 	(11	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(11	)	 	—	 	 	 	(11	)	
Stock-based compensation expense	 	—	 	 	 	47	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	47	 	 	—	 	 	 	47	 	
Conversion of mandatorily convetable bonds to shares	 	 	1	 	 	 	287	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	288	 	 	—	 	 	 	288	 	
Balance, December 31, 2013	 	$	32	 	 	$	6,596	 	 	$	(512	)	 	$	(124	)	 	$	9	 	 	$	(5	)	 	$	(267	)	 	$	5,729	 	 	$	78	 	 	$	5,807	 	

 
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 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated Other Comprehensive Income	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Loss), Net	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Additional	 	 	 	 	 	 	Currency	 	 	Available	 	 	Cash	 	 	Post	 	 	Nielsen	 	 	 	 	 	 	 	 	 	
 	 	Common	 	 	Paid-in	 	 	Accumulated	 	 	Translation	 	 	for Sale	 	 	Flow	 	 	Employment	 	 	Stockholders’	 	 	Noncontrolling	 	 	Total	 	
(IN MILLIONS)	 	Stock	 	 	Capital	 	 	Deficit	 	 	Adjustments	 	 	Securities	 	 	Hedges	 	 	Benefits	 	 	Equity	 	 	Interests	 	 	Equity	 	
Balance, December 31, 2013	 	$	32	 	 	$	6,596	 	 	$	(512	)	 	$	(124	)	 	$	9	 	 	$	(5	)	 	$	(267	)	 	$	5,729	 	 	$	78	 	 	$	5,807	 	
Net income	 	—	 	 	—	 	 	 	384	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	384	 	 	 	(3	)	 	 	381	 	
Currency translation adjustments, net of tax of $(7)	 	—	 	 	—	 	 	—	 	 	 	(294	)	 	—	 	 	—	 	 	—	 	 	 	(294	)	 	 	(7	)	 	 	(301	)	
Unrealized loss on pension liability, net of tax of $32	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(109	)	 	 	(109	)	 	—	 	 	 	(109	)	
Unrealized gain on available for sale securities, net of tax of $(7)	 	—	 	 	—	 	 	—	 	 	—	 	 	 	10	 	 	—	 	 	—	 	 	 	10	 	 	—	 	 	 	10	 	
Cash flow hedges, net of tax of $(2)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	3	 	 	—	 	 	 	3	 	 	—	 	 	 	3	 	
Divestiture of an interest in a consolidated subsidiary	 	—	 	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	—	 	 	(1	)	 	 	(1	)	
Noncontrolling interest in a newly consolidated subsidiary	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	11	 	 	 	11	 	
Dividends to stockholders	 	—	 	 	 	(359	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(359	)	 	 	(1	)	 	 	(360	)	
Shares of common stock issued in business combinations	 	—	 	 	 	3	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	3	 	 	—	 	 	 	3	 	
Exercise of stock options	 	 	—	 	 	 	108	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	108	 	 	—	 	 	 	108	 	
Repurchase of common stock	 	—	 	 	 	(466	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	(466	)	 	—	 	 	 	(466	)	
Stock-based compensation expense	 	—	 	 	 	47	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	47	 	 	—	 	 	 	47	 	
Balance, December 31, 2014	 	$	32	 	 	$	5,929	 	 	$	(128	)	 	$	(418	)	 	$	19	 	 	$	(2	)	 	$	(376	)	 	$	5,056	 	 	$	77	 	 	$	5,133	 	
The accompanying notes are an integral part of these consolidated financial statements.

 
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Nielsen N.V.
 Notes to Consolidated Financial Statements
 
1. Description of Business, Basis of Presentation and Significant Accounting Policies
On May 17, 2006, Nielsen N.V. (the “Company” or “Nielsen”), formerly known as Nielsen Holdings N.V., Valcon Acquisition Holding B.V. and Nielsen Holdings B.V., was formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, and with subsequent investor Centerview Partners, the “Sponsors”) as a subsidiary of Valcon Acquisition Holding (Luxembourg) S.à r.l. (“Luxco”). On May 24, 2006, The Nielsen Company B.V. (“TNC B.V.”) (formerly VNU Group B.V. and VNU N.V.) was acquired through a tender offer to stockholders by Valcon Acquisition B.V. (“Valcon”), a wholly owned subsidiary of the Company (herein referred to as the “Valcon Acquisition”). On January 31, 2011, Nielsen completed an initial public offering of 82,142,858 shares of its €0.07 par value common stock at a price of $23.00 per share. Nielsen’s common stock is listed on the New York Stock Exchange and is traded under the symbol “NLSN.” During 2012, 2013 and 2014, Luxco and certain Nielsen employees (the “selling shareholders”) completed public offerings totaling 216,703,942 shares of our stock at a weighted average price of $37.84 per share. All proceeds went to the selling stockholders and the offering did not have a significant impact on our operating results or financial position.  As of December 31, 2014, Luxco owned approximately 15% of the Company’s common stock.
Nielsen, together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reportable segments: what consumers buy (“Buy”), what consumers watch and listen to (“Watch”). Nielsen has a presence in more than 100 countries, with its headquarters located in Diemen, the Netherlands and New York, USA. See Note 17 – “Segments” for a discussion of the Company’s reportable segments.
The accompanying consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). All amounts are presented in U.S. Dollars (“$”), except for share and per share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. Supplemental cash flows from discontinued operations are presented in Note 4 to the consolidated financial statements “Discontinued Operations.” The Company has evaluated events occurring subsequent to December 31, 2014 for potential recognition or disclosure in the consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.
Consolidation
The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. Noncontrolling interests in subsidiaries are reported as a component of equity in the consolidated financial statements with disclosure on the face of the consolidated statements of operations of the amounts of consolidated net income attributable to Nielsen stockholders and to the noncontrolling interests. The equity method of accounting is used for investments in affiliates and joint ventures where Nielsen has significant influence but not control, usually supported by a shareholding of between 20% and 50% of the voting rights. Investments in which Nielsen owns less than 20% and does not have significant influence are accounted for either as available-for-sale securities if the shares are publicly traded or as cost method investments. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.
Foreign Currency Translation
Nielsen has significant investments outside the United States, primarily in the Euro-zone, Canada and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income/(loss), net, whereas transaction gains and losses are recognized in foreign exchange transaction (losses)/gains, net in the consolidated statement of operations.  
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 has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions have been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.
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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 gains/(losses), net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.
During 2014, as a result of further changes associated with the Venezuelan currency exchange rate mechanisms, the Company changed the exchange rate used to remeasure its Venezuelan subsidiaries’ financial statements in U.S. dollars. Based on facts and circumstances present at March 31, 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 Exchange Agreement No. 25 between the Central Bank of Venezuela and the Venezuelan government, the Company believed that any future remittances for royalty and dividend payments would be transacted at the SICAD I exchange rate. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represented a more realistic exchange rate at which to remeasure the U.S. dollar value of the bolivar-denominated monetary assets and liabilities of the Company’s Venezuelan subsidiaries in the consolidated financial statements. However, since its implementation, the Company has not been successful in gaining access to U.S. dollars through SICAD I.  Due to the lack of access to the SICAD I auction system, as of December 31, 2014 the Company decided it was more likely that it would be able to gain access to U.S. dollars through the SICAD II mechanism to settle transactions conducted by the Company in Venezuela as it was created to provide an open mechanism that permits any company to request U.S. dollars for any purpose.  Accordingly, the Company concluded that the SICAD II exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities as of December 31, 2014. At December 31, 2014, the SICAD II exchange rate was 50.0 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar and the SICAD I exchange rate of 12.0 bolivars to the U.S. dollar.  As a result of these changes, Nielsen recorded a pre-tax charge of $52 million for the year ended December 31, 2014 in foreign currency exchange transaction losses, net in the consolidated statement of operations, reflecting the write-down of monetary assets and liabilities in the Company’s Venezuelan operations.
The Company will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.  
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Research and Development Costs
Research and development costs, which were not material for any periods presented, are expensed as incurred.    
Revenue Recognition
Nielsen recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered or information has been delivered, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured.
A significant portion of the Company’s revenue is generated from information (primarily retail measurement and consumer panel services) and measurement (primarily from television, radio, online and mobile audiences) services. The Company generally recognizes revenue from the sale of services as the services are performed, which is usually ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned. Substantially all of the Company’s customer contracts are non-cancellable and non-refundable.
Certain of the Company’s revenue arrangements include multiple deliverables and in these arrangements, the individual deliverables within the contract that have stand-alone value to the customer are separated and recognized upon delivery based upon the Company’s best estimate of their selling prices. These arrangements are not significant to the Company’s results of operations. In certain cases, software is included as part of these arrangements to allow Nielsen’s customers to view delivered information and is provided for the term of the arrangement and is not significant to the marketing effort and is not sold separately. Accordingly, software provided to Nielsen’s customers is considered to be incidental to the arrangements and is not recognized as a separate element.
66

A discussion of Nielsen’s revenue recognition policies, by segment, follows:
Buy
Revenue from the Buy segment, primarily from retail measurement services and consumer panel services is recognized over the period during which the services are performed and information is delivered to the customer, primarily on a straight-line basis.
The Company provides insights and solutions to customers through analytical studies that are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the information has been delivered to the customer.
Watch
Revenue from the Watch segment is primarily generated from television, radio, online and mobile measurement services and recognized over the contract period, as the service is delivered to the customer, primarily on a straight-line basis.
Deferred Costs
Incremental direct costs incurred related to establishing or significantly expanding a panel in a designated market and costs incurred to build the infrastructure to service new clients, are deferred at the point when Nielsen determines them to be recoverable. Prior to this point, these cost are expensed as incurred. These deferred costs are typically amortized over the original contract period beginning when the panel or electronic metered sample is ready for its intended use.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of operations. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with marketing/media research services. Advertising and marketing costs totaled $19 million, $19 million and $18 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Computation of Net Income per Share
Basic net income per share is computed using the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock.
Employee stock options, restricted stock and similar equity instruments granted by the Company are treated as potential common stock outstanding in computing diluted earnings per share. Diluted stock outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase stock.
The two-class method is an earnings allocation method for computing earnings/(loss) per share when a company’s capital structure includes either two or more classes of common stock or common stock and participating securities. This method determines earnings/(loss) per share based on dividends declared on common stock and participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any undistributed earnings. The two-class method did not have a significant impact on the calculation or presentation of earnings per share for any of the periods presented.
The effect of 2,437,100, 2,433,400 and 7,698,964 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the years ended December 31, 2014, 2013 and 2012, respectively, as such shares would have been anti-dilutive. Additionally, the Company’s mandatory convertible subordinated bonds due 2013 were converted into 10,416,700 shares of common stock on February 1, 2013, and were excluded from the calculation of diluted earnings per share for the year ended December 31, 2012, as such shares would have been anti-dilutive.
 
67

Comprehensive Income/(Loss)
Comprehensive income/(loss) is reported in the accompanying consolidated statements of comprehensive income/(loss) and consists of net income or loss and other gains and losses, net of tax affecting equity that are excluded from net income or loss.
Other Significant Accounting Policies
The following table includes other significant accounting policies that are described in other notes to the financial statements, including the related note and page number:
 
Significant Accounting Policy	Note	Page #	
Investments	8	    76	
Financial Instruments	8	   76	
Derivative Financial Instruments	8	   76	
Goodwill and Other Intangible Assets	5	   71	
Property, Plant and Equipment	7	   75	
Impairment of Long-Lived Assets	5&7	71 and 75	
Pensions and Other Post Retirement Benefits	                      10	    80	
Stock-Based Compensation	13	    94	
Income Taxes	14	    97	

2. Summary of Recent Accounting Pronouncements
Foreign Currency Matters
In March 2013, the FASB issued an Accounting 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 ASU did not have a significant impact on Nielsen’s consolidated financial statements.
Discontinued Operations
In April 2014, the FASB issued an ASU, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.  The ASU is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have 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 continuing involvement with the disposed component.  The ASU is effective for interim and annual reporting periods beginning after December 15, 2014 and must be applied prospectively.  Early adoption is permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue.  The adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”. 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 consolidated financial statements, including which transition method will be applied.
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Going Concern
In August 2014, the FASB issued an ASU, “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for all entities in the first annual period ending after December 15, 2016; however, early adoption is permitted. The adoption of this ASU is not expected to have a significant impact on the Company’s 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.
As a part of the Acquisition, Nielsen acquired the remaining 49.5% interest in Scarborough Research, a joint venture between Nielsen and Arbitron (“Scarborough”) that Nielsen historically accounted for under the equity method of accounting. Nielsen accounted for this transaction as a step-acquisition and calculated the fair value of its investment immediately before the acquisition to be $75 million. As a result, during the third quarter of 2013, Nielsen recorded a $24 million gain on its investment in Scarborough to other expense, net in the consolidated statement of operations. As of October 1, 2013, the financial results of Scarborough were included within the consolidated financial statements of Nielsen.
The Acquisition was accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. Since the date of the acquisition occurred on the last day of the quarter, the results of Arbitron were included within Company’s consolidated financial statements commencing October 1, 2013. The Company’s consolidated statement of operations for the year ended December 31, 2013 includes $134 million of revenues related to the Arbitron acquisition.
The purchase price was allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition. The following table summarizes the purchase price allocation:
 
(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	 	 	129	  	
Property and equipment	 	 	32	  	
Goodwill	 	 	947	  	
Amortizable intangible assets	 	 	472	  	
Other long term assets	 	 	2	  	
Deferred revenue	 	 	(47	) 	
Other current liabilities	 	 	(53	) 	
Deferred tax liabilities	 	 	(184	) 	
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.
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The allocation of the purchase price to goodwill and identified intangible assets was $947 million and $472 million, respectively. All of the Arbitron related goodwill and intangible assets are attributable to the Nielsen’s Watch segment.
Intangible assets and their estimated useful lives consist of the following:
 
(IN MILLIONS)	  	 	 	  	 	 	
Description	  	Amount	 	  	Useful Life	 	
Customer –related intangibles	  	$	271	  	  	 	10 – 15 years	  	
Computer software	  	 	159	  	  	 	5 – 10 years	  	
Trade names and trademarks	  	 	31	  	  	 	3 – 5 years	  	
Covenants-not-to-compete	  	 	11	  	  	 	1 – 2 years	  	
Total	  	$	472	  	  	 	 	 	
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 $19 million and $9 million for the years ended December 31, 2013 and 2012, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the consolidated statement of operations.
The following unaudited pro forma information presents the consolidated results of operations of the Company and Arbitron for the years ended December 31, 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:
 
 	  	December 31,	 	
(IN MILLIONS)	  	2013	 	  	2012	 	
Revenues	  	$	6,058	  	  	$	5,885	  	
Income from continuing operations	  	$	497	  	  	$	275	  	
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 year ended December 31, 2014, Nielsen paid cash consideration of $314 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2014, the impact on Nielsen’s consolidated results of operations would not have been material.
For the year ended December 31, 2013, excluding Arbitron, Nielsen paid cash consideration of $43 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2013, the impact on Nielsen’s consolidated results of operations would not have been material.
For the year ended December 31, 2012, Nielsen paid cash consideration of $160 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2012, the impact on Nielsen’s consolidated results of operations would not have been material.

4. Discontinued Operations
In February 2014, Nielsen 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. In June 2014, the Company completed the sale of Harris Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and technology company in exchange for a minority stake in ITWP. The consolidated statements of operations reflect the operating results of Harris 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 $290 million, net of tax. The consolidated statements of operations reflect the operating results of this business as a discontinued operation.
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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 exit. The consolidated statements of operations reflect the operating results of this business as a discontinued operation.
Summarized results of operations for discontinued operations for the years ended December 31, 2014, 2013 and 2012 are as follows:
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Revenue	 	$	15	 	 	$	103	 	 	$	205	 	
Operating income	 	 	—	 	 	 	35	 	 	 	72	 	
Interest expense	 	 	—	 	 	 	(8	)	 	 	(23	)	
Income from operations before income taxes	 	 	—	 	 	 	27	 	 	 	49	 	
Provision for income taxes	 	 	—	 	 	 	(12	)	 	 	(18	)	
Income from operations	 	 	—	 	 	 	15	 	 	 	31	 	
Net income/(loss) attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	1	 	
Gain on sale, net of tax	 	 	—	 	 	 	290	 	 	 	—	 	
Income from discontinued operations	 	$	—	 	 	$	305	 	 	$	30	 	
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 years ended December 31, 2014, 2013 and 2012, interest expense of zero, $8 million and $23 million, respectively was allocated to discontinued operations.
Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s consolidated statements of cash flows:
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	 	2014	 	 	2013	 	 	2012	 	
Net cash provided by operating activities	 	$	—	 	 	$	36	 	 	$	67	 	
Net cash provided by investing activities	 	 	—	 	 	 	—	 	 	 	(11	)	
Net cash provided by financing activities	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	$	—	 	 	$	36	 	 	$	56	 	
 
5. Goodwill and Other Intangible Assets
Goodwill
Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. Nielsen has designated October 1 st as the date in which the annual assessment is performed as this timing corresponds with the development of the Company’s formal budget and business plan review. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. The Company established, and continues to evaluate, its reporting units based on its internal reporting structure and defines such reporting units at its operating segment level or one level below. The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily an income approach using a discounted cash flow analysis supplemented by a market-based approach.
A discounted cash flow analysis requires the use of various assumptions, including expectations of future cash flows, growth rates, discount rates and tax rates in developing the present value of future cash flow projections. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings as well as recent comparable transactions.
The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace. There was no impairment noted in any period presented with respect to the Company’s indefinite-lived intangible assets.
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Nielsen is required to assess whether the value of the Company’s amortizable intangible assets have been impaired whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Nielsen does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows expected to be derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires Nielsen to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and our assessments change. There was no impairment noted in any period presented with respect to the Company’s amortizable intangible assets.
Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairments losses, if any.
The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2014 and 2013, respectively.
 
(IN MILLIONS)	 	Buy	 	 	Watch	 	 	Expositions	 	 	Total	 	
Balance, December 31, 2012 (a)	 	$	3,061	 	 	$	3,726	 	 	$	565	 	 	$	7,352	 	
Acquisitions, divestitures and other adjustments	 	 	17	 	 	 	945	 	 	 	(565	)	 	 	397	 	
Effect of foreign currency translation	 	 	(73	)	 	 	8	 	 	 	-	 	 	 	(65	)	
Balance, December 31, 2013	 	$	3,005	 	 	$	4,679	 	 	$	-	 	 	$	7,684	 	
Acquisitions, divestitures and other adjustments	 	 	202	 	 	 	4	 	 	 	-	 	 	 	206	 	
Effect of foreign currency translation	 	 	(193	)	 	 	(26	)	 	 	-	 	 	 	(219	)	
Balance, December 31, 2014	 	$	3,014	 	 	$	4,657	 	 	$	-	 	 	$	7,671	 	
Cummulative Impairments	 	$	-	 	 	$	376	 	 	$	2	 	 	$	378	 	
 
(a)	During the fourth quarter of 2013, to conform to a change in management reporting, Nielsen reclassified two products from the Buy segment to the Watch segment. Goodwill by segment has been retrospectively restated to reflect this change.	
At December 31, 2014, $73 million of goodwill is expected to be deductible for income tax purposes.
Other Intangible Assets
Intangible assets with finite lives are stated at historical cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually.
Nielsen has purchased and internally developed software to facilitate its global information processing, financial reporting and client access needs. Costs that are related to the conceptual formulation and design of software programs are expensed as incurred. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset and are amortized over the estimated useful life. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from the future cash flows, the software cost is written down to estimate fair value and an impairment is recognized. These estimates are subject to revision as market conditions and as our assessments change.
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The table below summarizes the carrying value of such intangible assets and their estimated useful lives:
 
 	 	 	 	 	 	Gross Amounts	 	 	Accumulated Amortization	 	
 	 	Estimated	 	Weighted	 	December 31,	 	 	December 31,	 	 	December 31,	 	 	December 31,	 	
(IN MILLIONS)	 	Useful Lives	 	Average	 	2014	 	 	2013	 	 	2014	 	 	2013	 	
Indefinite-lived intangibles:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trade names and trademarks	 	 	 	 	 	$	1,921	 	 	$	1,921	 	 	$	-	 	 	$	-	 	
Amortized intangibles:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trade names and trademarks	 	5-20 years	 	14 years	 	 	166	 	 	 	156	 	 	 	(68	)	 	 	(53	)	
Customer-related intangibles	 	6-25 years	 	22 years	 	 	2,938	 	 	 	2,882	 	 	 	(1,054	)	 	 	(897	)	
Covenants-not-to-compete	 	1-7 years	 	3 years	 	 	36	 	 	 	36	 	 	 	(30	)	 	 	(19	)	
Computer software	 	3-10 years	 	5 years	 	 	1,935	 	 	 	1,668	 	 	 	(1,157	)	 	 	(941	)	
Patents and other	 	3-10 years	 	5 years	 	 	105	 	 	 	95	 	 	 	(77	)	 	 	(67	)	
Total	 	 	 	 	 	$	5,180	 	 	$	4,837	 	 	$	(2,386	)	 	$	(1,977	)	
 
The amortization expense for the years ended December 31, 2014, 2013 and 2012 was $404 million, $324 million and $294 million, respectively. These amounts include amortization expense associated with computer software of $217 million, $171 million and $151 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Certain of the trade names associated with Nielsen are deemed indefinite-lived intangible assets, as their associated Nielsen brand awareness and recognition has existed for over 50 years and the Company intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.
The Company’s 2014, 2013 and 2012 annual assessments did not result in an impairment for any of its underlying reporting units or indefinite-lived intangible assets.
All other intangible assets are subject to amortization. Future amortization expense is estimated to be as follows:
 
(IN MILLIONS)	 	 	 	
For the year ending December 31:	 	 	 	
2015	$	397	 	
2016	340	 	
2017	293	 	
2018	238	 	
2019	191	 	
Thereafter	 	1,335	 	
Total	$	2,794	 	

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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 years ended December 31, 2014 and 2013, respectively.
 
 	Currency	 	 	Available-	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Translation	 	 	for-Sale	 	 	 	 	 	 	Post Employment	 	 	 	 	 	
 	Adjustments	 	 	Securities	 	 	Cash Flow Hedges	 	 	Benefits	 	 	Total	 	
(IN MILLIONS)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance December 31, 2013	$	(124	)	 	$	9	 	 	$	(5	)	 	$	(267	)	 	$	(387	)	
Other comprehensive (loss)/income before reclassifications	 	(301	)	 	 	10	 	 	 	(6	)	 	 	(123	)	 	 	(420	)	
Amounts reclassified from accumulated other comprehensive (loss)/income	—	 	 	—	 	 	9	 	 	14	 	 	23	 	
Net current period other comprehensive (loss)/income	 	(301	)	 	 	10	 	 	 	3	 	 	 	(109	)	 	 	(397	)	
Net current period other comprehensive loss attributable to noncontrolling interest	 	(7	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(7	)	
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders	 	(294	)	 	 	10	 	 	 	3	 	 	 	(109	)	 	 	(390	)	
Balance December 31, 2014	$	(418	)	 	$	19	 	 	$	(2	)	 	$	(376	)	 	$	(777	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Currency	 	 	Available-	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Translation	 	 	for-Sale	 	 	 	 	 	 	Post Employment	 	 	 	 	 	
 	Adjustments	 	 	Securities	 	 	Cash Flow Hedges	 	 	Benefits	 	 	Total	 	
(IN MILLIONS)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance December 31, 2012	$	(23	)	 	$	—	 	 	$	(13	)	 	$	(297	)	 	$	(333	)	
Other comprehensive (loss)/income before reclassifications	 	(99	)	 	 	9	 	 	 	(3	)	 	 	15	 	 	 	(78	)	
Amounts reclassified from accumulated other comprehensive (loss)/income	—	 	 	—	 	 	 	11	 	 	 	15	 	 	 	26	 	
Net current period other comprehensive (loss)/income	 	(99	)	 	 	9	 	 	 	8	 	 	 	30	 	 	 	(52	)	
Net current period other comprehensive income attributable to noncontrolling interest	 	2	 	 	—	 	 	—	 	 	—	 	 	 	2	 	
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders	 	(101	)	 	 	9	 	 	 	8	 	 	 	30	 	 	 	(54	)	
Balance December 31, 2013	$	(124	)	 	$	9	 	 	$	(5	)	 	$	(267	)	 	$	(387	)	
 
The table below summarizes the reclassification of accumulated other comprehensive loss by component for the years ended December 31, 2014 and 2013, respectively.
 
 	 	Amount Reclassified from	 	 	 	
 	 	Accumulated Other	 	 	 	
(IN MILLIONS)	 	Comprehensive Loss	 	 	 	
Details about Accumulated	 	 	 	 	 	 	 	 	 	Affected Line Item in the	
Other Comprehensive	 	Year Ended December 31,	 	 	Consolidated	
Income components	 	2014	 	 	2013	 	 	Statement of Operations	
Cash flow hedges	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	$	15	 	 	$	16	 	 	Interest expense	
 	 	 	(6	)	 	 	(5	)	 	Benefit for income taxes	
 	 	$	9	 	 	$	11	 	 	Total, net of tax	
Amortization of Post-Employment Benefits	 	 	 	 	 	 	 	 	 	 	
Actuarial loss	 	$	19	 	 	$	17	 	 	(a)	
 	 	 	(5	)	 	 	(2	)	 	Benefit for income taxes	
 	 	$	14	 	 	$	15	 	 	Total, net of tax	
Total reclassification for the period	 	$	23	 	 	$	26	 	 	Net of tax	
 
(a)	This accumulated other comprehensive loss component is included in the computation of net periodic pension cost.	
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7. Property, Plant and Equipment
Property, plant and equipment are carried at historical cost less accumulated depreciation and impairment losses. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives.
Nielsen is required to assess whether the value of our long-lived assets, including the Company’s buildings, improvements, technical and other equipment have been impaired whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Nielsen does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows expected to be derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires Nielsen to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and our assessments change. There was no impairment noted in any period presented with respect to the Company’s finite long-lived assets.
The following tables summaries the carrying value of our property, plant and equipment including the associated useful lives:
 
 	 	Estimated	 	December 31,	 	 	December 31,	 	
(IN MILLIONS)	 	Useful Life	 	2014	 	 	2013	 	
Land and buildings	 	25-50 years	 	$	352	 	 	$	350	 	
Information and communication equipment	 	3-10 years	 	 	908	 	 	 	809	 	
Furniture, equipment and other	 	3-10 years	 	 	119	 	 	 	117	 	
 	 	 	 	 	1,379	 	 	 	1,276	 	
Less accumulated depreciation and amortization	 	 	 	 	(846	)	 	 	(716	)	
 	 	 	 	$	533	 	 	$	560	 	
Depreciation and amortization expense from continuing operations related to property, plant and equipment was $162 million, $169 million and $183 million for the years ended December 31, 2014, 2013 and 2012, respectively.
The above amounts include amortization expense on assets under capital leases and other financing obligations of $10 million, $7 million and $7 million for the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of assets under capital leases and other financing obligations was $147 million and $145 million as of December 31, 2014 and 2013, respectively. Capital leases and other financing obligations are comprised primarily of buildings and computer equipment.
Gross and net book value of assets under capital leases were as follows:
 
(IN MILLIONS)	 	December 31, 2014	 	
 	 	Gross Book Value	 	 	Accumulated  Depreciation	 	 	Net Book Value	 	
Land and buildings	 	$	172	 	 	$	(60	)	 	$	112	 	
Information and communication equipment	 	 	56	 	 	 	(21	)	 	 	35	 	
 	 	$	228	 	 	$	(81	)	 	$	147	 	

December 31, 2013	 	
 	 	Gross Book Value	 	 	Accumulated  Depreciation	 	 	Net Book Value	 	
Land and buildings	 	$	184	 	 	$	(59	)	 	$	125	 	
Information and communication equipment	 	 	32	 	 	 	(12	)	 	 	20	 	
 	 	$	216	 	 	$	(71	)	 	$	145	 	

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8. Fair Value Measurements
Nielsen’s financial instruments include cash and cash equivalents, investments, long-term debt and derivative financial instruments. These financial instruments potentially subject Nielsen to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with acknowledged financial institutions. The carrying value of Nielsen’s financial instruments approximate fair value, except for differences with respect to long-term, fixed and variable-rate debt and certain differences relating to investments accounted for at cost. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques. Cash equivalents have original maturities of three months or less.
In addition, the Company has accounts receivable that are not collateralized. The Buy and Watch segments service high quality clients dispersed across many geographic areas. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends in determining the allowance for doubtful accounts.
Investments include available-for-sale securities carried at fair value, or at cost if not publicly traded, investments in affiliates, and a trading asset portfolio maintained to generate returns to offset changes in certain liabilities related to deferred compensation arrangements. For the available-for-sale securities, any unrealized holding gains and losses, net of deferred income taxes, are excluded from operating results and are recognized in stockholders’ equity as a component of accumulated other comprehensive income/(loss) net, until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence. For the year ended December 31, 2012, the Company recorded a $6 million impairment in other expense, net in the consolidated statement of operations, for a decline in value of an investment in an equity security that was determined to be other-than-temporary. No such impairment was recorded for the years ended December 31, 2014 and 2013.
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.
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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 December 31, 2014 and 2013:
 
 	 	December 31,	 	 	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	2014	 	 	Level 1	 	 	Level 2	 	 	Level 3	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Investments in equity securities (1)	 	$	45	 	 	$	45	 	 	—	 	 	—	
Plan assets for deferred compensation (2)	 	 	28	 	 	 	28	 	 	—	 	 	—	
Investment in mutual funds (3)	 	 	2	 	 	 	2	 	 	—	 	 	—	
Interest rate swap arrangements (4)	 	 	1	 	 	—	 	 	 	1	 	 	—	
Total	 	$	76	 	 	$	75	 	 	$	1	 	 	—	
Liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate swap arrangements (4)	 	$	6	 	 	—	 	 	$	6	 	 	—	
Deferred compensation liabilities (5)	 	 	28	 	 	 	28	 	 	—	 	 	—	
Total	 	$	34	 	 	$	28	 	 	$	6	 	 	—	

 
 	 	December 31,	 	 	 	 	 	 	 	 	 	 	 	
 	 	2013	 	 	Level 1	 	 	Level 2	 	 	Level 3	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Investments in equity securities (1)	 	$	28	 	 	$	28	 	 	—	 	 	—	
Plan assets for deferred compensation (2)	 	 	25	 	 	 	25	 	 	—	 	 	—	
Investment in mutual funds (3)	 	 	2	 	 	 	2	 	 	—	 	 	—	
Total	 	$	55	 	 	$	55	 	 	—	 	 	—	
Liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate swap arrangements (4)	 	$	10	 	 	—	 	 	$	10	 	 	—	
Deferred compensation liabilities (5)	 	 	25	 	 	 	25	 	 	—	 	 	—	
Total	 	$	35	 	 	$	25	 	 	$	10	 	 	—	
(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. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence. No impairment charge was recorded for these available-for-sale securities during the years ended December 31, 2014 or 2013. 	
(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 expense, net in the consolidated statements of operations.	
(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
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instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss).
Nielsen manages 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 11 - 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 December 31, 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.
In November 2014, the Company entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in May 2016. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.78%. This derivative instrument has been designated as interest rate cash flow hedge.
In November 2014, the Company entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in September 2015. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.26%. This derivative instrument has been designated as interest rate cash flow hedge.
In October and November 2013, the Company entered into $1,000 million in aggregate notional amount of three-year interest rate swap agreements with starting dates in November 2013. These agreements fix the LIBOR related portion of interest rates of a corresponding amount of our variable-rate debt at a weighted average rate of 0.46%. The commencement date of these interest rate swaps coincided with the $1,000 million aggregate notional amount of interest rate swaps that matured in November 2013. These derivative instruments have been designated as interest rate cash flow hedges.
In July 2013, the Company entered into $575 million in aggregate notional amount of three-year interest swap agreements with starting dates in July 2013. These agreements fix the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 0.67%. These derivative instruments have been designated as interest rate cash flow hedges.
In November 2012, the Company entered into $500 million in aggregate notional amount of four-year interest rate swap agreements with starting dates in November 2012. These agreements fix the LIBOR related portion of interest rates of a corresponding amount of our variable-rate debt at a weighted average rate of 0.57%. The commencement date of these interest rate swaps coincided with the $500 million aggregate notional amount of interest rate swaps that matured in November 2012. These derivative instruments have been designated as interest rate cash flow hedges.
In November 2011, the Company entered into a $125 million notional amount and a €125 million notional amount of four-year interest rate swap agreements with starting dates in November 2011. These agreements fix the LIBOR and Euro LIBOR-related
78

portion of interest rates of a corresponding amount of the Company’s variable-rate debt at a rate of 0.84% and 1.30%, respectively. These derivative instruments have been designated as interest rate cash flow hedges.
In August 2011, the Company entered into $250 million in aggregate notional amount of four-year forward interest swap agreements with starting dates in September 2011. These agreements fix the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 0.84%. These derivative instruments have been designated as interest rate cash flow hedges.
Nielsen expects to recognize approximately $8 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.
As of December 31, 2014 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:
 
 	Notional Amount	 	 	Maturity Date	 	 	Currency	 	
Interest rate swaps designated as hedging instruments	 	 	 	 	 	 	 	 	 	 	 	
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	 	 	 	September 2015	 	 	 	US Dollar	 	
US Dollar term loan floating-to-fixed rate swaps	$	125,000,000	 	 	 	November 2015	 	 	 	US Dollar	 	
Euro term loan floating-to-fixed rate swaps	€	125,000,000	 	 	 	November 2015	 	 	 	Euro	 	
US Dollar term loan floating-to-fixed rate swaps	$	1,575,000,000	 	 	 	May 2016	 	 	 	US Dollar	 	
US Dollar term loan floating-to-fixed rate swaps	$	500,000,000	 	 	 	November 2016	 	 	 	US Dollar	 	
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	 	 	 	September 2017	 	 	 	US Dollar	 	
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	 	 	 	May 2018	 	 	 	US Dollar	 	
Foreign Currency Risk
Nielsen has managed its exposure to changes in foreign currency exchange rates attributable to certain of its long-term debt through the use of foreign currency swap derivative instruments. When the derivative financial instrument is deemed to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive loss and recognized contemporaneously with the earnings effects of the hedged item.
See Note 11 – “Long-term Debt and Other Financing Arrangements” for more information on the long-term debt transactions referenced in this note.
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The fair values of the Company’s derivative instruments as of December 31, 2014 and December 31, 2013 were as follows:
 
 	 	December 31, 2014	 	 	December 31, 2013	 	
 	 	 	 	 	 	Accounts Payable	 	 	 	 	 	 	Accounts Payable	 	 	 	 	 	
Derivatives Designated as Hedging
Instruments	 	Other Non-	 	 	and Other
Current	 	 	Other Non-
Current	 	 	and Other
Current	 	 	Other Non-
Current	 	
(IN MILLIONS)	 	Current Assets	 	 	Liabilities	 	 	Liabilities	 	 	Liabilities	 	 	Liabilities	 	
Interest rate swaps	 	$	1	 	 	$	4	 	 	$	2	 	 	$	2	 	 	$	8	 	
Derivatives in Cash Flow Hedging Relationships
The pre-tax effect of derivative instruments in cash flow hedging relationships for the years ended December 31, 2014, 2013 and 2012 was as follows (amounts in millions):

 	 	Amount of Loss	 	 	 	 	Amount of Loss	 	
 	 	Recognized in OCI	 	 	Location of Loss	 	Reclassified from OCI	 	
 	 	on Derivatives	 	 	Reclassified from OCI	 	into Income	 	
Derivatives in Cash Flow	 	(Effective Portion)	 	 	into Income	 	(Effective Portion)	 	
Hedging Relationships	 	December 31,	 	 	(Effective Portion)	 	December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	 	 	 	2014	 	 	2013	 	 	2012	 	
Interest rate swaps	 	$	10	 	 	$	4	 	 	$	23	 	 	Interest expense	 	$	15	 	 	$	16	 	 	$	25	 	
 
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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company is required, on a nonrecurring basis, to adjust the carrying value 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 years ended December 31, 2014 or 2013.

