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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q





(Mark One)

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

For the quarterly period ended March 31, 2010

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 333-142546-29





The Nielsen Company B.V.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|The Netherlands                                                |  | 98-0366864                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer
Identification No.)



|                                                     |  |                                                                
|---------------------------------------------------- |  | ---------------------------------------------------------------
|770 Broadway
New York, New York 10003
(646) 654-5000 |  | Diemerhof 2
1112 XL Diemen
The Netherlands
+31 (0) 20 398 87 77

(Address of principal executive offices) (Zip Code) (Registrants telephone numbers including area code)





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

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   ̈    No   ̈

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



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

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

There were 258,463,857 shares of the registrants Common Stock outstanding as of April 29, 2010









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Table of Contents

Contents



|         |  |                                                                                       |  |     
|-------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                       |  | PAGE
|         |  |                                                                                      
|PART I.  |  | FINANCIAL INFORMATION                                                                 |  | 3   
|         |  |                                                                                      
|Item 1.  |  | Condensed Consolidated Financial Statements                                           |  | 3   
|         |  |                                                                                      
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 23  
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 36  
|         |  |                                                                                      
|Item 4.  |  | Controls and Procedures                                                               |  | 37  
|         |  |                                                                                      
|PART II. |  | OTHER INFORMATION                                                                     |  | 37  
|         |  |                                                                                      
|Item 1.  |  | Legal Proceedings                                                                     |  | 37  
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  | 37  
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 37  
|         |  |                                                                                      
|Item 3.  |  | Defaults Upon Senior Securities                                                       |  | 37  
|         |  |                                                                                      
|Item 4.  |  | (Removed and Reserved)                                                                |  | 37  
|         |  |                                                                                      
|Item 5.  |  | Other Information                                                                     |  | 37  
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  | 38  
|         |  |                                                                                      
|         |  | Signatures                                                                            |  | 39  



2



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PART I. FINANCIAL INFORMATION



|Item 1. | Condensed Consolidated Financial Statements
|------- | -------------------------------------------

The Nielsen Company B.V.

Condensed
Consolidated Statements of Operations (Unaudited)



|                                                                                                                |  |                              |       |   |      |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                |  | Three Months EndedMarch 
31, |      
|(IN MILLIONS)                                                                                                   |  | 2010                         |       |   | 2009 |  
|Revenues                                                                                                        |  | $                            | 1,196 |   |      | $ | 1,102 |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                              | 520   |   |      |   | 479   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                              | 400   |   |      |   | 376   |  
|Depreciation and amortization                                                                                   |  |                              | 141   |   |      |   | 130   |  
|Restructuring costs                                                                                             |  |                              | 3     |   |      |   | 5     |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Operating income                                                                                                |  |                              | 132   |   |      |   | 112   |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Interest income                                                                                                 |  |                              | 1     |   |      |   | 2     |  
|Interest expense                                                                                                |  |                              | (162  | ) |      |   | (161  | )
|Loss on derivative instruments                                                                                  |  |                              | (10   | ) |      |   | (22   | )
|Foreign currency exchange transaction gains, net                                                                |  |                              | 78    |   |      |   | 77    |  
|Other income/(expense), net                                                                                     |  |                              | 9     |   |      |   | (2    | )
|                                                                                                                |  |                              |       |   |      |   |       |  
|Income from continuing operations before income taxes and equity in net (loss)/income of affiliates             |  |                              | 48    |   |      |   | 6     |  
|Benefit for income taxes                                                                                        |  |                              | 1     |   |      |   |      |  
|Equity in net (loss)/income of affiliates                                                                       |  |                              | (2    | ) |      |   | 3     |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Income from continuing operations                                                                               |  |                              | 47    |   |      |   | 9     |  
|Loss from discontinued operations, net of tax                                                                   |  |                              | (5    | ) |      |   | (4    | )
|                                                                                                                |  |                              |       |   |      |   |       |  
|Net income                                                                                                      |  |                              | 42    |   |      |   | 5     |  
|Less: net income attributable to noncontrolling interests                                                       |  |                              | 1     |   |      |   | 1     |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Net income attributable to The Nielsen Company B.V.                                                             |  | $                            | 41    |   |      | $ | 4     |  
|                                                                                                                |  |                              |       |   |      |   |       |  

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



3



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The Nielsen Company B.V.

Condensed Consolidated Balance Sheets



|                                                                                                                                              |  |               |        |   |                  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)                                                                                                |  | March 31,2010 |        |   | December 31,2009 |  
|                                                                                                                                              |  | (Unaudited)   |        |   |                  |  
|Assets:                                                                                                                                       |  |               |        |   |                  |   |        |  
|Current assets                                                                                                                                |  |               |        |   |                  |   |        |  
|Cash and cash equivalents                                                                                                                     |  | $             | 408    |   |                  | $ | 511    |  
|Trade and other receivables, net of allowances for doubtful accounts and sales returns of $31 as of both March 31, 2010 and
December 31, 2009 |  |               | 893    |   |                  |   | 936    |  
|Prepaid expenses and other current assets                                                                                                     |  |               | 213    |   |                  |   | 195    |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total current assets                                                                                                                          |  |               | 1,514  |   |                  |   | 1,642  |  
|Non-current assets                                                                                                                            |  |               |        |   |                  |   |        |  
|Property, plant and equipment, net                                                                                                            |  |               | 569    |   |                  |   | 593    |  
|Goodwill                                                                                                                                      |  |               | 7,033  |   |                  |   | 7,056  |  
|Other intangible assets, net                                                                                                                  |  |               | 4,687  |   |                  |   | 4,757  |  
|Deferred tax assets                                                                                                                           |  |               | 78     |   |                  |   | 48     |  
|Other non-current assets                                                                                                                      |  |               | 451    |   |                  |   | 493    |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total assets                                                                                                                                  |  | $             | 14,332 |   |                  | $ | 14,589 |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Liabilities and equity:                                                                                                                       |  |               |        |   |                  |   |        |  
|Current liabilities                                                                                                                           |  |               |        |   |                  |   |        |  
|Accounts payable and other current liabilities                                                                                                |  | $             | 843    |   |                  | $ | 999    |  
|Deferred revenues                                                                                                                             |  |               | 435    |   |                  |   | 435    |  
|Income tax liabilities                                                                                                                        |  |               | 84     |   |                  |   | 82     |  
|Current portion of long-term debt, capital lease obligations and short-term borrowings                                                        |  |               | 103    |   |                  |   | 110    |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total current liabilities                                                                                                                     |  |               | 1,465  |   |                  |   | 1,626  |  
|Non-current liabilities                                                                                                                       |  |               |        |   |                  |   |        |  
|Long-term debt and capital lease obligations                                                                                                  |  |               | 8,470  |   |                  |   | 8,548  |  
|Deferred tax liabilities                                                                                                                      |  |               | 1,072  |   |                  |   | 1,065  |  
|Other non-current liabilities                                                                                                                 |  |               | 519    |   |                  |   | 551    |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total liabilities                                                                                                                             |  |               | 11,526 |   |                  |   | 11,790 |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Commitments and contingencies (Note 12)                                                                                                       |  |               |        |   |                  |   |        |  
|Equity:                                                                                                                                       |  |               |        |   |                  |   |        |  
|Shareholders equity                                                                                                                          |  |               |        |   |                  |   |        |  
|7% preferred stock, 8.00 par value, 150,000 shares authorized, issued and outstanding                                                        |  |               | 1      |   |                  |   | 1      |  
|Common stock, 0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at March 31, 2010 and
December 31, 2009            |  |               | 58     |   |                  |   | 58     |  
|Additional paid-in capital                                                                                                                    |  |               | 4,364  |   |                  |   | 4,353  |  
|Accumulated deficit                                                                                                                           |  |               | (1,544 | ) |                  |   | (1,585 | )
|Accumulated other comprehensive loss, net of income taxes                                                                                     |  |               | (83    | ) |                  |   | (42    | )
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total shareholders equity                                                                                                                    |  |               | 2,796  |   |                  |   | 2,785  |  
|Noncontrolling interests                                                                                                                      |  |               | 10     |   |                  |   | 14     |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total equity                                                                                                                                  |  |               | 2,806  |   |                  |   | 2,799  |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  
|Total liabilities and equity                                                                                                                  |  | $             | 14,332 |   |                  | $ | 14,589 |  
|                                                                                                                                              |  |               |        |   |                  |   |        |  

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



4



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The Nielsen Company B.V.

Condensed Consolidated Statements of Cash Flows (Unaudited)



|                                                                                                |  |                             |      |   |      |   |      |  
|----------------------------------------------------------------------------------------------- |  | --------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                                |  | Three Months EndedMarch 31, |     
|(IN MILLIONS)                                                                                   |  | 2010                        |      |   | 2009 |  
|Operating Activities                                                                            |  |                             |      |   |      |   |      |  
|Net income                                                                                      |  | $                           | 42   |   |      | $ | 5    |  
|Adjustments to reconcile net income to net cash used in operating activities:                   |  |                             |      |   |      |   |      |  
|Share-based payments expense                                                                    |  |                             | 5    |   |      |   | 4    |  
|Loss on sale of discontinued operations, net of tax                                             |  |                             | 3    |   |      |   |     |  
|Currency exchange rate differences on financial transactions and other (gains)/losses           |  |                             | (87  | ) |      |   | (74  | )
|Loss on derivative instruments                                                                  |  |                             | 10   |   |      |   | 22   |  
|Equity in net loss/(income) from affiliates, net of dividends received                          |  |                             | 5    |   |      |   | 1    |  
|Depreciation and amortization                                                                   |  |                             | 141  |   |      |   | 132  |  
|Changes in operating assets and liabilities, net of effect of businesses acquired and divested: |  |                             |      |   |      |   |      |  
|Trade and other receivables, net                                                                |  |                             | 25   |   |      |   | 40   |  
|Prepaid expenses and other current assets                                                       |  |                             | (11  | ) |      |   | (33  | )
|Accounts payable and other current liabilities and deferred revenues                            |  |                             | (137 | ) |      |   | (121 | )
|Other non-current liabilities                                                                   |  |                             | (8   | ) |      |   | (2   | )
|Interest payable                                                                                |  |                             | 14   |   |      |   | 20   |  
|Income taxes                                                                                    |  |                             | (30  | ) |      |   | (30  | )
|                                                                                                |  |                             |      |   |      |   |      |  
|Net cash used in operating activities                                                           |  |                             | (28  | ) |      |   | (36  | )
|                                                                                                |  |                             |      |   |      |   |      |  
|Investing Activities                                                                            |  |                             |      |   |      |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired                                |  |                             | (14  | ) |      |   | (31  | )
|Proceeds from sale of subsidiaries and affiliates, net                                          |  |                             | 29   |   |      |   |     |  
|Additions to property, plant and equipment and other assets                                     |  |                             | (26  | ) |      |   | (29  | )
|Additions to intangible assets                                                                  |  |                             | (27  | ) |      |   | (35  | )
|Other investing activities                                                                      |  |                             | 6    |   |      |   | 7    |  
|                                                                                                |  |                             |      |   |      |   |      |  
|Net cash used in investing activities                                                           |  |                             | (32  | ) |      |   | (88  | )
|                                                                                                |  |                             |      |   |      |   |      |  
|Financing Activities                                                                            |  |                             |      |   |      |   |      |  
|Proceeds from issuances of debt, net of issuance costs                                          |  |                             |     |   |      |   | 291  |  
|Repayment of debt                                                                               |  |                             | (28  | ) |      |   | (161 | )
|(Decrease)/increase in other short-term borrowings                                              |  |                             | (3   | ) |      |   | 9    |  
|Stock activity of subsidiaries, settlement of derivatives and other financing activities        |  |                             | (1   | ) |      |   | (56  | )
|                                                                                                |  |                             |      |   |      |   |      |  
|Net cash (used in)/provided by financing activities                                             |  |                             | (32  | ) |      |   | 83   |  
|                                                                                                |  |                             |      |   |      |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents                                    |  |                             | (11  | ) |      |   | (15  | )
|                                                                                                |  |                             |      |   |      |   |      |  
|Net decrease in cash and cash equivalents                                                       |  |                             | (103 | ) |      |   | (56  | )
|Cash and cash equivalents at beginning of period                                                |  |                             | 511  |   |      |   | 466  |  
|                                                                                                |  |                             |      |   |      |   |      |  
|Cash and cash equivalents at end of period                                                      |  | $                           | 408  |   |      | $ | 410  |  
|                                                                                                |  |                             |      |   |      |   |      |  
|Supplemental Cash Flow Information                                                              |  |                             |      |   |      |   |      |  
|Cash paid for income taxes                                                                      |  | $                           | 27   |   |      | $ | 28   |  
|Cash paid for interest, net of amounts capitalized                                              |  | $                           | 147  |   |      | $ | 143  |  