9. Restructuring Activities
Restructuring charges primarily relate to employee separation packages. The amounts are calculated based on salary levels and past service periods. Severance costs are generally charged to earnings when the employee is notified of the offer.
A summary of the changes in the liabilities for restructuring activities is provided below:
 
 	 	Total	 	
(IN MILLIONS)	 	Initiatives	 	
Balance at December 31, 2011	 	$	67	 	
Charges	 	 	85	 	
Non cash charges and other adjustments	 	 	(6	)	
Payments	 	 	(82	)	
Balance at December 31, 2012	 	 	64	 	
Charges	 	 	119	 	
Non cash charges and other adjustments	 	 	(4	)	
Payments	 	 	(80	)	
Balance at December 31, 2013	 	 	99	 	
Charges	 	 	89	 	
Non cash charges and other adjustments	 	 	(3	)	
Payments	 	 	(113	)	
Balance at December 30, 2014	 	$	72	 	
 
Of the $72 million in remaining liabilities for restructuring actions, $60 million is expected to be paid within one year and is classified as a current liability within the consolidated financial statements as of December 31, 2014.
Productivity Initiatives  
The Company recorded $89 million in restructuring charges primarily relating to employee severance associated with productivity initiatives during the year ended December 31, 2014.  
The Company recorded $119 million in restructuring charges associated with productivity initiatives during the year ended December 31, 2013. The charges primarily related to employee severance associated with productivity initiatives and contract termination costs.
The Company recorded $85 million in restructuring charges associated with productivity initiatives during the year ended December 31, 2012. Of these amounts, $5 million related to property lease termination charges with the remainder relating to severance costs associated with employee terminations.
 
10. Pensions and Other Post-Retirement Benefits
Nielsen provides a number of retirement benefits to our employees, including defined benefit pension plans and post-retirement medical plans. Pension costs, in respect of defined benefit pension plans, primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Differences between this expected return and the actual return on these plan assets and actuarial changes are not recognized in the statement of operations, unless the accumulated differences and changes exceed a certain threshold. Nielsen recognizes obligations for contributions to defined contribution pension plans as expenses in the statement of operations as they are incurred.
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The determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, the expected return on plan assets and the assumed rate of compensation increases. Nielsen provides retiree medical benefits to a limited number of participants in the U.S. and have ceased to provide retiree health care benefits to certain of our Dutch retirees. Therefore, retiree medical care cost trend rates are not a significant driver of our post retirement costs. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as turnover, retirement and longevity rates. Management reviews these assumptions periodically and updates them as necessary.
The discount rate is the rate at which the benefit obligations could be effectively settled. For our U.S. plans, the discount rate is based on a bond portfolio that includes only long-term bonds with an Aa rating, or equivalent, from a major rating agency. For the Dutch and other non-U.S. plans, the discount rate is set by reference to market yields on high-quality corporate bonds. Nielsen believes the timing and amount of cash flows related to the bonds in these portfolios are expected to match the estimated payment benefit streams of our plans.
To determine the expected long-term rate of return on pension plan assets, we consider, for each country, the structure of the asset portfolio and the expected rates of return for each of the components. For Nielsen’s U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on our principal plans by approximately $1 million per year. A similar 50 basis point decrease in the expected return on assets would increase pension expense on our principal Dutch plans by approximately $3 million per year. The Company assumed that the weighted-averages of long-term returns on our pension plans were 6.0%, 6.0% and 6.2% for the years ended December 31, 2014, 2013 and 2012, respectively. The actual return on plan assets will vary year to year from this assumption. Although the actual return on plan assets will vary from year to year, Nielsen believes it is appropriate to use long-term expected forecasts in selecting our expected return on plan assets. As such, there can be no assurance that the Company’s actual return on plan assets will approximate the long-term expected forecasts.
Nielsen sponsors both funded and unfunded defined benefit pension plans (the “Pension Plans”) for some of its employees in the Netherlands, the United States and other international locations.
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A summary of the activity for the Pension Plans follows:
 
 	 	Year Ended	 	
 	 	December 31, 2014	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Change in projected benefit obligation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Benefit obligation at beginning of period	 	$	761	 	 	$	336	 	 	$	643	 	 	$	1,740	 	
Service cost	 	 	4	 	 	1	 	 	 	14	 	 	 	19	 	
Interest cost	 	 	25	 	 	 	16	 	 	 	26	 	 	 	67	 	
Plan participants’ contributions	 	—	 	 	—	 	 	 	2	 	 	 	2	 	
Actuarial losses	 	 	137	 	 	52	 	 	131	 	 	320	 	
Benefits paid	 	(35	)	 	(12	)	 	(22	)	 	(69	)	
Expenses paid	 	(2	)	 	—	 	 	(3	)	 	(5	)	
Premiums paid	 	—	 	 	—	 	 	(1	)	 	(1	)	
Amendments	 	(4	)	 	—	 	 	—	 	 	(4	)	
Curtailments	 	—	 	 	(1	)	 	—	 	 	(1	)	
Settlements	 	—	 	 	(12	)	 	(29	)	 	(41	)	
Effect of foreign currency translation	 	 	(102	)	 	—	 	 	 	(63	)	 	 	(165	)	
Benefit obligation at end of period	 	 	784	 	 	 	380	 	 	 	698	 	 	 	1,862	 	
Change in plan assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair value of plan assets at beginning of period	 	 	736	 	 	 	298	 	 	 	554	 	 	 	1,588	 	
Actual return on plan assets	 	 	90	 	 	 	26	 	 	 	86	 	 	 	202	 	
Employer contributions	 	 	11	 	 	1	 	 	 	23	 	 	 	35	 	
Plan participants’ contributions	 	—	 	 	—	 	 	 	2	 	 	 	2	 	
Benefits paid	 	(35	)	 	(12	)	 	(22	)	 	(69	)	
Expenses paid	 	(2	)	 	—	 	 	(3	)	 	(5	)	
Premiums paid	 	—	 	 	—	 	 	(1	)	 	(1	)	
Settlements	 	—	 	 	(12	)	 	(29	)	 	(41	)	
Insurance	 	6	 	 	 	—	 	 	—	 	 	 	6	 	
Effect of foreign currency translation	 	 	(95	)	 	—	 	 	 	(48	)	 	 	(143	)	
Fair value of plan assets at end of period	 	 	711	 	 	 	301	 	 	 	562	 	 	 	1,574	 	
Funded status	 	$	(73	)	 	$	(79	)	 	$	(136	)	 	$	(288	)	
Amounts recognized in the Consolidated Balance Sheets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pension assets included in other non-current assets	 	—	 	 	—	 	 	 	35	 	 	 	35	 	
Current liabilities	 	—	 	 	(1	)	 	(2	)	 	(3	)	
Accrued benefit liability included in other non-current liabilities	 	(73	)	 	(78	)	 	(169	)	 	(320	)	
Net amount recognized	 	$	(73	)	 	$	(79	)	 	$	(136	)	 	$	(288	)	
Amounts recognized in Accumulated Other Comprehensive Income/(Loss), before tax	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	45	 	 	$	46	 	 	$	65	 	 	$	156	 	
Settlement loss	 	 	—	 	 	 	(1	)	 	 	(6	)	 	 	(7	)	
Amortization of net loss	 	(5	)	 	(4	)	 	(3	)	 	(12	)	
Total recognized in other comprehensive income/(loss)	 	$	40	 	 	$	41	 	 	$	56	 	 	$	137	 	
Amounts not yet reflected in net periodic benefit cost and included in Accumulated Other Comprehensive Income/(Loss), before tax	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrecognized losses	 	$	223	 	 	$	96	 	 	$	144	 	 	$	463	 	
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 	 	Year Ended	 	
 	 	December 31, 2013	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Change in projected benefit obligation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Benefit obligation at beginning of period	 	$	727	 	 	$	295	 	 	$	664	 	 	$	1,686	 	
Service cost	 	 	4	 	 	—	 	 	 	15	 	 	 	19	 	
Interest cost	 	 	25	 	 	 	13	 	 	 	24	 	 	 	62	 	
Plan participants’ contributions	 	—	 	 	—	 	 	 	2	 	 	 	2	 	
Actuarial losses/(gains)	 	 	12	 	 	 	(8	)	 	 	(27	)	 	 	(23	)	
Benefits paid	 	 	(35	)	 	 	(11	)	 	 	(21	)	 	 	(67	)	
Expenses paid	 	 	(2	)	 	—	 	 	 	(3	)	 	 	(5	)	
Premiums paid	 	—	 	 	—	 	 	 	(1	)	 	 	(1	)	
Amendments	 	—	 	 	—	 	 	 	(1	)	 	 	(1	)	
Curtailments	 	—	 	 	—	 	 	 	(13	)	 	 	(13	)	
Settlements	 	—	 	 	—	 	 	 	(1	)	 	(1	)	
Acquisition	 	—	 	 	 	47	 	 	—	 	 	 	47	 	
Effect of foreign currency translation	 	 	30	 	 	—	 	 	 	5	 	 	 	35	 	
Benefit obligation at end of period	 	 	761	 	 	 	336	 	 	 	643	 	 	 	1,740	 	
Change in plan assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair value of plan assets at beginning of period	 	 	707	 	 	 	248	 	 	 	486	 	 	 	1,441	 	
Actual return on plan assets	 	 	28	 	 	 	25	 	 	 	46	 	 	 	99	 	
Employer contributions	 	 	8	 	 	—	 	 	 	43	 	 	 	51	 	
Plan participants’ contributions	 	—	 	 	—	 	 	 	2	 	 	 	2	 	
Benefits paid	 	 	(35	)	 	 	(11	)	 	 	(21	)	 	 	(67	)	
Expenses paid	 	 	(2	)	 	—	 	 	 	(3	)	 	 	(5	)	
Premiums paid	 	—	 	 	—	 	 	 	(1	)	 	 	(1	)	
Settlements	 	—	 	 	—	 	 	 	(1	)	 	 	(1	)	
Acquisition	 	—	 	 	 	36	 	 	—	 	 	 	36	 	
Effect of foreign currency translation	 	 	30	 	 	—	 	 	 	3	 	 	 	33	 	
Fair value of plan assets at end of period	 	 	736	 	 	 	298	 	 	 	554	 	 	 	1,588	 	
Funded status	 	$	(25	)	 	$	(38	)	 	$	(89	)	 	$	(152	)	
Amounts recognized in the Consolidated Balance Sheets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pension assets included in other non-current assets	 	—	 	 	—	 	 	 	40	 	 	 	40	 	
Current liabilities	 	—	 	 	 	(1	)	 	 	(1	)	 	 	(2	)	
Accrued benefit liability included in other non-current liabilities	 	 	(25	)	 	 	(37	)	 	 	(128	)	 	 	(190	)	
Net amount recognized	 	$	(25	)	 	$	(38	)	 	$	(89	)	 	$	(152	)	
Amounts recognized in Accumulated Other Comprehensive Income/(Loss), before tax	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss/(gain)	 	$	24	 	 	$	(14	)	 	$	(56	)	 	$	(46	)	
Amortization of net loss	 	 	(6	)	 	 	(5	)	 	 	(6	)	 	 	(17	)	
Total recognized in other comprehensive income/(loss)	 	$	18	 	 	$	(19	)	 	$	(62	)	 	$	(63	)	
Amounts not yet reflected in net periodic benefit cost and included in Accumulated Other Comprehensive Income/(Loss), before tax	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrecognized losses	 	$	183	 	 	$	55	 	 	$	88	 	 	$	326	 	
The total accumulated benefit obligation and minimum liability changes for the Pension Plans were as follows:
 
 	 	Year Ended	 	 	Year Ended	 	 	Year Ended	 	
 	 	December 31,	 	 	December 31,	 	 	December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Accumulated benefit obligation.	 	$	1,803	 	 	$	1,683	 	 	$	1,618	 	
83

 
 	 	Pension Plans with Accumulated	 	
 	 	Benefit Obligation in Excess of Plan	 	
 	 	Assets at December 31, 2014	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Projected benefit obligation	 	$	784	 	 	$	380	 	 	$	590	 	 	$	1,754	 	
Accumulated benefit obligation	 	783	 	 	380	 	 	537	 	 	 	1,700	 	
Fair value of plan assets	 	711	 	 	301	 	 	419	 	 	 	1,431	 	

 	 	Pension Plans with Projected	 	
 	 	Benefit Obligation in Excess of Plan	 	
 	 	Assets at December 31, 2014	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Projected benefit obligation	 	$	784	 	 	$	380	 	 	$	590	 	 	$	1,754	 	
Accumulated benefit obligation	 	783	 	 	380	 	 	537	 	 	 	1,700	 	
Fair value of plan assets	 	711	 	 	301	 	 	419	 	 	 	1,431	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Pension Plans with Accumulated	 	
 	 	Benefit Obligation in Excess of Plan	 	
 	 	Assets at December 31, 2013	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Projected benefit obligation	 	$	761	 	 	$	336	 	 	$	524	 	 	$	1,621	 	
Accumulated benefit obligation	 	756	 	 	334	 	 	477	 	 	 	1,567	 	
Fair value of plan assets	 	736	 	 	298	 	 	395	 	 	 	1,429	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Pension Plans with Projected	 	
 	 	Benefit Obligation in Excess of Plan	 	
 	 	Assets at December 31, 2013	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Projected benefit obligation	 	$	761	 	 	$	336	 	 	$	524	 	 	$	1,621	 	
Accumulated benefit obligation	 	756	 	 	334	 	 	477	 	 	 	1,567	 	
Fair value of plan assets	 	736	 	 	298	 	 	395	 	 	 	1,429	 	
 
84

Net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012, respectively, includes the following components:
 
 	 	Net Periodic Pension Costs	 	
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
Year ended December 31, 2014	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	4	 	 	$	1	 	 	$	14	 	 	$	19	 	
Interest cost	 	 	25	 	 	 	16	 	 	 	26	 	 	 	67	 	
Expected return on plan assets	 	 	(35	)	 	 	(21	)	 	 	(35	)	 	 	(91	)	
Settlement loss recognized	 	 	—	 	 	 	1	 	 	 	6	 	 	 	7	 	
Amortization of net loss	 	 	5	 	 	 	4	 	 	 	3	 	 	 	12	 	
Net periodic pension cost	 	$	(1	)	 	$	1	 	 	$	14	 	 	$	14	 	
Year ended December 31, 2013	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	4	 	 	$	—	 	 	$	15	 	 	$	19	 	
Interest cost	 	 	25	 	 	 	13	 	 	 	24	 	 	 	62	 	
Expected return on plan assets	 	 	(34	)	 	 	(18	)	 	 	(31	)	 	 	(83	)	
Amortization of net loss	 	 	6	 	 	 	5	 	 	 	6	 	 	 	17	 	
Net periodic pension cost	 	$	1	 	 	$	—	 	 	$	14	 	 	$	15	 	
Year ended December 31, 2012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	3	 	 	$	—	 	 	$	14	 	 	$	17	 	
Interest cost	 	 	28	 	 	 	13	 	 	 	25	 	 	 	66	 	
Expected return on plan assets	 	 	(34	)	 	 	(18	)	 	 	(29	)	 	 	(81	)	
Amortization of net loss	 	 	3	 	 	 	4	 	 	 	4	 	 	 	11	 	
Net periodic pension cost	 	$	—	 	 	$	(1	)	 	$	14	 	 	$	13	 	
 
The settlement losses of $7 million in 2014 resulted from annuity purchases for existing retirees in Canada of $5 million, and restructuring actions in Mexico and the US of $1 million, respectively.  
The deferred loss included as a component of accumulated other comprehensive income/(loss) that is expected to be recognized as a component of net periodic benefit cost during 2015 is as follows:
 
 	 	The
Netherlands	 	 	United
States	 	 	Other	 	 	Total	 	
Net actuarial loss	 	$	(9	) 	 	$	(7	) 	 	$	(8	) 	 	$	(24	) 	
Actuarial gains and losses are amortized over the average remaining service lives for plans with active participants, and over the average remaining lives for legacy plans with no active participants.
The weighted average assumptions underlying the pension computations were as follows:
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Pension benefit obligation:	 	 	 	 	 	 	 	 	 	 	 	 	
—discount rate	 	 	2.8	%	 	 	4.1	%	 	 	3.8	%	
—rate of compensation increase	 	 	2.0	%	 	 	2.1	%	 	 	2.1	%	
Net periodic pension costs:	 	 	 	 	 	 	 	 	 	 	 	 	
—discount rate	 	 	4.1	%	 	 	3.8	%	 	 	4.7	%	
—rate of compensation increase	 	 	2.1	%	 	 	2.1	%	 	 	2.0	%	
—expected long-term return on plan assets	 	 	6.0	%	 	 	6.0	%	 	 	6.2	%	
 
The assumptions for the expected return on plan assets for the Pension Plans were based on a review of the historical returns of the asset classes in which the assets of the Pension Plans are invested and long-term economic forecast for the type of investments held by the plans.  The historical returns on these asset classes were weighted based on the expected long-term allocation of the assets of the Pension Plans.
85

Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:
 
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
 	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
At December 31, 2014	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity securities	 	 	24	%	 	 	58	%	 	 	44	%	 	 	37	%	
Fixed income securities	 	61	 	 	33	 	 	49	 	 	51	 	
Other	 	15	 	 	9	 	 	7	 	 	12	 	
Total	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	
At December 31, 2013	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity securities	 	 	24	%	 	 	62	%	 	 	50	%	 	 	40	%	
Fixed income securities	 	61	 	 	37	 	 	43	 	 	50	 	
Other	 	15	 	 	1	 	 	7	 	 	10	 	
Total	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	
 
No Nielsen shares are held by the Pension Plans.
Nielsen’s primary objective with regard to the investment of the Pension Plans’ assets is to ensure that in each individual plan, sufficient funds are available to satisfy future benefit obligations. For this purpose, asset and liability management studies are made periodically at each pension fund. For each of the Pension Plans, an appropriate mix is determined on the basis of the outcome of these studies, taking into account the national rules and regulations. The overall target asset allocation among all plans for 2014 was 40% equity securities and 57% long-term interest-earning investments (debt or fixed income securities), and 3% other investments.
Equity securities primarily include investments in U.S. and non U.S. companies. Fixed income securities include corporate bonds of companies from diversified industries and mortgage-backed securities. Other types of investments are primarily insurance contracts.
Assets at fair value (See Note 8 – “Fair Value Measurements” for additional information on fair value measurement and the underlying fair value hierarchy) as of December 31, 2014 and 2013 are as follows:
 
(IN MILLIONS)	 	December 31, 2014	 	 	 	December 31, 2013	 	
Asset Category	 	Level 1	 	 	Level 2	 	 	Level 3	 	 	Total	 	 	 	Level 1	 	 	Level 2	 	 	Level 3	 	 	Total	 	
Cash and equivalents	 	$	37	 	 	$	1	 	$	—	 	 	$	38	 	 	 	$	15	 	 	$	4	 	$	—	 	 	$	19	 	
Equity securities – U.S.	 	 	80	 	 	 	13	 	 	—	 	 	 	93	 	 	 	 	80	 	 	 	72	 	 	—	 	 	 	152	 	
Equity securities – Global.	 	 	4	 	 	 	292	 	 	—	 	 	 	296	 	 	 	 	7	 	 	 	191	 	 	—	 	 	 	198	 	
Equity securities – non-U.S.	 	 	29	 	 	 	171	 	 	—	 	 	 	200	 	 	 	 	31	 	 	 	256	 	 	—	 	 	 	287	 	
Real estate	 	—	 	 	—	 	 	 	39	 	 	 	39	 	 	 	—	 	 	—	 	 	 	39	 	 	 	39	 	
Corporate bonds	 	 	111	 	 	 	413	 	 	—	 	 	 	524	 	 	 	 	104	 	 	 	441	 	 	—	 	 	 	545	 	
Debt issued by national, state or local government	 	 	55	 	 	 	225	 	 	—	 	 	 	280	 	 	 	 	46	 	 	 	201	 	 	—	 	 	 	247	 	
Other	 	—	 	 	 	16	 	 	 	88	 	 	 	104	 	 	 	—	 	 	 	20	 	 	 	81	 	 	 	101	 	
Total Assets at Fair Value	 	$	316	 	 	$	1,131	 	 	$	127	 	 	$	1,574	 	 	 	$	283	 	 	$	1,185	 	 	$	120	 	 	$	1,588	 	
 
86

The following is a summary of changes in the fair value of the Pension Plans’ Level 3 assets for the years ended December 31, 2014 and 2013:
 
(IN MILLIONS)	 	Real Estate	 	 	Other	 	 	Total	 	
Balance, end of year December 31, 2012	 	$	32	 	 	$	77	 	 	$	109	 	
Actual return on plan assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Investments	 	6	 	 	 	—	 	 	 	6	 	
Unrealized gains	 	—	 	 	 	1	 	 	 	1	 	
Effect of foreign currency translation	 	1	 	 	 	3	 	 	 	4	 	
Balance, end of year December 31, 2013	 	$	39	 	 	$	81	 	 	$	120	 	
Actual return on plan assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Investments	 	 	4	 	 	 	—	 	 	 	4	 	
Unrealized gains	 	—	 	 	 	17	 	 	 	17	 	
Effect of foreign currency translation	 	(4	)	 	 	(10	)	 	 	(14	)	
Balance, end of year December 31, 2014	 	$	39	 	 	$	88	 	 	$	127	 	
 
Real estate investment valuations require significant judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. These assets are initially valued at cost and are reviewed periodically utilizing available and relevant market data to determine if the carrying value of these assets should be adjusted. The valuation methodology is applied consistently from period to period.
Other types of investments categorized as Level 3 are primarily insurance contracts and are valued based on contractual terms.
Contributions to the Pension Plans in 2015 are expected to be approximately $6 million for the Dutch plan, $1 million for the U.S. plan and $21 million for other plans.
Estimated future benefit payments are as follows:
 
 	 	The	 	 	United	 	 	 	 	 	 	 	 	 	
(IN MILLIONS)	 	Netherlands	 	 	States	 	 	Other	 	 	Total	 	
For the years ending December 31,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2015	 	$	32	 	 	$	18	 	 	$	21	 	 	$	71	 	
2016	 	 	33	 	 	 	14	 	 	 	21	 	 	 	68	 	
2017	 	 	33	 	 	 	14	 	 	 	23	 	 	 	70	 	
2018	 	 	33	 	 	 	15	 	 	 	23	 	 	 	71	 	
2019	 	 	33	 	 	 	15	 	 	 	24	 	 	 	72	 	
2020-2024	 	 	167	 	 	 	88	 	 	 	143	 	 	 	398	 	
Defined Contribution Plans
Nielsen also offers defined contribution plans to certain participants, primarily in the United States. Nielsen’s expense related to these plans was $45 million, $39 million and $37 million for the years ended December 31, 2014, 2013 and 2012, respectively. In the United States, Nielsen contributes cash to each employee’s account in an amount up to 3% of compensation (subject to IRS limitations); this contribution was increased to 4% upon the freeze of the U.S. defined benefit pension plan in 2006, and was decreased to 3% effective June 8, 2009.  No contributions are made in shares of the Company’s common stock.
 
87

11. Long-term Debt and Other Financing Arrangements
Unless otherwise stated, interest rates are as of December 31, 2014.
 
 	 	December 31, 2014	 	 	December 31, 2013	 	
 	 	Weighted	 	 	 	 	 	 	 	 	 	 	Weighted	 	 	 	 	 	 	 	 	 	
 	 	Interest	 	 	Carrying	 	 	Fair	 	 	Interest	 	 	Carrying	 	 	Fair	 	
(IN MILLIONS)	 	Rate	 	 	Amount	 	 	Value	 	 	Rate	 	 	Amount	 	 	Value	 	
$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 2.15%) due 2017	 	 	 	 	 	—	 	 	—	 	 	 	 	 	 	 	1,115	 	 	 	1,113	 	
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.16% ) due 2019	 	 	 	 	 	 	1,542	 	 	 	1,533	 	 	 	 	 	 	—	 	 	—	 	
$500 million Senior secured term loan (LIBOR based variable rate of 2.41% ) due 2017	 	 	 	 	 	 	497	 	 	 	493	 	 	 	 	 	 	—	 	 	—	 	
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.16% ) due 2021	 	 	 	 	 	 	1,094	 	 	 	1,088	 	 	 	 	 	 	—	 	 	—	 	
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.01%) due 2021	 	 	 	 	 	 	345	 	 	 	343	 	 	 	 	 	 	—	 	 	—	 	
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.15%) due 2022	 	 	 	 	 	—	 	 	—	 	 	 	 	 	 	 	394	 	 	 	395	 	
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019	 	 	 	 	 	 	280	 	 	 	274	 	 	 	 	 	 	—	 	 	—	 	
Total senior secured credit facilities (with weighted-average interest rate)	 	 	2.65	%	 	 	3,758	 	 	 	3,731	 	 	 	2.89	%	 	 	4,016	 	 	 	4,020	 	
$1,080 million 7.75% senior debenture loan due 2018	 	 	 	 	 	—	 	 	—	 	 	 	 	 	 	 	1,083	 	 	 	1,172	 	
$800 million 4.50% senior debenture loan due 2020	 	 	 	 	 	 	800	 	 	 	801	 	 	 	 	 	 	 	800	 	 	 	779	 	
$1,550 million 5.00% senior debenture loan due 2022	 	 	 	 	 	 	1,553	 	 	 	1,554	 	 	 	 	 	 	—	 	 	—	 	
$625 million 5.50% senior debenture loan due 2021	 	 	 	 	 	 	625	 	 	 	633	 	 	 	 	 	 	 	625	 	 	 	636	 	
Total debenture loans (with weighted-average interest rate)	 	 	5.23	%	 	 	2,978	 	 	 	2,988	 	 	 	6.51	%	 	 	2,508	 	 	 	2,587	 	
Other loans	 	 	 	 	 	 	8	 	 	 	8	 	 	 	 	 	 	 	5	 	 	 	5	 	
Total long-term debt	 	 	3.79	%	 	 	6,744	 	 	 	6,727	 	 	 	4.28	%	 	 	6,529	 	 	 	6,612	 	
Capital lease and other financing obligations	 	 	 	 	 	 	118	 	 	 	 	 	 	 	 	 	 	 	111	 	 	 	 	 	
Total debt and other financing arrangements	 	 	 	 	 	 	6,862	 	 	 	 	 	 	 	 	 	 	 	6,640	 	 	 	 	 	
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings	 	 	 	 	 	 	397	 	 	 	 	 	 	 	 	 	 	 	148	 	 	 	 	 	
Non-current portion of long-term debt and capital lease and other financing obligations	 	 	 	 	 	$	6,465	 	 	 	 	 	 	 	 	 	 	$	6,492	 	 	 	 	 	
 
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.
The carrying value of Nielsen’s long-term debt are denominated in the following currencies:
 
 	 	December 31,	 	 	December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	
U.S. Dollars	 	$	6,399	 	 	$	6,135	 	
Euro	 	 	345	 	 	 	394	 	
 	 	$	6,744	 	 	$	6,529	 	
88

Annual maturities of Nielsen’s long-term debt are as follows:
 
(IN MILLIONS)	 	 	 	 	
2015	 	$	379	 	
2016	 	$	128	 	
2017	 	$	640	 	
2018	 	$	212	 	
2019	 	$	1,042	 	
Thereafter	 	$	4,343	 	
 	 	$	6,744	 	
 
Common Stock and Mandatory Convertible Bond Offerings and Related Transactions
On January 31, 2011, Nielsen completed an initial public offering of 82,142,858 shares of its €0.07 par value common stock at a price of $23.00 per share, generating proceeds of approximately $1,801 million, net of $88 million of underwriter discounts.
 
Concurrent with its offering of common stock, the Company issued $288 million in aggregate principal amount of 6.25% Mandatory Convertible Subordinated Bonds due February 1, 2013 (“the Bonds”), generating proceeds of approximately $277 million, net of $11 million of underwriter discounts. On February 1, 2013, the Bonds were converted into 10,416,700 shares of Nielsen’s common stock at per share price of $27.60.
 
Senior Secured Credit Facilities
Term Loan Facilities
In August 2006, certain of Nielsen’s subsidiaries entered into the Senior Secured Credit Agreement that was amended and restated in June 2009, February 2012 and February 2013. The Senior Secured Credit Agreement provides for term loan facilities as shown in the table above.
In February 2012, the Senior Secured Credit Agreement was amended and restated to provide for a new five-year amortizing term loan facility in an aggregate principal amount of $1,222 million, the proceeds from which were used to repay a corresponding amount of the existing senior secured term loans due 2013. Borrowings under this new term loan facility bear interest at a rate as determined by the type of borrowing, equal to either the “base rate” or LIBOR rate, plus, in each case, an applicable margin. The applicable margin on base rate loans under this new term loan facility ranges from 0.75% to 1.50% based on a total leverage ratio. The applicable margin on LIBOR loans under this new term loan facility ranges from 1.75% to 2.50% based on the total leverage ratio. Loans under this new term loan facility mature in full in February 2017, but the maturity date shall be January 2016 if at such time there is more than $750 million in the aggregate of existing other term loans under the Senior Secured Credit Agreement with a maturity of May 2016. The loans under this new term loan facility are required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 10% in the third year, 10% in the fourth year and 70% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.33% of the original principal amount of loans in each of the first three quarters and the remaining principal balance due in February 2017 (unless repayment is required in January 2016 as indicated above)). Loans under this new term loan facility are secured on a pari passu basis with the Company’s existing obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.
In February 2013, the Second Amended and Restated Senior Secured Credit Agreement was amended and restated to provide for a new class of term loans (the “Class E Term Loans”) in an aggregate principal amount of $2,532 million and €289 million, the proceeds of which were used to repay or replace in full a like amount of the Company’s 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, the Company recorded a charge of $12 million primarily related to the write-off of previously capitalized deferred financing fees associated with the Class A, B and C term loans to other expense, net in the consolidated statement of operations.
In April 2014, the Company 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 (see “Debenture Loans” below), 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. Further 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
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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 2014 to other expense, net in the 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.
The Class A Term Loans were issued with an aggregate principal balance of $1,580 million, maturing in full in April 2019. The Class A Term Loans shall be required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 7.5% in the third year, 10% in the fourth year, and 72.5% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.75% of the original principal amount in each of the first three quarters, with the balance repayable on the maturity date). Class A Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans).  The specific applicable margin is determined by the Company’s total leverage ratio (as defined in the credit agreement).
The Class B-1 Term Loans were issued with an aggregate principal balance of $500 million, maturing in full in May 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 B-1 Term Loans, with the balance payable in May 2017. Class B-1 Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.25% (in the case of base rate loans) and 2.25% (in the case of eurocurrency rate loans).
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 Senior Secured Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of our subsidiaries) to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business they conduct. These entities are restricted, subject to certain exceptions, in their ability to transfer their net assets to Nielsen. Such restricted net assets amounted to approximately $5.0 billion at December 31, 2014. In addition, these entities are required to maintain a maximum total leverage ratio. Neither Nielsen nor TNC B.V. is currently bound by any financial or negative covenants contained in the credit agreement. The Senior Secured Credit Agreement also contain certain customary affirmative covenants and events of default.
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
Obligations under the Senior Secured Credit Agreement are guaranteed by TNC B.V., substantially all of the wholly owned U.S. subsidiaries of TNC B.V. and certain of the non-U.S. wholly-owned subsidiaries of TNC B.V., and are secured by substantially all of the existing and future property and assets of the U.S. subsidiaries of TNC B.V. and by a pledge of substantially all of the capital stock of the guarantors, the capital stock of substantially all of the U.S. subsidiaries of TNC B.V., and up to 65% of the capital stock of certain of the non-U.S. subsidiaries of TNC B.V. Under a separate security agreement, substantially all of the assets of TNC B.V. are pledged as collateral for amounts outstanding under the senior secured credit facilities.
Revolving Credit Facility
The Senior Secured Credit Agreement also 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. In March 2011, the Company amended the Senior Secured Credit Agreement to provide for the termination of the existing revolving credit commitments totaling $688 million, which had a final maturity date of
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August 2012, and their replacement with new revolving credit commitments totaling $635 million with a final maturity date of April 2016. In May 2014, 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.     
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 December 31, 2014 and 2013, the Company had $280 million and zero borrowings outstanding respectively, and had outstanding letters of credit of $6 million and $12 million, respectively. As of December 31, 2014, the Company had $289 million available for borrowing under the revolving credit facility.
Debenture Loans
The indentures governing the Senior Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase its capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen is required to make an offer to redeem all of the Senior Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed by Nielsen, substantially all of the wholly owned U.S. subsidiaries of Nielsen, and certain of the non-U.S. wholly-owned subsidiaries of Nielsen.
In April 2014, Nielsen completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par.
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.
In July 2014, Nielsen completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022.  The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. 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 recorded a pre-tax charge of $51 million during 2014 to other expense, net in the 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.
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 note. The redemption of the 11.625% Senior Notes due 2014 resulted in a pre-tax charge of $8 million in other expense, net in the consolidated statements of operations in the fourth quarter of 2013.
In October 2012, the Company issued $800 million aggregate principal amount of 4.50% Senior Notes due 2020 which mature on October 1, 2020 at par, with cash proceeds of approximately $788 million, net of fees and expenses. Concurrent with this issuance, the Company redeemed and subsequently retired all of its 11.50% Senior Notes due 2016 and prepaid its 8.50% Senior Secured Term Loan due 2017. In connection with these transactions, the Company recorded a charge of $115 million in other expense, net in the consolidated statements of operations.
In October and November 2010, the Company issued a combined $1,080 million in aggregate principal amount of 7.75% Senior Notes due 2018 at an issue price of $1,085 million with cash proceeds of approximately $1,065 million, net of fees and expenses.
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Other Transactions
Effective July 1, 2010, the Company designated its Euro denominated variable rate senior secured term loans  as non-derivative hedges of its net investment in a European subsidiary. Gains or losses attributable to fluctuations in the Euro as compared to the U.S. Dollar associated with this debenture were recorded to the cumulative translation adjustment within stockholders’ equity, net of income tax.
Deferred Financing Costs
The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. Deferred financing costs were $50 million for the year ended December 31, 2014 and 2013, respectively.
Related Party Lenders
A portion of the borrowings under the senior secured credit facility, as well as certain of the Company’s senior debenture loans, have been purchased by certain of the Sponsors in market transactions not involving the Company. Amounts held by the Sponsors were $222 million and $379 million as of December 31, 2014 and 2013, respectively. Interest expense associated with amounts held by the Sponsors approximated $6 million, $12 million and $20 million during the years ended December 31, 2014, 2013 and 2012, respectively.
Capital Lease and Other Obligations
Nielsen finances certain computer equipment, software, buildings and automobiles under capital leases and related transactions. These arrangements do not include terms of renewal, purchase options, or escalation clauses.
Assets under capital lease are recorded within property, plant and equipment. See Note 7 – “Property, Plant and Equipment.”
Future minimum capital lease payments under non-cancelable capital leases at December 31, 2014 are as follows:
 
(IN MILLIONS)	 	 	 	 	
2015	 	$	24	 	
2016	 	 	24	 	
2017	 	 	22	 	
2018	 	 	15	 	
2019	 	 	13	 	
Thereafter	 	 	62	 	
Total	 	 	160	 	
Less: amount representing interest	 	 	42	 	
Present value of minimum lease payments	 	$	118	 	
Current portion	 	$	18	 	
Total non-current portion	 	 	100	 	
Present value of minimum lease payments	 	$	118	 	

Capital leases and other financing transactions have effective interest rates primarily ranging from 8% to 10%. Interest expense recorded related to capital leases and other financing transactions during the years ended December 31, 2014, 2013 and 2012 was $8 million, $9 million and $9 million, respectively. Nielsen recognizes rental income from non-cancelable subleases. The total aggregate future rental income proceeds to be received under the non-cancelable subleases are $3 million.
 
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12. Stockholders’ Equity
Common stock activity is as follows:
 
 	 	Year Ended	 	 	Year Ended	 	 	Year Ended	 	
 	 	December 31, 2014	 	 	December 31, 2013	 	 	December 31, 2012	 	
Actual number of shares of common stock outstanding	 	 	 	 	 	 	 	 	 	 	 	 	
Beginning of period	 	 	378,635,464	 	 	 	362,519,883	 	 	 	359,647,605	 	
Shares of common stock converted from Mandatory Convertible Subordinated Bonds due February 2013	 	 	-	 	 	 	10,416,700	 	 	 	-	 	
Shares of common stock issued through business combinations	 	 	75,083	 	 	 	101,899	 	 	 	246,627	 	
Shares of common stock issued through compensation plans	 	 	4,940,195	 	 	 	5,886,821	 	 	 	2,625,651	 	
Repurchases of common stock	 	 	(10,893,144	)	 	 	(289,839	)	 	 	-	 	
End of period	 	 	372,757,598	 	 	 	378,635,464	 	 	 	362,519,883	 	
 
Cumulative shares of treasury stock were 9,865,324 and 409,067 as of December 31, 2014 and 2013, respectively, with a corresponding value of $415 million and $13 million, respectively.
On January 31, 2013, the Company’s board of directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The following table represents the cash dividends declared by the Board and paid for the year ended December 31, 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	 	
July 24, 2014	 	August 28, 2014	 	September 11, 2014	 	$	0.25	 	
October 30, 2014	 	November 25, 2014	 	December 9, 2014	 	$	0.25	 	
 
The dividend policy and payment of future cash dividends are subject to the discretion of the Board.
No dividends were declared or paid on the Company’s common stock in 2012.  
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On July 25, 2013, Nielsen’s Board approved a share repurchase program for up to $500 million of its outstanding common stock. The primary purpose of the program is to mitigate dilution associated with Nielsen’s equity compensation plans. On October 23, 2014, the Company announced that its board of directors approved a new share repurchase program for up to $1 billion of Nielsen’s outstanding common stock. This is in addition to the current authorization in place since July 2013 as described above.  Repurchases will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen management’s evaluation of market conditions and other factors. This program will be executed within the limitations of the existing authority granted at Nielsen’s 2014 Annual General Meeting of Shareholders . As of December 31, 2014, there have been 11,182,983 shares of our common stock purchased at an average price of $42.67 per share (total consideration of $477 million) under this program. The activity for the year ended December 31, 2014 consisted of open market share repurchases and is summarized in the following table:

 	 	 	 	 	 	 	 	 	 	Total Number of	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Shares Purchased as	 	 	Dollar Value of Shares	 	
 	 	Total Number	 	 	Average	 	 	Part of Publicly	 	 	that may yet be	 	
 	 	of Shares	 	 	Price Paid	 	 	Announced Plans	 	 	Purchased under the	 	
Period	 	Purchased	 	 	per Share	 	 	or Programs	 	 	Plans or Programs	 	
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	 	
July 1-31	 	 	188,612	 	 	$	48.54	 	 	 	188,612	 	 	$	431,480,660	 	
August 1-31	 	 	181,509	 	 	$	47.15	 	 	 	181,509	 	 	$	422,921,757	 	
September 1-30	 	 	197,759	 	 	$	45.66	 	 	 	197,759	 	 	$	413,891,828	 	
October 1-31	 	 	223,047	 	 	$	42.72	 	 	 	223,047	 	 	$	1,404,363,449	 	
November 1-30	 	 	5,387,545	 	 	$	41.09	 	 	 	5,387,545	 	 	$	1,182,970,041	 	
December 1-31	 	 	3,674,279	 	 	$	43.58	 	 	 	3,674,279	 	 	$	1,022,830,101	 	
Total	 	 	11,182,983	 	 	$	42.67	 	 	 	11,182,983	 	 	 	 	 	
Subsequent Event
On February 19, 2015, the Board declared a cash dividend of $0.25 per share on the Company’s common stock.  The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.
 
13. Stock-Based Compensation
Nielsen measures the cost of all stock-based payments, including stock options, at fair value on the grant date and recognizes such costs within the consolidated statements of operations; however, no expense is recognized for stock-based payments that do not ultimately vest. Nielsen recognizes the expense of its options that cliff vest using the straight-line method. For those that vest over time, an accelerated graded vesting is used. The Company recorded $47 million, $47 million and $34 million of expense associated with stock-based compensation for the years ended December 31, 2014, 2013 and 2012, respectively.
In connection with the Valcon Acquisition, Nielsen implemented an equity-based, management compensation plan (“Equity Participation Plan” or “EPP”) to align compensation for certain key executives with the performance of the Company. Under this plan, certain of the Company’s executives may be granted stock options, stock appreciation rights, restricted stock and dividend equivalent rights in the shares of the Company or purchase its shares.  In connection with the completion of Nielsen’s initial public offering of common stock on January 31, 2011 the Company implemented the Nielsen N.V. 2010 Stock Incentive Plan (the “Stock Incentive Plan”) and suspended further grants under the EPP.  The Stock Incentive Plan is the source of new equity-based awards permitting the Company to grant to its key employees, directors and other service providers the following types of awards:  incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards valued in whole or in part by reference to shares of Nielsen’s common stock and performance-based awards denominated in shares or cash.  
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Under the Stock Incentive Plan, Nielsen granted 2,448,100 and 2,459,900 time-based stock options to purchase shares during the years ended December 31, 2014 and 2013, respectively.  As of December 31, 2014, the total number of shares authorized for award of options or other equity-based awards was 44,095,000 under the Stock Incentive Plan.  The 2014, 2013 and 2012 time-based awards become exercisable over a four-year vesting period at a rate of 25% per year on the anniversary day of the award, and are tied to the executives’ continuing employment. The majority of the 2010 time-based awards become exercisable ratably on the first three anniversaries of the grant date of the award, contingent on continuing employment on each vesting date. In addition, time-based awards granted in 2010 become exercisable over a four-year vesting period tied to the executives’ continuing employment and were fully vested as of December 31, 2013. The 2009, 2008 and 2007 time-based awards became exercisable over a four-year, four-year and five-year vesting period, respectively, and were fully vested as of December 31, 2012. The 2010, 2009 and 2008 performance options are tied to the executives’ continued employment and become vested and exercisable based on the achievement of certain annual EBITDA targets over a four-year vesting period. The 2007 and 2006 performance options are tied to the executives’ targets over a five-year vesting period. If the annual EBITDA targets are achieved on a cumulative basis for any current year and prior years, the options become vested as to a pro-rata portion for any prior year installments which were not vested because of failure to achieve the applicable annual EBITDA target. Both option tranches expire ten years from date of grant. Upon a change in control, any then-unvested time options will fully vest and any then-unvested performance options can vest, subject to certain conditions.
The fair values of the granted time-based awards granted during 2014, 2013 and 2012 were estimated using the Black-Scholes option pricing model. For 2014 and 2013 awards, expected volatility was based on the Company’s historical volatility.  For 2012, because of the Company’s limited trading history, expected volatility utilized was based on a combination of the estimates of implied volatility of the Company’s peer-group, the Company’s historical volatility adjusted for leverage and implied volatility based on trading Nielsen call options.
The following assumptions were used during 2014, 2013 and 2012:  
 
 	Year Ended December 31,	 	
 	2014	 	 	2013	 	 	2012	 	
Expected life (years)	 	3.00-5.25	 	 	 	3.50-6.00	 	 	 	3.50-6.00	 	
Risk-free interest rate	 	0.87-1.66	%	 	 	0.40-1.99	%	 	 	0.38-.083	%	
Expected dividend yield	 	1.77- 2.39	%	 	 	0 - 2.19	%	 	 	0	%	
Expected volatility	 	23.50-25.32	%	 	 	25.40-27.60	%	 	 	28.00-30.30	%	
Weighted average volatility	 	23.99	%	 	 	25.89	%	 	 	28.56	%	
The Company recorded stock-based compensation expense of $47 million, $47 million and $34 million for the years ended December 31, 2014, 2013 and 2012, respectively. The tax benefit related to the stock compensation expense was $15 million, $17 million and $13 million, for the respective periods.
In connection with the resignation of a senior executive effective July 31, 2014, the Company entered into an agreement that modified certain components of the executive’s share based awards. The impact of this modification was not material to reported stock-based compensation expense for the year ended December 31, 2014.
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Nielsen’s stock option plan activity is summarized below:
 
 	  	Number of Options 
 (Time Based and 
 Performance Based)	 	 	Weighted-Average 
 Exercise Price	 	 	Weighted- 
 Average 
 Remaining 
 Contractual 
 Term in 
 Years	 	  	Aggregate 
 Intrinsic 
 Value in 
 Millions	 	
Stock Option Plan activity	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Outstanding at December 31, 2011	  	 	18,582,027	  	 	$	20.65	  	 	 	5.77	  	  	$	175	  	
Granted	  	 	4,133,381	  	 	 	28.00	  	 	 	 	 	  	 	 	 	
Forfeited	  	 	(655,034	) 	 	 	(24.30	) 	 	 	 	 	  	 	 	 	
Exercised	  	 	(2,372,536	) 	 	 	(14.64	) 	 	 	 	 	  	 	 	 	
Outstanding at December 31, 2012	  	 	19,687,838	  	 	 	22.80	  	 	 	5.16	  	  	$	156	  	
Granted	  	 	2,459,900	  	 	 	36.65	  	 	 	 	 	  	 	 	 	
Forfeited	  	 	(383,163	) 	 	 	(23.35	) 	 	 	 	 	  	 	 	 	
Exercised	  	 	(4,667,814	) 	 	 	(19.11	) 	 	 	 	 	  	 	 	 	
Outstanding at December 31, 2013	  	 	17,096,761	  	 	$	25.78	  	 	 	4.61	  	  	$	344	  	
Granted	  	 	2,448,100	  	 	 	42.01	  	 	 	 	 	  	 	 	 	
Forfeited	  	 	(798,279	) 	 	 	(29.57	) 	 	 	 	 	  	 	 	 	
Exercised	  	 	(4,219,122	) 	 	 	(24.08	) 	 	 	 	 	  	 	 	 	
Outstanding at December 31, 2014	  	 	14,527,460	  	 	$	28.80	  	 	 	4.29	  	  	$	231	  	
Exercisable at December 31, 2014	  	 	7,199,834	  	 	$	23.80	  	 	 	3.38	  	  	$	151	  	
As of December 31, 2014, 2013 and 2012, the weighted-average grant date fair value of the options granted was $7.13, $6.63 and $7.25, respectively, and the aggregate fair value of options vested was $21 million, $27 million and $21 million, respectively.
At December 31, 2014, there is approximately $24 million of unearned stock-based compensation related to stock options which the Company expects to record as stock-based compensation expense over the next four years. The compensation expense related to the time-based awards is amortized over the term of the award using the graded vesting method.
The intrinsic value of the options exercised during the years ended December 31, 2014, 2013 and 2012 was $94 million, $79 million and $34 million, respectively.  For the year ended December 31, 2014, cash proceeds from the exercise of options was $101 million.  
As of December 31, 2014, affiliates of Centerview Partners, a stockholder of Luxco collectively hold 59,375 performance-based options. Cumulative expense related to these outstanding options amounted to approximately zero through December 31, 2014 as it is not probable these options will vest.
Activity of Nielsen’s restricted stock units (RSUs) that are ultimately payable in shares of common stock granted under the Stock Incentive Plan is summarized below:
 
 	  	Number of
RSUs	 	 	Weighted-Average 
 Grant Date
Fair Value	
RSU activity	  	 	 	 	 	 	 	
Nonvested at December 31, 2011	  	265,684	 	  	 	$	28.95	
Granted	  	687,300	 	  	 	 	27.99	
Forfeited	  	(26,695	)	 	 	 	29.02	
Vested	  	(80,981	)	 	 	 	26.44	
Nonvested at December 31, 2012	  	845,308	 	  	 	$	28.40	
Granted	  	955,531	 	  	 	 	34.86	
Forfeited	  	(230,500	)	 	 	 	32.56	
Vested	  	(262,446	)	 	 	 	24.96	
Nonvested at December 31, 2013	  	 1,307,893	 	  	 	$	30.53	
Granted	  	 526,857	 	  	 	 	42.74	
Forfeited	  	 (113,903	)	 	 	 	30.55	
Vested	  	 (412,845	)	 	 	 	28.53	
Nonvested at December 31, 2014	  	 1,308,002	 	  	 	$	35.90	
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The awards vest at a rate of 25% per year over four years on the anniversary day of the award.    
On September 30, 2013, Nielsen completed the acquisition of Nielsen Audio and concurrently provided 95,599 replacement restricted stock units under Nielsen’s existing Stock Incentive Plan. The exchange was accounted for as a modification in accordance with ASC 718.   The aggregate fair value of the replacement awards granted on September 30, 2013, was $3 million, of which $2 million was attributed to post merger service and $1 million was included in purchase price consideration.
As of December 31, 2014, approximately $27 million of unearned stock-based compensation related to unvested RSUs (net of estimated forfeitures) is expected to be recognized over a weighted average period of 3.2 years.
During the years ended December 31, 2014 and 2013, the Company granted 333,700 and 510,280 performance restricted stock units, respectively, representing the target number of performance restricted stock subject to the award. The weighted average grant date fair value of the awards in 2014 and 2013 were $50.50 and $ 34.02 per share.  For the performance restricted stock units granted in 2014, the total number of performance restricted stock units to be earned is subject to achievement of cumulative performance goals for the three year period ending December 31, 2016. For the performance restricted stock units granted in 2013, the total number of performance restricted stock to be earned is subject to the achievement of cumulative performance goals for the three year period ending December 31, 2015. Forty percent of the target award will be determined based on the Company’s relative total shareholder return and sixty percent of the target award will be determined based on free cash flow achievements.  The maximum payout is 200% of target.  The fair value of the target award related to free cash flow was the fair value on the date of the grant, and the fair value of the target awards related to relative shareholder return was based on the Monte Carlo model. As of December 31, 2014, there is approximately $17 million of unearned stock-based compensation related to unvested performance restricted stock (net of estimated forfeitures). The compensation expense is amortized over the term of the award, which is 3 years after the grant date.
During the year ended December 31, 2014, the Company granted 117,520 bonus restricted share units in lieu of a portion of the cash bonus due to certain executives.  The awards vest at 50% on the first and second anniversary day of the award.  The weighted average grant fair value date of the awards was $45.13 per share.  As of December 31, 2014, there is approximately $2 million of unearned stock-based compensation expense related to unvested bonus restricted share units (net of estimated forfeitures).  The compensation expense is amortized over the requisite service periods of two and three years.

14. Income Taxes
Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
 
The components of income from continuing operations before income taxes and equity in net income of affiliates, were:
 
 	  	Year Ended December 31,	 	
(IN MILLIONS)	  	2014	 	  	2013	 	  	2012	 	
Dutch	 	$	17	 	 	$	19	 	 	$	20	 	
Non-Dutch	 	 	604	 	 	 	501	 	 	 	339	 	
Income from continuing operations before income taxes and equity in net income of affiliates	 	$	621	 	 	$	520	 	 	$	359	 	
The above amounts for Dutch and non-Dutch activities were determined based on the location of the taxing authorities.
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The provision for income taxes attributable to the income from continuing operations before income taxes and equity in net income of affiliates consisted of:
 
 	  	Year Ended December 31,	 	
(IN MILLIONS)	  	2014	 	 	2013	 	 	2012	 	
Current:	 	 	 	 	 	 	 	 	 	 	 	 	
Dutch	 	$	4	 	 	$	4	 	 	$	(20	)	
Non-Dutch	 	 	127	 	 	 	194	 	 	 	95	 	
 	 	 	131	 	 	 	198	 	 	 	75	 	
Deferred:	 	 	 	 	 	 	 	 	 	 	 	 	
Dutch	 	 	1	 	 	 	3	 	 	 	25	 	
Non-Dutch	 	 	104	 	 	 	(110	)	 	 	22	 	
 	 	 	105	 	 	 	(107	)	 	 	47	 	
Total	 	$	236	 	 	$	91	 	 	$	122	 	
The Company’s provision for income taxes for the years ended December 31, 2014, 2013 and 2012 was different from the amount computed by applying the statutory Dutch federal income tax rates to the underlying income from continuing operations before income taxes and equity in net income of affiliates as a result of the following:
 
 	 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Income from continuing operations before income taxes and equity in net income of affiliates	 	$	621	 	 	$	520	 	 	$	359	 	
Dutch statutory tax rate	 	 	25.0	%	 	 	25.0	%	 	 	25.0	%	
Provision for income taxes at the Dutch statutory rate	 	$	155	 	 	$	130	 	 	$	90	 	
Tax impact on distributions from foreign subsidiaries	 	 	4	 	 	 	(38	)	 	 	35	 	
Effect of operations in non-Dutch jurisdictions	 	 	19	 	 	 	16	 	 	 	(8	)	
Tax impact of global licensing arrangements	 	 	84	 	 	 	14	 	 	 	19	 	
U.S. state and local taxation	 	 	21	 	 	 	9	 	 	 	4	 	
Withholding and other taxation	 	 	38	 	 	 	35	 	 	 	36	 	
Effect of global financing activities	 	 	(84	)	 	 	(60	)	 	 	(51	)	
Changes in estimates for uncertain tax positions	 	 	(1	)	 	 	47	 	 	 	48	 	
Changes in valuation allowances	 	 	(21	)	 	 	(69	)	 	 	(15	)	
Effect of change in deferred tax rates	 	 	2	 	 	 	3	 	 	 	(40	)	
Other, net	 	 	19	 	 	 	4	 	 	 	4	 	
Total provision for income taxes	 	$	236	 	 	$	91	 	 	$	122	 	
Effective tax rate	 	 	38.0	%	 	 	17.5	%	 	 	34.0	%	
 
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The components of current and non-current deferred income tax assets/(liabilities) were:
 
(IN MILLIONS)	 	December 31,
2014	 	 	December 31,
2013	 	
Deferred tax assets (on balance):	 	 	 	 	 	 	 	 	
Net operating loss carryforwards	 	$	175	 	 	$	195	 	
Interest expense limitation	 	 	783	 	 	 	830	 	
Deferred compensation	 	 	—	 	 	 	2	 	
Deferred revenues / costs	 	 	—	 	 	 	7	 	
Employee benefits	 	 	93	 	 	 	56	 	
Tax credit carryforwards	 	 	198	 	 	 	179	 	
Share-based payments	 	 	43	 	 	 	75	 	
Accrued expenses	 	 	21	 	 	 	40	 	
Financial instruments	 	 	10	 	 	 	29	 	
Other assets	 	 	84	 	 	 	6	 	
 	 	 	1,407	 	 	 	1,419	 	
Valuation allowances	 	 	(147	)	 	 	(150	)	
Deferred tax assets, net of valuation allowances	 	 	1,260	  	 	 	1,269	 	
Deferred tax liabilities (on balance):	 	 	 	 	 	 	 	 	
Intangible assets	 	 	(1,692	)	 	 	(1,715	)	
Fixed asset depreciation	 	 	(25	)	 	 	(27	)	
Computer software	 	 	(185	)	 	 	(174	)	
Deferred revenues/costs	 	 	(13	)	 	 	—	 	
Other liabilities	 	 	(62	)	 	 	—	 	
 	 	 	(1,977	)	 	 	(1,916	)	
Net deferred tax liability	 	$	(717	)	 	$	(647	)	
Recognized as:	 	 	 	 	 	 	 	 	
Deferred income taxes, current	 	$	226	 	 	$	102	 	
Deferred income taxes, non-current	 	 	(943	)	 	 	(749	)	
Total	 	$	(717	)	 	$	(647	)	
 
At December 31, 2014 and 2013 the Company had net operating loss carryforwards of approximately $785 million and $942 million, respectively, which begin to expire in 2015. In addition, the Company had tax credit carryforwards of approximately $198 million and $179 million at December 31, 2014 and 2013, respectively, which will begin to expire in 2015.
We have approximately $132 million of unrecognized windfall tax benefits from previous stock option exercises that have not been recognized as of December 31, 2014. This amount will not be recognized until the deduction would reduce our income taxes payable. At such time, the amount will be recorded as an increase to paid-in-capital. We apply the “with-and without” approach when utilizing certain tax attributes whereby windfall tax benefits are used last to offset taxable income.
In certain jurisdictions, the Company has operating losses and other tax attributes that, due to the uncertainty of achieving sufficient profits to utilize these operating loss carryforwards and tax credit carryforwards, the Company currently believes it is more likely than not that a portion of these losses will not be realized. Therefore, the Company has a valuation allowance of approximately $120 million and $140 million at December 31, 2014 and 2013, respectively, related to these net operating loss carryforwards and tax credit carryforwards. In addition, the Company has valuation allowances of $27 million and $10 million at December 31, 2014 and 2013, respectively, on deferred tax assets related to other temporary differences, which the Company currently believes will not be realized.
As a consequence of the significant restructuring of the ownership of the Nielsen non-U.S. subsidiaries in 2007 and 2008 the Company has determined that as of December 31, 2014 no income taxes are required to be provided for on the approximately $3.2 billion, which is the excess of the book value of its investment in non-U.S. subsidiaries over the corresponding tax basis. Certain of these differences can be eliminated at a future date.
At December 31, 2014 and 2013, the Company had gross uncertain tax positions of $452 million and $475 million, respectively. The Company has also accrued interest and penalties associated with these unrecognized tax benefits as of December 31, 2014 and 2013 of $41 million and $52 million, respectively. Estimated interest and penalties related to the underpayment of income taxes is classified as a component of benefit (provision) for income taxes in the Consolidated Statement of Operations. It is reasonably
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possible that a reduction in a range of $23 million to $45 million of uncertain tax positions may occur within the next twelve months as a result of projected resolutions of worldwide tax disputes and expirations of statute of limitations in various jurisdictions.
 
A reconciliation of the beginning and ending amount of gross uncertain tax positions is as follows:
 
(IN MILLIONS)	 	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	
Balance as of the beginning of period	 	$	475	 	 	$	409	 	 	$	370	 	
Additions for current year tax positions	 	 	14	 	 	 	41	 	 	 	37	 	
Additions for tax positions of prior years	 	 	12	 	 	 	42	 	 	 	21	 	
Reductions for lapses of statute of limitations	 	 	(12	)	 	 	(8	)	 	 	(15	)	
Reductions for tax positions of prior years	 	 	(37	)	 	 	(9	)	 	 	(4	)	
Balance as of the end of the period	 	$	452	 	 	$	475	 	 	$	409	 	
If the balance of the Company’s uncertain tax positions is sustained by the taxing authorities in the Company’s favor, the reversal of the entire balance would reduce the Company’s effective tax rate in future periods.
The Company files numerous consolidated and separate income tax returns in the U.S. Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal income tax examinations for 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2003 through 2014.
 
15. Investments in Affiliates and Related Party Transactions
Related Party Transactions with Affiliates
As of December 31, 2014 and 2013, Nielsen had investments in affiliates of $18 million, respectively. One of Nielsen’s investments as of December 31, 2012, was its 50.5% non-controlling ownership interest in Scarborough, a joint venture between Nielsen and Arbitron. As a part of the Arbitron Acquisition in September 2013, Nielsen acquired the remaining 49.5% interest in Scarborough that was historically accounted for under the equity method of accounting. Nielsen accounted for this transaction as a step-acquisition and calculated the fair value of its investment immediately before the acquisition to be $75 million. As a result, Nielsen recorded a $24 million gain on its investment in Scarborough to other expense, net in the consolidated statement of operations. Commencing October 1, 2013, the financial results of Scarborough were included within the consolidated financial statements of Nielsen.
Prior to the Acquisition, Nielsen and Scarborough entered into various related party transactions in the ordinary course of business, including Nielsen providing certain general and administrative services to Scarborough. Nielsen paid royalties to Scarborough for the right to include Scarborough data in Nielsen services sold directly to Nielsen customers. Additionally, Nielsen sold various Scarborough services directly to its clients, for which it received a commission from Scarborough. As a result of these transactions, Nielsen received net payments from Scarborough of $3 million through September 30, 2013, and $15 million for the year ended December 31, 2012. Obligations between Nielsen and its affiliates are regularly settled in cash in the ordinary course of business. Nielsen had net receivables from its affiliates of approximately $9 million and $6 million for the year ending December 31, 2014 and 2013, respectively.
Equity Healthcare LLC
Effective in January 2009, Nielsen entered into an employer health program arrangement with Equity Healthcare LLC (“Equity Healthcare”). Equity Healthcare negotiates with providers of standard administrative services for health benefit plans and other related services for cost discounts, quality of service monitoring, data services and clinical consulting and oversight by Equity Healthcare. Because of the combined purchasing power of its client participants, Equity Healthcare is able to negotiate pricing terms from providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis. Equity Healthcare is an affiliate of The Blackstone Group, one of the Sponsors.
In consideration for Equity Healthcare’s provision of access to these favorable arrangements and its monitoring of the contracted third parties’ delivery of contracted services to Nielsen, the Company pays Equity Healthcare a fee of $2.70 per participating employee per month (“PEPM Fee”). As of December 31, 2014, Nielsen had approximately 8,170 employees enrolled in its self-insured health benefit plans in the United States. Equity Healthcare may also receive a fee (“Health Plan Fees”) from one or more of the health plans with whom Equity Healthcare has contractual arrangements if the total number of employees joining such health plans from participating companies exceeds specified thresholds.
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TIBCO
On July 26, 2012, Vivek Y. Ranadivé was elected as a member of the unitary Board of Directors of Nielsen N.V. and The Nielsen Company B.V. Mr. Ranadivé has been the Chief Executive Officer and Chairman of the Board of Directors of TIBCO Software Inc. (“TIBCO”) since its inception in 1997 until December 2014 when he sold his interest in the company. The Company has an ongoing contractual relationship with TIBCO. The Board of Directors of the Company affirmatively determined that Mr. Ranadivé is independent for purposes of the New York Stock Exchange listing rules and the Company’s Corporate Governance Guidelines. For the years ended December 31, 2014 and 2013, Nielsen purchased $10 million and $10 million, respectively, of software licenses and related IT support services and training from TIBCO and sold data to TIBCO of zero and $2 million, respectively.  As of December 31, 2014 and 2013, Nielsen had no outstanding payables, and outstanding receivables of zero and $2, respectively.