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



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)

1. Background and Basis of Presentation

Background

The Nielsen Company
(Nielsen or the Company) is a leading global information and measurement company that provides clients with a thorough understanding of consumers and consumer behavior. Drawing from an extensive and long-standing foundation
of consumer measurement, the Company delivers critical media and marketing information, analytics and industry expertise about what consumers watch (consumer interaction with media) and what consumers buy on a global and local basis to its clients.
The information and insights provided to clients are designed to help them maintain and strengthen their market positions and identify opportunities for profitable growth. The Company has a presence in approximately 100 countries and holds leading
market positions in many of its businesses and locations with its headquarters located in Diemen, the Netherlands and New York, USA.

The
Companys business structure is aligned into three segments: What Consumers Watch (media audience measurement and analytics) (Watch), What Consumers Buy (consumer purchasing measurement and analytics) (Buy) and
Expositions. The Watch and Buy segments, which generate substantially all of total revenue, 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.

Nielsen is owned and controlled by a group of investment funds associated with AlpInvest Partners, The Blackstone Group,
The Carlyle Group, Centerview Partners, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (the Sponsors).

Basis of Presentation

The
accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Companys
financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) applicable to interim periods. For a more complete discussion
of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009. All
amounts are presented in U.S. Dollars ($), except for share data or where expressly stated as being in other currencies, e.g., Euros (). The condensed consolidated financial statements include the accounts of Nielsen
and all subsidiaries and other controlled entities. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. The Companys condensed consolidated balance sheets and condensed
consolidated statements of cash flows do not reflect the presentation of the December 2009 exit of its Publications operating segment as a discontinued operation. Supplemental cash flows from discontinued operations are not material for either
period presented in these condensed consolidated financial statements. Refer to Note 4 to the condensed consolidated financial statements  Business Divestitures for additional information regarding discontinued operations.

2. Summary of Recent Accounting Pronouncements

Consolidation

In
January 2010, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Update No. 2010-02 Consolidation Topic 810  Accounting and Reporting for Decreases in Ownership of a Subsidiary
 a Scope Clarification, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to: (1) a
subsidiary or group of assets that is a business; (2) a subsidiary that is a business that is transferred to an equity method investee or joint venture and (3) an exchange of a group of assets that constitutes a business for a
noncontrolling interest in an entity (including an equity method investee or joint venture). If a decrease in ownership occurs in a subsidiary that is not a business, an entity first needs to consider whether the substance of the transaction causing
the decrease in ownership is addressed in other U.S. GAAP. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10. This guidance is effective for Nielsen retroactive to January 1, 2009, however, the guidance did not
have an impact on previously issued consolidated financial statements and did not have a material impact on the Companys condensed consolidated financial statements as of March 31, 2010 or for the three months then ended.

In June 2009, the FASB issued an update to ASC 810  Consolidation. The update amends the consolidation guidance applicable to variable interest
entities (VIE) and changes how a reporting entity evaluates whether an entity is considered the primary beneficiary of a VIE and is therefore required to consolidate such VIE. ASC 810 will also require assessments at each reporting
period of which party within the VIE is considered the primary beneficiary and will require a number of new disclosures related to VIE. ASC 810 is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance,
effective January 1, 2010, did not have a material impact on the Companys condensed consolidated financial statements as of March 31, 2010 or for the three months then ended.



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Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements,amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and
annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15,
2010. The Company does not currently have fair value measurements within the Level 3 category and therefore the adoption did not have a material impact on the Companys condensed consolidated financial statements as of March 31, 2010 or
for the three months then ended.

Revenue Recognition

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangementsamending ASC 605. ASU
2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. ASU 2009-13 eliminates the residual method of revenue allocation and requires
revenue to be allocated using the relative selling price method. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently
evaluating the impact of ASU 2009-13, but does not expect its adoption to have a material impact on the Companys condensed consolidated financial statements.

3. Acquisitions and Investments in Affiliates

For the three months ended March 31, 2010, Nielsen paid cash consideration of $14 million associated with both current period and previously executed
acquisitions, net of cash acquired. In conjunction with these acquisitions, Nielsen recorded deferred consideration of $19 million, which is payable through 2013. Had the current period acquisitions occurred as of January 1, 2010, the impact on
Nielsens consolidated results of operations would not have been material.

For the three months ended March 31, 2009, Nielsen paid
cash consideration of $31 million associated with both current period and previously executed acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions, Nielsen recorded deferred consideration of $29
million, of which $22 million was attributable to a March 2009 acquisition, which in March 2010, was agreed to be settled by a cash payment of $11 million in April 2010 and the issuance of $11 million in equity. Had the current period acquisitions
occurred as of January 1, 2009, the impact on Nielsens consolidated results of operations would not have been material.

4.
Business Divestitures

During the three months ended March 31, 2010, Nielsen received net cash proceeds of $29 million associated with
business divestitures, including the sale of its box-office tracking business as well as the remaining properties within the Publications operating segment discussed further below.

Discontinued Operations

Nielsen Publications

In December 2009
Nielsen substantially completed the planned exit of its Publications operating segment through the sale of its media properties, including The Hollywood Reporter and Billboard, to e5 Global Media LLC. The condensed consolidated statements of
operations reflect the Publications operating segment as a discontinued operation. During the three months ended March 31, 2010, Nielsen completed the exit of the remaining properties and recorded a net loss on sale of $3 million associated
with these divestitures.

Summarized results of operations for discontinued operations are as follows:



|                                           |  |                              |    |   |      |   |    |  
|------------------------------------------ |  | ---------------------------- | -- | - | ---- | - | -- | -
|                                           |  | Three Months EndedMarch 
31, |   
|(IN MILLIONS)                              |  | 2010                         |    |   | 2009 |  
|Revenues                                   |  | $                            | 7  |   |      | $ | 31 |  
|Operating loss                             |  |                              | (4 | ) |      |   | (3 | )
|Loss from operations before income taxes   |  |                              | (4 | ) |      |   | (6 | )
|Benefit/(provision) for income taxes       |  |                              | 2  |   |      |   | 2  |  
|                                           |  |                              |    |   |      |   |    |  
|Loss from operations                       |  |                              | (2 | ) |      |   | (4 | )
|(Loss)/gain on sale, net of tax            |  |                              | (3 | ) |      |   |   |  
|                                           |  |                              |    |   |      |   |    |  
|(Loss)/income from discontinued operations |  | $                            | (5 | ) |      | $ | (4 | )
|                                           |  |                              |    |   |      |   |    |  



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Nielsen allocated interest to discontinued operations based upon interest expense on debt that was assumed
by the acquirers of Nielsens discontinued operations and a portion of the consolidated interest expense of Nielsen, based on the ratio of net assets sold as a proportion of consolidated net assets. No interest expense was allocated to
discontinued operations for the three months ended March 31, 2010. For the three months ended 2009 interest expense of $2 million was allocated to discontinued operations.

5. Goodwill and Other Intangible Assets

Goodwill

The table below
summarizes the changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2010.



|                                                          |  |       |       |   |     |   |       |             |  |   |       |   |  |   |       |  
|--------------------------------------------------------- |  | ----- | ----- | - | --- | - | ----- | ----------- |  | - | ----- | - |  | - | ----- | -
|(IN MILLIONS)                                             |  | Watch |       |   | Buy |   |       | Expositions |  |   | Total |  
|Balance, December 31, 2009                                |  | $     | 3,434 |   |     | $ | 3,066 |             |  | $ | 556   |   |  | $ | 7,056 |  
|Acquisitions, divestitures and purchase price adjustments |  |       | 8     |   |     |   | 2     |             |  |   | (3    | ) |  |   | 7     |  
|Effect of foreign currency translation                    |  |       | (9    | ) |     |   | (21   | )           |  |   |      |   |  |   | (30   | )
|                                                          |  |       |       |   |     |   |       |             |  |   |       |   |  |   |       |  
|Balance, March 31, 2010                                   |  | $     | 3,433 |   |     | $ | 3,047 |             |  | $ | 553   |   |  | $ | 7,033 |  
|                                                          |  |       |       |   |     |   |       |             |  |   |       |   |  |   |       |  

At March 31, 2010, $232 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets



|                              |               |               |                  |                          |               |       |  |                  |        |   |  |   |      |  
|----------------------------- | ------------- | ------------- | ---------------- | ------------------------ | ------------- | ----- |  | ---------------- | ------ | - |  | - | ---- | -
|(IN MILLIONS)                 |               | Gross Amounts |                  | Accumulated Amortization |              
|                              | March 31,2010 |               | December 31,2009 |                          | March 31,2010 |       |  | December 31,2009 |       
|Indefinite-lived intangibles: |               |               |                  |                          |               |       |  |                  |        |   |  |   |      |  
|Trade names and trademarks    |               | $             | 1,939            |                          | $             | 1,949 |  | $                |       |   |  | $ |     |  
|                              |               |               |                  |                          |               |       |  |                  |        |   |  |   |      |  
|Amortized intangibles:        |               |               |                  |                          |               |       |  |                  |        |   |  |   |      |  
|Trade names and trademarks    |               | $             | 104              |                          | $             | 112   |  | $                | (24    | ) |  | $ | (22  | )
|Customer-related intangibles  |               |               | 2,755            |                          |               | 2,747 |  |                  | (514   | ) |  |   | (480 | )
|Covenants-not-to-compete      |               |               | 22               |                          |               | 21    |  |                  | (16    | ) |  |   | (15  | )
|Computer software             |               |               | 836              |                          |               | 826   |  |                  | (453   | ) |  |   | (421 | )
|Patents and other             |               |               | 63               |                          |               | 63    |  |                  | (25    | ) |  |   | (23  | )
|                              |               |               |                  |                          |               |       |  |                  |        |   |  |   |      |  
|Total                         |               | $             | 3,780            |                          | $             | 3,769 |  | $                | (1,032 | ) |  | $ | (961 | )
|                              |               |               |                  |                          |               |       |  |                  |        |   |  |   |      |  

The amortization expense for the three months ended March 31, 2010 and 2009 was $85 million and $78 million,
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.

6.
Restructuring Activities

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



|                                                                        |  |                          |     |   |                              |   |    |       |  |   |     |  
|----------------------------------------------------------------------- |  | ------------------------ | --- | - | ---------------------------- | - | -- | ----- |  | - | --- | -
|(IN MILLIONS)                                                           |  | TransformationInitiative |     |   | OtherProductivityInitiatives |   |    | Total | 
|Balance at December 31, 2009                                            |  | $                        | 46  |   |                              | $ | 29 |       |  | $ | 75  |  
|Charges                                                                 |  |                          |    |   |                              |   | 3  |       |  |   | 3   |  
|Payments                                                                |  |                          | (16 | ) |                              |   | (3 | )     |  |   | (19 | )
|Effect of foreign currency translation and reclassification adjustments |  |                          | 1   |   |                              |   | (1 | )     |  |   |    |  
|                                                                        |  |                          |     |   |                              |   |    |       |  |   |     |  
|Balance at March 31, 2010                                               |  | $                        | 31  |   |                              | $ | 28 |       |  | $ | 59  |  
|                                                                        |  |                          |     |   |                              |   |    |       |  |   |     |  



8



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Transformation Initiative

During 2009 the Company continued to execute cost-reduction programs under this initiative through the streamlining and centralization of corporate,
operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding, outsourcing or off shoring certain other operational and production processes. The Transformation Initiative has been
completed, but payments will continue through 2010.

Nielsen recorded $5 million in restructuring charges, primarily relating to severance
costs, for the three months ended March 31, 2009.

Other Productivity Initiatives

In December 2009, Nielsen commenced certain specific restructuring actions attributable to defined cost-reduction programs directed towards achieving
increased productivity in future periods primarily through targeted employee terminations. The Company recorded $3 million in primarily severance related restructuring charges associated with these initiatives during the three months ended
March 31, 2010.

Of the $59 million in remaining liabilities for restructuring actions, $50 million is expected to be paid within one
year and is classified as a current liability within the consolidated financial statements as of March 31, 2010.

7. Fair Value of
Financial Instruments

The applicable FASB Codification guidance (ASC 820-10) defines fair value as the price that would be received from
selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would
transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

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



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

Financial Assets and Liabilities Measured on a Recurring Basis

The Companys financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method
investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Companys assessment of the significance of a
particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following table summarizes the valuation of the
Companys material financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2010:



|                                         |  |               |     |           |   |           |  |           |     |  |   |  
|---------------------------------------- |  | ------------- | --- | --------- | - | --------- |  | --------- | --- |  | - | -
|(IN MILLIONS)                            |  | March 31,2010 |     | (Level 1) |   | (Level 2) |  | (Level 3)
|Assets:                                  |  |               |     |           |   |           |  |           |     |  |   |  
|Investments in mutual funds(1)           |  | $             | 2   |           | $ | 2         |  | $         |    |  | $ | 
|Plan assets for deferred
compensation(2) |  |               | 17  |           |   | 17        |  |           |    |  |   | 
|                                         |  |               |     |           |   |           |  |           |     |  |   |  
|Total                                    |  | $             | 19  |           | $ | 19        |  | $         |    |  | $ | 
|                                         |  |               |     |           |   |           |  |           |     |  |   |  
|Liabilities:                             |  |               |     |           |   |           |  |           |     |  |   |  
|Interest rate swap
arrangements(3)       |  | $             | 106 |           |   |          |  | $         | 106 |  | $ | 
|Deferred compensation
liabilities(4)     |  |               | 17  |           |   | 17        |  |           |    |  |   | 
|                                         |  |               |     |           |   |           |  |           |     |  |   |  
|Total                                    |  | $             | 123 |           | $ | 17        |  | $         | 106 |  | $ | 
|                                         |  |               |     |           |   |           |  |           |     |  |   |  



9



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##### Table of Contents



|(1) | Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans.
|--- | ---------------------------------------------------------------------------------------------------------------------------



|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Interest rate swap arrangements are recorded at fair value based on externally-developed valuation models that use readily observable market parameters
and the consideration of counterparty risk.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participants deferrals are invested in a
variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by
the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Derivative Financial Instruments

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

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

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 8 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 March 31, 2010,
Nielsen had no 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. These interest rate swaps have various maturity dates through March 2013. 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.

On March 9, 2010,
Nielsen entered into a three-year interest swap to fix the LIBOR-related portion of interest rates for $250 million of the Companys variable-rate debt at 1.69%. This swap replaced the $500 million notional amount interest rate swap that
matured on February 9, 2010. This derivative instrument has been designated as an interest rate cash flow hedge.

In February 2009,
Nielsen entered into two three-year forward interest rate swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of the Companys variable-rate debt at an
average rate of 2.47%. The commencement date of the interest rate swaps coincided with the $1 billion notional amount interest rate swap that matured on November 9, 2009. These derivative instruments have been designated as interest rate cash
flow hedges.



10



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In February 2009, Nielsen modified the reset interest rate underlying its senior secured term loan and, as a
result, the related floating-to-fixed interest rate swap derivative financial instruments became ineffective. Cumulative losses deferred as a component of accumulated other comprehensive loss will be recognized in interest expense over the remaining
term of the senior secured term loan being hedged. Beginning in February 2009, Nielsen began recording all changes in fair value of the floating-to-fixed interest rate swaps currently in earnings as a component of loss on derivative instruments.

Nielsen expects to recognize approximately $55 million of pre-tax losses from accumulated other comprehensive loss to interest expense in the
next 12 months associated with its interest-related derivative financial instruments, which includes the aforementioned modification.

As of
March 31, 2010, 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          |  | $               | 500,000,000   |               | November 2012 |          | US Dollar
|US Dollar term loan floating-to-fixed rate swaps          |  | $               | 250,000,000   |               | March 2013    |          | US Dollar
|Interest rate swaps not designated as hedging instruments |  |                 |               |               |               |          |          
|US Dollar term loan floating-to-fixed rate swaps          |  | $               | 1,000,000,000 |               | November 2010 |          | US Dollar
|US Dollar term loan floating-to-fixed rate swaps          |  | $               | 800,000,000   |               | November 2011 |          | 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.

Nielsen held a foreign currency swap, which had been
designated as a foreign currency cash flow hedge, maturing in May 2010 to hedge its exposure to foreign currency exchange rate movements on its GBP 250 million outstanding 5.625% EMTN debenture notes. In March 2009 the Company purchased and
cancelled approximately GBP 101 million of the total GBP 250 million outstanding 5.625% EMTN debenture notes through a tender offer and unwound a portion of the existing swap. Subsequent to the March 2009 tender offer, a notional amount of
GBP 149 million with a fixed interest rate of 5.625% had been swapped to a notional amount of 227 million with a fixed interest rate of 4.033%. The swap was fully terminated in June 2009 in conjunction with the Companys
completion of a tender offer for these remaining outstanding debenture notes (see Note 8 Long-term Debt and Other Financing Arrangements for more information).

In March 2009, Nielsen terminated a foreign currency swap, which converted a portion of its Euro-denominated external debt to
U.S. Dollar-denominated debt and had an original maturity in February 2010. Nielsen received a cash settlement of approximately $2 million associated with this termination.

The Company terminated all existing foreign currency exchange forward contracts during the first quarter of 2009. Since no hedge designation was made for
these currency exchange contracts, Nielsen recorded a net loss of $5 million for the three months ended March 31, 2009.

Fair Values
of Derivative Instruments in the Condensed Consolidated Balance Sheets

The fair values of our derivative instruments as of March 31,
2010 and December 31, 2009 were as follows:



|                                                                       |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   
|---------------------------------------------------------------------- |  | ------------------------------------------ | -- | --------------------------- | - | ------------------------------------------ |  | --------------------------- | -- |  | - | --
|                                                                       |  | March 31, 2010                             |    | December 31, 2009          
|(IN MILLIONS)                                                          |  | AccountsPayable andOtherCurrentLiabilities |    | OtherNon-CurrentLiabilities |   | AccountsPayable andOtherCurrentLiabilities |  | OtherNon-CurrentLiabilities
|Derivatives designated as hedging instruments under SFAS 133           |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   
|Interest Rate Swaps                                                    |  | $                                          |   |                             | $ | 14                                         |  | $                           |   |  | $ | 9 
|                                                                       |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   
|Total derivatives designated as hedging instruments under SFAS 133     |  | $                                          |   |                             | $ | 14                                         |  | $                           |   |  | $ | 9 
|                                                                       |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   
|Derivatives not designated as hedging instruments under SFAS 133       |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   
|Interest Rate Swaps                                                    |  | $                                          | 35 |                             | $ | 57                                         |  | $                           | 48 |  | $ | 60
|                                                                       |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   
|Total derivatives not designated as hedging instruments under SFAS 133 |  | $                                          | 35 |                             | $ | 57                                         |  | $                           | 48 |  | $ | 60
|                                                                       |  |                                            |    |                             |   |                                            |  |                             |    |  |   |   



11



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Derivatives in Cash Flow Hedging Relationships

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended March 31, 2010 and 2009 was as follows
(amounts in millions):



|                                                        |      |                                                                                |    |      |                                                                               |   |                                                                                   |      |  |                                                                                                                                |      |   |    |      |  |   |      |   |  |   |     |   |  |   |     |  
|------------------------------------------------------- | ---- | ------------------------------------------------------------------------------ | -- | ---- | ----------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------- | ---- |  | ------------------------------------------------------------------------------------------------------------------------------ | ---- | - | -- | ---- |  | - | ---- | - |  | - | --- | - |  | - | --- | -
|Derivatives in SFAS
133 Cash Flow
Hedging Relationships |      | Amount ofGain/(Loss)Recognized in OCIon
Derivative(Effective Portion)March 31, |    |      | Location of Gain/(Loss)
Reclassified from OCI
into Income (Effective Portion) |   | Amount of
Gain/(Loss)Reclassified fromOCI into Income(Effective Portion)March 31, |      |  | Amount of Gain/(Loss)Recognized inIncome
onDerivative(Ineffective Portionand AmountExcluded fromEffectivenessTesting)March 31, |     
|                                                        |      |                                                                                |   
|                                                        | 2010 |                                                                                |    | 2009 |                                                                               |   |                                                                                   | 2010 |  |                                                                                                                                | 2009 |   |    | 2010 |  |   | 2009 |  
|Interest Rate Swaps                                     |      | $                                                                              | (7 | )    |                                                                               | $ | (25                                                                               | )    |  | Interest expense                                                                                                               |      | $ | (3 | )    |  | $ | (25  | ) |  | $ | (14 | ) |  | $ | (13 | )
|Foreign Currency Swap                                   |      |                                                                                |   |      |                                                                               |   | 8                                                                                 |      |  | Foreign currency exchange transaction gains, net                                                                               |      |   |   |      |  |   | 12   |   |  |   |    |   |  |   |    |  
|                                                        |      |                                                                                |    |      |                                                                               |   |                                                                                   |      |  |                                                                                                                                |      |   |    |      |  |   |      |   |  |   |     |   |  |   |     |  
|Total                                                   |      | $                                                                              | (7 | )    |                                                                               | $ | (17                                                                               | )    |  |                                                                                                                                |      | $ | (3 | )    |  | $ | (13  | ) |  | $ | (14 | ) |  | $ | (13 | )
|                                                        |      |                                                                                |    |      |                                                                               |   |                                                                                   |      |  |                                                                                                                                |      |   |    |      |  |   |      |   |  |   |     |   |  |   |     |  