16. Commitments and Contingencies
Leases and 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”) until the Minimum Commitment is met. 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. As of December 31, 2014, the remaining TCS commitment was approximately $609 million.
Nielsen has also entered into operating leases and other contractual obligations to secure real estate facilities, agreements to purchase data processing services and leases of computers and other equipment used in the ordinary course of business and various outsourcing contracts. These agreements are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.
The amounts presented below represent the minimum annual payments under Nielsen’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. These purchase obligations include data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.
 
 	 	For the Years Ending December 31,	 	
(IN MILLIONS)	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	Thereafter	 	 	Total	 	
Operating leases	 	$	87	 	 	$	71	 	 	$	60	 	 	$	51	 	 	$	37	 	 	$	60	 	 	$	366	 	
Other contractual obligations (a)	 	 	666	 	 	 	245	 	 	 	64	 	 	 	35	 	 	 	7	 	 	 	-	 	 	 	1,017	 	
Total	 	$	753	 	 	$	316	 	 	$	124	 	 	$	86	 	 	$	44	 	 	$	60	 	 	$	1,383	 	
(a) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Nielsen generally requires purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing. Nielsen’s remaining commitments as of December 31, 2014 under the outsourced services agreements with TCS have been included above on an estimated basis over the years within the contractual period in which we expect to satisfy its obligations. As of December 31, 2014, the remaining TCS commitment was approximately $609 million.
Total expenses incurred under operating leases were $81 million, $81 million and $88 million for the years ended December 31, 2014, 2013 and 2012, respectively. Nielsen recognized rental income received under subleases of $11 million, $11 million and $8 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, Nielsen had aggregate future proceeds to be received under non-cancelable subleases of $33 million.
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Nielsen also has minimum commitments under non-cancelable capital leases. See Note 11 “Long-term Debt and Other Financing Arrangements” for further discussion.
Guarantees and Other Contingent Commitments
At December 31, 2014, Nielsen was committed under the following significant guarantee arrangements:
Sub-lease guarantees
Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, the Company has not been required to perform under such arrangements, does not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.
Letters of credit
Letters of credit issued and outstanding amount to $6 million and $12 million at December 31, 2014 and 2013, respectively.
Legal Proceedings and Contingencies
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.
 
17. 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, consisting principally of market research information and analytical services and what consumers watch and listen to, consisting principally of television, radio, online and mobile audience and advertising measurement services and corresponding analytics. In March 2013, Nielsen completed the exit and shut down of one of its legacy online businesses and in June 2013, Nielsen completed the sale of its expositions business. These divestitures were reported as discontinued operations, which require retrospective restatement of prior periods to classify operating results of these businesses as discontinued operations. (See Note 4 “Discontinued Operations”, for more information). The consolidated statements of operations reflect the operating results of these businesses as discontinued operations.
During the fourth quarter of 2013, to conform to a change in management reporting, Nielsen reclassified two products from the Buy segment to the Watch segment.  The business segment results have been reclassified for comparison purposes for all periods presented in the consolidated financial statements.  
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 in Item 7 “Management Discussion and Analysis”, 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.
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Business Segment Information
 
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	3,523	 	 	$	3,406	 	 	$	3,341	 	
Watch	 	 	2,765	 	 	 	2,297	 	 	 	2,066	 	
Total	 	$	6,288	 	 	$	5,703	 	 	$	5,407	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Business segment income/(loss) (1)	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	658	 	 	$	660	 	 	$	676	 	
Watch	 	 	1,214	 	 	 	989	 	 	 	856	 	
Corporate and eliminations	 	 	(35	)	 	 	(32	)	 	 	(28	)	
Total	 	$	1,837	 	 	$	1,617	 	 	$	1,504	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Depreciation and amortization	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	224	 	 	$	199	 	 	$	197	 	
Watch	 	 	343	 	 	 	302	 	 	 	285	 	
Corporate and eliminations	 	 	6	 	 	 	9	 	 	 	11	 	
Total	 	$	573	 	 	$	510	 	 	$	493	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Restructuring charges	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	64	 	 	$	47	 	 	$	58	 	
Watch	 	 	14	 	 	 	55	 	 	 	20	 	
Corporate and eliminations	 	 	11	 	 	 	17	 	 	 	7	 	
Total	 	$	89	 	 	$	119	 	 	$	85	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Stock-based compensation expense	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	14	 	 	$	14	 	 	$	10	 	
Watch	 	 	10	 	 	 	11	 	 	 	7	 	
Corporate and eliminations	 	 	23	 	 	 	22	 	 	 	17	 	
Total	 	$	47	 	 	$	47	 	 	$	34	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Other items (2)	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	(2	)	 	$	1	 	 	$	8	 	
Watch	 	 	11	 	 	 	51	 	 	 	(9	)	
Corporate and eliminations	 	 	30	 	 	 	28	 	 	 	13	 	
Total	 	$	39	 	 	$	80	 	 	$	12	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Operating income/(loss)	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	358	 	 	$	399	 	 	$	403	 	
Watch	 	 	836	 	 	 	570	 	 	 	553	 	
Corporate and eliminations	 	 	(105	)	 	 	(108	)	 	 	(76	)	
Total	 	$	1,089	 	 	$	861	 	 	$	880	 	
103

 
(IN MILLIONS)	  	December 31,
2014	 	  	December 31,
2013	 	
Total assets	  	 	 	 	  	 	 	 	
Buy	  	$	6,869	  	  	$	6,768	  	
Watch	  	 	8,156	  	  	 	8,326	  	
Corporate and eliminations (3)	  	 	351	  	  	 	436	  	
Total	  	$	15,376	  	  	$	15,530	  	
 	
(1)	The Company’s chief operating decision making group uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments	
(2)	For the year ended December 31, 2014, other items primarily consist of non-recurring costs. For the year months ended December 31, 2013, other items primarily consist of one-time items associated with the acquisition of Arbitron, including non-cash purchase accounting adjustments and transaction related costs.	
(3)	Includes deferred financing costs of $50 million for the years ended December 31, 2014 and 2013, respectively.	
 
 	 	Year ended December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	 	2012	 	
Capital expenditures	 	 	 	 	 	 	 	 	 	 	 	 	
Buy	 	$	206	 	 	$	171	 	 	$	169	 	
Watch	 	 	198	 	 	 	197	 	 	 	181	 	
Expositions	 	—	 	 	—	 	 	 	5	 	
Corporate and eliminations	 	 	8	 	 	 	6	 	 	 	3	 	
Total	 	$	412	 	 	$	374	 	 	$	358	 	
 
104

Geographic Segment Information
 
 	 	 	 	 	 	Operating	 	 	Long-	 	
 	 	 	 	 	 	Income/	 	 	lived	 	
(IN MILLIONS)	 	Revenues (1)	 	 	(Loss)	 	 	Assets (2)	 	
2014	 	 	 	 	 	 	 	 	 	 	 	 	
United States	 	$	3,415	 	 	$	700	 	 	$	10,255	 	
North and South America, excluding the United States	 	 	670	 	 	 	161	 	 	 	1,150	 	
The Netherlands	 	 	40	 	 	(16	)	 	1	 	
Other Europe, Middle East & Africa	 	 	1,392	 	 	 	151	 	 	 	1,128	 	
Asia Pacific	 	 	771	 	 	 	93	 	 	 	385	 	
Total	 	$	6,288	 	 	$	1,089	 	 	$	12,919	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Operating	 	 	Long-	 	
 	 	 	 	 	 	Income/	 	 	lived	 	
(IN MILLIONS)	 	Revenues (1)	 	 	(Loss)	 	 	Assets (2)	 	
2013	 	 	 	 	 	 	 	 	 	 	 	 	
United States	 	$	2,857	 	 	$	414	 	 	$	10,203	 	
North and South America, excluding the United States	 	 	660	 	 	 	167	 	 	 	1,268	 	
The Netherlands	 	 	39	 	 	 	(3	)	 	 	(6	)	
Other Europe, Middle East & Africa	 	 	1,388	 	 	 	194	 	 	 	1,137	 	
Asia Pacific	 	 	759	 	 	 	89	 	 	 	423	 	
Total	 	$	5,703	 	 	$	861	 	 	$	13,025	 	

 	 	 	 	 	 	Operating	 	 	 	 	 	
 	 	 	 	 	 	Income/	 	 	 	 	 	
(IN MILLIONS)	 	Revenues (1)	 	 	(Loss)	 	 	 	 	 	
2012	 	 	 	 	 	 	 	 	 	 	 	 	
United States	 	$	2,637	 	 	$	447	 	 	 	 	 	
North and South America, excluding the United States	 	 	640	 	 	 	170	 	 	 	 	 	
The Netherlands	 	 	39	 	 	 	2	 	 	 	 	 	
Other Europe, Middle East & Africa	 	 	1,353	 	 	 	178	 	 	 	 	 	
Asia Pacific	 	 	738	 	 	 	83	 	 	 	 	 	
Total	 	$	5,407	 	 	$	880	 	 	 	 	 	

(1)	Revenues are attributed to geographic areas based on the location of customers.	
(2)	Long-lived assets include property, plant and equipment, goodwill and other intangible assets.	
 
18. Additional Financial Information
Prepaid expenses and other current assets
 
 	 	December 31,	 	 	December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	
Deferred tax assets	 	$	241	 	 	$	116	 	
Prepaid expenses and other current assets (1)	 	 	264	 	 	 	258	 	
Total prepaid expenses and other current assets	 	$	505	 	 	$	374	 	
 
105

Accounts payable and other current liabilities
 
 	 	December 31,	 	 	December 31,	 	
(IN MILLIONS)	 	2014	 	 	2013	 	
Trade payables	 	$	223	 	 	$	143	 	
Personnel costs	 	 	283	 	 	 	309	 	
Current portion of restructuring liabilities	 	 	60	 	 	 	87	 	
Data and professional services	 	 	196	 	 	 	201	 	
Interest payable	 	 	41	 	 	 	44	 	
Other current liabilities (1)	 	 	232	 	 	 	242	 	
Total accounts payable and other current liabilities	 	$	1,035	 	 	$	1,026	 	

 
(1)	Other includes multiple items, none of which is individually significant.	

19. 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 consolidating balance sheet as of December 31, 2014 and 2013 and consolidating statements of operations and cash flows for the years ended December 31, 2014, 2013 and 2012. 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.

 
106

Consolidating Statement of Comprehensive Income
For the year ended December 31, 2014
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Elimination	 	 	Consolidated	 	
Revenues	 	$	—	 	 	$	—	 	 	$	3,414	 	 	$	2,874	 	 	$	—	 	 	$	6,288	 	
Cost of revenues, exclusive of depreciation and amortization shown separately below	 	 	—	 	 	 	—	 	 	 	1,270	 	 	 	1,350	 	 	 	—	 	 	 	2,620	 	
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below	 	 	4	 	 	 	—	 	 	 	955	 	 	 	958	 	 	 	—	 	 	 	1,917	 	
Depreciation and amortization	 	 	—	 	 	 	—	 	 	 	448	 	 	 	125	 	 	 	—	 	 	 	573	 	
Restructuring charges	 	 	—	 	 	 	—	 	 	 	43	 	 	 	46	 	 	 	—	 	 	 	89	 	
Operating (loss)/income	 	 	(4	)	 	 	—	 	 	 	698	 	 	 	395	 	 	 	—	 	 	 	1,089	 	
Interest income	 	 	—	 	 	 	856	 	 	 	46	 	 	 	8	 	 	 	(907	)	 	 	3	 	
Interest expense	 	 	—	 	 	 	(283	)	 	 	(874	)	 	 	(50	)	 	 	907	 	 	 	(300	)	
Foreign currency exchange transaction losses, net	 	 	—	 	 	 	—	 	 	 	(2	)	 	 	(69	)	 	 	—	 	 	 	(71	)	
Other income/(expense), net	 	 	—	 	 	 	553	 	 	 	200	 	 	 	(204	)	 	 	(649	)	 	 	(100	)	
(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates	 	 	(4	)	 	 	1,126	 	 	 	68	 	 	 	80	 	 	 	(649	)	 	 	621	 	
Benefit/(provision) for income taxes	 	 	7	 	 	 	(94	)	 	 	(92	)	 	 	(57	)	 	 	—	 	 	 	(236	)	
Equity in net income/(loss) of subsidiaries	 	 	381	 	 	 	(721	)	 	 	408	 	 	 	—	 	 	 	(68	)	 	 	—	 	
Equity in net loss of affiliates	 	 	—	 	 	 	—	 	 	 	(3	)	 	 	(1	)	 	 	—	 	 	 	(4	)	
Net income	 	 	384	 	 	 	311	 	 	 	381	 	 	 	22	 	 	 	(717	)	 	 	381	 	
Less: net loss attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(3	)	 	 	—	 	 	 	(3	)	
Net income attributable to controlling interests	 	 	384	 	 	 	311	 	 	 	381	 	 	 	25	 	 	 	(717	)	 	 	384	 	
Total other comprehensive (loss)/income	 	 	(390	)	 	 	799	 	 	 	(390	)	 	 	(490	)	 	 	74	 	 	 	(397	)	
Total other comprehensive loss attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(7	)	 	 	—	 	 	 	(7	)	
Total other comprehensive (loss)/income attributable to controlling interests	 	 	(390	)	 	 	799	 	 	 	(390	)	 	 	(483	)	 	 	74	 	 	 	(390	)	
Total comprehensive (loss)/income	 	 	(6	)	 	 	1,110	 	 	 	(9	)	 	 	(468	)	 	 	(643	)	 	 	(16	)	
Total comprehensive loss attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(10	)	 	 	—	 	 	 	(10	)	
Total comprehensive (loss)/income attributable to controlling interests	 	$	(6	)	 	$	1,110	 	 	$	(9	)	 	$	(458	)	 	$	(643	)	 	$	(6	)	

 
107

Consolidating Statement of Comprehensive Income
For the year ended December 31, 2013
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Elimination	 	 	Consolidated	 	
Revenues	 	$	—	 	 	$	—	 	 	$	2,859	 	 	$	2,844	 	 	$	—	 	 	$	5,703	 	
Cost of revenues, exclusive of depreciation and amortization shown separately below	 	 	—	 	 	 	—	 	 	 	1,087	 	 	 	1,311	 	 	 	—	 	 	 	2,398	 	
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below	 	 	4	 	 	 	—	 	 	 	889	 	 	 	922	 	 	 	—	 	 	 	1,815	 	
Depreciation and amortization	 	 	—	 	 	 	—	 	 	 	386	 	 	 	124	 	 	 	—	 	 	 	510	 	
Restructuring charges	 	 	—	 	 	 	—	 	 	 	67	 	 	 	52	 	 	 	—	 	 	 	119	 	
Operating (loss)/income	 	 	(4	)	 	 	—	 	 	 	430	 	 	 	435	 	 	 	—	 	 	 	861	 	
Interest income	 	 	1	 	 	 	743	 	 	 	58	 	 	 	15	 	 	 	(815	)	 	 	2	 	
Interest expense	 	 	(2	)	 	 	(300	)	 	 	(772	)	 	 	(50	)	 	 	815	 	 	 	(309	)	
Foreign currency exchange transaction gains/(losses), net	 	 	—	 	 	 	—	 	 	 	1	 	 	 	(26	)	 	 	0	 	 	 	(25	)	
Other (expense)/income, net	 	 	—	 	 	 	(21	)	 	 	118	 	 	 	(106	)	 	 	0	 	 	 	(9	)	
(Loss)/income from continuing operations before income taxes and equity in net (loss)/income of affiliates	 	 	(5	)	 	 	422	 	 	 	(165	)	 	 	268	 	 	 	—	 	 	 	520	 	
(Provision)/benefit for income taxes	 	 	(1	)	 	 	(95	)	 	 	82	 	 	 	(77	)	 	 	—	 	 	 	(91	)	
Equity in net income of subsidiaries	 	 	746	 	 	 	421	 	 	 	522	 	 	 	—	 	 	 	(1,689	)	 	 	—	 	
Equity in net (loss)/income of affiliates	 	 	—	 	 	 	—	 	 	 	(1	)	 	 	3	 	 	 	—	 	 	 	2	 	
Income from continuing operations	 	 	740	 	 	 	748	 	 	 	438	 	 	 	194	 	 	 	(1,689	)	 	 	431	 	
Income/(loss) from discontinued operations, net of tax	 	 	—	 	 	 	—	 	 	 	308	 	 	 	(3	)	 	 	—	 	 	 	305	 	
Net income	 	 	740	 	 	 	748	 	 	 	746	 	 	 	191	 	 	 	(1,689	)	 	 	736	 	
Less: net loss attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(4	)	 	 	—	 	 	 	(4	)	
Net income attributable to controlling interests	 	 	740	 	 	 	748	 	 	 	746	 	 	 	195	 	 	 	(1,689	)	 	 	740	 	
Total other comprehensive (loss)/income	 	 	(54	)	 	 	(39	)	 	 	(54	)	 	 	32	 	 	 	63	 	 	 	(52	)	
Total other comprehensive income attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2	 	 	 	—	 	 	 	2	 	
Total other comprehensive (loss)/income attributable to controlling interests	 	 	(54	)	 	 	(39	)	 	 	(54	)	 	 	30	 	 	 	63	 	 	 	(54	)	
Total comprehensive income	 	 	686	 	 	 	709	 	 	 	692	 	 	 	223	 	 	 	(1,626	)	 	 	684	 	
Total comprehensive loss attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(2	)	 	 	—	 	 	 	(2	)	
Total comprehensive income  attributable to controlling interests	 	$	686	 	 	$	709	 	 	$	692	 	 	$	225	 	 	$	(1,626	)	 	$	686	 	
 
108

Consolidating Statement of Comprehensive Income
For the year ended December 31, 2012
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Elimination	 	 	Consolidated	 	
Revenues	 	$	—	 	 	$	—	 	 	$	2,640	 	 	$	2,767	 	 	$	—	 	 	$	5,407	 	
Cost of revenues, exclusive of depreciation and amortization shown separately below	 	 	—	 	 	 	—	 	 	 	970	 	 	 	1,255	 	 	 	—	 	 	 	2,225	 	
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below	 	 	2	 	 	 	—	 	 	 	817	 	 	 	905	 	 	 	—	 	 	 	1,724	 	
Depreciation and amortization	 	 	—	 	 	 	—	 	 	 	377	 	 	 	116	 	 	 	—	 	 	 	493	 	
Restructuring charges	 	 	—	 	 	 	—	 	 	 	28	 	 	 	57	 	 	 	—	 	 	 	85	 	
Operating (loss)/income	 	 	(2	)	 	 	—	 	 	 	448	 	 	 	434	 	 	 	—	 	 	 	880	 	
Interest income	 	 	—	 	 	 	695	 	 	 	59	 	 	 	28	 	 	 	(778	)	 	 	4	 	
Interest expense	 	 	(23	)	 	 	(367	)	 	 	(717	)	 	 	(61	)	 	 	778	 	 	 	(390	)	
Foreign currency exchange transaction losses, net	 	 	(1	)	 	 	—	 	 	 	(2	)	 	 	(14	)	 	 	—	 	 	 	(17	)	
Other (expense)/income, net	 	 	—	 	 	 	(121	)	 	 	148	 	 	 	(145	)	 	 	—	 	 	 	(118	)	
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of affiliates	 	 	(26	)	 	 	207	 	 	 	(64	)	 	 	242	 	 	 	—	 	 	 	359	 	
Benefit/(provision) for income taxes	 	 	2	 	 	 	(32	)	 	 	(11	)	 	 	(81	)	 	 	—	 	 	 	(122	)	
Equity in net income of subsidiaries	 	 	297	 	 	 	142	 	 	 	332	 	 	 	—	 	 	 	(771	)	 	 	—	 	
Equity in net income of affiliates	 	 	—	 	 	 	—	 	 	 	3	 	 	 	2	 	 	 	—	 	 	 	5	 	
Income from continuing operations	 	 	273	 	 	 	317	 	 	 	260	 	 	 	163	 	 	 	(771	)	 	 	242	 	
Income/(loss) from discontinued operations, net of tax	 	 	—	 	 	 	—	 	 	 	37	 	 	 	(7	)	 	 	—	 	 	 	30	 	
Net income	 	 	273	 	 	 	317	 	 	 	297	 	 	 	156	 	 	 	(771	)	 	 	272	 	
Less: net loss attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1	)	 	 	—	 	 	 	(1	)	
Net income attributable to controlling interests	 	 	273	 	 	 	317	 	 	 	297	 	 	 	157	 	 	 	(771	)	 	 	273	 	
Total other comprehensive (loss)/income	 	 	(34	)	 	 	(28	)	 	 	(34	)	 	 	37	 	 	 	28	 	 	 	(31	)	
Total other comprehensive income attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3	 	 	 	—	 	 	 	3	 	
Total other comprehensive (loss)/income attributable to controlling interest	 	 	(34	)	 	 	(28	)	 	 	(34	)	 	 	34	 	 	 	28	 	 	 	(34	)	
Total comprehensive income	 	 	239	 	 	 	289	 	 	 	263	 	 	 	193	 	 	 	(743	)	 	 	241	 	
Total comprehensive income attributable to noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2	 	 	 	—	 	 	 	2	 	
Total comprehensive income attributable to controlling interests	 	$	239	 	 	$	289	 	 	$	263	 	 	$	191	 	 	$	(743	)	 	$	239	 	

 
109

Consolidating Balance Sheet
December 31, 2014
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Elimination	 	 	Consolidated	 	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	49	 	 	$	1	 	 	$	(51	)	 	$	274	 	 	$	—	 	 	$	273	 	
Trade and other receivables, net	 	 	1	 	 	 	—	 	 	 	526	 	 	 	714	 	 	 	—	 	 	 	1,241	 	
Prepaid expenses and other current assets	 	 	—	 	 	 	8	 	 	 	339	 	 	 	158	 	 	 	—	 	 	 	505	 	
Intercompany receivables	 	 	1	 	 	 	228	 	 	 	141	 	 	 	190	 	 	 	(560	)	 	 	—	 	
Total current assets	 	 	51	 	 	 	237	 	 	 	955	 	 	 	1,336	 	 	 	(560	)	 	 	2,019	 	
Non-current assets	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	—	 	 	 	—	 	 	 	335	 	 	 	198	 	 	 	—	 	 	 	533	 	
Goodwill	 	 	—	 	 	 	—	 	 	 	5,588	 	 	 	2,083	 	 	 	—	 	 	 	7,671	 	
Other intangible assets, net	 	 	—	 	 	 	—	 	 	 	4,318	 	 	 	397	 	 	 	—	 	 	 	4,715	 	
Deferred tax assets	 	 	1	 	 	 	—	 	 	 	25	 	 	 	57	 	 	 	—	 	 	 	83	 	
Other non-current assets	 	 	—	 	 	 	44	 	 	 	171	 	 	 	140	 	 	 	—	 	 	 	355	 	
Equity investment in subsidiaries	 	 	5,017	 	 	 	1,124	 	 	 	6,548	 	 	 	—	 	 	 	(12,689	)	 	 	—	 	
Intercompany receivables	 	 	—	 	 	 	10,493	 	 	 	560	 	 	 	191	 	 	 	(11,244	)	 	 	—	 	
Total assets	 	$	5,069	 	 	$	11,898	 	 	$	18,500	 	 	$	4,402	 	 	$	(24,493	)	 	$	15,376	 	
Liabilities and equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable and other current liabilities	 	$	10	 	 	$	44	 	 	$	418	 	 	$	563	 	 	$	—	 	 	$	1,035	 	
Deferred revenues	 	 	—	 	 	 	—	 	 	 	159	 	 	 	145	 	 	 	—	 	 	 	304	 	
Income tax liabilities	 	 	1	 	 	 	—	 	 	 	18	 	 	 	43	 	 	 	—	 	 	 	62	 	
Current portion of long-term debt, capital lease obligations and short-term borrowings	 	 	—	 	 	 	98	 	 	 	298	 	 	 	1	 	 	 	—	 	 	 	397	 	
Intercompany payables	 	 	—	 	 	 	—	 	 	 	428	 	 	 	132	 	 	 	(560	)	 	 	—	 	
Total current liabilities	 	 	11	 	 	 	142	 	 	 	1,321	 	 	 	884	 	 	 	(560	)	 	 	1,798	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt and capital lease obligations	 	 	—	 	 	 	6,358	 	 	 	87	 	 	 	20	 	 	 	—	 	 	 	6,465	 	
Deferred tax liabilities	 	 	—	 	 	 	74	 	 	 	895	 	 	 	56	 	 	 	—	 	 	 	1,025	 	
Intercompany loans	 	 	—	 	 	 	61	 	 	 	10,613	 	 	 	570	 	 	 	(11,244	)	 	 	—	 	
Other non-current liabilities	 	 	2	 	 	 	2	 	 	 	567	 	 	 	384	 	 	 	—	 	 	 	955	 	
Total liabilities	 	 	13	 	 	 	6,637	 	 	 	13,483	 	 	 	1,914	 	 	 	(11,804	)	 	 	10,243	 	
Total stockholders’ equity	 	 	5,056	 	 	 	5,261	 	 	 	5,017	 	 	 	2,411	 	 	 	(12,689	)	 	 	5,056	 	
Noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	77	 	 	 	—	 	 	 	77	 	
Total equity	 	 	5,056	 	 	 	5,261	 	 	 	5,017	 	 	 	2,488	 	 	 	(12,689	)	 	 	5,133	 	
Total liabilities and equity	 	$	5,069	 	 	$	11,898	 	 	$	18,500	 	 	$	4,402	 	 	$	(24,493	)	 	$	15,376	 	

 
110

Consolidating Balance Sheet
December 31, 2013
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Elimination	 	 	Consolidated	 	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	12	 	 	$	—	 	 	$	205	 	 	$	347	 	 	$	—	 	 	$	564	 	
Trade and other receivables, net	 	 	2	 	 	 	—	 	 	 	447	 	 	 	747	 	 	 	—	 	 	 	1,196	 	
Prepaid expenses and other current assets	 	 	—	 	 	 	11	 	 	 	225	 	 	 	138	 	 	 	—	 	 	 	374	 	
Intercompany receivables	 	 	—	 	 	 	190	 	 	 	169	 	 	 	176	 	 	 	(535	)	 	 	—	 	
Total current assets	 	 	14	 	 	 	201	 	 	 	1,046	 	 	 	1,408	 	 	 	(535	)	 	 	2,134	 	
Non-current assets	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	—	 	 	 	—	 	 	 	327	 	 	 	233	 	 	 	—	 	 	 	560	 	
Goodwill	 	 	—	 	 	 	—	 	 	 	5,493	 	 	 	2,191	 	 	 	—	 	 	 	7,684	 	
Other intangible assets, net	 	 	—	 	 	 	—	 	 	 	4,360	 	 	 	421	 	 	 	—	 	 	 	4,781	 	
Deferred tax assets	 	 	—	 	 	 	7	 	 	 	58	 	 	 	50	 	 	 	—	 	 	 	115	 	
Other non-current assets	 	 	—	 	 	 	39	 	 	 	99	 	 	 	118	 	 	 	—	 	 	 	256	 	
Equity investment in subsidiaries	 	 	5,728	 	 	 	2,020	 	 	 	7,631	 	 	 	—	 	 	 	(15,379	)	 	 	—	 	
Intercompany receivables	 	 	—	 	 	 	10,224	 	 	 	495	 	 	 	1,289	 	 	 	(12,008	)	 	 	—	 	
Total assets	 	$	5,742	 	 	$	12,491	 	 	$	19,509	 	 	$	5,710	 	 	$	(27,922	)	 	$	15,530	 	
Liabilities and equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable and other current liabilities	 	$	6	 	 	$	47	 	 	$	367	 	 	$	606	 	 	$	—	 	 	$	1,026	 	
Deferred revenues	 	 	—	 	 	 	—	 	 	 	154	 	 	 	152	 	 	 	—	 	 	 	306	 	
Income tax liabilities	 	 	—	 	 	 	—	 	 	 	13	 	 	 	42	 	 	 	—	 	 	 	55	 	
Current portion of long-term debt, capital lease obligations and short-term borrowings	 	 	—	 	 	 	136	 	 	 	11	 	 	 	1	 	 	 	—	 	 	 	148	 	
Intercompany payables	 	 	—	 	 	 	5	 	 	 	377	 	 	 	153	 	 	 	(535	)	 	 	—	 	
Total current liabilities	 	 	6	 	 	 	188	 	 	 	922	 	 	 	954	 	 	 	(535	)	 	 	1,535	 	
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	 	 	7	 	 	 	8	 	 	 	540	 	 	 	277	 	 	 	—	 	 	 	832	 	
Total liabilities	 	 	13	 	 	 	6,658	 	 	 	13,781	 	 	 	1,814	 	 	 	(12,543	)	 	 	9,723	 	
Total stockholders’ equity	 	 	5,729	 	 	 	5,833	 	 	 	5,728	 	 	 	3,818	 	 	 	(15,379	)	 	 	5,729	 	
Noncontrolling interests	 	 	—	 	 	 	—	 	 	 	—	 	 	 	78	 	 	 	—	 	 	 	78	 	
Total equity	 	 	5,729	 	 	 	5,833	 	 	 	5,728	 	 	 	3,896	 	 	 	(15,379	)	 	 	5,807	 	
Total liabilities and equity	 	$	5,742	 	 	$	12,491	 	 	$	19,509	 	 	$	5,710	 	 	$	(27,922	)	 	$	15,530	 	