Derivatives Not Designated as Hedging Instruments

The pre-tax effect of derivative instruments not designated as hedges for the three months ended March 31, 2010 and 2009 was as follows (amounts in
millions):



|                                                                 |  |                                                                              |  |                                                                                    |      |   |  |   |     |  
|---------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------- | ---- | - |  | - | --- | -
|Derivatives Not Designated
as Hedging Instruments
Under SFAS 133 |  | Location of Gain/(Loss)
Recognized in Statement of Operations on
Derivatives |  | Amount of Gain/(Loss)Recognized in Statement ofOperations 
on DerivativesMarch 31, |     
|                                                                 | 
|                                                                 |  | 2010                                                                         |  |                                                                                    | 2009 |  
|Interest Rate Swaps                                              |  | Loss on derivative instruments                                               |  | $                                                                                  | (10  | ) |  | $ | 2   |  
|Foreign Currency Swaps                                           |  | Loss on derivative instruments                                               |  |                                                                                    |     |   |  |   | (19 | )
|Foreign Currency Forward Contracts                               |  | Loss on derivative instruments                                               |  |                                                                                    |     |   |  |   | (5  | )
|                                                                 |  |                                                                              |  |                                                                                    |      |   |  |   |     |  
|Total                                                            |  |                                                                              |  | $                                                                                  | (10  | ) |  | $ | (22 | )
|                                                                 |  |                                                                              |  |                                                                                    |      |   |  |   |     |  



12



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##### Table of Contents

8. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of March 31, 2010.



|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------------- | - | ----------------- | - | --------- |  | -------------------- | ----- |  | -------------- | - | --------- | - | ----- |  | - | -----
|(IN MILLIONS)                                                                                                                      |                      | March 31, 2010 |   | December 31, 2009
|                                                                                                                                   | WeightedInterestRate |                |   | CarryingAmount    |   | FairValue |  | WeightedInterestRate |       |  | CarryingAmount |   | FairValue
|Senior secured term loan ($2,983 million at March 31, 2010 and December 31, 2009) (LIBOR based variable rate of 2.23%)
due 2013    |                      |                |   |                   | $ | 2,900     |  | $                    | 2,781 |  |                |   |           | $ | 2,918 |  | $ | 2,715
|$1,013 million senior secured term loan (LIBOR based variable rate of 3.98%) due 2016                                              |                      |                |   |                   |   | 1,003     |  |                      | 983   |  |                |   |           |   | 1,005 |  |   | 948  
|Senior secured term loan (EUR 321 million at March 31, 2010 and December 31, 2009) (EURIBOR based variable rate of
2.38%) due 2013 |                      |                |   |                   |   | 415       |  |                      | 403   |  |                |   |           |   | 451   |  |   | 423  
|EUR 179 million senior secured term loan (EURIBOR based variable rate of 4.13%) due 2016                                           |                      |                |   |                   |   | 237       |  |                      | 231   |  |                |   |           |   | 254   |  |   | 238  
|$500 million 8.50% senior secured term loan due 2017                                                                               |                      |                |   |                   |   | 500       |  |                      | 499   |  |                |   |           |   | 500   |  |   | 493  
|$688 million senior secured revolving credit facility (EURIBOR or LIBOR based variable rate) due 2012                              |                      |                |   |                   |   |          |  |                      |      |  |                |   |           |   |      |  |   |     
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Total senior secured credit facilities (with weighted average interest rate)                                                       |                      | 3.54           | % |                   |   | 5,055     |  |                      | 4,897 |  | 3.51           | % |           |   | 5,128 |  |   | 4,817
|$1,070 million 12.50% senior subordinated discount debenture loan due 2016                                                         |                      |                |   |                   |   | 912       |  |                      | 868   |  |                |   |           |   | 885   |  |   | 809  
|$870 million 10.00% senior debenture loan due 2014                                                                                 |                      |                |   |                   |   | 869       |  |                      | 912   |  |                |   |           |   | 869   |  |   | 905  
|$500 million 11.50% senior debenture loan due 2016                                                                                 |                      |                |   |                   |   | 464       |  |                      | 525   |  |                |   |           |   | 463   |  |   | 517  
|$330 million 11.625% senior debenture loan due 2014                                                                                |                      |                |   |                   |   | 303       |  |                      | 342   |  |                |   |           |   | 301   |  |   | 337  
|EUR 343 million 11.125% senior discount debenture loan due 2016                                                                    |                      |                |   |                   |   | 399       |  |                      | 374   |  |                |   |           |   | 415   |  |   | 359  
|EUR 150 million 9.00% senior debenture loan due 2014                                                                               |                      |                |   |                   |   | 201       |  |                      | 204   |  |                |   |           |   | 215   |  |   | 217  
|EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 2.06%) due
2010                     |                      |                |   |                   |   | 67        |  |                      | 66    |  |                |   |           |   | 72    |  |   | 67   
|EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 2.07%) due
2012                     |                      |                |   |                   |   | 67        |  |                      | 58    |  |                |   |           |   | 72    |  |   | 66   
|EUR 30 million 6.75% private placement debenture loan (EMTN) due 2012                                                              |                      |                |   |                   |   | 41        |  |                      | 40    |  |                |   |           |   | 44    |  |   | 43   
|JPY 4,000 million 2.50% private placement debenture loan (EMTN) due 2011                                                           |                      |                |   |                   |   | 45        |  |                      | 39    |  |                |   |           |   | 45    |  |   | 40   
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Total debenture loans (with weighted average interest rate)                                                                        |                      | 12.11          | % |                   |   | 3,368     |  |                      | 3,428 |  | 12.06          | % |           |   | 3,381 |  |   | 3,360
|Other loans                                                                                                                        |                      |                |   |                   |   | 5         |  |                      | 5     |  |                |   |           |   |      |  |   |     
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Total long-term debt                                                                                                               |                      | 6.97           | % |                   |   | 8,428     |  |                      | 8,330 |  | 6.91           | % |           |   | 8,509 |  |   | 8,177
|Capital lease and other financing obligations                                                                                      |                      |                |   |                   |   | 130       |  |                      |       |  |                |   |           |   | 131   |  |   |      
|Short-term debt                                                                                                                    |                      |                |   |                   |   | 3         |  |                      |       |  |                |   |           |   | 3     |  |   |      
|Bank overdrafts                                                                                                                    |                      |                |   |                   |   | 12        |  |                      |       |  |                |   |           |   | 15    |  |   |      
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Total debt and other financing arrangements                                                                                        |                      |                |   |                   |   | 8,573     |  |                      |       |  |                |   |           |   | 8,658 |  |   |      
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term
borrowings             |                      |                |   |                   |   | 103       |  |                      |       |  |                |   |           |   | 110   |  |   |      
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Non-current portion of long-term debt and capital lease and other financing obligations                                            |                      |                |   |                   | $ | 8,470     |  |                      |       |  |                |   |           | $ | 8,548 |  |   |      
|                                                                                                                                   |                      |                |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      

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.



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



|                                       |  |   |      
|-------------------------------------- |  | - | -----
|(IN MILLIONS)                          |  |  
|For April 1, 2010 to December 31, 2010 |  | $ | 77   
|2011                                   |  |   | 60   
|2012                                   |  |   | 123  
|2013                                   |  |   | 3,329
|2014                                   |  |   | 1,386
|2015                                   |  |   | 13   
|Thereafter                             |  |   | 3,440
|                                       |  |   |      
|                                       |  | $ | 8,428
|                                       |  |   |      

In January 2009 Nielsen issued $330 million in aggregate principal
amount of 11.625 % Senior Notes due 2014 at an issue price of $297 million with cash proceeds of approximately $290 million, net of fees and expenses.

In March 2009 the Company purchased and cancelled approximately GBP 101 million of the total GBP 250 million outstanding 5.625% EMTN debenture
notes. This transaction was pursuant to a cash tender offer, whereby the Company paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued interest. In conjunction with
the GBP note cancellation the Company satisfied, and paid in cash, a portion of the remarketing settlement value associated with the cancelled notes to the two holders of a remarketing option associated with the notes. In addition, the Company
unwound a portion of its existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. The Company recorded a net loss of $3 million as a result of the combined elements of this transaction during
the three months ended March 31, 2009 as a component of other expense, net in the condensed consolidated statement of operations. The net cash paid for the combined elements of this transaction was approximately $197 million. The Company
completed a tender offer for the remaining outstanding debenture notes in June 2009.

9. Comprehensive Income/(Loss)

The following table sets forth the components of comprehensive income/(loss), net of income tax expense:



|                                                                        |  |                             |     |   |      |   |     |  
|----------------------------------------------------------------------- |  | --------------------------- | --- | - | ---- | - | --- | -
|                                                                        |  | Three Months EndedMarch 31, |    
|(IN MILLIONS)                                                           |  | 2010                        |     |   | 2009 |  
|Net income                                                              |  | $                           | 42  |   |      | $ | 5   |  
|Other comprehensive loss, net of tax                                    |  |                             |     |   |      |   |     |  
|Unrealized (losses)/gains on:                                           |  |                             |     |   |      |   |     |  
|Currency translation adjustments                                        |  |                             | (48 | ) |      |   | (70 | )
|Available-for-sale securities                                           |  |                             |    |   |      |   | (1  | )
|Changes in the fair value of cash flow hedges                           |  |                             | 6   |   |      |   | (2  | )
|                                                                        |  |                             |     |   |      |   |     |  
|Total other comprehensive loss                                          |  |                             | (42 | ) |      |   | (73 | )
|                                                                        |  |                             |     |   |      |   |     |  
|Total other comprehensive loss attributable to The Nielsen Company B.V. |  | $                           |    |   |      | $ | (68 | )
|                                                                        |  |                             |     |   |      |   |     |  

10. Income Taxes

The effective tax rate for the three months ended March 31, 2010 was a benefit of 2%. The tax benefit was significantly different from the statutory
expense rate primarily due to the favorable effect of certain foreign exchange gains and financing activities.

The Company incurred no
consolidated tax expense or benefit for the three months ended March 31, 2009 primarily as a result of the favorable effect of certain foreign exchange gains and the impact of the tax rate differences in other jurisdictions where the Company
files tax returns, partially offset by the change in contingencies and interest on unrecognized income tax benefits.

Liabilities for
unrecognized income tax benefits totaled $129 million as of March 31, 2010 and December 31, 2009. If the Companys tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would
reduce the Companys effective tax rate in future periods.

The Company 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 2005 and prior periods. In addition, the Company has subsidiaries in various
states, provinces and countries that are currently under audit for years ranging from 1997 through 2008.



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The IRS also commenced examinations of certain of the Companys U.S. Federal income tax returns for
2006 and 2007 in the first quarter of 2009. The Company is also under Canadian audit for the years 2006 and 2007. It is anticipated that all examinations will be completed within the next twelve months. To date, the Company is not aware of any
material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination.

11. Related
Party Transactions

The Company recorded $3 million in selling, general and administrative expenses related to management fees, travel and
consulting attributable to a number of the Sponsors for both the three months ended March 31, 2010 and March 31, 2009.

At March 31,
2010, accounts payable and other current liabilities include a $21 million payable to Valcon Acquisition Holdings, B.V. (Dutch Holdco), the Companys penultimate parent, associated with certain Dutch Holdco tax liabilities.

12. Commitments and Contingencies

Sunbeam Television Corp.

Sunbeam
Television Corp. (Sunbeam) filed a lawsuit in Federal District Court in Miami, Florida on April 30, 2009. The lawsuit alleges that Nielsen Media Research, Inc. violated Federal and Florida state antitrust laws and Floridas
unfair trade practices laws by attempting to maintain a monopoly and abuse its position in the market, and breached its contract with Sunbeam by producing defective ratings data through its sampling methodology. The complaint did not specify the
amount of damages sought and also sought declaratory and equitable relief. After briefing and a hearing, by order dated August 28, 2009, the court granted Nielsens motion to dismiss the complaint, with leave to amend the complaint.
Sunbeam subsequently filed an amended complaint restating the same claims as contained in the original complaint; by order dated January 11, 2010, the court granted Nielsens motion to dismiss the federal and state antitrust
claims, as well as the state unfair trade practices claim, with leave to amend those claims, and denied Nielsens motion to dismiss the breach of contract claim. Sunbeam subsequently filed a second amended complaint and Nielsen filed its
answer to the second amended complaint on March 25, 2010. Nielsen continues to believe this lawsuit is without merit and intends to defend it vigorously.

Other Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business.

13. 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 three reportable segments: What Consumers Watch
(Watch), consisting principally of television ratings, television, internet and mobile audience and advertising measurement and corresponding research and analysis in various facets of the entertainment and media sectors; What Consumers
Buy (Buy), consisting principally of market research information and analytical services present within each geography; and Expositions, consisting principally of trade shows, events and conferences. Corporate consists principally of
unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations.

Certain corporate costs, other
than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to our 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 products and services offered and geographic
areas of operations.

Business Segment Information



|                                  |  |       |     |   |     |   |             |  |           |    |  |       |     |   |  |   |      
|--------------------------------- |  | ----- | --- | - | --- | - | ----------- |  | --------- | -- |  | ----- | --- | - |  | - | -----
|(IN MILLIONS)                     |  | Watch |     |   | Buy |   | Expositions |  | Corporate |    |  | Total
|Three Months Ended March 31, 2010 |  |       |     |   |     |   |             |  |           |    |  |       |     |   |  |   |      
|Revenues                          |  | $     | 405 |   |     | $ | 742         |  | $         | 49 |  | $     |    |   |  | $ | 1,196
|Depreciation and amortization     |  | $     | 72  |   |     | $ | 57          |  | $         | 8  |  | $     | 4   |   |  | $ | 141  
|Restructuring (credits)/costs     |  | $     | (1  | ) |     | $ | 2           |  | $         | 1  |  | $     | 1   |   |  | $ | 3    
|Share-Based Compensation          |  | $     | 1   |   |     | $ | 2           |  | $         |   |  | $     | 2   |   |  | $ | 5    
|Operating income/(loss)           |  | $     | 71  |   |     | $ | 62          |  | $         | 18 |  | $     | (19 | ) |  | $ | 132  



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|                                     |  |       |       |     |   |             |  |           |     |  |       |     |   |  |   |       
|------------------------------------ |  | ----- | ----- | --- | - | ----------- |  | --------- | --- |  | ----- | --- | - |  | - | ------
|(IN MILLIONS)                        |  | Watch |       | Buy |   | Expositions |  | Corporate |     |  | Total
|Total assets as of March 31, 2010    |  | $     | 6,439 |     | $ | 6,440       |  | $         | 829 |  | $     | 624 |   |  | $ | 14,332
|Three Months Ended March 31, 2009    |  |       |       |     |   |             |  |           |     |  |       |     |   |  |   |       
|Revenues                             |  | $     | 393   |     | $ | 655         |  | $         | 54  |  | $     |    |   |  | $ | 1,102 
|Depreciation and amortization        |  | $     | 67    |     | $ | 52          |  | $         | 9   |  | $     | 2   |   |  | $ | 130   
|Restructuring costs                  |  | $     |      |     | $ | 3           |  | $         | 1   |  | $     | 1   |   |  | $ | 5     
|Share-Based Compensation             |  | $     | 1     |     | $ | 1           |  | $         |    |  | $     | 2   |   |  | $ | 4     
|Operating income/(loss)              |  | $     | 66    |     | $ | 47          |  | $         | 14  |  | $     | (15 | ) |  | $ | 112   
|Total assets as of December 31, 2009 |  | $     | 6,556 |     | $ | 6,706       |  | $         | 857 |  | $     | 470 |   |  | $ | 14,589

14. Guarantor Financial
Information

The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt
securities (the Issuers) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the condensed consolidating balance sheet as of March 31, 2010 and December 31, 2009 and condensed
consolidating statements of operations and cash flows for three months ended March 31, 2010 and 2009. The Senior Notes and the Senior Subordinated Discount Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and,
each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., Nielsen Business Media Holding Company, TNC (US) Holdings, Inc., VNU Marketing
Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen Business Media Holding Company, in each case to the extent that such entities provide
a guarantee under the senior secured credit facilities. The issuers are the Company and the subsidiary issuers (Nielsen Finance LLC and Nielsen Finance Co.), both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt
issued by Nielsen.

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.



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The Nielsen Company B.V.

Condensed Consolidating Statement of Operations (Unaudited)

For the three months ended March 31, 2010



|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |     |           |  | $ | 610           |   |  | $           | 586 |   |              | $ |     |   |  | $ | 1,196 |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |     |           |  |   | 248           |   |  |             | 272 |   |              |   |     |   |  |   | 520   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |    |   |         |   |     |           |  |   | 202           |   |  |             | 198 |   |              |   |     |   |  |   | 400   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |     |           |  |   | 109           |   |  |             | 32  |   |              |   |     |   |  |   | 141   |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |     |           |  |   | 2             |   |  |             | 1   |   |              |   |     |   |  |   | 3     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating income                                                                                                |  |        |    |   |         |   |     |           |  |   | 49            |   |  |             | 83  |   |              |   |     |   |  |   | 132   |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 2   |   |         |   | 120  |           |  |   | 10            |   |  |             | 5   |   |              |   | (136 | ) |  |   | 1     |  
|Interest expense                                                                                                |  |        | (13 | ) |         |   | (146 | )         |  |   | (129          | ) |  |             | (10 | ) |              |   | 136  |   |  |   | (162  | )
|Loss on derivative instruments                                                                                  |  |        |    |   |         |   | (10  | )         |  |   |              |   |  |             |    |   |              |   |     |   |  |   | (10   | )
|Foreign currency exchange transaction gains/(losses), net                                                       |  |        |    |   |         |   | 60   |           |  |   | (16           | ) |  |             | 34  |   |              |   |     |   |  |   | 78    |  
|Equity in net income/(loss) of subsidiaries                                                                     |  |        | 49  |   |         |   |     |           |  |   | 150           |   |  |             |    |   |              |   | (199 | ) |  |   |      |  
|Other (expense)/income, net                                                                                     |  |        |    |   |         |   |     |           |  |   | (5            | ) |  |             | 14  |   |              |   |     |   |  |   | 9     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Income/(loss) from continuing operations before income taxes and equity in net loss of affiliates               |  |        | 38  |   |         |   | 24   |           |  |   | 59            |   |  |             | 126 |   |              |   | (199 | ) |  |   | 48    |  
|Benefit/(provision) for income taxes                                                                            |  |        | 3   |   |         |   | (10  | )         |  |   | (3            | ) |  |             | 11  |   |              |   |     |   |  |   | 1     |  
|Equity in net loss of affiliates                                                                                |  |        |    |   |         |   |     |           |  |   | (2            | ) |  |             |    |   |              |   |     |   |  |   | (2    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Income/(loss) from continuing operations                                                                        |  |        | 41  |   |         |   | 14   |           |  |   | 54            |   |  |             | 137 |   |              |   | (199 | ) |  |   | 47    |  
|Discontinued operations, net of tax                                                                             |  |        |    |   |         |   |     |           |  |   | (5            | ) |  |             |    |   |              |   |     |   |  |   | (5    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net income/(loss)                                                                                               |  |        | 41  |   |         |   | 14   |           |  |   | 49            |   |  |             | 137 |   |              |   | (199 | ) |  |   | 42    |  
|Less: net income attributable to noncontrolling interests                                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net income/(loss) attributable to controlling interests                                                         |  | $      | 41  |   |         | $ | 14   |           |  | $ | 49            |   |  | $           | 136 |   |              | $ | (199 | ) |  | $ | 41    |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



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The Nielsen Company B.V.

Condensed Consolidating Statement of Operations (Unaudited)

For the three months ended March 31, 2009



|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |     |           |  | $ | 596           |   |  | $           | 507 |   |              | $ | (1   | ) |  | $ | 1,102 |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |     |           |  |   | 246           |   |  |             | 234 |   |              |   | (1   | ) |  |   | 479   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |    |   |         |   |     |           |  |   | 203           |   |  |             | 173 |   |              |   |     |   |  |   | 376   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |     |           |  |   | 103           |   |  |             | 27  |   |              |   |     |   |  |   | 130   |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |     |           |  |   | 3             |   |  |             | 2   |   |              |   |     |   |  |   | 5     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating income                                                                                                |  |        |    |   |         |   |     |           |  |   | 41            |   |  |             | 71  |   |              |   |     |   |  |   | 112   |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 8   |   |         |   | 100  |           |  |   | 18            |   |  |             | 18  |   |              |   | (142 | ) |  |   | 2     |  
|Interest expense                                                                                                |  |        | (16 | ) |         |   | (142 | )         |  |   | (129          | ) |  |             | (16 | ) |              |   | 142  |   |  |   | (161  | )
|Loss on derivative instruments                                                                                  |  |        |    |   |         |   | (18  | )         |  |   | (4            | ) |  |             |    |   |              |   |     |   |  |   | (22   | )
|Foreign currency exchange transaction gains, net                                                                |  |        | 1   |   |         |   | 50   |           |  |   | 7             |   |  |             | 19  |   |              |   |     |   |  |   | 77    |  
|Equity in net income/(loss) of subsidiaries                                                                     |  |        | 11  |   |         |   |     |           |  |   | 60            |   |  |             |    |   |              |   | (71  | ) |  |   |      |  
|Other (expense)/income, net                                                                                     |  |        | (2  | ) |         |   |     |           |  |   | (1            | ) |  |             | 1   |   |              |   |     |   |  |   | (2    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Income/(loss) from continuing operations before income taxes and equity in net loss of affiliates               |  |        | 2   |   |         |   | (10  | )         |  |   | (8            | ) |  |             | 93  |   |              |   | (71  | ) |  |   | 6     |  
|Benefit/(provision) for income taxes                                                                            |  |        | 2   |   |         |   | 3    |           |  |   | 19            |   |  |             | (24 | ) |              |   |     |   |  |   |      |  
|Equity in net income of affiliates                                                                              |  |        |    |   |         |   |     |           |  |   | 3             |   |  |             |    |   |              |   |     |   |  |   | 3     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Income/(loss) from continuing operations                                                                        |  |        | 4   |   |         |   | (7   | )         |  |   | 14            |   |  |             | 69  |   |              |   | (71  | ) |  |   | 9     |  
|Discontinued operations, net of tax                                                                             |  |        |    |   |         |   |     |           |  |   | (3            | ) |  |             | (1  | ) |              |   |     |   |  |   | (4    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net income/(loss)                                                                                               |  |        | 4   |   |         |   | (7   | )         |  |   | 11            |   |  |             | 68  |   |              |   | (71  | ) |  |   | 5     |  
|Less: net income attributable to noncontrolling interests                                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net income/(loss) attributable to controlling interests                                                         |  | $      | 4   |   |         | $ | (7   | )         |  | $ | 11            |   |  | $           | 67  |   |              | $ | (71  | ) |  | $ | 4     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



18



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidating Balance Sheet (Unaudited)