 
111

Consolidating Statement of Cash Flows
For the year ended December 31, 2014
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Consolidated	 	
Net cash (used in)/provided by operating activities	 	$	(4	)	 	$	523	 	 	$	379	 	 	$	195	 	 	$	1,093	 	
Investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of subsidiaries and affiliates, net of cash acquired	 	 	—	 	 	 	—	 	 	 	(201	)	 	 	(113	)	 	 	(314	)	
Proceeds from sale of subsidiaries and affiliates, net	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(6	)	 	 	(6	)	
Additions to property, plant and equipment and other assets	 	 	—	 	 	 	—	 	 	 	(109	)	 	 	(54	)	 	 	(163	)	
Additions to intangible assets	 	 	—	 	 	 	—	 	 	 	(222	)	 	 	(27	)	 	 	(249	)	
Other investing activities	 	 	—	 	 	 	—	 	 	 	(1	)	 	 	1	 	 	 	—	 	
Net cash used in investing activities	 	 	—	 	 	 	—	 	 	 	(533	)	 	 	(199	)	 	 	(732	)	
Financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net borrowings under revolving credit facility	 	 	—	 	 	 	—	 	 	 	280	 	 	 	—	 	 	 	280	 	
Proceeds from issuances of debt, net of issuance costs	 	 	—	 	 	 	4,544	 	 	 	—	 	 	 	—	 	 	 	4,544	 	
Repayments of debt	 	 	—	 	 	 	(4,597	)	 	 	—	 	 	 	(1	)	 	 	(4,598	)	
Cash dividends paid to stockholders	 	 	(356	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(356	)	
Repurchase of common stock	 	 	(466	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(466	)	
Proceeds from exercise of stock options	 	 	112	 	 	 	—	 	 	 	(6	)	 	 	(3	)	 	 	103	 	
Other financing activities	 	 	751	 	 	 	(469	)	 	 	(376	)	 	 	2	 	 	 	(92	)	
Net cash provided by/(used in) financing activities	 	 	41	 	 	 	(522	)	 	 	(102	)	 	 	(2	)	 	 	(585	)	
Effect of exchange-rate changes on cash and cash equivalents	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(67	)	 	 	(67	)	
Net increase/(decrease) in cash and cash equivalents	 	 	37	 	 	 	1	 	 	 	(256	)	 	 	(73	)	 	 	(291	)	
Cash and cash equivalents at beginning of period	 	 	12	 	 	 	—	 	 	 	205	 	 	 	347	 	 	 	564	 	
Cash and cash equivalents at end of period	 	$	49	 	 	$	1	 	 	$	(51	)	 	$	274	 	 	$	273	 	

 
112

Consolidating Statement of Cash Flows
For the year ended December 31, 2013
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Consolidated	 	
Net cash provided by operating activities	 	$	1	 	 	$	539	 	 	$	40	 	 	$	321	 	 	$	901	 	
Investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of subsidiaries and affiliates, net of cash acquired	 	 	—	 	 	 	—	 	 	 	(1,242	)	 	 	(7	)	 	 	(1,249	)	
Proceeds from sale of subsidiaries and affiliates, net	 	 	—	 	 	 	—	 	 	 	935	 	 	 	—	 	 	 	935	 	
Additions to property, plant and equipment and other assets	 	 	—	 	 	 	—	 	 	 	(56	)	 	 	(74	)	 	 	(130	)	
Additions to intangible assets	 	 	—	 	 	 	—	 	 	 	(218	)	 	 	(26	)	 	 	(244	)	
Other investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1	 	 	 	1	 	
Net cash used in investing activities	 	 	—	 	 	 	—	 	 	 	(581	)	 	 	(106	)	 	 	(687	)	
Financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from issuances of debt, net of issuance costs	 	 	—	 	 	 	2,481	 	 	 	—	 	 	 	4	 	 	 	2,485	 	
Repayments of debt	 	 	—	 	 	 	(2,171	)	 	 	—	 	 	 	—	 	 	 	(2,171	)	
Decrease in other short-term borrowings	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(5	)	 	 	(5	)	
Cash dividends paid to shareholders	 	 	(265	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(265	)	
Repurchase  of common stock	 	 	(11	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(11	)	
Proceeds from exercise of stock options	 	 	95	 	 	 	—	 	 	 	(3	)	 	 	(7	)	 	 	85	 	
Other financing activities	 	 	191	 	 	 	(849	)	 	 	727	 	 	 	(104	)	 	 	(35	)	
Net cash (used in)/provided by financing activities	 	 	10	 	 	 	(539	)	 	 	724	 	 	 	(112	)	 	 	83	 	
Effect of exchange-rate changes on cash and cash equivalents	 	 	—	 	 	 	—	 	 	 	(2	)	 	 	(19	)	 	 	(21	)	
Net increase in cash and cash equivalents	 	 	11	 	 	 	—	 	 	 	181	 	 	 	84	 	 	 	276	 	
Cash and cash equivalents at beginning of period	 	 	1	 	 	 	—	 	 	 	24	 	 	 	263	 	 	 	288	 	
Cash and cash equivalents at end of period	 	$	12	 	 	$	—	 	 	$	205	 	 	$	347	 	 	$	564	 	

 
113

Consolidating Statement of Cash Flows
For the year ended December 31, 2012
 
(IN MILLIONS)	 	Parent	 	 	Issuers	 	 	Guarantor	 	 	Non-Guarantor	 	 	Consolidated	 	
Net cash (used in)/provided by operating activities	 	$	(18	)	 	$	253	 	 	$	176	 	 	$	373	 	 	$	784	 	
Investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of subsidiaries and affiliates, net of cash acquired	 	 	—	 	 	 	—	 	 	 	(142	)	 	 	(18	)	 	 	(160	)	
Proceeds from sale of subsidiaries and affiliates, net	 	 	—	 	 	 	—	 	 	 	(4	)	 	 	—	 	 	 	(4	)	
Additions to property, plant and equipment and other assets	 	 	—	 	 	 	—	 	 	 	(59	)	 	 	(73	)	 	 	(132	)	
Additions to intangible assets	 	 	—	 	 	 	—	 	 	 	(204	)	 	 	(22	)	 	 	(226	)	
Net cash used in investing activities	 	 	—	 	 	 	—	 	 	 	(409	)	 	 	(113	)	 	 	(522	)	
Financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from issuances of debt, net of issuance costs	 	 	—	 	 	 	1,998	 	 	 	—	 	 	 	—	 	 	 	1,998	 	
Repayments of debt	 	 	—	 	 	 	(2,120	)	 	 	(110	)	 	 	—	 	 	 	(2,230	)	
Increase in other short-term borrowings	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3	 	 	 	3	 	
Proceeds from exercise of stock options	 	 	34	 	 	 	—	 	 	 	(3	)	 	 	(2	)	 	 	29	 	
Other financing activities	 	 	(15	)	 	 	(131	)	 	 	336	 	 	 	(288	)	 	 	(98	)	
Net cash provided by/(used in) financing activities	 	 	19	 	 	 	(253	)	 	 	223	 	 	 	(287	)	 	 	(298	)	
Effect of exchange-rate changes on cash and cash equivalents	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5	 	 	 	5	 	
Net increase/(decrease) in cash and cash equivalents	 	 	1	 	 	 	—	 	 	 	(10	)	 	 	(22	)	 	 	(31	)	
Cash and cash equivalents at beginning of period	 	 	—	 	 	 	—	 	 	 	34	 	 	 	285	 	 	 	319	 	
Cash and cash equivalents at end of period	 	$	1	 	 	$	—	 	 	$	24	 	 	$	263	 	 	$	288	 	

114

20. Quarterly Financial Data (unaudited)
 
 	 	First	 	 	Second	 	 	Third	 	 	Fourth	 	
(IN MILLIONS, EXCEPT PER SHARE DATA)	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	
2014	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	1,489	 	 	$	1,594	 	 	$	1,572	 	 	$	1,633	 	
Operating income	 	$	193	 	 	$	277	 	 	$	311	 	 	$	308	 	
Income from continuing operations before income taxes and equity in net income of affiliates	 	$	87	 	 	$	149	 	 	$	187	 	 	$	198	 	
Net income attributable to Nielsen stockholders	 	$	58	 	 	$	74	 	 	$	91	 	 	$	161	 	
Net income per share of common stock, basic	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Income from continuing operations	 	$	0.15	 	 	$	0.19	 	 	$	0.24	 	 	$	0.43	 	
     Net income attributable to Nielsen stockholders	 	$	0.15	 	 	$	0.19	 	 	$	0.24	 	 	$	0.43	 	
Net income per share of common stock, diluted	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Income from continuing operations	 	$	0.15	 	 	$	0.19	 	 	$	0.24	 	 	$	0.42	 	
     Net income attributable to Nielsen stockholders	 	$	0.15	 	 	$	0.19	 	 	$	0.24	 	 	$	0.42	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	First	 	 	Second	 	 	Third	 	 	Fourth	 	
(IN MILLIONS, EXCEPT PER SHARE DATA)	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	
2013	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	1,319	 	 	$	1,386	 	 	$	1,387	 	 	$	1,611	 	
Operating income	 	$	142	 	 	$	238	 	 	$	243	 	 	$	238	 	
Income from continuing operations before income taxes and equity in net income of affiliates	 	$	41	 	 	$	161	 	 	$	171	 	 	$	147	 	
Income from discontinued operations, net of tax	 	$	12	 	 	$	307	 	 	—	 	 	$	(14	)	
Net income attributable to Nielsen stockholders	 	$	35	 	 	$	426	 	 	$	134	 	 	$	145	 	
Net income per share of common stock, basic	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Income from continuing operations	 	$	0.06	 	 	$	0.32	 	 	$	0.35	 	 	$	0.42	 	
     Discontinued operations, net of tax	 	 	0.03	 	 	 	0.82	 	 	—	 	 	 	(0.04	)	
     Net income attributable to Nielsen stockholders	 	$	0.09	 	 	$	1.14	 	 	$	0.35	 	 	$	0.38	 	
Net income per share of common stock, diluted	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Income from continuing operations	 	$	0.06	 	 	$	0.31	 	 	$	0.35	 	 	$	0.41	 	
     Discontinued operations, net of tax	 	 	0.03	 	 	 	0.80	 	 	—	 	 	 	(0.03	)	
    Net income attributable to Nielsen stockholders	 	$	0.09	 	 	$	1.12	 	 	$	0.35	 	 	$	0.38	 	

 
115

 Schedule I—Condensed Financial Information of Registrant
Nielsen N.V.
Parent Company Only
Statements of Operations
 
 	  	Year Ended December 31,	 	
(IN MILLIONS)	  	2014	 	 	2013	 	 	2012	 	
Selling, general and administrative expenses	 	$	4	 	 	$	4	 	 	$	2	 	
Operating loss	 	 	(4	)	 	 	(4	)	 	 	(2	)	
Interest income	 	 	—	 	 	 	1	 	 	 	—	 	
Interest expense	 	 	—	 	 	 	(2	)	 	 	(23	)	
Foreign currency exchange transaction losses, net	 	 	—	 	 	 	—	 	 	 	(1	)	
Loss from continuing operations before income taxes and equity in net income of subsidiaries	 	 	(4	)	 	 	(5	)	 	 	(26	)	
Benefit/(provision) for income taxes	 	 	7	 	 	 	(1	)	 	 	2	 	
Equity in net income of subsidiaries	 	 	381	 	 	 	746	 	 	 	297	 	
Net income	 	$	384	 	 	$	740	 	 	$	273	 	
Nielsen N.V.
Parent Company Only
Balance Sheets
 
 	  	December 31,	 	
(IN MILLIONS)	  	2014	 	  	2013	 	
Assets:	  	 	 	 	  	 	 	 	
Current assets	  	 	 	 	  	 	 	 	
Cash and cash equivalents	  	$	49	  	  	$	12	  	
Amounts receivable from subsidiary	  	 	1	  	  	 	2	  	
Loan receivable from subsidiary	  	 	1	  	  	 	—	  	
Total current assets	  	 	51	  	  	 	14	  	
Investment in subsidiaries	  	 	5,017	  	  	 	5,728	  	
Other non-current assets	  	 	1	  	  	 	—	  	
Total assets	  	$	5,069	  	  	$	5,742	  	
Liabilities and equity:	  	 	 	 	  	 	 	 	
Current liabilities	  	 	 	 	  	 	 	 	
Accounts payable and other current liabilities	  	 	10	  	  	 	6	  	
Income tax liability	 	 	1	 	 	 	—	 	
Total current liabilities	  	 	11	  	  	 	6	  	
Long-term debt	  	 	—	  	  	 	—	  	
Other non-current liabilities	  	 	2	  	  	 	7	  	
Total liabilities	  	 	13	  	  	 	13	  	
Total equity	  	 	5,056	  	  	 	5,729	  	
Total liabilities and equity	  	$	5,069	  	  	$	5,742	  	
116

Nielsen N.V.
Parent Company Only
Statements of Cash Flows
 
 	  	Year Ended December 31,	 	
(IN MILLIONS)	  	2014	 	 	2013	 	 	2012	 	
Net cash provided by/(used in) operating activities	 	$	(4	)	 	$	1	 	 	$	(18	)	
Financing Activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends paid to stockholders	 	 	(356	)	 	 	(265	)	 	 	—	 	
Repurchase of common stock	 	 	(466	)	 	 	(11	)	 	 	—	 	
Activity under stock plans	 	 	112	 	 	 	95	 	 	 	34	 	
Other financing activities	 	 	751	 	 	 	191	 	 	 	(15	)	
Net cash provided by financing activities	 	 	41	 	 	 	10	 	 	 	19	 	
Net increase in cash and cash equivalents	 	 	37	 	 	 	11	 	 	 	1	 	
Cash and cash equivalents, beginning of period	 	 	12	 	 	 	1	 	 	 
 	—	 	
Cash and cash equivalents, end of period	 	$	49	 	 	$	12	 	 	$	1	 	
The notes to the consolidated financial statements of Nielsen N.V. (the “Company”) are an integral part of these nonconsolidated financial statements.
Notes to Schedule I
 
1. Basis of Presentation
The Company has accounted for the earnings of its subsidiaries under the equity method in these financial statements.
 
2. Commitments and Contingencies
The debenture loans are jointly and severally guaranteed on an unconditional basis by the Company and subject to certain exceptions, each of the direct and indirect wholly-owned subsidiaries of the Company, 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.
The Company had no material commitments or contingencies during the reported periods.
 
3. Related Party Transactions
The Company executed a $6 million short-term loan with one of its subsidiaries with an original maturity in June 2012 and began accreting interest in December 2011 at a rate of 3.01%. In 2012, the loan was extended at a rate of 2.99% and matured in December 2013.
The Company enters into certain transactions with its subsidiaries through the normal course of operations and periodically settles these transactions in cash. During the year ended December 31, 2014, the Company received a net cash payment of $4 million associated with the sale of shares of common stock in conjunction with acquisitions made by its subsidiaries, net of reimbursements of fees paid on behalf of the Company by its subsidiaries. On December 31, 2013, the Company had a $3 million receivable from subsidiary associated with the sale of shares of common stock in conjunction with acquisitions made by its subsidiaries.
                         
117

4. Common Stock and Mandatory Convertible Bond Offerings and Related Transactions
On January 31, 2013, the Company’s board of directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The following table represents the cash dividends paid for the year ended December 31, 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	 	
July 24, 2014	 	August 28, 2014	 	September 11, 2014	 	$	0.25	 	
October 30, 2014	 	November 25, 2014	 	December 9, 2014	 	$	0.25	 	
The dividend policy and payment of future cash dividends are subject to the discretion of the Board.
No dividends were declared or paid on the Company’s common stock in 2012.       
On July 25, 2013, Nielsen’s Board approved a share repurchase program for up to $500 million of its outstanding common stock. The primary purpose of the program is to mitigate dilution associated with Nielsen’s equity compensation plans. On October 23, 2014, the Company announced that its board of directors approved a new share repurchase program for up to $1 billion of Nielsen’s outstanding common stock. This is in addition to the current authorization in place since July 2013 as described above.  Repurchases will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen management’s evaluation of market conditions and other factors. This program will be executed within the limitations of the existing authority granted at Nielsen’s 2014 Annual General Meeting of Shareholders . As of December 31, 2014, there have been 11,182,983 shares of our common stock purchased at an average price of $42.67 per share (total consideration of $477 million) under this program. The activity for the year ended December 31, 2014 consisted of open market share repurchases and is summarized in the following table:
 
 	 	 	 	 	 	 	 	 	 	Total Number of	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Shares Purchased as	 	 	Dollar Value of Shares	 	
 	 	Total Number	 	 	Average	 	 	Part of Publicly	 	 	that may yet be	 	
 	 	of Shares	 	 	Price Paid	 	 	Announced Plans	 	 	Purchased under the	 	
Period	 	Purchased	 	 	per Share	 	 	or Programs	 	 	Plans or Programs	 	
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	 	
July 1-31	 	 	188,612	 	 	$	48.54	 	 	 	188,612	 	 	$	431,480,660	 	
August 1-31	 	 	181,509	 	 	$	47.15	 	 	 	181,509	 	 	$	422,921,757	 	
September 1-30	 	 	197,759	 	 	$	45.66	 	 	 	197,759	 	 	$	413,891,828	 	
October 1-31	 	 	223,047	 	 	$	42.72	 	 	 	223,047	 	 	$	1,404,363,449	 	
November 1-30	 	 	5,387,545	 	 	$	41.09	 	 	 	5,387,545	 	 	$	1,182,970,041	 	
December 1-31	 	 	3,674,279	 	 	$	43.58	 	 	 	3,674,279	 	 	$	1,022,830,101	 	
Total	 	 	11,182,983	 	 	$	42.67	 	 	 	11,182,983	 	 	 	 	 	
 
118

On January 31, 2011, Nielsen completed an initial public offering of 82,142,858 shares of its €0.07 par value common stock at a price of $23.00 per share. Nielsen’s common stock is listed on the New York Stock Exchange and is traded under the symbol “NLSN.” During 2012, 2013 and 2014, Luxco and certain Nielsen employees (the “selling shareholders”) completed public offerings totaling 216,703,942 shares of our stock at a weighted average price of $37.84 per share. All proceeds went to the selling stockholders and the offering did not have a significant impact on our operating results or financial position.  As of December 31, 2014, Luxco owned  approximately 15% of the Company’s common stock.
Concurrent with its offering of common stock, the Company issued $288 million in aggregate principal amount of 6.25% Mandatory Convertible Subordinated Bonds due February 1, 2013 (“the Bonds”), generating proceeds of approximately $277 million, net of $11 million of underwriter discounts. Interest on the Bonds was payable quarterly in arrears in February, May, August and November of each year, and commenced in May 2011. The Bonds provided for mandatory conversion into between 10,416,700 and 12,499,925 shares of Nielsen’s common stock on February 1, 2013 at a conversion rate per $50.00 principal amount of the bonds of not more than 2.1739 shares and not less than 1.8116 shares depending on the market value of its common stock (the average of the volume weighted-average price of its common stock for a 20 consecutive trading day period beginning on the 25 trading day immediately preceding February 1, 2013) relative to the initial price and the threshold appreciation price per share of $23.00 and $27.60, respectively. On February 1, 2013, the Bonds were converted into 10,416,700 shares of Nielsen’s common stock at per share price of $27.60.
The Company remitted and utilized substantially all of the combined net proceeds of approximately $2,078 million associated with the aforementioned transactions to certain of its subsidiaries to settle the Advisory Agreements in place between the Sponsors and certain of such subsidiaries and to redeem and retire certain issuances of the Company’s subsidiary long-term indebtedness.
Subsequent Event
On February 19, 2015, the Board declared a cash dividend of $0.25 per share on the Company’s common stock.  The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.

 
119

 Schedule II—Valuation and Qualifying Accounts
For the Years ended December 31, 2014, 2013 and 2012
 
(IN MILLIONS)	  	Balance
Beginning
of
Period	 	  	Charges to
Expense	 	  	Acquisitions
and
Divestitures	 	  	Deductions	 	 	Effect of
Foreign
Currency
Translation	 	  	Balance at
End of
Period	 	
Allowance for accounts receivable and sales returns	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
For the year ended December 31, 2012	  	$	24	  	  	$	10	  	  	$	4	  	  	$	0	 	 	$	0	 	  	$	38	  	
For the year ended December 31, 2013	  	$	38	  	  	$	3	  	  	$	—	  	  	$	(2)	 	 	$	0	 	  	$	39	  	
For the year ended December 31, 2014	  	$	39	  	  	$	4	  	  	$	—	  	  	$	(11)	 	 	$	(3	) 	  	$	29	  	
 
(IN MILLIONS)	  	Balance
Beginning of
Period	 	  	Charges/
(Credits) to
Expense	 	 	Charged
to
Other
Accounts	 	  	Effect of
Foreign
Currency
Translation	 	 	Balance at
End of
Period	 	
Valuation allowance for deferred taxes	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
For the year ended December 31, 2012	  	$	193	  	  	$	(15	) 	 	$	46	  	  	$	8	  	 	$	232	  	
For the year ended December 31, 2013	  	$	232	  	  	$	(69	) 	 	$	(5)	  	  	$	(8)	  	 	$	150	  	
For the year ended December 31, 2014	  	$	150	  	  	$	(21	) 	 	$	16	  	  	$	2	  	 	$	147	  	

 
120

 Item 9 .	 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	
None.
 
 Item  9A.	 Controls and Procedures	
(a)	Evaluation of Disclosure Controls and Procedures	
The Company maintains disclosure controls and procedures 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 Securities Exchange Act of 1934, as amended (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 recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s disclosure controls and procedures are designed to do.
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2014 (the “Evaluation Date”). Based on such evaluation and subject to the 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 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act 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.
(b)	Management’s Annual Report on Internal Control Over Financial Reporting	
Management’s Annual Report on Internal Control Over Financial Reporting appears in Part II, Item 8. “Financial Statements and Supplementary Data” of this annual report on Form 10-K.
(c)	Attestation Report of the Registered Public Accounting Firm	
The Company’s financial statements included in this annual report on Form 10-K have been audited by Ernst & Young LLP, independent registered public accounting firm. Ernst & Young LLP has also provided an attestation report on the Company’s internal control over financial reporting. Their reports appear in Part II, Item 8. “Financial Statements and Supplementary Data” of this annual report on Form 10-K.
( d )	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 quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 Item  9B.	 Other Information	
Pursuant to an agreement effective February 17, 2015, Mr. Cuminale waived the tax gross up provision contained in his severance agreement dated February 2, 2007.

 
121

PART III
 
 Item  10.	 Directors, Executive Officers, and Corporate Governance	
The information required by this Item is incorporated by reference to the following sections of our definitive Proxy Statement related to the 2015 Annual Meeting of Stockholders to be filed with the SEC (the “2015 Proxy Statement”): “Proposal No. 5 – Election of Directors”, “The Board of Directors and Certain Governance Matters” and “Section 16(a) Beneficial Ownership Reporting Compliance”.
 
 Item  11.	 Executive Compensation	
The information required by this Item is incorporated by reference to the following sections of the 2015 Proxy Statement: “Executive Compensation” and “Director Compensation”.
 
 Item  1 2.	 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	
The information required by this Item is incorporated by reference to the following sections of the 2015 Proxy Statement: “Equity Compensation Plan Information” and “Ownership of Securities”.
 
 Item  1 3.	 Certain Relationships and Related Transactions, and Director Independence	
The information required by this Item is incorporated by reference to the following sections of the 2015 Proxy Statement: “Certain Relationships and Related Party Transactions” and “The Board of Directors and Certain Governance Matters”.
 
 Item 1 4.	 Principal Accounting Fees and Services	
The information required by this Item is incorporated by reference to the following section of the 2015 Proxy Statement: “Proposal No. 6 – Ratification of Independent Registered Public Accounting Firm”.

 
122

PART IV
 
Item  15.	 Exhibits, Financial Statement Schedules	
(a)(1) Financial Statements
The Financial Statements listed in the Index to Financial Statements in Item 8 are filed as part of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
The Financial Statement Schedules listed in the Index to Financial Statements in Item 8 are filed as part of this Annual Report on Form 10-K.
(a)(3) Exhibits
The exhibit index attached hereto is incorporated herein by reference

 
123

 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
 
 	 	Nielsen N.V.	
 	 	(Registrant)	
 
Date: February 20, 2015	 	/ S /  J EFFREY  R. C HARLTON  	
 	 	JEFFREY R. CHARLTON	
 	 	Senior Vice President and Corporate Controller
(Duly Authorized Officer and Principal Accounting Officer)	
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
 
Signature	  	Title	 	Date	
 	 	 	
/s/  J AMERE J ACKSON
 
Jamere Jackson	  	Chief Financial Officer (Principal Financial Officer)	 	February 20, 2015	
/s/  J EFFREY R. C HARLTON
 
Jeffrey R. Charlton	  	 
Senior Vice President and Corporate Controller (Principal Accounting Officer)	 	 
February 20, 2015	

/s/  D WIGHT M. B ARNS
 
Dwight M. Barns	  	 
Chief Executive Officer (Principal Executive Officer) and Director	 	 
February 20, 2015	

/s/  D AVID C ALHOUN
 
David Calhoun	  	 
Chairman of the Board	 	 
February 20, 2015	

/s/  J AMES A TTWOOD
 
James Attwood	  	 
Director	 	 
February 20, 2015	

/s/  J AMES K ILTS
 
James Kilts	  	 
Director	 	 
February 20, 2015	

/s/  K AREN H OGUET
 
Karen Hoguet	  	 
Director	 	 
February 20, 2015	

/s/ H ARISH M ANWANI  
 
Harish Manwani	  	 
Director	 	 
February 20, 2015	

/s/ K ATHRYN V. M ARINELLO  
 
Kathryn V. Marinello	  	 
Director	 	 
February 20, 2015	

/s/  A LEXANDER N AVAB
 
Alexander Navab	  	 
Director	 	 
February 20, 2015	

/s/  R OBERT P OZEN
 
Robert Pozen	  	 
Director	 	 
February 20, 2015	

/s/  V IVEK R ANADIVÉ
 
Vivek Ranadivé	  	 
Director	 	 
February 20, 2015	

/s/  J AVIER T ERUEL
 
Javier Teruel	  	 
Director	 	 
February 20, 2015	

 
124

EXHIBIT INDEX
The agreements and other documents filed as exhibits to this annual report on Form 10-K 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 No.	 	Description	
 
2.1(a) (1)	 	 
Agreement and Plan of Merger, dated as of December 17, 2012, among Arbitron Inc., Nielsen Holdings N.V. and TNC Sub I Corporation (incorporated herein by reference to Exhibit 2.1 to the Form 8-K of Nielsen Holdings N.V. filed on December 18, 2012 (File No. 001-35042))	
 
2.1(b) (1)	 	 
Stock Purchase Agreement between VNU International B.V. and Expo Event Transco Inc., dated May 4, 2013 (incorporated herein by reference to Exhibit 2.2 to the Amendment No. 1 to the Form S-4 filed by The Nielsen Company B.V. on July 17, 2013 (File No. 333-189456))	
 
3.1	 	 
Deed of Incorporation of Nielsen Holdings N.V. (formerly Valcon Acquisition Holding B.V.) (incorporated herein by reference to Exhibit 3.1 to Amendment No. 4 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on November 1, 2010 (File No. 333-167271))	
 
3.2	 	 
Amended and Restated Articles of Association of Nielsen Holdings N.V. (unofficial English translation) (incorporated herein by reference to Exhibit 3.1 to the Form 8-K of Nielsen Holdings N.V. filed on February 1, 2011 (File No. 001-35042))	
 
3.2(a)	 	 
Nielsen N.V. Amended Articles of Association (unofficial English translation) (incorporated herein by reference to the Quarterly Report on Form 10-Q of Nielsen N.V. filed on July 29, 2014 (File No. 001-35042))	
 
4.1(a)	 	 
Second Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, and further amended and restated as of February 2, 2012 among Nielsen Finance LLC, as a U.S. Borrower, TNC (US) Holdings Inc., as a U.S. Borrower, Nielsen Holding and Finance B.V., as Dutch Borrower, the Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents (incorporated herein by reference to Exhibit 4.2 to the Form 8-K of Nielsen Holdings N.V. filed on February 6, 2012 (File No. 001-35042))	
 
4.1(b)	 	 
Amended and Restated Security Agreement, dated as of August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, the other Grantors identified therein, and Citibank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 4.1(j) to Amendment No. 2 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 30, 2010 (File No. 333-167271))	
 
4.1(c)	 	 
Intellectual Property Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors identified therein and Citibank, N.A. as Collateral Agent (incorporated herein by reference to Exhibit 4.1(c) to Amendment No. 2 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 30, 2010 (File No. 333-167271))	
 
4.1(d)	 	 
Senior Secured Loan Agreement, dated June 8, 2009, by and among Nielsen Finance LLC, the Guarantors party thereto from time to time, Goldman Sachs Lending Partners LLC and the other Lenders party thereto from time to time (incorporated herein by reference to Exhibit 4.1(g) to Amendment No. 2 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 30, 2010 (File No. 333-167271))	
 
4.1(e)	 	 
First Lien Intercreditor Agreement, dated as of June 23, 2009, among Citibank, N.A., as Collateral Agent and Authorized Representative under the Credit Agreement, Goldman Sachs Lending Partners LLC, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto (incorporated herein by reference to Exhibit 4.1(c) to the Form 8-K/A of The Nielsen Company B.V. filed on June 26, 2009 (File No. 333-142546-29))	
125

Exhibit No.	 	Description	
 
4.1(f)	 	 
Amendment No. 1, dated as of August 13, 2010, to the Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, as a U.S. Borrower, TNC (US) Holdings Inc., as a U.S. Borrower, Nielsen Holding and Finance B.V., as Dutch Borrower, the Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents (incorporated herein by reference to Exhibit 4.1 to the Form 8-K of The Nielsen Company B.V. filed on August 16, 2010 (File No. 333-142546-29))	
 
4.1(g)	 	 
Amendment No. 2, dated as of March 23, 2011, to the Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, the other borrowers and guarantors party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q of Nielsen Holdings N.V. filed on April 28, 2011 (File No. 001-35042))	
 
4.1(h)	 	 
Amendment Agreement, dated February 2, 2012, by and among Nielsen Finance LLC, the other borrowers party thereto, the guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent, and certain of the lenders (incorporated herein by reference to Exhibit 4.1 to the Form 8-K of Nielsen Holdings N.V. filed on February 6, 2012 (File No. 001-35042))	
 
4.1(i)	 	 
Amendment Agreement, dated February 28, 2013, by and 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 Exhibit 4.1 to the Form 8-K of Nielsen Holdings N.V. filed on March 4, 2013 (File No. 001-35042))	
 
4.1(j)
 	 	 
Form of Third Amended and Restated Credit Agreement (incorporated herein by reference to Exhibit 4.2 to the Form 8-K of Nielsen Holdings N.V. filed on March 4, 2013 (File No. 001-35042))	
 
4.1(k)
 	 	 
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 10-Q of Nielsen Holdings N.V. filed on April 24, 2014 (File No. 001-35042))	
 
4.1(l)	 	 
Form of Fourth Amended and Restated Credit Agreement (incorporated herein by reference to the Quarterly Report on Form 10-Q of Nielsen Holdings N.V. filed on April 24, 2014 (File No. 001-35042))	
 
4.2(a)	 	 
Indenture, dated as of October 2, 2012, 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 Exhibit 4.1 (a) to the Form 8-K of Nielsen Holdings N.V. filed on October 4, 2012 (File No. 001-35042))	
 
4.2(b) 	 	 
First Supplemental Indenture, dated as of December 12, 2012, among Vizu Corporation, Nielsen Finance Co. and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to Exhibit 4.1(b) to the Registration Statement on Form S-4 filed by The Nielsen Company B.V. on June 19, 2013 (File No. 333-189456))	
 
4.2(c)	 	 
Second Supplemental Indenture, dated as of June 17, 2013, among G4 Analytics, Inc., Nielsen Finance Co. and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to Exhibit 4.1(c) to Registration Statement on Form S-4 filed by The Nielsen Company B.V. on June 19, 2013 (File No. 333-189456))	
 
4.2(d)	 	 
Third Supplemental Indenture, dated as of December 31, 2013, between Nielsen Audio, Inc. and Nielsen Finance Co., and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Annual Report on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
4.2(e)	 	 
Fourth Supplemental Indenture, dated as of December 31, 2013, between Cardinal North LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Annual Report on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
4.2(f)	 	 
Fifth Supplemental Indenture, dated as of December 31, 2013, between Nielsen International Holdings, Inc. and Nielsen Finance Co., and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Annual Report  on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
4.2(g)
 	 	 
Sixth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Quarterly Report on Form 10-Q of Nielsen N.V. filed July 29, 2014 (File No. 001-35042))	
126

Exhibit No.	 	Description	
 
4.2(h)*	 	 
Seventh Supplemental Indenture, dated as of December 23, 2014, between Scarborough Research and the Law Debenture Trust Company of New York, as trustee	
 
4.2(i)	 	 
Eighth Supplemental Indenture, dated as of December 23, 2014, between Nielsen N.V. and the Law Debenture Trust company of New York, as trustee (incorporated herein by reference to the Current Report on Form 8-K of Nielsen N.V. filed on December 29, 2014 (File No. 001-35042))	
 
4.2(j)*	 	 
Ninth Supplemental Indenture, dated as of January 23, 2015, between Valcon Acquisition B.V. and Law Debenture Trust Company of New York, as trustee	
 
4.3(a)	 	 
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 of Nielsen Holdings N.V. filed on September 27, 2013 (File No. 001-35042))	
 
4.3(b)	 	 
First Supplemental Indenture, dated as of December 31, 2013, between Nielsen Audio, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to the Annual Report  on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
4.3(c)	 	 
Second Supplemental Indenture, dated as of December 31, 2013, between Cardinal North LLC and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to the Annual Report  on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
4.3(d)	 	 
Third Supplemental Indenture, dated as of December 31, 2013, between Nielsen International Holdings, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to the Annual Report  on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
4.3(e)	 	 
Fourth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Deutsche Bank Trust Company, as trustee (incorporated herein by reference to the Quarterly Report on Form 10-Q of Nielsen N.V. filed July 29, 2014 (File No. 001-35042))	
 
4.3(f)*	 	 
Fifth Supplemental Indenture, dated as of December 23, 2014, between Scarborough Research and Deutsche Bank Trust Company Americas, as trustee	
 
4.3(g)	 	 
Sixth Supplemental Indenture, dated as of December 23, 2014, between Nielsen N.V. and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to the Current Report on Form 8-K of Nielsen N.V. filed on December 29, 2014 (File No. 001-35042))	
 
4.3(h)*	 	 
Seventh Supplemental Indenture, dated as of January 23, 2015, between Valcon Acquisition B.V. and Deutsche Bank Trust Company Americas, as trustee	
 
4.4	 	 
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. 001-35042))	
 
4.4(a)
 	 	 
First Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Quarterly Report on Form 10-Q of Nielsen N.V. filed July 29, 2014 (File No. 001-35042))	
 
4.4(b)	 	 
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 of Nielsen N.V. filed on July 8, 2014 (File No. 001-35042))	
 
4.4(c)*	 	 
Third Supplemental Indenture, dated as of December 23, 2014, between Scarborough Research and Law Debenture Trust Company of New York, as trustee	
 
4.4(d)	 	 
Fourth Supplemental Indenture, dated as of December 23, 2014, between Nielsen N.V. and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Current Report on Form 8-K of Nielsen N.V. filed on December 29, 2014 (File No. 001-35042))	
 
4.4(e)*	 	 
Fifth Supplemental Indenture, dated as of January 23, 2015, between Valcon Acquisition B.V. and Law Debenture Trust Company of New York, as trustee	
127

Exhibit No.	 	Description	
 
10.1(a)	 	 
Form of Letter Agreement with affiliates of each of The Blackstone Group, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners, dated as of August 14, 2013 (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q of Nielsen Holdings N.V. filed on October 23, 2013 (File No. 001-35042))	
 
10.1(b)*	 	 
Amendment to Letter Agreement with affiliates of Thomas H. Lee Partners, dated as of October 30, 2014.	
 