March 31, 2010



|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|-------------------------------------------------------------------------------------- |  | ------ | ----- | ------- | - | ----- | --------- |  | ------------- | ------ | ----------- | - | ----- | ------------ | - | ------- | - |  | - | ------
|(IN MILLIONS)                                                                          |  | Parent |       | Issuers |   |       | Guarantor |  | Non-Guarantor |        | Elimination |   |       | Consolidated
|Assets:                                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current assets                                                                         |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Cash and cash equivalents                                                              |  | $      | 2     |         | $ |      |           |  | $             | 80     |             | $ | 326   |              | $ |        |   |  | $ | 408   
|Trade and other receivables, net                                                       |  |        |      |         |   |      |           |  |               | 350    |             |   | 543   |              |   |        |   |  |   | 893   
|Prepaid expenses and other current assets                                              |  |        | 1     |         |   | 23    |           |  |               | 99     |             |   | 90    |              |   |        |   |  |   | 213   
|Intercompany receivables                                                               |  |        | 309   |         |   | 86    |           |  |               | 404    |             |   | 538   |              |   | (1,337  | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current assets                                                                   |  |        | 312   |         |   | 109   |           |  |               | 933    |             |   | 1,497 |              |   | (1,337  | ) |  |   | 1,514 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current assets                                                                     |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Property, plant and equipment, net                                                     |  |        |      |         |   |      |           |  |               | 341    |             |   | 228   |              |   |        |   |  |   | 569   
|Goodwill                                                                               |  |        |      |         |   |      |           |  |               | 4,942  |             |   | 2,091 |              |   |        |   |  |   | 7,033 
|Other intangible assets, net                                                           |  |        |      |         |   |      |           |  |               | 3,414  |             |   | 1,273 |              |   |        |   |  |   | 4,687 
|Deferred tax assets                                                                    |  |        |      |         |   | 192   |           |  |               | 35     |             |   | 47    |              |   | (196    | ) |  |   | 78    
|Other non-current assets                                                               |  |        | 7     |         |   | 98    |           |  |               | 220    |             |   | 126   |              |   |        |   |  |   | 451   
|Equity investment in subsidiaries                                                      |  |        | 2,872 |         |   |      |           |  |               | 4,332  |             |   |      |              |   | (7,204  | ) |  |   |      
|Intercompany loans                                                                     |  |        | 260   |         |   | 7,636 |           |  |               | 775    |             |   | 1,459 |              |   | (10,130 | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total assets                                                                           |  | $      | 3,451 |         | $ | 8,035 |           |  | $             | 14,992 |             | $ | 6,721 |              | $ | (18,867 | ) |  | $ | 14,332
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Liabilities and equity:                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current liabilities                                                                    |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Accounts payable and other current liabilities                                         |  | $      | 22    |         | $ | 98    |           |  | $             | 228    |             | $ | 495   |              | $ |        |   |  | $ | 843   
|Deferred revenues                                                                      |  |        |      |         |   |      |           |  |               | 272    |             |   | 163   |              |   |        |   |  |   | 435   
|Income tax liabilities                                                                 |  |        |      |         |   |      |           |  |               | 54     |             |   | 30    |              |   |        |   |  |   | 84    
|Current portion of long-term debt, capital lease obligations and short-term borrowings |  |        | 67    |         |   | 12    |           |  |               | 11     |             |   | 13    |              |   |        |   |  |   | 103   
|Intercompany payables                                                                  |  |        |      |         |   | 147   |           |  |               | 764    |             |   | 426   |              |   | (1,337  | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current liabilities                                                              |  |        | 89    |         |   | 257   |           |  |               | 1,329  |             |   | 1,127 |              |   | (1,337  | ) |  |   | 1,465 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current liabilities                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Long-term debt and capital lease obligations                                           |  |        | 552   |         |   | 7,792 |           |  |               | 107    |             |   | 19    |              |   |        |   |  |   | 8,470 
|Deferred tax liabilities                                                               |  |        | 12    |         |   |      |           |  |               | 1,117  |             |   | 139   |              |   | (196    | ) |  |   | 1,072 
|Intercompany loans                                                                     |  |        |      |         |   |      |           |  |               | 9,366  |             |   | 764   |              |   | (10,130 | ) |  |   |      
|Other non-current liabilities                                                          |  |        | 2     |         |   | 65    |           |  |               | 201    |             |   | 251   |              |   |        |   |  |   | 519   
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities                                                                      |  |        | 655   |         |   | 8,114 |           |  |               | 12,120 |             |   | 2,300 |              |   | (11,663 | ) |  |   | 11,526
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total shareholders equity                                                             |  |        | 2,796 |         |   | (79   | )         |  |               | 2,872  |             |   | 4,411 |              |   | (7,204  | ) |  |   | 2,796 
|Noncontrolling interests                                                               |  |        |      |         |   |      |           |  |               |       |             |   | 10    |              |   |        |   |  |   | 10    
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total equity                                                                           |  |        | 2,796 |         |   | (79   | )         |  |               | 2,872  |             |   | 4,421 |              |   | (7,204  | ) |  |   | 2,806 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities and equity                                                           |  | $      | 3,451 |         | $ | 8,035 |           |  | $             | 14,992 |             | $ | 6,721 |              | $ | (18,867 | ) |  | $ | 14,332
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       



19



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidating Balance Sheet

December 31, 2009



|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|-------------------------------------------------------------------------------------- |  | ------ | ----- | ------- | - | ----- | --------- |  | ------------- | ------ | ----------- | - | ----- | ------------ | - | ------- | - |  | - | ------
|(IN MILLIONS)                                                                          |  | Parent |       | Issuers |   |       | Guarantor |  | Non-Guarantor |        | Elimination |   |       | Consolidated
|Assets:                                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current assets                                                                         |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Cash and cash equivalents                                                              |  | $      | 2     |         | $ | 2     |           |  | $             | 160    |             | $ | 347   |              | $ |        |   |  | $ | 511   
|Trade and other receivables, net                                                       |  |        |      |         |   |      |           |  |               | 366    |             |   | 570   |              |   |        |   |  |   | 936   
|Prepaid expenses and other current assets                                              |  |        | 1     |         |   | 23    |           |  |               | 88     |             |   | 83    |              |   |        |   |  |   | 195   
|Intercompany receivables                                                               |  |        | 332   |         |   | 114   |           |  |               | 442    |             |   | 369   |              |   | (1,257  | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current assets                                                                   |  |        | 335   |         |   | 139   |           |  |               | 1,056  |             |   | 1,369 |              |   | (1, 257 | ) |  |   | 1,642 
|Non-current assets                                                                     |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Property, plant and equipment, net                                                     |  |        |      |         |   |      |           |  |               | 354    |             |   | 239   |              |   |        |   |  |   | 593   
|Goodwill                                                                               |  |        |      |         |   |      |           |  |               | 4,939  |             |   | 2,117 |              |   |        |   |  |   | 7,056 
|Other intangible assets, net                                                           |  |        |      |         |   |      |           |  |               | 3,464  |             |   | 1,293 |              |   |        |   |  |   | 4,757 
|Deferred tax assets                                                                    |  |        |      |         |   | 196   |           |  |               |       |             |   | 48    |              |   | (196    | ) |  |   | 48    
|Other non-current assets                                                               |  |        | 8     |         |   | 104   |           |  |               | 240    |             |   | 141   |              |   |        |   |  |   | 493   
|Equity investment in subsidiaries                                                      |  |        | 2,832 |         |   |      |           |  |               | 4,333  |             |   |      |              |   | (7,165  | ) |  |   |      
|Intercompany loans                                                                     |  |        | 275   |         |   | 7,673 |           |  |               | 836    |             |   | 1,564 |              |   | (10,348 | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total assets                                                                           |  | $      | 3,450 |         | $ | 8,112 |           |  | $             | 15,222 |             | $ | 6,771 |              | $ | (18,966 | ) |  | $ | 14,589
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Liabilities and equity:                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current liabilities                                                                    |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Accounts payable and other current liabilities                                         |  | $      | 3     |         | $ | 134   |           |  | $             | 311    |             | $ | 551   |              | $ |        |   |  | $ | 999   
|Deferred revenues                                                                      |  |        |      |         |   |      |           |  |               | 249    |             |   | 186   |              |   |        |   |  |   | 435   
|Income tax liabilities                                                                 |  |        |      |         |   |      |           |  |               | 53     |             |   | 29    |              |   |        |   |  |   | 82    
|Current portion of long-term debt, capital lease obligations and short-term borrowings |  |        | 72    |         |   | 13    |           |  |               | 9      |             |   | 16    |              |   |        |   |  |   | 110   
|Intercompany payables                                                                  |  |        |      |         |   | 187   |           |  |               | 818    |             |   | 252   |              |   | (1,257  | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current liabilities                                                              |  |        | 75    |         |   | 334   |           |  |               | 1,440  |             |   | 1,034 |              |   | (1,257  | ) |  |   | 1,626 
|Non-current liabilities                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Long-term debt and capital lease obligations                                           |  |        | 576   |         |   | 7,848 |           |  |               | 106    |             |   | 18    |              |   |        |   |  |   | 8,548 
|Deferred tax liabilities                                                               |  |        | 12    |         |   |      |           |  |               | 1,110  |             |   | 139   |              |   | (196    | ) |  |   | 1,065 
|Intercompany loans                                                                     |  |        |      |         |   |      |           |  |               | 9,500  |             |   | 848   |              |   | (10,348 | ) |  |   |      
|Other non-current liabilities                                                          |  |        | 2     |         |   | 63    |           |  |               | 234    |             |   | 252   |              |   |        |   |  |   | 551   
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities                                                                      |  |        | 665   |         |   | 8,245 |           |  |               | 12,390 |             |   | 2,291 |              |   | (11,801 | ) |  |   | 11,790
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total shareholders equity                                                             |  |        | 2,785 |         |   | (133  | )         |  |               | 2,832  |             |   | 4,466 |              |   | (7,165  | ) |  |   | 2,785 
|Noncontrolling interests                                                               |  |        |      |         |   |      |           |  |               |       |             |   | 14    |              |   |        |   |  |   | 14    
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total equity                                                                           |  |        | 2,785 |         |   | (133  | )         |  |               | 2,832  |             |   | 4,480 |              |   | (7,165  | ) |  |   | 2,799 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities and equity                                                           |  | $      | 3,450 |         | $ | 8,112 |           |  | $             | 15,222 |             | $ | 6,771 |              | $ | (18,966 | ) |  | $ | 14,589
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       



20



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidating Statement of Cash Flows (Unaudited)

For the three months ended March 31, 2010



|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|---------------------------------------------------------------------------------------- |  | ------ | - | ------- | - | --- | --------- |  | - | ------------- | - |  | ------------ | --- | - |  | - | ---- | -
|(IN MILLIONS)                                                                            |  | Parent |   | Issuers |   |     | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |    
|Net cash provided by/(used in) operating activities                                      |  | $      |  |         | $ | 5   |           |  | $ | (68           | ) |  | $            | 35  |   |  | $ | (28  | )
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Investing activities:                                                                    |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired                         |  |        |  |         |   |    |           |  |   | (10           | ) |  |              | (4  | ) |  |   | (14  | )
|Proceeds from sale of subsidiaries and affiliates, net                                   |  |        |  |         |   |    |           |  |   | 29            |   |  |              |    |   |  |   | 29   |  
|Additions to property, plant and equipment and other assets                              |  |        |  |         |   |    |           |  |   | (18           | ) |  |              | (8  | ) |  |   | (26  | )
|Additions to intangible assets                                                           |  |        |  |         |   |    |           |  |   | (25           | ) |  |              | (2  | ) |  |   | (27  | )
|Other investing activities                                                               |  |        |  |         |   |    |           |  |   |              |   |  |              | 6   |   |  |   | 6    |  
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net cash used in investing activities                                                    |  |        |  |         |   |    |           |  |   | (24           | ) |  |              | (8  | ) |  |   | (32  | )
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Financing activities:                                                                    |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Repayments of debt                                                                       |  |        |  |         |   | (28 | )         |  |   |              |   |  |              |    |   |  |   | (28  | )
|Increase/(decrease) in other short-term borrowings                                       |  |        |  |         |   |    |           |  |   | 2             |   |  |              | (5  | ) |  |   | (3   | )
|Stock activity of subsidiaries, settlement of derivatives and other financing activities |  |        |  |         |   | 21  |           |  |   | 10            |   |  |              | (32 | ) |  |   | (1   | )
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net cash (used in)/provided by financing activities                                      |  |        |  |         |   | (7  | )         |  |   | 12            |   |  |              | (37 | ) |  |   | (32  | )
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents                             |  |        |  |         |   |    |           |  |   |              |   |  |              | (11 | ) |  |   | (11  | )
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net decrease in cash and cash equivalents                                                |  |        |  |         |   | (2  | )         |  |   | (80           | ) |  |              | (21 | ) |  |   | (103 | )
|Cash and cash equivalents at beginning of period                                         |  |        | 2 |         |   | 2   |           |  |   | 160           |   |  |              | 347 |   |  |   | 511  |  
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  
|Cash and cash equivalents at end of period                                               |  | $      | 2 |         | $ |    |           |  | $ | 80            |   |  | $            | 326 |   |  | $ | 408  |  
|                                                                                         |  |        |   |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  