10.2 **	 	 
Transition Agreement, dated as of November 5, 2013, by and among David L. Calhoun, Nielsen Holdings N.V., The Nielsen Company B.V. and TNC (US) Holdings, Inc. (incorporated herein by reference to the Annual Report on Form 10-K of Nielsen Holdings N.V. filed on February 21, 2014 (File No. 001-35042))	
 
10.3(a)**	 	 
Management Stockholder’s Agreement, dated as of November 22, 2006, between Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.à r.l and David L. Calhoun (incorporated herein by reference to Exhibit 10.22 to Amendment No. 4 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on November 1, 2010 (File No. 333-167271))	
 
10.3(b)**	 	 
Amendment No. 1, dated as of October 27, 2010, to the Management Stockholders’ Agreement by and among Nielsen Holdings B.V. (f/k/a Valcon Acquisition Holding B.V. a private company with limited liability incorporated under the laws of The Netherlands, Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg and David L. Calhoun (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q of The Nielsen Company B.V. filed on October 27, 2010 (File No. 333-142546-29))	
 
10.4**	 	 
Form of Severance Agreement (incorporated herein by reference to Exhibit 10.10(b) to Amendment No. 1 to the Registration Statement on Form S-4 of The Nielsen Company B.V. filed on June 21, 2007 (File No. 333-142546-29))	
 
10.5**	 	 
The Nielsen Company Deferred Compensation Plan, as amended and restated, effective September 11, 2012 (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q of Nielsen Holdings N.V. filed on October 22, 2012 (File No. 001-35042))	
 
10.6**	 	 
Form of Nielsen Holdings N.V. Performance Restricted Share Award Agreement (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q of Nielsen Holdings N.V. filed on April 25, 2013 (File No. 001-35042))	
 
10.7**	 	 
Offer letter to Jamere Jackson, dated February 20, 2014 (incorporated herein by reference to the Quarterly Report on Form 10-Q filed on April 24, 2014 (File No. 001-35042))	
 
10.8**	 	 
Form of Deferred Stock Unit Grant, dated as of September 11, 2012, for non-employee directors of Nielsen Holdings N.V. (incorporated herein by reference to Exhibit 10.4 to the Form 10-Q of Nielsen Holdings N.V. filed on October 22, 2012 (File No. 001-35042))	
 
10.9(a)**	 	 
VNU Excess Plan, as amended and restated, effective April 1, 2002 (incorporated herein by reference to Exhibit 10.12(a) to Amendment No. 1 to the Company’s Registration Statement on Form S-4 of The Nielsen Company B.V. filed on June 21, 2007 (File No. 333-142546-29))	
 
10.9(b)**	 	 
Amendment to the VNU Excess Plan, effective August 31, 2006 (incorporated herein by reference to Exhibit 10.12(b) to Amendment No. 1 to the Registration Statement on Form S-4 of The Nielsen Company B.V. filed on June 21, 2007 (File No. 333-142546-29))	
 
10.9(c)**	 	 
Second Amendment to the VNU Excess Plan, effective January 23, 2007 (incorporated herein by reference to Exhibit 10.12(c) to Amendment No. 1 to the Registration Statement on Form S-4 of The Nielsen Company B.V. filed on June 21, 2007 (File No. 333-142546-29))	
 
10.10**	 	 
The Nielsen Company Deferred Compensation Plan, as amended and restated, effective October 28, 2008 (incorporated herein by reference to Exhibit 10.13(c) to the quarterly report on Form 10-Q of The Nielsen Company B.V. for the fiscal quarter ended September 30, 2008, (File No. 333-142546-29))	
 
10.11**	 	 
2006 Stock Acquisition and Option Plan for Key Employees of Nielsen Holding N.V. and its Subsidiaries, as amended and restated, effective August 23, 2010 (incorporated herein by reference to Exhibit 10.1 to the Form S-8 of Nielsen Holdings N.V. filed on February 14, 2012 (File No. 333-172256))	
 
10.12(a)**	 	 
Form of Management Stockholder’s Agreement (incorporated herein by reference to Exhibit 10.15 to the Annual Report on Form 10-K of The Nielsen Company B.V. filed on March 31, 2008 (File No. 333-142546-29))	
 
10.12(b)**	 	 
Form of Sale Participation Agreement (incorporated herein by reference to Exhibit 10.16 to the Annual Report on Form 10-K of The Nielsen Company B.V. filed on March 31, 2008 (File No. 333-142546-29))	
128

Exhibit No.	 	Description	
 
10.12(c)**	 	 
Form of Amendment to Management Stockholder’s Agreement and Sale Participation Agreement dated September 29, 2011, originally filed on March 31, 2008 (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q of Nielsen Holdings N.V. filed on October 27, 2011 (File No. 001-35042))	
 
10.13(a)**	 	 
Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.24(b) to the Quarterly report on Form 10-Q of The Nielsen Company B.V. for the fiscal quarter ended March 31, 2010 (File No. 333-142546-29))	
 
10.13(b)**	 	 
Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.26 to Amendment No. 2 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 30, 2010 (File No. 333-167271))	
 
10.14(a)†	 	 
Amended and Restated Master Services Agreement, effective as of October 1, 2007, by and between Tata America International Corporation & Tata Consultancy Services Limited and ACNielsen (US), Inc. (incorporated herein by reference to Exhibit 10.16(a) to Amendment No. 1 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 8, 2010 (File No. 333-167271))	
 
10.14(b)†	 	 
Amendment Number 1 to the Amended and Restated Master Services Agreement, effective as of March 31, 2008, by and between Tata America International Corporation, Tata Consultancy Services Limited and ACNielsen (US), Inc. (incorporated herein by reference to Exhibit 10.16(b) to Amendment No. 1 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on January July 8, 2010 (File No. 333-167271))	
 
10.14(c)	 	 
Amendment Number 2 to the Amended and Restated Master Services Agreement, effective as of October 31, 2007, by and between Tata America International Corporation, Tata Consultancy Services Limited and ACNielsen (US), Inc. (incorporated herein by reference to Exhibit 10.16(c) to Amendment No. 1 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 8, 2010 (File No. 333-167271))	
 
10.14(d)†	 	 
Amendment Number 3 to the Amended and Restated Master Services Agreement, effective as of May 11, 2009, by and between Tata America International Corporation, Tata Consultancy Services Limited and ACNielsen (US), Inc. (incorporated herein by reference to Exhibit 10.16(d) to Amendment No. 1 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 8, 2010 (File No. 333-167271))	
 
10.14(e)†	 	 
Amendment Number Four to the Amended and Restated Master Services Agreement dated and made effective as of February 7, 2013, by and between Tata America International Corporation, Tata Consultancy Services Limited and The Nielsen Company (US), LLC. (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q of Nielsen Holdings N.V. filed on April 25, 2013 (File No. 001-35042))	
 
10.15**	 	 
Form of Offer Letter, dated February 20, 2007, by and between The Nielsen Company B.V. and Brian J. West (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K of The Nielsen Company B.V. filed on March 31, 2008 (File No. 333-142546-29))	
 
10.16**	 	 
Amended and Restated Arbitron Inc. 2008 Equity Compensation Plan (incorporated herein by reference to the Registration Statement on Form S-8 filed on September 30, 2013 (File No. 333-191458))	
 
10.17**	 	 
Nielsen Holdings N.V. Directors Deferred Compensation Plan, effective September 11, 2012 (incorporated herein by reference to Exhibit 10.3 to the Form 10-Q of Nielsen Holdings N.V. filed on October 22, 2012 (File No. 001-35042))	
 
10.18**	 	 
Investment Agreement regarding Valcon Acquisition Holding (Luxembourg) S.á r.l., made as of November 6, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L. and Centerview Partners Holdings L.L.C. (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-4 of The Nielsen Company B.V. filed on May 2, 2007 (File No. 333-142546-29))	
 
10.19**	 	 
Amended and Restated Nielsen Holdings N.V. 2010 Stock Incentive Plan (incorporated herein by reference to Annex A to the Form DEF14A of Nielsen Holdings N.V. filed on April 15, 2013 (File No. 001-35042))	
 
10.20**	 	 
Form of Termination Protection Agreement (incorporated herein by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-4 of The Nielsen Company B.V. filed on June 21, 2007 (File No. 333-142546-29))	
129

Exhibit No.	 	Description	
 
10.21	 	 
Registration Rights Agreement, dated January 31, 2011, among Nielsen Holdings N.V., Valcon Acquisition Holding (Luxembourg) S.à r.l., AlpInvest Partners CS Investments 2006 C.V., Blackstone Capital Partners (Cayman) V L.P., Carlyle Partners IV Cayman, L.P., Hellman & Friedman Capital Partners V (Cayman), L.P., KKR VNU (Millennium) Limited, THL Fund VI Alternative Corp. and Centerview Partners Holdings L.L.C. (incorporated herein by reference to Exhibit 10.2 to the Form 8-K of Nielsen Holdings N.V. filed on February 1, 2011 (File No. 001-35042))	
 
10.22**	 	 
Nielsen Holdings Executive Annual Incentive Plan ((incorporated herein by reference to the Form DEF14A filed on April 14, 2014 (File No. 001-35042))	
 
10.23**	 	 
Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.27 to Amendment No. 2 to the Registration Statement on Form S-1 of Nielsen Holdings N.V. filed on July 30, 2010 (File No. 333-167271))	
 
10.24**	 	 
Form of Nielsen Holdings N.V. Performance Restricted Stock Unit Award Agreement (incorporated herein by reference to the Quarterly Report on Form 10-Q filed on April 24, 2014 (File No. 001-35042))	
 
10.25**	 	 
Form of Nielsen Holdings N.V. Performance Restricted Share Award Agreement (incorporated herein by reference to the Quarterly Report on Form 10-Q filed on April 24, 2014 (File No. 001-35042))	
 
10.26**	 	 
Form of Offer Letter, dated October 24, 2006, by and between VNU and James W. Cuminale (incorporated herein by reference to Exhibit 10.18 to the Form 10-K of The Nielsen Company B.V. filed on March 31, 2008 (File No. 333-142546-29))	
 
10.27(a)**	 	 
Severance Agreement, dated February 2, 2007, by and between The Nielsen Company B.V. and The Nielsen Company (US), Inc. and James W. Cuminale. (incorporated herein by reference to Exhibit 10.11(b) to the Form 10-K of Nielsen Holdings N.V. filed on February 22, 2013 (File No. 001-35042))	
 
10.27(b)* **	 	 
Letter from James W. Cuminale regarding Severance Agreement dated February 2, 2007 between VNU Group B.V. and VNU, Inc. and James W. Cuminale	
 
21.1*	 	 
Nielsen N.V. Active Subsidiaries	
 
23.1*	 	 
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm	
 
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)	
 
32.2*	 	 
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 Nielsen N.V.’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL includes: (i) Consolidated Statements of Operations for the three years ended December 31, 2014, 2013 and 2012, (ii) Consolidated Statements of Comprehensive Income for the three years ended December 31, 2014, 2013 and 2012; (iii) Consolidated Balance Sheets at December 31, 2014 and 2013, (iv) Consolidated Statements of Cash Flows for the three years ended December 31, 2014, 2013 and 2012, (v) Consolidated Statements of Changes in Equity for the three years ended December 31, 2014, 2013 and 2012, and (vi) the Notes to the Consolidated Financial Statements.	
 	
*	Filed or furnished herewith.	
**	Management contract or compensatory plan in which directors and/or executive officers are eligible to participate.	
†	Certain portions have been omitted in accordance with a request for confidential treatment that the Company has submitted to the SEC. Omitted information has been filed separately with the SEC.	
(1)	Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Nielsen hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any omitted schedules and exhibits upon request therefor by the Securities and Exchange Commission.	
130

Exhibit 4.2(h)
SEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of December 23, 2014, between Scarborough Research (the “ Guaranteeing Subsidiary ”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “ Issuers ”), and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of October 2, 2012, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2020 (the “ Notes ”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)         Capitalized Terms .  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)         Agreement to Guarantee .  The Guaranteeing Subsidiary hereby agrees as follows:
(a)        Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:
(i)        the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii)       in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately.  This is a guarantee of payment and not a guarantee of collection.
(b)        The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

 
(c)        The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.
(d)        This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.
(e)        If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f)         The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(g)        As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.
(h)        The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.
(i)         Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.
(j)         This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(k)        In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(l)        This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.
(m)       Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
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(3)        Execution and Delivery .  The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(4)         Merger, Consolidation or Sale of All or Substantially All Assets .
(a)        Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i)        (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “ Successor Person ”);
(B)       the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(C)       immediately after such transaction, no Default exists; and
(D)       the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or
(ii)       the transaction is made in compliance with Section 4.10 of the Indenture;
(b)        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee.  Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.
(5)         Releases .  The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:
(1)        (A)  any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture ;
( B )        the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;
(C)       the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or
(D)        the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and
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(2)        the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
(6)         No Recourse Against Others .  No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  
(7)         Governing Law .  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(8)         Counterparts .  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
(9)         Effect of Headings .  The Section headings herein are for convenience only and shall not affect the construction hereof.
(10)       The Trustee .  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.
(11)       Subrogation .  The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.
(12)       Benefits Acknowledged .  The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)       Successors .  All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
SCARBOROUGH RESEARCH	
 	 	 	
By:	 	/s/ Harris Black	
 	 	Name: Harris Black	
 	 	Title: Vice President & Secretary	

 
[Seventh Supplemental Indenture to 4.50% Senior Notes Indenture]

 
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee	
 	 	 	
By:	 	/s/ Frank Godino	
 	 	Name: Frank Godino	
 	 	Title: Vice President	
 
[Seventh Supplemental Indenture to 4.50% Senior Notes Indenture]

Exhibit 4.2(j)
NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of January 23, 2015, between Valcon Acquisition B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law (the “ Parent Guarantor ”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “ Issuers ”) and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of October 2, 2012, as amended, modified or supplemented from time to time, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2020 (the “ Notes ”);
WHEREAS, Section 4.03(b) of the Indenture contemplates the Parent Guarantor, for financial reporting purposes, guaranteeing all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Parent Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture evidencing the Parent Guarantee.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)         Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)         Agreement to Guarantee .  The Parent Guarantor hereby agrees as follows:
(a)        Along with all guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
(i)         the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii)        in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent Guarantor and the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately.  This is a guarantee of payment and not a guarantee of collection.
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(b)         The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
(c)         The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.
(d)         This Parent Guarantee shall not be discharged except as provided herein or by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Parent Guarantor accepts all obligations of a guarantor of the Notes under the Indenture but shall not be deemed a Guarantor as such term is used and defined in the Indenture.
(e)         If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Parent Guarantor), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f)         The Parent Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(g)         As between the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guarantee.
(h)         The Parent Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Parent Guarantee.
(i)         Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Parent Guarantee shall be limited to the maximum amount permissible such that the obligations of the Parent Guarantor under this Parent Guarantee will not constitute a fraudulent transfer or conveyance.
(j)         This Parent Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
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(k)         In case any provision of this Parent Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(l)         This Parent Guarantee shall be a general unsecured senior obligation of the Parent Guarantor, ranking pari passu with any other future senior indebtedness of the Parent Guarantor, if any.
(m)        Each payment to be made by the Parent Guarantor in respect of this Parent Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
(3)         Execution and Delivery .  The Parent Guarantor agrees that the Parent Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Parent Guarantee on the Notes.
(4)        Release.  This Parent Guarantee shall be automatically and unconditionally released and discharged, and no further action by the Parent Guarantor, the Issuers or the Trustee is required for the release of this Parent Guarantee, upon the Issuers delivering to the Trustee an Officer’s Certificate, confirming ongoing compliance by the Issuers with Section 4.03 of the Indenture.
(5)         No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Parent Guarantor shall have any liability for any obligations of the Issuers or the Guarantors (including the Parent Guarantor) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.
(6)         Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(7)         Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.  
(8)         Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
(9)         The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Parent Guarantor and the Issuer.
(10)        Certain Dutch Matters . Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed by the Parent Guarantor pursuant to this Supplemental Indenture or the Indenture shall be deemed not to be undertaken or incurred by the Parent Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2.207(c) or 2.98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “ Prohibition ”) and the provisions of this Supplemental Indenture, the Indenture and ant other documents entered into in connection with the Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the Parent Guarantor will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.
(11)        Subrogation .  The Parent Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Parent Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.
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(12)        Benefits Acknowledged .  The Parent Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)        Successors .  All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
[ remainder of page intentionally left blank ]

 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
VALCON ACQUISITION B.V.	
 	 	 	
By:	 	/s/ M.J.B. Rutte	
 	 	Name:  M.J.B. Rutte	
 	 	Title:     Director A	
 	 	 	
By:	 	/s/ Harris Black	
 	 	Name:  Harris Black	
 	 	Title:    Director B	

 
[ Signature Page to Ninth Supplemental Indenture ]

 
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee	
 	 	 	
By:	 	/s/ Frank Godino	
 	 	Name: Frank Godino	
 	 	Title:   Vice President	
 
[ Signature Page to Ninth Supplemental Indenture ]

Exhibit 4.3(f)
FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of December 23, 2014, between Scarborough Research (the “ Guaranteeing Subsidiary ”), an affiliate of The Nielsen Company (Luxembourg) S.ar.l., a Luxembourg société à responsabilité limitée (the “ Issuer ”), and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of September 27, 2013, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2021 (the “ Notes ”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)         Capitalized Terms .  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)         Agreement to Guarantee .  The Guaranteeing Subsidiary hereby agrees as follows:
(a)        Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
(i)       the principal of and interest, premium on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii)      in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately.  This is a guarantee of payment and not a guarantee of collection.
(b)        The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

 
(c)        The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.
(d)        This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.
(e)        If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f)        The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(g)        As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.
(h)        The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.
(i)         Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.
(j)         This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(k)        In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(l)         This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.
(m)        Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
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(3)         Execution and Delivery .  The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(4)         Merger, Consolidation or Sale of All or Substantially All Assets .
(a)        Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i)          (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “ Successor Person ”);
(B)        the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(C)        immediately after such transaction, no Default exists; and
(D)        the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or
(ii)        the transaction is made in compliance with Section 4.10 of the Indenture;
(b)        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee.  Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.
(5)         Releases .  The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:
(1)        (A)  any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture ;
( B )        the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;
(C)        the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or
(D)        the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and
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(2)        the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
(6)        No Recourse Against Others .  No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  
(7)        Governing Law .  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(8)        Counterparts .  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
(9)        Effect of Headings .  The Section headings herein are for convenience only and shall not affect the construction hereof.
(10)       The Trustee .  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.
(11)      Subrogation .  The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.
(12)       Benefits Acknowledged .  The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)      Successors .  All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
SCARBOROUGH RESEARCH	
 	 	 	
By:	 	/s/ Harris Black	
 	 	Name: Harris Black	
 	 	Title: Vice President & Secretary	

 
[Fifth Supplemental Indenture to 5.50% Senior Notes Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	
 	 	 	
By:	 	/ s/ Carol Ng	
 	 	Name: Carol Ng	
 	 	Title: Vice President	
 
By:	 	/s/ Anthony D’Amato	
 	 	Name: Anthony D’Amato	
 	 	Title: Associate	
 
[Fifth Supplemental Indenture to 5.50% Senior Notes Indenture]

Exhibit 4.3(h)
SEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of January 23, 2015, between Valcon Acquisition B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law (the “ Parent Guarantor ”), an affiliate of The Nielsen Company (Luxembourg) S.ar.l., a Luxembourg société à responsabilité limitée   (the “ Issuer ”) and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of September 27, 2013, as amended, modified or supplemented from time to time, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2021 (the “ Notes ”);
WHEREAS, Section 4.03(b) of the Indenture contemplates the Parent Guarantor, for financial reporting purposes, guaranteeing all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Parent Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture evidencing the Parent Guarantee.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)         Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)         Agreement to Guarantee .  The Parent Guarantor hereby agrees as follows:
(a)        Along with all guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
(i)        the principal of and interest and premium on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii)       in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent Guarantor and the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately.  This is a guarantee of payment and not a guarantee of collection.

 
(b)        The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
(c)        The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.
(d)        This Parent Guarantee shall not be discharged except as provided herein or by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Parent Guarantor accepts all obligations of a guarantor of the Notes under the Indenture but shall not be deemed a Guarantor as such term is used and defined in the Indenture.
(e)        If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Parent Guarantor), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f)        The Parent Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(g)       As between the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guarantee.
(h)       The Parent Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Parent Guarantee.
(i)        Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Parent Guarantee shall be limited to the maximum amount permissible such that the obligations of the Parent Guarantor under this Parent Guarantee will not constitute a fraudulent transfer or conveyance.
(j)        This Parent Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
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(k)        In case any provision of this Parent Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(l)        This Parent Guarantee shall be a general unsecured senior obligation of the Parent Guarantor, ranking pari passu with any other future senior indebtedness of the Parent Guarantor, if any.
(m)      Each payment to be made by the Parent Guarantor in respect of this Parent Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
(3)        Execution and Delivery .  The Parent Guarantor agrees that the Parent Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Parent Guarantee on the Notes.
(4)        Release .  This Parent Guarantee shall be automatically and unconditionally released and discharged, and no further action by the Parent Guarantor, the Issuer or the Trustee is required for the release of this Parent Guarantee, upon the Issuer delivering to the Trustee an Officer’s Certificate, confirming ongoing compliance by the Issuer with Section 4.03 of the Indenture.
(5)        No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Parent Guarantor shall have any liability for any obligations of the Issuer or the Guarantors (including the Parent Guarantor) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.
(6)        Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(7)        Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.  
(8)        Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
(9)        The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Parent Guarantor and the Issuer.
(10)       Certain Dutch Matters . Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed by the Parent Guarantor pursuant to this Supplemental Indenture or the Indenture shall be deemed not to be undertaken or incurred by the Parent Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2.207(c) or 2.98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “ Prohibition ”) and the provisions of this Supplemental Indenture, the Indenture and ant other documents entered into in connection with the Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the Parent Guarantor will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.
(11)       Subrogation .  The Parent Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Parent Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.
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(12)       Benefits Acknowledged .  The Parent Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)       Successors .  All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
[ remainder of page intentionally left blank ]

 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
VALCON ACQUISITION B.V.	
 	 	 	
By:	 	/s/ M.J.B. Rutte	
 	 	Name:  M.J.B. Rutte	
 	 	Title:    Director A	
 	 	 	
By:	 	/s/ Harris Black	
 	 	Name:  Harris Black	
 	 	Title:    Director B	

 
[ Signature Page to Seventh Supplemental Indenture ]

 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	
 	 	 	
By:	 	/s/ Carol Ng	
 	 	Name:  Carol Ng	
 	 	Title:    Vice President	
 	 	 	
By:	 	/s/ Randy Kahn	
 	 	Name:  Randy Kahn	
 	 	Title:    Vice President	
 
[ Signature Page to Seventh Supplemental Indenture ]

 
Exhibit 4.4(c)
THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of December 23, 2014, between Scarborough Research (the “ Guaranteeing Subsidiary ”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “ Issuers ”), and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of April 11, 2014, as amended, modified or supplemented from time to time, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2022 (the “ Notes ”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)         Capitalized Terms .  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)         Agreement to Guarantee .  The Guaranteeing Subsidiary hereby agrees as follows:
(a)        Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:
(i)        the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii)       in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately.  This is a guarantee of payment and not a guarantee of collection.

 
(b)        The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
(c)        The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.
(d)        This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.
(e)        If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f)         The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(g)        As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.
(h)        The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.
(i)         Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.
(j)         This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(k)        In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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(l)         This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.
(m)       Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
(3)         Execution and Delivery .  The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(4)         Merger, Consolidation or Sale of All or Substantially All Assets .
(a)        Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i)         (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “ Successor Person ”);
(B)        the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(C)        immediately after such transaction, no Default exists; and
(D)        the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or
(ii)        the transaction is made in compliance with Section 4.10 of the Indenture;
(b)        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee.  Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.
(5)        Releases .  The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:
(1)        (A)  any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture ;
( B )        the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;
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(C)        the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or
(D)        the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and
(2)        the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
(6)         No Recourse Against Others .  No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  
(7)         Governing Law .  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(8)         Counterparts .  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
(9)         Effect of Headings .  The Section headings herein are for convenience only and shall not affect the construction hereof.
(10)       The Trustee .  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.
(11)       Subrogation .  The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.
(12)       Benefits Acknowledged .  The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)       Successors .  All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
SCARBOROUGH RESEARCH	
 	 	 	
By:	 	/s/ Harris Black	
 	 	Name: Harris Black	
 	 	Title: Vice President & Secretary	

 
[Third Supplemental Indenture to 5.000% Senior Notes Indenture]

 
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee	
 	 	 	
By:	 	/s/ Frank Godino	
 	 	Name: Frank Godino	
 	 	Title: Vice President	
 
[Third Supplemental Indenture to 5.000% Senior Notes Indenture]

Exhibit 4.4(e)
FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of January 23, 2015, between Valcon Acquisition B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law (the “ Parent Guarantor ”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “ Issuers ”) and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of April 11, 2014, as amended, modified or supplemented from time to time, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2022 (the “ Notes ”);
WHEREAS, Section 4.03(b) of the Indenture contemplates the Parent Guarantor, for financial reporting purposes, guaranteeing all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Parent Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture evidencing the Parent Guarantee.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)         Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)          Agreement to Guarantee .  The Parent Guarantor hereby agrees as follows:
(a)        Along with all guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
(i)          the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii)          in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent Guarantor and the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately.  This is a guarantee of payment and not a guarantee of collection.
1

(b)          The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
(c)          The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.
(d)          This Parent Guarantee shall not be discharged except as provided herein or by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Parent Guarantor accepts all obligations of a guarantor of the Notes under the Indenture but shall not be deemed a Guarantor as such term is used and defined in the Indenture.
(e)          If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Parent Guarantor), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f)          The Parent Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(g)          As between the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purpose of this Parent Guarantee.
(h)          The Parent Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Parent Guarantee.
(i)          Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Parent Guarantee shall be limited to the maximum amount permissible such that the obligations of the Parent Guarantor under this Parent Guarantee will not constitute a fraudulent transfer or conveyance.
(j)          This Parent Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
2

(k)          In case any provision of this Parent Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(l)          This Parent Guarantee shall be a general unsecured senior obligation of the Parent Guarantor, ranking pari passu with any other future senior indebtedness of the Parent Guarantor, if any.
(m)          Each payment to be made by the Parent Guarantor in respect of this Parent Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
(3)          Execution and Delivery .  The Parent Guarantor agrees that the Parent Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Parent Guarantee on the Notes.
(4)          Release .  This Parent Guarantee shall be automatically and unconditionally released and discharged, and no further action by the Parent Guarantor, the Issuers or the Trustee is required for the release of this Parent Guarantee, upon the Issuers delivering to the Trustee an Officer’s Certificate, confirming ongoing compliance by the Issuers with Section 4.03 of the Indenture.
(5)         No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Parent Guarantor shall have any liability for any obligations of the Issuers or the Guarantors (including the Parent Guarantor) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.
(6)          Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(7)          Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.  
(8)          Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
(9)          The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Parent Guarantor and the Issuer.
(10)          Certain Dutch Matters . Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed by the Parent Guarantor pursuant to this Supplemental Indenture or the Indenture shall be deemed not to be undertaken or incurred by the Parent Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2.207(c) or 2.98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “ Prohibition ”) and the provisions of this Supplemental Indenture, the Indenture and ant other documents entered into in connection with the Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the Parent Guarantor will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.
(11)          Subrogation .  The Parent Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Parent Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.
3

(12)          Benefits Acknowledged .  The Parent Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)          Successors .  All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
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4

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
VALCON ACQUISITION B.V.	
 	 	 	
By:	 	/s/ M.J.B. Rutte	
 	 	Name:  M.J.B. Rutte	
 	 	Title:    Director A	
 
By:	 	/s/ Harris Black	
 	 	Name:  Harris Black	
 	 	Title:    Director B	

 

[ Signature Page to Fifth Supplemental Indenture ]

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee	
 	 	 	
By:	 	/s/ Frank Godino	
 	 	Name: Frank Godino	
 	 	Title:        Vice President	
 
[ Signature Page to Fifth Supplemental Indenture ]

Exhibit 10.1(b)
Nielsen N.V.
85 Broad Street
New York, NY 10004
October 30, 2014
THL (Alternative) Fund V, L.P.
THL Coinvestment Partners, L.P.
THL Equity Fund VI Investors (VNU), L.P.
THL Equity Fund VI Investors (VNU) II, L.P.
THL Equity Fund VI Investors (VNU) III, L.P.
THL Equity Fund VI Investors (VNU) IV, LLC
Putnam Investment Holdings, LLC
Putnam Investments Employees’ Securities Company I LLC
Putnam Investments Employees’ Securities Company II LLC
Putnam Investments Employees’ Securities Company III LLC
Thomas H. Lee Investors Limited Partnership
Thomas H. Lee (Alternative) Parallel Fund V, L.P.
Thomas H. Lee (Alternative) Cayman Fund V, L.P.
Thomas H. Lee (Alternative) Fund VI, L.P.
Thomas H. Lee (Alternative) Parallel Fund VI, L.P.
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.
100 Federal Street
Boston, MA 02110
Ladies and Gentlemen:
Reference is made to the letter agreement dated August 14, 2013 (the “Agreement”) by and among entities affiliated with Thomas H. Lee Partners L.P. (collectively “Thomas H. Lee Partners”) and Nielsen N.V. (formerly Nielsen Holdings N.V.) (the “Company”; Thomas H. Lee Partners and the Company, together, the “Parties”).  Terms defined in the Agreement shall be used herein with such meanings as defined therein.
The Company and Thomas H. Lee Partners hereby agree to amend the Agreement by eliminating in its entirely the provisions of Section 1 thereof (relating to the right of Thomas H. Lee Partners to nominate one director to the Company’s board and related Company obligations).  The remaining provisions of the Agreement shall not be affected and shall remain in full force and effect.  
The provisions of Sections 5 through 12 of the Agreement shall apply to this amendment as if fully set forth herein.