21



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidating Statement of Cash Flows (Unaudited)

For the three months ended March 31, 2009



|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|---------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ------------ | --- | - |  | - | ---- | -
|(IN MILLIONS)                                                          |  | Parent |      |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |    
|Net cash (used in)/provided by operating activities                    |  | $      | (3   | ) |         | $ | 32   |           |  | $ | (74           | ) |  | $            | 9   |   |  | $ | (36  | )
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Investing activities:                                                  |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired       |  |        |     |   |         |   |     |           |  |   | (27           | ) |  |              | (4  | ) |  |   | (31  | )
|Additions to property, plant and equipment and other assets            |  |        |     |   |         |   |     |           |  |   | (17           | ) |  |              | (12 | ) |  |   | (29  | )
|Additions to intangible assets                                         |  |        |     |   |         |   |     |           |  |   | (34           | ) |  |              | (1  | ) |  |   | (35  | )
|Other investing activities                                             |  |        | 4    |   |         |   |     |           |  |   |              |   |  |              | 3   |   |  |   | 7    |  
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net cash provided by/(used in) investing activities                    |  |        | 4    |   |         |   |     |           |  |   | (78           | ) |  |              | (14 | ) |  |   | (88  | )
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Financing activities:                                                  |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Proceeds from issuances of debt                                        |  |        |     |   |         |   | 291  |           |  |   |              |   |  |              |    |   |  |   | 291  |  
|Repayments of debt                                                     |  |        | (142 | ) |         |   | (11  | )         |  |   |              |   |  |              | (8  | ) |  |   | (161 | )
|Increase in other short-term borrowings                                |  |        |     |   |         |   |     |           |  |   | 11            |   |  |              | (2  | ) |  |   | 9    |  
|Settlement of derivatives, intercompany and other financing activities |  |        | 142  |   |         |   | (312 | )         |  |   | 105           |   |  |              | 9   |   |  |   | (56  | )
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net cash (used in)/provided by financing activities                    |  |        |     |   |         |   | (32  | )         |  |   | 116           |   |  |              | (1  | ) |  |   | 83   |  
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents           |  |        |     |   |         |   |     |           |  |   |              |   |  |              | (15 | ) |  |   | (15  | )
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net increase/(decrease) in cash and cash equivalents                   |  |        | 1    |   |         |   |     |           |  |   | (36           | ) |  |              | (21 | ) |  |   | (56  | )
|Cash and cash equivalents at beginning of period                       |  |        | 1    |   |         |   |     |           |  |   | 162           |   |  |              | 303 |   |  |   | 466  |  
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Cash and cash equivalents at end of period                             |  | $      | 2    |   |         | $ |     |           |  | $ | 126           |   |  | $            | 282 |   |  | $ | 410  |  
|                                                                       |  |        |      |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  



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The Nielsen Company B.V.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis supplements managements discussion and analysis of The Nielsen Company B.V. (the
Company or Nielsen) for the year ended December 31, 2009 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on February 25, 2010, and presumes that readers have
read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. Further, this report may contain
material that includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsens current views with respect to current events and financial performance. These
forward-looking statements are subject to numerous risks and uncertainties. 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. Unless required by context, references to we, us, and our refer to Nielsen and each of its consolidated
subsidiaries.

Background and Basis of Presentation

Nielsen is owned and controlled by a group of investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle
Group, Centerview Partners, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (the Sponsors).

Business Overview

Nielsen is a leading global information and measurement company that provides clients with a thorough understanding of consumers and
consumer behavior. Drawing from an extensive and long-standing foundation of consumer measurement, we deliver to our clients critical media and marketing information, analytics and industry expertise about what consumers watch (consumer interaction
with media) and what consumers buy on a global and local basis. Our information and insights are designed to help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in
approximately 100 countries and hold leading market positions in many of our businesses and locations.

We align our business
structure into three segments: What Consumers Watch (media audience measurement and analytics) (Watch), What Consumers Buy (consumer purchasing measurement and analytics) (Buy) and Expositions. Our Watch and Buy segments,
which generate substantially all of total revenue, 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 Watch segment provides viewership data and analytics primarily to the media and advertising industries as well as directly to
marketers. Our Watch media clients use our data to price their advertising inventory and maximize the value of their content, and our advertising clients use our data to plan and optimize their advertising spending and to better ensure that their
advertisements reach the intended audience. We are a leader in providing measurement services across what we refer to as the three screens: television, online and mobile.

Our Buy segment provides consumer behavior information and analytics primarily to businesses in the consumer packaged goods industry. Our
Buy clients use our data in an effort to better manage their brands, uncover new sources of demand, launch and grow new products, improve their marketing mix and establish more effective consumer relationships. Our measurement data is used by our
clients as the method for measuring their sales and market share in the consumer packaged goods industry, tracking billions of sales transactions per year 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.

Our third segment, Expositions, operates one of the largest portfolios of business-to-business trade shows in the U.S. Each year, we
produce approximately 40 trade shows connecting 270,000 buyers and sellers across 20 industries.

Our revenue is highly
diversified by business segment, geography, and client. For the three months ended March 31, 2010, 34% of our revenues were generated from our Watch segment, 62% from our Buy segment and the remaining 4% from our Expositions segment. For the
three months ended March 31, 2010, 51% of our revenues were generated in the U.S., 10% in the Americas excluding the U.S., 27% in Europe, the Middle East and Africa, and the remaining 12% in the Asia Pacific region.



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##### Table of Contents

Factors Affecting Our Financial Results

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.



|                 |  |                                  |   |  |                                   |  
|---------------- |  | -------------------------------- | - |  | --------------------------------- | -
|(IN MILLIONS)    |  | Three months endedMarch 31, 2010 |   |  | Three months endedMarch 31, 
2009 |  
|U.S. Dollar      |  | 53                               | % |  | 56                                | %
|Euro             |  | 14                               | % |  | 14                                | %
|Other Currencies |  | 33                               | % |  | 30                                | %
|                 |  |                                  |   |  |                                   |  
|Total            |  | 100                              | % |  | 100                               | %

As a result,
fluctuations in the value of foreign currencies relative to the U.S. Dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under Item 3 Quantitative and
Qualitative Disclosures about Market Risks. 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 $1.39 to 1.00 and $1.31 to 1.00 for the three months ended March 31, 2010 and 2009, 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 Watch and Buy segments in Venezuela and our functional currency for these operations is the Venezuelan bolivares fuertes. Venezuelas currency was considered hyperinflationary as of January 1, 2010 and further,
in January 2010, Venezuelas currency was devalued and a new currency exchange rate system was announced. We have evaluated the new exchange rate system and have concluded that our local currency transactions will be denominated in U.S. dollars
until Venezuelas currency is deemed to be non hyperinflationary. We recorded a charge of $7 million associated with the currency devaluation in January 2010 in our foreign exchange transaction gains, net line item. The impact of the
hyperinflationary accounting was not material to our consolidated results of operations for the three months ended March 31, 2010.

Divestitures

During the three months ended March 31, 2010, we received net cash proceeds of $29 million associated with business divestitures,
including the sale of our box-office tracking business as well as the remaining properties within the Publications operating segment discussed further below.

Discontinued Operations

Nielsen Publications

In
December 2009, we substantially completed the planned exit of our Publications operating segment through the sale of our media properties, including The Hollywood Reporter and Billboard, to e5 Global Media LLC. Our condensed consolidated statements
of operations reflect the Publications operating segment as a discontinued operation. During the three months ended March 31, 2010 we completed the exit of the remaining properties and recorded a net loss on sale of $3 million associated with
these divestitures.

See Note 4 to the condensed consolidated financial statements, Business Divestitures.

Acquisitions and Investments in Affiliates

For the three months ended March 31, 2010, we paid cash consideration of $14 million associated with both current period and
previously executed acquisitions, net of cash acquired. In conjunction with these acquisitions, we recorded deferred consideration of $19 million, which is payable through 2013. Had the current period acquisitions occurred as of January 1,
2010, the impact on our consolidated results of operations would not have been material.

For the three months ended
March 31, 2009, we paid cash consideration of $31 million associated with both current period and previously executed acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions, we recorded deferred
consideration of $29 million, of which $22 million was attributable to a March 2009 acquisition, which in March 2010, was agreed to be settled by a cash payment of $11 million in April 2010 and the issuance of $11 million in equity. Had the current
period acquisitions occurred as of January 1, 2009, the impact on our consolidated results of operations would not have been material.



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##### Table of Contents

Results of OperationsThree Months Ended March 31, 2010 compared to Three Months Ended
March 31, 2009

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



|                                                                                                                |  |                             |       |   |      |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                |  | Three Months EndedMarch 31, |      
|(IN MILLIONS)                                                                                                   |  | 2010                        |       |   | 2009 |  
|Revenues                                                                                                        |  | $                           | 1,196 |   |      | $ | 1,102 |  
|                                                                                                                |  |                             |       |   |      |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                             | 520   |   |      |   | 479   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                             | 400   |   |      |   | 376   |  
|Depreciation and amortization                                                                                   |  |                             | 141   |   |      |   | 130   |  
|Restructuring costs                                                                                             |  |                             | 3     |   |      |   | 5     |  
|                                                                                                                |  |                             |       |   |      |   |       |  
|Operating income                                                                                                |  |                             | 132   |   |      |   | 112   |  
|                                                                                                                |  |                             |       |   |      |   |       |  
|Interest income                                                                                                 |  |                             | 1     |   |      |   | 2     |  
|Interest expense                                                                                                |  |                             | (162  | ) |      |   | (161  | )
|Loss on derivative instruments                                                                                  |  |                             | (10   | ) |      |   | (22   | )
|Foreign currency exchange transaction gains, net                                                                |  |                             | 78    |   |      |   | 77    |  
|Other income/(expense), net                                                                                     |  |                             | 9     |   |      |   | (2    | )
|                                                                                                                |  |                             |       |   |      |   |       |  
|Income from continuing operations before income taxes and equity in net (loss)/income of affiliates             |  |                             | 48    |   |      |   | 6     |  
|Benefit for income taxes                                                                                        |  |                             | 1     |   |      |   |      |  
|Equity in net (loss)/income of affiliates                                                                       |  |                             | (2    | ) |      |   | 3     |  
|                                                                                                                |  |                             |       |   |      |   |       |  
|Income from continuing operations                                                                               |  |                             | 47    |   |      |   | 9     |  
|Loss from discontinued operations, net of tax                                                                   |  |                             | (5    | ) |      |   | (4    | )
|                                                                                                                |  |                             |       |   |      |   |       |  
|Net income                                                                                                      |  |                             | 42    |   |      |   | 5     |  
|Less: net income attributable to noncontrolling interests                                                       |  |                             | 1     |   |      |   | 1     |  
|                                                                                                                |  |                             |       |   |      |   |       |  
|Net income attributable to The Nielsen Company B.V.                                                             |  | $                           | 41    |   |      | $ | 4     |  
|                                                                                                                |  |                             |       |   |      |   |       |  