 

 
If the above correctly reflects our understanding with respect to the foregoing matters, please so confirm by signing the enclosed copy of this letter.
 
Sincerely,	
 	
NIELSEN N.V.	
 	 	 	
By:	 	   /s/ Harris Black	
 	 	Name:Harris Black	
 	 	Title: Company Secretary	
Acknowledged and Agreed to by:
 
THOMAS H. LEE (ALTERNATIVE) FUND V, L.P.	
By:	 	THL Advisors (Alternative) V, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) V Limited, LDC, its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THL COINVESTMENT PARTNERS, L.P.	
By:	 	Thomas H. Lee Partners, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors, its General Partner	
By:	 	THL Holdco, LLC, its Managing Member	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THL EQUITY FUND VI INVESTORS (VNU), L.P.	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	

 

 
 
THL EQUITY FUND VI INVESTORS (VNU) II, L.P.	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THL EQUITY FUND VI INVESTORS (VNU) III, L.P.	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THL EQUITY FUND VI INVESTORS (VNU) IV, LLC	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THOMAS H. LEE INVESTORS, L.P.	
By:	 	THL Investment Management Corp., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	

 

 
 
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND V, L.P.	
By:	 	THL Advisors (Alternative) V, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) V Limited, LDC, its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partners	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
THOMAS H. LEE (ALTERNATIVE) CAYMAN FUND V, L.P.	
By:	 	THL Advisors (Alternative V), L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) V Limited, LDC, its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	

 

 
 
THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.	
By:	 	THL Advisors (Alternative) VI, L.P., its General Partner	
By:	 	Thomas H. Lee Advisors (Alternative) VI, Ltd., its General Partner	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
PUTNAM INVESTMENT EMPLOYEES' SECURITIES COMPANY I, LLC	
By:	 	Putnam Investment Holdings, LLC, its Managing Member	
By:	 	Putnam Investments, LLC, its Managing Member	
By:	 	Thomas H. Lee Advisors, Attorney-in-Fact	
By:	 	THL Holdco, LLC, its Managing Member	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	
 	 	 	
PUTNAM INVESTMENT EMPLOYEES' SECURITIES COMPANY II, LLC	
By:	 	Putnam Investment Holdings, LLC, its Managing Member	
By:	 	Putnam Investments, LLC, its Managing Member	
By:	 	Thomas H. Lee Advisors, Attorney-in-Fact	
By:	 	THL Holdco, LLC, its Managing Member	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	

 

 
 
PUTNAM INVESTMENT EMPLOYEES' SECURITIES COMPANY III, LLC	
By:	 	Putnam Investment Holdings, LLC, its Managing Member	
By:	 	Putnam Investments, LLC, its Managing Member	
By:	 	Thomas H. Lee Advisors, Attorney-in-Fact	
By:	 	THL Holdco, LLC, its Managing Member	
 	 	 	
By:	 	   /s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	

 

 
 
PUTNAM INVESTMENT HOLDINGS, LLC	
By:	 	Putnam Investments, LLC, its Managing Member	
By:	 	Thomas H. Lee Advisors, Attorney-in-Fact	
By:	 	THL Holdco, LLC, its Managing Member	
 	 	 	
By:	 	/s/ Charles P. Holden	
Name: Charles P. Holden	
Title: Managing Director	

 
Exhibit 10.27(b)
February 17, 2015
Ms. Mary Liz Finn
Chief Human Resources Officer
Nielsen N.V.
40 Danbury Road
Wilton, CT 06897
RE:	Severance Agreement dated February 2, 2007 Between VNU Group B.V. and VNU, Inc. and James W. Cuminale (the “Severance Agreement”)	
Dear Mary Liz,
Reference is made to Section 4 and Exhibit C (collectively, the “Tax Gross-Up Section”) of the Severance Agreement.  I hereby waive any and all rights to payments under the Tax Gross-Up Section of the Severance Agreement and, as of the date hereof, such Gross-Up Section shall be null and void.  All other Provisions of the Severance Agreement shall remain in full force and effect in accordance with the terms thereof.
Very truly yours,

/s/ James W. Cuminale	
James W. Cuminale	

 
EXHIBIT 21.1
 
Company	  	Country	  	Shareholder	 	%	 	
ACNielsen AMER Algeria EURL	  	Algeria	  	AMER Research Limited	 	 	100.00	  	
AGB America S.A.	  	Anguilla	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
The Nielsen Company South America S.R.L.	  	Argentina	  	Nielsen Sub Holding Company	 	 	90.00	  	
 	  	 	  	ACNielsen Company of Canada	 	 	10.00	  	
VNU Business Media Argentina S.A.	  	Argentina	  	ACNielsen Company of Canada	 	 	95.00	  	
 	  	 	  	Nielsen Sub Holding Company	 	 	5.00	  	
ACNielsen Research Pty Limited	  	Australia	  	The Nielsen Company (Australia) Pty. Ltd.	 	 	100.00	  	
Decisions Made Easy Pty. Ltd.	  	Australia	  	The Nielsen Company (Holdings) Pty. Limited	 	 	100.00	  	
NetRatings Australia Pty. Ltd.	  	Australia	  	The Nielsen Company (Holdings) Pty. Limited	 	 	100.00	  	
Nielsen Television Audience Measurement
Pty. Ltd.	  	Australia	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	100.00	  	
The Nielsen Company (Australia) Pty. Ltd.	  	Australia	  	The Nielsen Company (Holdings) Pty. Limited	 	 	100.00	  	
The Nielsen Company (Holdings) Pty. Limited	  	Australia	  	Nielsen Sub Holding Company	 	 	100.00	  	
A.C. Nielsen Gesellschaft m.b.H.	  	Austria	  	ACNielsen (Nederland) B.V.	 	 	100.00	  	
The Nielsen Company (Bangladesh) Ltd.	  	Bangladesh	  	Nielsen (India) Private Limited	 	 	100.00	  	
ACNielsen Bel	  	Belarus	  	ACNielsen Cyprus Limited	 	 	100.00	  	
A.C. Nielsen Company & Co SA	  	Belgium	  	VNU International B.V.	 	 	99.97	  	
 	  	 	  	TNC Europe B.V.	 	 	0.03	  	
The Nielsen Company (Belgium) SPRL	  	Belgium	  	ACNielsen Holdings Ltd.	 	 	99.99	  	
 	  	 	  	The Nielsen Company (Denmark) ApS	 	 	0.01	  	
A.C. Nielsen do Brasil Ltda.	  	Brazil	  	Art Holding (Brazil) C.V.	 	 	99.99	  	
 	  	 	  	Nielsen Holdings, L.L.C.	 	 	0.01	  	
IBOPE eRatings.com do Brasil Ltda.	  	Brazil	  	Nielsen IBOPE Online	 	 	53.40	  	
 	  	 	  	A.C. Nielsen do Brasil Ltda	 	 	0.00	  	
 	  	 	  	IBOPE Pesquisa de Midia Ltda (third party)	 	 	0.00	  	
Nexium Customer do Brasil Ltda	 	Brazil	 	Milenium Espacio Soft S.A.	 	 	90.00	 	
 	 	 	 	FutureAnalysis, S.L.	 	 	10.00	 	
ACNielsen Bulgaria Ltd	  	Bulgaria	  	ACNielsen Cyprus Limited	 	 	100.00	  	
AGB Bulgaria Ltd.	  	Bulgaria	  	The Nielsen Company (Greece) S.A.	 	 	100.00	  	
MEDIARESEARCH Bulgaria EAD.	  	Bulgaria	  	PRIME TIME CS, spol. s.r.o	 	 	100.00	  	
ACNielsen Cameroon Sarl	  	Cameroon	  	ACNielsen Cyprus Limited	 	 	100.00	  	
2133798 Ontario Inc.	  	Canada	  	AC Nielsen Company of Canada	 	 	100.00	  	
ACNielsen Company of Canada	  	Canada	  	ACNielsen (Nederland) B.V.	 	 	100.00	  	
Harris/Decima Inc	  	Canada	  	2133798 Ontario Inc.	 	 	100.00	  	
Nielsen Media Research Limited	  	Canada	  	The Nielsen Company (US), LLC	 	 	100.00	  	
 	  	 	  	ACNielsen Company of Canada	 	 	0.00	  	
Nielsen Sub Holding Company	  	Canada	  	ACNielsen Company of Canada	 	 	100.00	  	
Opinion Search Inc	  	Canada	  	Harris/Decima Inc	 	 	100.00	 	
ACNielsen Cayman Islands Colombia Ltd.	  	Cayman Islands	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
ACNielsen Cayman Islands Ltd.	  	Cayman Islands	  	A.C.Nielsen do Brasil Ltda.	 	 	100.00	  	
Nielsen IBOPE Online	  	Cayman Islands	  	ACNielsen eRatings.com	 	 	53.40	  	
 	  	 	  	IMI.COM (third party)	 	 	46.60	  	
A.C. Nielsen Chile Limitada	  	Chile	  	A. C. Nielsen Company, LLC	 	 	50.60	  	
 	  	 	  	Nielsen Holdings, L.L.C.	 	 	0.40	  	
 	  	 	  	VNU International B.V.	 	 	49.00	  	
Netratings (Shanghai) Company, Ltd.	  	China	  	Netratings, LLC	 	 	100.00	  	
The Nielsen Company (Guangzhou) LTD	  	China	  	ACNielsen Group Limited	 	 	99.86	  	
 	  	 	  	Third party shareholder(s)	 	 	0.14	  	
The Nielsen Company (Shanghai) Ltd.	  	China	  	The Nielsen Company (Hong Kong) Limited	 	 	96.00	  	
 	  	 	  	Third party shareholder(s)	 	 	4.00	  	

 
Company	  	Country	  	Shareholder	 	%	 	
A.C. Nielsen de Colombia Ltda.	  	Colombia	  	ACNielsen Cayman Islands Colombia Ltd.	 	 	100.00	  	
 	  	 	  	A. C. Nielsen Company, LLC	 	 	0.00	  	
ACNielsen Costa Rica S.A.	  	Costa Rica	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
AC Nielsen Cote d’Ivoire Limited	  	Cote d’Ivoire	  	ACNielsen Cyprus Limited	 	 	100.00	  	
ACNielsen d.o.o.	  	Croatia	  	ACNielsen Piackutató Kft.	 	 	100.00	  	
AGB Nielsen Media Research Ltd.	  	Croatia	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	51.00	  	
 	  	 	  	Srdan Dumicic (third party)	 	 	24.50	  	
 	  	 	  	Damir Tabulovstrelov (third party)	 	 	24.50	  	
MEMRB Puls Panel Trgovina DOO	  	Croatia	  	MEMRB Retail Tracking Services limited	 	 	100.00	  	
ACNielsen Cyprus Limited	  	Cyprus	  	ACNielsen (Nederland) B.V.	 	 	100.00	  	
AMER Research Limited	  	Cyprus	  	ACNielsen (Nederland) B.V.	 	 	100.00	  	
MEMRB Retail Tracking Services Limited	  	Cyprus	  	VNU International B.V.	 	 	100.00	  	
Nielsen Audience Measurement (Cyprus) Ltd.	  	Cyprus	  	The Nielsen Company (Greece) S.A.	 	 	100.00	  	
RPJV Retail Plus Company	  	Cyprus	  	VNU International B.V.	 	 	51.00	  	
 	  	 	  	Gilad Hass (third party)	 	 	33.25	  	
 	  	 	  	Nir Manor (third party)	 	 	10.00	  	
 	  	 	  	Moshe Yaakov (third party)	 	 	5.75	  	
ACNielsen Czech Republic s.r.o.	  	Czech Republic	  	ACNielsen Cyprus Limited	 	 	100.00	  	
Admosphere, s.r.o.	  	Czech Republic	  	MEDIARESEARCH, a.s.	 	 	100.00	  	
Adwind Software, a.s..	  	Czech Republic	  	MEDIARESEARCH, a.s.	 	 	100.00	  	
AMAR Research s.r.o.	  	Czech Republic	  	ACNielsen Czech Republic s.r.o.	 	 	85.00	  	
 	  	 	  	ACNielsen Slovakia s.r.o.	 	 	15.00	  	
MEDIARESEARCH, a.s	  	Czech Republic	  	ACNielsen (Nederland) B.V.	 	 	51.00	  	
 	 	 	 	ADMOSPHERE LIMITED (third party/UK)	 	 	49.00	 	
PRIME TIME CS, spol. s.r.o	  	Czech Republic	  	MEDIARESEARCH, a.s	 	 	100.00	  	
The Nielsen Company (Denmark) ApS	  	Denmark	  	ACNielsen AB	 	 	100.00	  	
ACNielsen Dominicana, SRL	  	Dominican
Republic	  	VNU International B.V.	 	 	99.55	  	
 	  	 	  	Jorge Lozano (minority shareholder)	 	 	0.46	  	
Nielsen IBOPE Dominicana, S.R.L.	  	Dominican
Republic	  	AGB America S.A.	 	 	51.00	  	
 	  	 	  	AGB Nielsen Media Research B.V.	 	 	2.40	  	
 	  	 	  	IBOPE Latinoamericana S.A. (Uruguay) (third party)	 	 	46.60	  	
ACNielsen Ecuador S.A.	  	Ecuador	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
 	  	 	  	VNU International B.V.	 	 	0.00	  	
ACNielsen Egypt Limited	  	Egypt	  	AMER Research Limited	 	 	99.04	  	
 	  	 	  	ACNielsen Cyprus Limited	 	 	0.96	  	
Middle East for Marketing LLC	  	Egypt	  	MEMRB Retail Tracking Services (Guernsey) Lt.d	 	 	95.00	  	
 	  	 	  	N.A. El Sherbiny Mohamed (individual)	 	 	5.00	  	
AC Nielsen El Salvador, S.A. de C.V.	  	El Salvador	  	ACNielsen Centroamerica, S.A.	 	 	95.00	  	
 	  	 	  	A. C. Nielsen Company, LLC	 	 	5.00	  	
ACNielsen Eesti OÜ	  	Estonia	  	ACNielsen Cyprus Limited	 	 	100.00	  	
A.C. Nielsen Finland Oy	  	Finland	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Arbitron Mobile Oy	  	Finland	  	Cardinal North LLC	 	 	100.00	  	
Finnpanel Oy	  	Finland	  	A.C. Nielsen Finland Oy	 	 	50.00	  	
 	  	 	  	TNS Gallup Oy (third party)	 	 	50.00	  	
AC Nielsen SAS	  	France	  	Nielsen Holding France SAS	 	 	100.00	  	
Affinnova France Sarl	  	France	  	Affinnova, Inc	 	 	100.00	 	
Brandbank (France) SAS	  	France	  	Brandbank Limited	 	 	100.00	 	
Netratings France SAS	  	France	  	NetRatings UK Limited	 	 	100.00	  	
Nielsen Holding France SAS	  	France	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
Nielsen Services France SAS	  	France	  	Nielsen Holding France SAS	 	 	100.00	  	

 
Company	  	Country	  	Shareholder	 	%	 	
Affinnova Germany GmbH	  	Germany	  	Affinnova, Inc	 	 	100.00	 	
Nielsen Music Control GmbH	  	Germany	  	VNU Holding (Deutschland) GmbH	 	 	100.00	  	
Nielsen Services Germany GmbH	  	Germany	  	The Nielsen Company (Germany) GmbH	 	 	100.00	  	
The Nielsen Company (Germany) GmbH	  	Germany	  	Nielsen Holding France SAS	 	 	100.00	  	
VNU Business Publications Deutschland GmbH	  	Germany	  	VNU Holding (Deutschland) GmbH	 	 	100.00	  	
VNU Holding (Deutschland) GmbH	  	Germany	  	Nielsen Holding and Finance B.V.	 	 	100.00	  	
ACNielsen Ghana Limited	  	Ghana	  	ACNielsen Cyprus Limited	 	 	100.00	  	
Organotiki S.A.	  	Greece	  	The Nielsen Company (Greece) S.A.	 	 	80.00	  	
 	  	 	  	Moschou (third party)	 	 	20.00	  	
The Nielsen Company (Greece) S.A.	  	Greece	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
ACNielsen Centroamerica, S.A.	  	Guatemala	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
 	  	 	  	ACNielsen Costa Rica S.A.	 	 	0.00	  	
MEMRB Retail Tracking Services
(Guernsey) Lt.d	  	Guernsey	  	MEMRB Retail Tracking Services Limited	 	 	99.99	  	
 	  	 	  	Damor Investments Limited (third party)	 	 	0.00	  	
 	  	 	  	Lindsay Jane Ozanne (third party)	 	 	0.00	  	
 	  	 	  	RBC Corporate Services (CI) Limited (third party)	 	 	0.00	  	
 	  	 	  	RB Trustees (Guernsey) Limited (third party)	 	 	0.00	  	
ACNielsen Honduras S.A. de C.V.	  	Honduras	  	ACNielsen Centroamerica, S.A.	 	 	99.60	  	
 	  	 	  	A. C. Nielsen Company, LLC	 	 	0.40	  	
ACNielsen Holdings Limited	  	Hong Kong	  	Nielsen Sub Holdings II B.V.	 	 	99.74	  	
 	  	 	  	The Nielsen Company (Switzerland) GmbH	 	 	0.26	  	
ACNielsen Group Limited	  	Hong Kong	  	The Nielsen Company (Management Services -HK) Limited	 	 	99.79	  	
 	  	 	  	ACNielsen Holdings Limited	 	 	0.21	  	
Harris Interactive Asia (Holdings) Limited	  	Hong Kong	  	Harris Interactive International Inc.	 	 	100.00	 	
Netratings Hong Kong Limited	  	Hong Kong	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Nielsen Online Hong Kong Limited	  	Hong Kong	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
The Nielsen Company (Hong Kong) Limited	  	Hong Kong	  	The Nielsen Company (Management Services -HK) Limited	 	 	100.00	  	
The Nielsen Company (Management Services -HK) Limited	  	Hong Kong	  	ACNielsen Holdings Limited	 	 	100.00	  	
 	  	 	  	Nielsen Sub Holdings II B.V.	 	 	0.00	  	
ACNielsen Piackutató Kft.	  	Hungary	  	ACNielsen Cyprus Limited	 	 	100.00	  	
Brandbank (Hungary) Kft.	  	Hungary	  	Brandbank Limited	 	 	100.00	  	
Nielsen Közönségmérés Kft.	  	Hungary	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	100.00	 	
Arbitron Technology Services India Private Ltd.	  	India	  	Nielsen Audio, Inc.	 	 	100.00	  	
 	  	 	  	Arbitron Holdings Inc.	 	 	0.00	  	
Indicus Analytics Private Limited	 	India	 	Nielsen (India) Private Limited	 	 	100.00	 	
Nielsen (India) Private Limited	  	India	  	ACNielsen Corporation	 	 	64.48	  	
 	  	 	  	The Nielsen Company (Mauritius) Limited	 	 	35.52	  	
 	  	 	  	TNC Europe B.V.	 	 	0.00	  	
NeuroFocus Systems & Services Private Ltd.	  	India	  	NeuroFocus, Inc.	 	 	100.00	  	
NTRT Eratings India Private Limited	  	India	  	Netratings, LLC	 	 	100.00	  	
TAM Media Research Private Limited	  	India	  	Nielsen (India) Private Limited	 	 	50.00	  	
 	  	 	  	Kantar Media Research Pvt Ltd (third party)	 	 	50.00	  	
PT. Nielsen Audience Measurement	  	Indonesia	  	AGB Nielsen Media Research B.V.	 	 	99.00	  	
 	  	 	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	1.00	  	
PT. Sri Karya Utama Graha	  	Indonesia	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	98.98	  	

 
Company	  	Country	  	Shareholder	 	%	 	
 	  	 	  	PT. The Nielsen Company Indonesia	 	 	1.02	  	
PT. The Nielsen Company Indonesia	  	Indonesia	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	99.00	  	
 	  	 	  	The Nielsen Company (Singapore) Pte. Ltd.	 	 	1.00	  	
A.C. Nielsen (Dublin) Limited	  	Ireland	  	A. C. Nielsen Company, LLC	 	 	100.00	  	
A.C. Nielsen of Ireland Limited	  	Ireland	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
AGB Nielsen Media Research (Ireland) Limited	  	Ireland	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
Brandbank (Ireland) Limited.	  	Ireland	  	Brandbank Limited	 	 	100.00	  	
The Nielsen Company Finance (Ireland) Limited	  	Ireland	  	The Nielsen Company (Luxembourg) S.a.r.l.	 	 	100.00	  	
ACNielsen (Israel), Ltd	 	Isreal	 	The New Wave Research Ltd.	 	 	100.00	 	
Buzzmetrics, Ltd.	  	Israel	  	VNU International B.V.	 	 	91.13	  	
 	  	 	  	TNC (US) Holdings, Inc.	 	 	8.87	  	
Nielsen Innovate Fund, LP	  	Israel	  	AGB Nielsen Media Research B.V.	 	 	LP	  	
 	 	 	 	R&R Venture Partners LLC (third party)	 	 	LP	 	
 	 	 	 	Fred Langhammer (third party)	 	 	LP	 	
 	  	 	  	Nielsen Innovate Ltd.	 	 	GP	  	
 	  	 	  	Partam High Tech Limited (third party)	 	 	LP	  	
Nielsen Innovate Ltd.	  	Israel	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
The New Wave Research Ltd.	 	Israel	 	ACNielsen Corporation	 	 	57.95	 	
 	 	 	 	Mr. Levy (third party, individual) and other third party shareholders	 	 	42.05	 	
AGB Nielsen Media Research Holding S.p.A.	  	Italy	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
AGB Nielsen Media Research TAM S.r.l.	  	Italy	  	Nielsen TV Audience Measurement S.A.	 	 	100.00	  	
NetRatings Italia Srl	  	Italy	  	The Nielsen Company (Italy) S.r.l.	 	 	100.00	  	
Nielsen Services Italy S.r.l.	  	Italy	  	The Nielsen Company (Italy) S.r.l.	 	 	100.00	  	
Nielsen TV Audience Measurement S.r.l.	  	Italy	  	The Nielsen Company (Italy) S.r.l.	 	 	100.00	  	
The Nielsen Company (Italy) S.r.l.	  	Italy	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
Nielsen Co., Ltd.	  	Japan	  	ACNielsen eRatings.com	 	 	45.23	  	
 	  	 	  	NetRatings Australia Pty. Ltd.	 	 	11.29	  	
 	  	 	  	TransCosmos Inc. (third party)	 	 	40.63	  	
 	  	 	  	Mitsuaki Sugihara (third party)	 	 	0.16	  	
 	  	 	  	Office AG (third party)	 	 	0.04	  	
 	  	 	  	Dentsu (third party)	 	 	2.65	  	
Nielsen Services Japan GK	  	Japan	  	The Nielsen Company Japan	 	 	100.00	 	
The Nielsen Company Japan	  	Japan	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	100.00	  	
MEMRB Retail Tracking Services Jordan Company Limited	  	Jordan	  	MEMRB Retail Tracking Services Limited	 	 	100.00	  	
Nielsen for Consultancies Limited Liability
Company	  	Jordan	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
ACNielsen Kazakhstan Ltd.	  	Kazakhstan	  	ACNielsen Cyprus Limited	 	 	100.00	  	
ACNielsen Kenya Limited	  	Kenya	  	ACNielsen Cyprus Limited	 	 	99.90	  	
 	  	 	  	Yordanov (third party)	 	 	0.10	  	
Korean Click Co., Ltd.	  	Korea	  	The Nielsen Company Korea Ltd.	 	 	94.03	  	
 	  	 	  	Two minority shareholders. One holds 0,24%, the other holds 5,73%. Names are shown in Korean in legal documentation.	 	 	5.97	  	
Nielsen Korea Ltd.	  	Korea	  	VNU International B.V.	 	 	82.54	  	
 	  	 	  	AGB Nielsen Media Research B.V.	 	 	17.46	  	
Nielsen Services Korea Ltd	  	Korea	  	Nielsen Sub Holding II B.V.	 	 	100.00	 	
The Nielsen Company Korea Ltd	  	Korea	  	ACNielsen Company of Canada	 	 	100.00	  	
ACNielsen Latvia SIA	  	Latvia	  	ACNielsen Cyprus Limited	 	 	100.00	  	
C.M.O s.a.l Conseil en Management et
Organisation	  	Lebanon	  	MEMRB Retail Tracking Services Limited	 	 	95.00	  	

 
Company	  	Country	  	Shareholder	 	%	 	
 	  	 	  	Our lawyer delivered 50 shares to each of the three Directors of this company. According to Lebanese law a company is required to have (at least) three individuals as shareholders	 	 	5.00	  	
UAB ACNielsen Baltics	  	Lithuania	  	ACNielsen Cyprus Limited	 	 	100.00	  	
European Media Investors S.A.	  	Luxembourg	  	VNU International B.V.	 	 	99.96	  	
 	  	 	  	TNC Europe B.V.	 	 	0.05	  	
MediaXim S.à.r.l.	  	Luxembourg	  	Nielsen Luxembourg S.a.r.l.	 	 	100.00	  	
Nielsen Luxembourg S.a.r.l.	  	Luxembourg	  	Nielsen Holdings and Finance B.V.	 	 	100.00	  	
The Nielsen Company (Luxembourg) S.a.r.l.	  	Luxembourg	  	Nielsen Luxembourg S.a.r.l	 	 	100.00	  	
Valcon Acquisition Holding (Luxembourg) S.a.r.l.	  	Luxembourg	  	Sponsors	 	 	 	 	
Nielsen Audience Measurement Sdn. Bhd.	  	Malaysia	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
The Nielsen Company (Malaysia) Sdn. Bhd.	  	Malaysia	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	100.00	  	
The Nielsen Company (Mauritius) Limited	  	Mauritius	  	VNU International B.V.	 	 	100.00	  	
A.C. Nielsen, S de RL de C.V.	  	Mexico	  	Panel International SA LLC	 	 	100.00	  	
 	  	 	  	ACNielsen Corporation	 	 	0.00	  	
IBOPE AGB Mexico, S.A. de C.V.	  	Mexico	  	AGB Netherlands C.V.	 	 	26.70	  	
 	  	 	  	AGB Nielsen Media Research B.V.	 	 	26.70	  	
 	  	 	  	IBOPE Latinoamericana S.A. (third party)	 	 	46.60	  	
Nielsen Mexico Services, S de RL de CV	  	Mexico	  	AC Nielsen Mexico LLC	 	 	22.18	  	
 	  	 	  	ACNielsen Company of Canada	 	 	77.82	  	
Shopper Customer Solutions SA de CV	 	Mexico	 	Milenium Espacio Soft, S.A.	 	 	99.00	 	
 	 	 	 	FutureAnalysis, S.L.	 	 	1.00	 	
ACNielsen Montenegro d.o.o.	  	Montenegro	  	ACNielsen Cyprus Limited	 	 	100.00	  	
ACNielsen SARL	  	Morocco	  	AMER Research Limited	 	 	100.00	  	
Nielsen MMRD (Myanmar) Co., Ltd	 	Myanmar	 	Nielsen MMRD Holdings Pte. Ltd	 	 	100.00	 	
 	 	 	 	ACNielsen (Singapore) Pte. Ltd.	 	 	 	 	
The Nielsen Company Nepal Pvt Ltd.	  	Nepal	  	Nielsen (India) Private Limited	 	 	100.00	  	
ACNielsen (Nederland) B.V.	  	Netherlands	  	TNC Americas C.V.	 	 	100.00	  	
AGB Netherlands C.V.	  	Netherlands	  	AGB Panamericana, S.A.	 	 	99.00	  	
 	  	 	  	AGB America S.A.	 	 	1.00	  	
AGB Nielsen Media Research B.V.	  	Netherlands	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
AGB Nielsen Media Research TAM
Holding B.V.	  	Netherlands	  	AGB Nielsen Media Research Holding S.p.A.	 	 	100.00	  	
AGB NMR Coöperatie W.A.	  	Netherlands	  	A. C. Nielsen Company, LLC	 	 	 	 	
 	  	 	  	ART Holding, L.L.C.	 	 	 	 	
Art Holding (Brazil) C.V.	  	Netherlands	  	Nielsen Sub Holding Company	 	 	99.00	  	
 	  	 	  	Nielsen Holdings, L.L.C.	 	 	1.00	  	
Brandbank (Netherlands) B .V.	 	Netherlands	 	Brandbank Limited	 	 	100.00	 	
Menesta Investments B.V.	  	Netherlands	  	Neslein Holding (Spain) C.V.	 	 	100.00	  	
Neslein Holding (Spain) C.V.	  	Netherlands	  	A.C. Nielsen (Argentina) S.A.	 	 	98.00	  	
 	  	 	  	ART Holding, L.L.C.	 	 	1.00	  	
 	  	 	  	Nielsen General Partner B.V.	 	 	1.00	  	
Nielsen B.V.	  	Netherlands	  	Nielsen Holding and Finance B.V.	 	 	100.00	  	
Nielsen Coöperatie W.A.	  	Netherlands	  	A. C. Nielsen Company, LLC	 	 	 	 	
 	  	 	  	ART Holding, L.L.C.	 	 	 	 	
Nielsen General Partner B.V.	  	Netherlands	  	A. C. Nielsen Company, LLC	 	 	100.00	  	
Nielsen Holding and Finance B.V.	  	Netherlands	  	VNU Intermediate Holding B.V.	 	 	100.00	  	
Nielsen Holding Nederland B.V.	  	Netherlands	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
Nielsen N.V.	  	Netherlands	  	Valcon Acquisition Holding (Luxembourg) S.a.r.l.	 	 	14.50	  	
 	  	 	  	Nielsen N.V. (treasury shares)	 	 	2.58	  	
 	  	 	  	Shares on the NY stock exchange	 	 	82.92	  	
Nielsen Hong Kong C.V.	  	Netherlands	  	ACNielsen Group Limited	 	 	1.00	  	
 	  	 	  	The Nielsen Company (Management Services -HK) Limited	 	 	99.00	  	

 
Company	  	Country	  	Shareholder	 	%	 	
Nielsen Media Research B.V.	  	Netherlands	  	Nielsen B.V.	 	 	100.00	  	
Nielsen Mexico Holdings B.V.	  	Netherlands	  	AGB Netherlands C.V.	 	 	100.00	 	
Nielsen Sub Holdings I B.V.	  	Netherlands	  	Nielsen Coöperatie W.A.	 	 	100.00	  	
Nielsen Sub Holdings II B.V.	  	Netherlands	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
The Nielsen Company B.V.	  	Netherlands	  	Valcon Acquisition B.V.	 	 	100.00	  	
TNC Americas C.V.	  	Netherlands	  	Nielsen Holding Nederland B.V.	 	 	99.00	  	
 	  	 	  	Nielsen Holdings, L.L.C.	 	 	1.00	  	
TNC Europe B.V.	  	Netherlands	  	VNU International B.V.	 	 	100.00	  	
Valcon Acquisition B.V.	  	Netherlands	  	Nielsen N.V.	 	 	100.00	  	
VNU Intermediate Holding B.V.	  	Netherlands	  	The Nielsen Company B.V.	 	 	100.00	  	
VNU International B.V.	  	Netherlands	  	The Nielsen Company (Luxembourg) S.a.r.l.	 	 	100.00	  	
VNU Marketing Information Europe &
Asia B.V.	  	Netherlands	  	Nielsen Holding and Finance B.V.	 	 	100.00	  	
ACNielsen (NZ) ULC	  	New Zealand	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
AGB Nielsen Media Research
(New Zealand) Ltd.	  	New Zealand	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
ACNielsen Nicaragua, S.A.	  	Nicaragua	  	ACNielsen Centroamerica, S.A.	 	 	98.00	  	
 	  	 	  	A. C. Nielsen Company, LLC	 	 	2.00	  	
ACNielsen Nigeria Limited	  	Nigeria	  	ACNielsen Cyprus Limited	 	 	80.00	  	
 	  	 	  	ACNielsen Company of Canada	 	 	20.00	  	
ACNielsen Norge AS	  	Norway	  	Nielsen Sub Holdings II B.V.	 	 	75.76	  	
 	  	 	  	TNC Management Services GmbH	 	 	24.24	  	
Nielsen Media Research AS	  	Norway	  	Nielsen Sub Holdings II B.V.	 	 	85.99	  	
 	  	 	  	Seven different third parties hold a minority interest in Nielsen Media Research AS.	 	 	14.01	  	
ACNielsen Pakistan (Private) Limited	  	Pakistan	  	ACNielsen Cyprus Limited	 	 	100.00	  	
 	  	 	  	A. C. Nielsen Company, LLC	 	 	0.00	  	
ACNielsen Panama, S.A.	  	Panama	  	ACNielsen Centroamerica, S.A.	 	 	100.00	  	
AGB Panamericana, S.A.	  	Panama	  	AGB Nielsen Media Research Holding S.p.A.	 	 	60.00	  	
 	  	 	  	AGB Nielsen Media Research B.V.	 	 	40.00	  	
Nielsen S.R.L.	  	Peru	  	VNU International B.V.	 	 	100.00	  	
 	  	 	  	Rolando Ramirez-Gaston Horny (third party)	 	 	0.00	  	
AGB Nielsen Media Research (Philippines) Inc.	  	Philippines	  	AGB Nielsen Media Research TAM Holding B.V. (AGB NMR TAM Holding B.V. holds 6,800,469 shares of which 10 are held in trust by 4 different employees of AGB Nielsen Media Research (Philippines) Inc.)	 	 	83.34	  	
 	  	 	  	R. Esteban (third party)	 	 	16.66	  	
The Nielsen Company (Philippines), Inc.	  	Philippines	  	The Nielsen Company (Belgium) SPRL	 	 	100.00	  	
 	  	 	  	Minority shareholders (six Nielsen employees: Cheong Tai Leung, Elaine Shui, Stuart Jamieson, Norie Bordador Lou-ann Navalta, Noel Laman)	 	 	0.00	  	
ACNielsen Polska Sp.z.o.o.	  	Poland	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	100.00	  	
AGB Nielsen Media Research Sp. z .o.o.	  	Poland	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	100.00	  	
Brandbank (Poland) Sp. z .o.o.	  	Poland	  	Brandbank Limited	 	 	100.00	 	
Nielsen Services Poland Sp. z.o.o.	  	Poland	  	ACNielsen Polska SP.z o.o.	 	 	76.57	 	
 	 	 	 	AGB Nielsen Media Research Sp. z o.o.	 	 	22.83	 	
 	 	 	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	0.58	  	
 	  	 	  	Jerzy Wolinski (third party)	 	 	0.02	  	
SICA Sp. z o.o.	 	Poland	 	Brandbank (Poland) Sp. z o.o.	 	 	100.00	 	

 
Company	  	Country	  	Shareholder	 	%	 	
A.C. Nielsen Portugal- Estudos de Mercado- Unipessoal, Lda.	  	Portugal	  	Menesta Investments B.V.	 	 	100.00	  	
Nexium Portugal – Consultario e Software Lda.	 	Portugal	 	Milenium Espacio Soft, S.A.	 	 	60.00	 	
A.C. Nielsen P.R. LLC	  	Puerto Rico	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Nielsen IBOPE Puerto Rico Inc.	  	Puerto Rico	  	A.C. Nielsen P.R. LLC	 	 	53.40	  	
 	  	 	  	IBOPE Latinoamericana, SA (Uruguay) (Third party)	 	 	46.60	  	
Nielsen Consultancy LLC	 	Qutar	 	ACNielsen Cyprus Limited	 	 	100.00	 	
ACNielsen Romania srl	  	Romania	  	ACNielsen Cyprus Limited	 	 	100.00	  	
AGB TAM S.r.l.	  	Romania	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	60.00	  	
 	  	 	  	IMAS SA (third party)	 	 	40.00	  	
Retailplus Eastern Europe S.R.L.	  	Romania	  	VNU International B.V.	 	 	62.67	  	
 	  	 	  	G. Hass (third party)	 	 	17.67	  	
 	  	 	  	Talanat Services Ltd (third party)	 	 	19.67	  	
AGB Television JSC	  	Russia	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	87.50	  	
 	  	 	  	Sergei Ketov (third party)	 	 	12.50	  	
ACNIELSEN Limited Liability Company	  	Russia	  	ACNielsen Cyprus Limited	 	 	100.00	  	
ACNielsen d.o.o.	  	Serbia	  	ACNielsen Cyprus Limited	 	 	100.00	  	
Nielsen Audience Measurement DOO Beograd	  	Serbia	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	76.00	  	
 	  	 	  	Srdjan Bogosavljevic (third party)	 	 	24.00	  	
ACNielsen (Singapore) Pte. Ltd.	  	Singapore	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Affinnova Singapore Private Limited.	  	Singapore	  	Affinnova, Inc.	 	 	100.00	  	
AGB Nielsen Media Research (Singapore)
Pte. Ltd.	  	Singapore	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
NetRatings Pte. Ltd.	  	Singapore	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Nielsen MMRD Holdings Pte. Ltd.	 	Singapore	 	ACNielsen (Singapore) Pte. Ltd.	 	 	50.1	 	
 	 	 	 	Marketing Research (Hong Kong) Ltd. (third party)	 	 	29.9	 	
 	 	 	 	Myanmar Marketing Research Pte. Ltd. (third party)	 	 	20.0	 	
The Nielsen Company (Singapore) Pte. Ltd.	  	Singapore	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	100.00	  	
The Nielsen Company (Singapore)
Holdings Pte. Ltd.	  	Singapore	  	The Nielsen Company (Belgium) SPRL	 	 	100.00	  	
The Nielsen Company (Singapore)
Principal Pte. Ltd.	  	Singapore	  	VNU International B.V.	 	 	100.00	  	
ACNielsen Slovakia s.r.o.	  	Slovakia	  	ACNielsen Cyprus Limited	 	 	100.00	  	
Brandbank (Slovakia) s.r.o.	 	Slovakia	 	Brandbank Limited	 	 	100.00	 	
MEDIARESEARCH SLOVAKIA, s.r.o.	 	Slovakia	 	MEDIARESEARCH, a.s.	 	 	100.00	 	
ACNielsen raziskovalna druzba, d.o.o.	  	Slovenia	  	ACNielsen Cyprus Limited	 	 	100.00	  	
AGB Nielsen, medijske raziskave, d.o.o	  	Slovenia	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	58.00	  	
 	  	 	  	GfK, d.o.o. (third party)	 	 	21.00	  	
 	  	 	  	Ms. Janja Božič Marolt (third party)	 	 	21.00	  	
NIELSEN LAB, razvoj tehnologij za raziskavo medijev, d.o.o.	  	Slovenia	  	Nielsen TV Audience Measurement S.A.	 	 	50.00	  	
 	  	 	  	AGB Nielsen Media Research B.V.	 	 	50.00	  	
ACNielsen Marketing and Media (Pty) Limited	  	South Africa	  	ACNielsen (Nederland) B.V.	 	 	100.00	  	
AGB Nielsen Media Research (South Africa) (Pty) Limited	  	South Africa	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
Interactive Market Systems (South Africa) (Pty) Limited	  	South Africa	  	A.C. Nielsen Company Limited	 	 	100.00	  	
A.C. Nielsen Company, S.L.	  	Spain	  	N&P Holding Spain S.L.	 	 	100.00	  	
ASEE Nielsen Holding (Spain) S.r.l.	  	Spain	  	Neslein Holding (Spain) C.V.	 	 	100.00	  	
CEC Media S.A.	  	Spain	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	99.30	  	

 
Company	  	Country	  	Shareholder	 	%	 	
 	  	 	  	Third party	 	 	0.70	  	
FutureAnalysis, S.L	 	Spain	 	A.C. Nielsen Company, S.L.	 	 	100.00	 	
Metaemotion, S.L	 	Spain	 	FutureAnalysis, S.L.	 	 	100.00	 	
Milenium Espacio Soft, S.A	 	Spain	 	FutureAnalysis, S.L.	 	 	100.00	 	
N&P Holding Spain S.L.	  	Spain	  	ASEE Nielsen Holding (Spain) S.r.l.	 	 	100.00	  	
NetRatings Spain SL	  	Spain	  	NetRatings Australia Pty. Ltd.	 	 	100.00	  	
Netvalue Internet Measurement S.A.	  	Spain	  	Netratings, LLC	 	 	100.00	  	
Nexium Software Factory, S.L.	 	Spain	 	FutureAnalysis, S.L.	 	 	100.00	 	
Nielsen Services Spain, S.L.	  	Spain	  	N&P Holding Spain S.L.	 	 	100.00	  	
Publinformatica S.A. (in liquidation)	  	Spain	  	VNU Marketing Information Europe & Asia B.V.	 	 	50.00	  	
 	  	 	  	Ediciones y Suscripciones, S.A. (third party)	 	 	50.00	  	
The Nielsen Company Lanka (Private) Limited	  	Sri Lanka	  	Nielsen (India) Private Limited	 	 	100.00	  	
ACNielsen AB	  	Sweden	  	ACNielsen Norge AS	 	 	100.00	  	
AGB Nielsen Media Research (Sweden) AB	  	Sweden	  	ACNielsen AB	 	 	100.00	  	
Nielsen Services Sweden AB	  	Sweden	  	ACNielsen AB	 	 	100.00	  	
Affinnova Switzerland Sàrl	  	Switzerland	  	Affinnova, Inc.	 	 	100.00	  	
CGA Nielsen (Switzerland) Sàrl	  	Switzerland	  	The Nielsen Company (Europe) Sarl	 	 	51.00	  	
 	  	 	  	CGA Strategy Limited	 	 	49.00	  	
Media Focus Schweiz Gmbh	  	Switzerland	  	The Nielsen Company (Switzerland) GmbH	 	 	51.00	  	
 	  	 	  	GfK Switzerland AG (third party)	 	 	49.00	  	
NetRatings Switzerland GmbH	  	Switzerland	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Nielsen TV Audience Measurement S.A.	  	Switzerland	  	AGB Nielsen Media Research Holding S.p.A.	 	 	100.00	  	
The Nielsen Company (Europe) Sarl	  	Switzerland	  	VNU International B.V.	 	 	100.00	  	
The Nielsen Company (Switzerland) GmbH	  	Switzerland	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
TNC Management Services GmbH	  	Switzerland	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
Syria Retail Tracking LLC- inactive	  	Syria	  	MEMRB Retail Tracking Services Limited	 	 	75.00	  	
 	  	 	  	Ayman Ammar (individual)	 	 	25.00	  	
AGB Nielsen Media Research (Taiwan) Ltd.	  	Taiwan	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
The Nielsen Company Taiwan Ltd.	  	Taiwan	  	The Nielsen Company (Belgium) SPRL	 	 	100.00	  	
ACNielsen (Tanzania) Ltd.	  	Tanzania	  	ACNielsen Cyprus Limited	 	 	99.00	  	
 	  	 	  	A. C. Nielsen Company, LLC	 	 	1.00	  	
AGB Nielsen Media Research (Thailand) Ltd.	  	Thailand	  	AGB Nielsen Media Research B.V.	 	 	100.00	  	
 	  	 	  	Minority shareholders (seven individuals who each hold 1 share)	 	 	0.00	  	
The Nielsen Company (Thailand) Limited	  	Thailand	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	100.00	  	
 	  	 	  	Several Nielsen employees hold shares in this company	 	 	0.00	  	
AGB-CDI Trinidad and Tobago Limited	  	Trinidad and
Tobago	  	Nielsen IBOPE Dominicana, S.R.L.	 	 	100.00	  	
AMER Tunisia Sarl	  	Tunisia	  	AMER Research Limited	 	 	99.02	  	
 	  	 	  	ACNielsen Cyprus Limited	 	 	0.98	  	
Nielsen Arastirma Hizmetleri Limited Sirket	  	Turkey	  	ACNielsen (Nederland) B.V.	 	 	100.00	  	
Nielsen Audience Measurement Piyasa Arastirma Hizmetleri A.S.	  	Turkey	  	AGB Nielsen Media Research TAM Holding B.V.	 	 	100.00	  	
The Nielsen Company Medya Yayincilik ve Tanitim Hizmetleri Anonim Şirketii	  	Turkey	  	VNU International B.V.	 	 	100.00	  	
ACNielsen Uganda Limited	  	Uganda	  	ACNielsen Cyprus Limited	 	 	99.00	  	
 	  	 	  	ACNielsen Company of Canada	 	 	1.00	  	
ACNielsen Ukraine Limited Liability Company	  	Ukraine	  	ACNielsen Cyprus Limited	 	 	99.99	  	
 	  	 	  	ACNielsen Company of Canada	 	 	0.01	  	
A.C. Nielsen Company Limited	  	United Kingdom	  	ACNielsen Holdings UK Limited	 	 	100.00	  	
ACNielsen Holdings UK Limited	  	United Kingdom	  	Nielsen Holding France SAS	 	 	100.00	  	
Affinnova UK Ltd	 	United Kingdom	 	Affinnova, Inc.	 	 	100.00	 	

 
Company	  	Country	  	Shareholder	 	%	 	
Brandbank Limited	  	United Kingdom	  	A.C. Nielsen Company Limited	 	 	100.00	  	
CGA Nielsen (Global) Limited	  	United Kingdom	  	The Nielsen Company (Europe) Sarl	 	 	51.00	  	
 	 	 	 	CGA Strategy Limited (partially Nielsen owned)	 	 	49.00	 	
I-Label Limited	 	United Kingdom	 	Brandbank Limited	 	 	100.00	 	
NetRatings UK Limited	  	United Kingdom	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
Nielsen Book Services Limited	  	United Kingdom	  	VNU Holdco (UK) Limited	 	 	100.00	  	
Nielsen Media Research Limited	  	United Kingdom	  	ACNielsen Holdings UK Limited	 	 	100.00	  	
VNU Entertainment Media UK Limited	  	United Kingdom	  	VNU Holdco (UK) Limited	 	 	100.00	  	
VNU Holdco (UK) Limited	  	United Kingdom	  	VNU International B.V.	 	 	100.00	  	
White 19 Limited	 	United Kingdom	 	Brandbank Limited	 	 	100.00	 	
A.C. Nielsen (Argentina) S.A.	  	United States/DE	  	A. C. Nielsen Company, LLC	 	 	100.00	  	
A. C. Nielsen Company, LLC	  	United States/DE	  	Nielsen International Holdings, Inc.	 	 	100.00	  	
AC Nielsen Mexico LLC	  	United States/DE	  	ACNielsen Company of Canada	 	 	100.00	  	
ACN Holdings Inc.	  	United States/DE	  	VNU Marketing Information, Inc.	 	 	100.00	  	
ACNielsen Corporation	  	United States/DE	  	ACN Holdings Inc.	 	 	100.00	  	
ACNielsen eRatings.com	  	United States/DE	  	A. C. Nielsen Company, LLC	 	 	100.00	  	
Affinnova, Inc.	 	United States/DE	 	The Nielsen Company (US), LLC	 	 	100.00	 	
Arbitron Holdings Inc.	  	United States/DE	  	Nielsen Audio, Inc.	 	 	100.00	  	
Arbitron International, LLC	  	United States/DE	  	Arbitron Holdings Inc.	 	 	49.00	  	
 	  	 	  	Nielsen Audio, Inc.	 	 	51.00	  	
ART Holding, L.L.C.	  	United States/DE	  	A. C. Nielsen Company, LLC	 	 	100.00	  	
Astro West LLC	  	United States/DE	  	Nielsen Audio, Inc.	 	 	100.00	  	
Athenian Leasing Corporation	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
Cardinal North LLC	  	United States/DE	  	Nielsen Audio, Inc.	 	 	100.00	  	
CZT/ACN Trademarks, L.L.C.	  	United States/DE	  	ACNielsen Corporation	 	 	50.00	  	
 	  	 	  	The Nielsen Company (US), LLC	 	 	50.00	  	
G4 Analytics, Inc.	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
GSBC Ohio Corporation	  	United States/OH	  	Nielsen Consumer Insights, Inc	 	 	100.00	  	
Harris Interactive Asia, LLC	 	United States/DE	 	Wirthlin Worldwide, LLC	 	 	100.00	 	
Harris Interactive International, Inc	 	United States/DE	 	Nielsen Consumer Insights, Inc.	 	 	100.00	 	
Marketing Analytics, Inc.	  	United States/IL	  	The Nielsen Company (US), LLC	 	 	100.00	  	
NC Ventures, LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	50.00	  	
 	  	 	  	Catalina Marketing Corporation (third Party)	 	 	50.00	  	
National Consumer Panel, LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	50.00	  	
 	  	 	  	Information Resources Inc. (third Party)	 	 	50.00	  	
NetRatings, LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
Neurofocus, Inc.	  	United States/
CA	  	TNC (US) Holdings, Inc.	 	 	100.00	  	
Nielsen Audio, Inc.	  	United States/DE	  	ACNielsen Corporation	 	 	68.75	  	
 	  	 	  	Nielsen International Holdings, Inc.	 	 	31.25	  	
Nielsen Consumer Insights, Inc	 	United States/DE	 	The Nielsen Company (US), LLC	 	 	100.00	 	
Nielsen Finance Co.	  	United States/DE	  	Nielsen Finance LLC	 	 	100.00	  	
Nielsen Finance LLC	  	United States/DE	  	ACN Holdings Inc.	 	 	100.00	  	
Nielsen Government and Public Sector, LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
Nielsen Holdings, L.L.C.	  	United States/DE	  	Nielsen Sub Holdings I B.V.	 	 	100.00	  	
Nielsen Innovate NYC, LLC	 	United States/DE	 	TNC (US) Holdings, Inc.	 	 	100.00	 	
Nielsen International Holdings, Inc.	  	United States/DE	  	ACNielsen Corporation	 	 	78.37	  	
 	  	 	  	VNU International B.V.	 	 	21.63	  	
Nielsen Mobile, LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
Nielsen National Research Group, Inc.	  	United States/
CA	  	The Nielsen Company (US), LLC	 	 	100.00	  	
Nielsen Real Estate Management, Inc.	 	United States/NY	 	TNC (US) Holdings, Inc.	 	 	100.00	 	
Nielsen Social, Inc	  	United States/DE	  	Nielsen Social, LLC	 	 	100.00	 	
Nielsen Social, LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	90.00	  	
 	  	 	  	AFOS, LLC (third party)	 	 	10.00	  	
NMR Investing I, Inc.	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
NMR Licensing Associates LP	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	98.31	  	

 
Company	  	Country	  	Shareholder	 	%	 	
 	  	 	  	NMR Investing I, Inc.	 	 	1.69	  	
Panel International SA LLC	  	United States/DE	  	ACNielsen Company of Canada	 	 	100.00	  	
Scarborough Research	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	50.50	  	
 	  	 	  	Nielsen Audio, Inc.	 	 	49.50	  	
The Cambridge Group, Inc.	  	United States/IL	  	The Nielsen Company (US), LLC	 	 	100.00	  	
The Nielsen Company (US), LLC	  	United States/DE	  	ACNielsen Corporation	 	 	100.00	  	
The Perishables Group, Inc.	  	United States/IL	  	The Nielsen Company (US), LLC	 	 	100.00	  	
The Wirthlin Group International, LLC.	 	United States/DE	 	Wirthlin Worldwide, LLC	 	 	100.00	 	
TNC (US) Holdings, Inc.	  	United States/
NY	  	VNU International B.V.	 	 	100.00	  	
TVaura Mobile LLC	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	51.00	  	
 	  	 	  	Digimarc Corporation (third party)	 	 	49.00	  	
Vizu Corporation	  	United States/DE	  	The Nielsen Company (US), LLC	 	 	100.00	  	
VNU Marketing Information, Inc.	  	United States/DE	  	TNC (US) Holdings, Inc.	 	 	95.00	  	
 	  	 	  	The Nielsen Company (US), LLC	 	 	5.00	  	
Wirthlin Worldwide, LLC	 	United States/DE	 	Nielsen Consumer Insights, Inc.	 	 	100.00	 	
AC Nielsen de Venezuela S.A.	  	Venezuela	  	Nielsen Sub Holdings II B.V.	 	 	100.00	  	
AGB Panamericana de Venezuela Medicion	  	Venezuela	  	AGB Netherlands C.V.	 	 	88.08	  	
 	  	 	  	Ibope Latinoamericana S.A. - Montevideo - Uruguay (third party)	 	 	3.00	  	
 	  	 	  	Treasury Shares	 	 	8.92	  	
The Nielsen Company (Vietnam), Ltd.	  	Vietnam	  	The Nielsen Company (Singapore) Holdings Pte. Ltd.	 	 	100.00	  	

 

 
THE NIELSEN COMPANY - INVESTMENTS
 
Company	  	Country	  	Shareholder	  	%	 	
Bahrain Research and Studies Bureau WLL	  	Bahrain	  	MEMRB Retail Tracking Services (Guernsey) Lt.d	  	 	49.00	  	
 	  	 	  	Mr Ansari (third party)	  	 	51.00	  	
IGM S.A.*	  	Brazil	  	AGB Nielsen Media Research B.V.	  	 	1.00	  	
*IGM S.A. has multiple (in) direct subsidiaries and investments worldwide, but mostly in LATAM, not included in this overview.	  	 	  	IBOPE Participacoes S.A. (third party)	  	 	86.07	  	
	  	 	  	TIME S/A (third party)	  	 	8.44	  	
 	  	 	  	Group of minority shareholders, consisting of:Paulo Pinheiro / Marcos S Montenegro / Luiz Antonio Silveira da Mota / Ana Lucia D’imperio Lima / Alberto Vicente Arnaldo	  	 	4.49	  	
IBOPE eRatings.com Latin America	  	Cayman Islands	  	Nielsen IBOPE Online	  	 	92.00	  	
 	  	 	  	International Media Surveys LLC (third party)	  	 	8.00	  	
Beijing CR Nielsen Information Technology
Co. Ltd.	  	China	  	Nielsen Online Hong Kong Limited	  	 	49.00	  	
 	  	 	  	Beijing Zhongqian Wangrun Information Technology Co. Ltd. (third party)	  	 	51.00	  	
Nielsen-CCData Media Research Co. Ltd.	  	China	  	The Nielsen Company (Hong Kong) Limited	  	 	22.50	  	
 	  	 	  	Wasu Digital Television Investment Co., Ltd. (third party)	  	 	27.50	  	
 	  	 	  	INSIGMA Technology Venture Capital Investment co., ltd. (third party)	  	 	20.00	  	
 	  	 	  	Zhejiang Silicon Paradise Haitian Huiyuan Venture Investment Limited Partnership (third party)	  	 	20.00	  	
 	  	 	  	C. Beijing Zhongchuan Dianguang Digital Technology Co. Ltd. (third party)	  	 	10.00	  	
Cesky narodni panel s.r.o..	  	Czech Republic	  	MEDIARESEARCH, a.s.	  	 	25.92	 	
 	  	 	  	STEM/MARK, a.s. (third party)	  	 	37.04	 	
 	 	 	 	NMS Market Research s.r.o. (third party)	 	 	37.04	 	
Quantitative Consulting s.r.o..	  	Czech Republic	 	MEDIARESEARCH, a.s.	 	 	24.66	 	
 	 	 	 	RNDr. Jiri Witzany, Ph.D. (third party)	 	 	 
50.67	 	
 	 	 	 	RNDr. Rostislav Cerny, Ph.D. (third party)	 	 	24.67	 	
Harris Interactive AG..	 	France	 	ITWP Acquisition Limited	 	 	100.00	 	
MediaMetris Netratings SAS..	 	France	 	ACNielsen eRatings.com	 	 	35.00	 	
 	 	 	 	MediaMetrie, S.A. (third party)	 	 	65.00	 	
Harris Interactive AG..	 	Germany	 	ITWP Acquisition Limited	 	 	100.00	 	
Media Services S.A.	  	Greece	  	The Nielsen Company (Greece) S.A.	  	 	30.00	  	
 	  	 	  	Golden Symbol Investments Limited (third party)	  	 	51.00	  	
 	  	 	  	Third party shareholders	  	 	19.00	  	
Gfk Nielsen India Private Limited	  	India	  	Nielsen (India) Private Limited	  	 	49.90	  	
 	  	 	  	Gfk Asia Pte Limited (third party)	  	 	50.10	  	
Adkit (Israel) Ltd.	  	Israel	  	The New Wave Research Ltd.	  	 	31.25	  	
 	  	 	  	H. Lavy (third party)	  	 	0.98	  	
 	  	 	  	H. Lavy Holdings Ltd. (third party)	  	 	36.5
(+1 preferred stock)	 	
 	  	 	  	Ultra Scoop Ltd. (third party)	  	 	31.25	  	

 
Company	  	Country	  	Shareholder	  	%	 	
Adstrix Ltd.	  	Israel	 	Nielsen Innovate Fund, LP	 	 	30.00	 	
 	 	 	 	Oded Nachshon, Guy Amos (third parties)	 	 	70.00	 	
Evolita Ltd.	  	Israel	 	Nielsen Innovate Fund, LP	 	 	35.00	 	
 	 	 	 	Katya Goldstein, Mark Goldstein (third parties)	 	 	65.00	 	
Mobilbuy Ltd.	  	Israel	 	Nielsen Innovate Fund, LP	 	 	27.59	 	
 	 	 	 	Moti Levy, Koby Danon, Yossi Binyamin, Tal Raban (third parties)	 	 	72.41	 	
New Sense Research Ltd.	  	Israel	  	The New Wave Research Ltd.	  	 	60.00	  	
 	  	 	  	Ms. Keren Corali (third party, individual)	  	 	40.00	  	
Revuse Technology Ltd.	  	Israel	  	The New Wave Research Ltd	  	 	60.00	  	
 	  	 	  	Third party shareholders	  	 	40.00	  	
Zollo Social Shopping Ltd. (Israel)	  	Israel	 	Nielsen Innovate Fund, LP	 	 	25.04	 	
 	 	 	 	Avi Heletz Sufrin, Daniel Rejzner, Alex Leizerowich, Golan Laz (third parties)	 	 	74.96	 	
AGB Stat IPSOS sal	  	Lebanon	  	AGB Nielsen Media Research TAM Holding B.V.	  	 	40.00	  	
 	  	 	  	Ipsos SA (third party)	  	 	30.00	  	
 	  	 	  	STAT SAL (third party)	  	 	30.00	  	
IBOPE eRatings.com Mexico	  	Mexico	  	IBOPE eRatings.com Latin America	  	 	100.00	  	
TNS AGB International S.R.L. (Dormant)	  	Romania	  	AGB Nielsen Media Research TAM Holding B.V.	  	 	29.40	  	
 	  	 	  	Taylor Nelson Sofres B.V. (third party)	  	 	51.00	  	
 	  	 	  	IMAS SA (third party)	  	 	19.60	  	
2muse mediaresearch, s.r.o.	  	Slovakia	 	MEDIARESEARCH, a.s.	 	 	51.00	 	
 	 	 	 	2muse s.r.o. (third party)	 	 	49.00	 	
Bibliographic Data Services Limited	  	United Kingdom	  	Nielsen Book Services Limited	  	 	40.00	  	
 	  	 	  	Dumfries & Galloway Enterprise (third party)	  	 	20.00	  	
 	  	 	  	Lesley Whyte (third party)	  	 	20.00	  	
 	  	 	  	Eric Green (third party)	  	 	20.00	  	
CGA Strategy Limited	  	United Kingdom	  	A.C. Nielsen Company Limited	  	 	20.3	  	
 	  	 	  	Licentia Holdings LLP (third party)	  	 	60.90	  	
 	  	 	  	Martin Curren (third party)	  	 	6.62	  	
 	  	 	  	Jonathan Collins (third party)	  	 	12.18	  	
Harris Interactive UK Limited	  	United Kingdom	  	Romtec UK Limited	  	 	100.00	 	
HI UK Holdings Limited	  	United Kingdom	  	Wirthlin UK Limited	  	 	100.00	  	
ITWP Acquisitions Limited	  	United Kingdom	  	Harris Interactive International, Linc	  	 	10.00	  	
 	 	 	 	Third party shareholders	 	 	90.00	 	
Romtec UK Limited	  	United Kingdom	  	HI UK Holdings Limited	  	 	100.00	  	
Teligen UK Limited	  	United Kingdom	  	Romtec UK Limited	  	 	100.00	  	
Toluna Group Limited.* has multiple (in)direct subsidiaries and investments worldwide. not included in this list.	  	United Kingdom	  	ITWP Acquisitions Limited	  	 	100.00	  	
Wirthlin Europe Limited	  	United Kingdom	  	Harris Interactive UK Limited	  	 	100.00	  	
Wirthlin UK Limited	  	United Kingdom	  	ITWP Acquisitions Limited	  	 	100.00	  	
Carrier IQ, Inc.	  	United States	  	The Nielsen Company (US), LLC	  	 	<4	  	
comScore, Inc.* has multiple (in)direct subsidiaries and investments worldwide. not included in this list.	  	United States/DE	  	The Nielsen Company (US), LLC	  	 	Approx. 2.73%
(company is public and stock listed)	  	
JEGI Internet Economy Partners, L.P.	  	United States	  	VNU International B.V.	  	 	6.62	  	
Media Behavior Institute	  	United States	  	The Nielsen Company (US), LLC	  	 	25.00	  	
 	  	 	  	GfK Mediamark Research & Intelligence, LLC (third party)	  	 	25.00	  	
 	  	 	  	Sequent Partners, LLC (third party)	  	 	40.16	  	

 
Company	  	Country	  	Shareholder	  	%	 	
 	  	 	  	William Moult (third party)	  	 	9.85	  	
Percipient Inc.	  	United States	  	ACNielsen Corporation	  	 	6.40	  	
TVaura LLC	  	United States	  	The Nielsen Company (US), LLC	  	 	49.00	  	
 	  	 	  	Digimarc Corporation (third Party)	  	 	51.00	  	

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1)	Registration Statement (Form S-8 No. 333-172256) pertaining to the 2006 Stock Acquisition and Option Plan for Key Employees of Nielsen Holdings and its Subsidiaries and Nielsen Holdings 2010 Stock Incentive Plan,	
(2)	Registration Statement (Form S-8 No. 333-176940) pertaining to the The Nielsen Company 401(k) Savings Plan and The Nielsen Company Savings Plan,	
(3)	Registration Statement (Form S-8 No. 333-188601) pertaining to the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan ,	
(4)	Registration Statement (Form S-8 No. 333-191458) pertaining to the Arbitron Inc. 2008 Equity Compensation Plan , and	
(5)	Registration Statement (Form S-3 No. 333-180192) of Nielsen Holdings N.V.;	
of our reports dated February 20, 2015, with respect to the consolidated financial statements and schedules of Nielsen N.V. and the effectiveness of internal control over financial reporting of Nielsen N.V. included in this Annual Report (Form 10-K) of Nielsen N.V. for the year ended December 31, 2014.
 
/s/  Ernst & Young LLP	
 	
New York, New York	
February 20, 2015	

Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Dwight M. Barns, certify that:
1.	I have reviewed this annual report on Form 10-K of Nielsen N.V.;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange act rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: February 20, 2015
 
/s/  Dwight M. Barns	
Dwight M. Barns	
Chief Executive Officer	

Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Jamere Jackson, certify that:
1.	I have reviewed this annual report on Form 10-K of Nielsen N.V.;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange act rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: February 20, 2015
 
/s/  Jamere Jackson  	
Jamere Jackson	
Chief Financial Officer	

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Nielsen N.V. (the “Company”) on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dwight M. Barns, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)	The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and	
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be part of the Report or filed for any purpose whatsoever.
 
/s/ Dwight M. Barns	
Dwight M. Barns	
Chief Executive Officer	
February 20, 2015	

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Nielsen N.V. (the “Company”) on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jamere Jackson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)	The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and	
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be part of the Report or filed for any purpose whatsoever.
 
/s/  Jamere Jackson	
Jamere Jackson	
Chief Financial Officer	
February 20, 2015