Consolidated Results for the Three Months Ended March 31, 2010 compared to the Three Months Ended March 31,
2009

When comparing our results for the three months ended March 31, 2010 with results for the three months ended
March 31, 2009, the following should be noted:

Items affecting Operating Income for the three months ended March 31, 2010



| |  |  | We incurred $3 million of restructuring expense.
| | - |  | ------------------------------------------------

Items affecting Operating Income for the three months ended March 31, 2009



| |  |  | We incurred $5 million of restructuring expense.
| | - |  | ------------------------------------------------

Revenues

Our revenues
increased 8.5%, to $1,196 million for the three months ended March 31, 2010 from $1,102 million for the three months ended March 31, 2009. Revenues increased 3.6% on a constant currency basis driven by a 6.5% increase within our Buy
segment offset in part by a 10.1% decline in our Expositions segment. The increase within our Buy segment was as a result of 18.9% constant currency growth in our Insights business as a result of a strong performance in both Developed and Developing
Markets as well as 2.4% constant currency growth in our Information business driven by 7.4% constant currency growth in Developing Markets. Our Expositions segment revenues declined 10.1% on a constant currency basis primarily due to the impact of a
divestiture in the first quarter of 2009 as well as declines in exhibitor attendance. Revenues within our Watch segment were relatively flat on a constant currency basis as growth in North American television measurement, Online and Mobile and
studio analytical services was substantially offset by declines in international television measurement and advertiser services primarily resulting from certain planned market closures and reductions in discretionary customer spending.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 8.2% to $520 million for the three months ended March 31, 2010 from $479 million for the three months
ended March 31, 2009. On a constant currency basis, cost of revenues increased 3.3% largely due to the impact of increased



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##### Table of Contents

costs within our Buy segment due to the continued expansion of our Insights services business both within Developed and Developing markets, partially offset by the divestiture of the box office
scanning business as well as the cost savings effects of the Transformation Initiative and other productivity and cost savings initiatives (see discussion below).

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

Selling, general and administrative (SG&A) expenses increased 6.6% to $400 million for the three months ended
March 31, 2010 from $376 million for the three months ended March 31, 2009. On a constant currency basis, SG&A costs increased 1.8% as a result of a 5.9% increase within our Buy segment due to the expansion of our Insights business as
well as the impact of acquisitions. This increase was slightly offset by the impact of lower costs in our Expositions segment, the effects of the Transformation Initiative and other productivity and cost savings initiatives as well as the
divestiture of our box office scanning business.

Depreciation and Amortization

Depreciation and amortization increased 8.6% to $141 million for the three months ended March 31, 2010 from $130 million for the
three months ended March 31, 2009. On a constant currency basis, depreciation and amortization expense increased 5.7% driven by increased amortization due to the impact of acquisitions and divestitures and higher depreciation related to
increased capital investment on projects to enhance our global infrastructure.

Restructuring Costs

Transformation Initiative

During 2009 we continued to execute cost-reduction programs under this initiative through the streamlining and centralization of
corporate, operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding, outsourcing or off shoring certain other operational and production processes. The Transformation Initiative has
been completed, but payments will continue through 2010.

We incurred $5 million in restructuring charges, primarily relating
to severance costs, for the three months ended March 31, 2009.

Other Productivity Initiatives

In December 2009, we commenced certain specific restructuring actions attributable to defined cost-reduction programs, primarily in Europe
and North America, directed towards achieving increased productivity in future periods primarily through targeted employee terminations. We recorded $3 million in restructuring charges associated with severance costs for the three months ended
March 31, 2010.

See Note 6 to our consolidated financial statements, Restructuring Activities for additional
information regarding our restructuring programs.

Operating Income

Operating income for the three months ended March 31, 2010 increased 18.5% to $132 million from $112 million for the three months
ended March 31, 2009. Excluding Items affecting Operating Income, specifically noted above, on a constant currency basis, our adjusted operating income (refer to page 29 for further discussion of adjusted operating income)
increased 8.6%. Adjusted operating income within our Buy segment increased 14.9% on a constant currency basis due to strong revenue performance within our Insights business as well as cost savings effects of the Transformation Initiative and other
productivity and cost savings initiatives. Adjusted operating income within our Watch segment increased 3.3% on a constant currency basis due primarily to cost savings effects of the Transformation Initiative and other productivity and cost savings
initiatives within North American television measurement as well as revenue growth in both North American television measurement and studio analytical services. These increases were offset, in part, by higher volume related variable costs within
North American Television. Adjusted operating income within our Expositions segment increased 32.7% on a constant currency basis due to the impact of cost savings from productivity initiatives. For an additional discussion of adjusted operating
income, refer to our segment results below.

Interest Expense

Interest expense was $162 million for the three months ended March 31, 2010 compared to $161 million for the three months ended
March 31, 2009, remaining flat on a constant currency basis as increases in interest costs on new debentures were offset by lower interest costs on senior secured term loans and related derivative instruments.



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##### Table of Contents

Loss on Derivative Instruments

The loss on derivative instruments was $10 million for the three months ended March 31, 2010 compared to a loss of $22 million for
the three months ended March 31, 2009. The loss in 2010 includes additional incremental losses associated with the change in fair value of certain of our interest rate swaps for which hedge accounting was discontinued in February 2009. The loss
in 2009 resulted primarily from $19 million of losses attributable to movements in the Euro relative to the U.S. Dollar associated with a foreign currency swap derivative instrument, which was terminated in March 2009.

Foreign Currency Exchange Transaction Gains, Net

Foreign currency exchange transaction gains, net, represent the net gain or loss on revaluation of external debt, intercompany loans and
other receivables and payables. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, particularly the Euro. The average U.S. Dollar to Euro exchange rate was $1.39
to 1.00 and $1.31 to 1.00 for the three months ended March 31, 2010 and 2009, respectively.

Foreign currency
exchange resulted in an $78 million gain for the three months ended March 31, 2010 compared to a $77 million gain for the three months ended March 31, 2009. The gains resulted primarily from the fluctuation in the value of the
U.S. Dollar against the Euro applied to certain of our Euro denominated senior secured term loans and debenture loans as well as fluctuations in certain currencies including the Euro and Canadian Dollar associated with a portion of our
intercompany loan portfolio.

Other Income/(Expense), Net

Other income, net was $9 million for the three months ended March 31, 2010 as compared to a net expense of $2 million for the three
months ended March 31, 2009. The 2010 amount is comprised of gains attributable to business divestitures while the 2009 amount primarily includes net charges associated with the purchase and cancellation of GBP 250 million 5.625% EMTN
debenture notes offset in part by net gains associated with business divestitures.

Income from Continuing Operations Before Income Taxes
and Equity in Net (Loss)/Income of Affiliates

Income from continuing operations before income taxes, and equity in net
(loss)/income of affiliates was $48 million for the three months ended March 31, 2010 compared to $6 million for the three months ended March 31, 2009. The fluctuation in results primarily reflects increased operating performance as well
as increased foreign exchange transaction gains.



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##### Table of Contents

Benefit for Income Taxes

The effective tax rate for the three months ended March 31, 2010 was a benefit of 2%. The tax benefit was significantly different
from the statutory expense rate primarily due to the favorable effect of certain foreign exchange gains and financing activities.

We incurred no consolidated tax expense or benefit for the three months ended March 31, 2009 primarily as a result of the favorable
effect of certain foreign exchange gains and the impact of the tax rate differences in other jurisdictions where we file tax returns, partially offset by the change in contingencies and interest on unrecognized income tax benefits.

Liabilities for unrecognized income tax benefits totaled $129 million as of March 31, 2010 and December 31, 2009. If our tax
positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce our effective tax rate in future periods.

We file numerous consolidated and separate income tax returns in the U.S. Federal jurisdiction and in many state and foreign
jurisdictions. With few exceptions, we are no longer subject to U.S. Federal income tax examinations for 2005 and prior periods. In addition, we have subsidiaries in various states, provinces and countries that are currently under audit for years
ranging from 1997 through 2008.

The IRS also commenced examinations of certain of our U.S. Federal income tax returns for
2006 and 2007 in the first quarter of 2009. We are also under Canadian audit for the years 2006 and 2007. It is anticipated that all examinations will be completed within the next twelve months. To date, we are not aware of any material adjustments
not already accrued related to any of the current Federal, state or foreign audits under examination.

Discontinued Operations

For the three months ended March 31, 2010, loss from discontinued operations, net of tax was $5 million compared to a
$4 million loss for the three months ended March 31, 2009. Discontinued operations primarily relate to our Publications operating segment and the loss for the three months ended March 31, 2010 includes a net loss on sale of $3 million
associated with these divestitures.

Business Segment Results for the Three Months Ended March 31, 2010 Compared to the Three Months
Ended March 31, 2009

Revenues

The table below sets forth our segment revenue performance data for the three months ended March 31, 2010 compared to the three
months ended March 31, 2009, both on an as-reported and constant currency basis. In order to determine the percentage change in revenue on a constant currency basis, we remove the positive and negative impacts of changes in foreign currency
exchange rates:



|                           |  |                                  |       |                                  |   |                                 |  |      |                                          |  |       |   
|-------------------------- |  | -------------------------------- | ----- | -------------------------------- | - | ------------------------------- |  | ---- | ---------------------------------------- |  | ----- | --
|(IN MILLIONS)              |  | Three monthsendedMarch 
31, 2010 |       | Three monthsendedMarch 
31, 2009 |   | % Variance2010 vs. 2009Reported |  |      | % Variance2010 vs. 2009Constant Currency | 
|Revenues by segment        |  |                                  |       |                                  |   |                                 |  |      |                                          |  |       |   
|Watch                      |  | $                                | 405   |                                  | $ | 393                             |  | 3.1  | %                                        |  | 0.5   | % 
|Buy                        |  |                                  | 742   |                                  |   | 655                             |  | 13.3 | %                                        |  | 6.5   | % 
|Expositions                |  |                                  | 49    |                                  |   | 54                              |  | (9.7 | )%                                       |  | (10.1 | )%
|Corporate and eliminations |  |                                  |      |                                  |   |                                |  | n/a  |                                          |  | n/a   |   
|                           |  |                                  |       |                                  |   |                                 |  |      |                                          |  |       |   
|Total                      |  | $                                | 1,196 |                                  | $ | 1,102                           |  | 8.5  | %                                        |  | 3.6   | % 
|                           |  |                                  |       |                                  |   |                                 |  |      |                                          |  |       |   

Watch Segment Revenues

Revenues increased 3.1% to $405 million for the three months ended March 31, 2010 from $393 million for the three months ended
March 31, 2009. Revenues were relatively flat on a constant currency basis as growth in North American television measurement, Online and Mobile and studio analytical services was substantially offset by declines in international television
measurement and advertiser services primarily resulting from certain planned market closures and reductions in discretionary customer spending.

Buy Segment Revenues

Revenues from our Information Services business increased 9.7% to $539 million for the three months ended March 31, 2010 from $492
million for the three months ended March 31, 2009. Revenues grew 2.4% on a constant currency basis driven by growth in Developing Markets as a result of continued expansion of both our retail measurement and consumer panel services. Revenue
from Developed Markets was relatively flat year over year as slight growth in North America, Western Europe and Japan was offset by the impact of a divestiture within our box office scanning business.



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Revenues from our Insights Services business increased 24.2% to $203 million for the three
months ended March 31, 2010 from $163 million for the three months ended March 31, 2009. Revenues grew 18.9% on a constant currency basis driven by strong growth in both Developed and Developing Markets due to increases in customer
spending on modeling and forecasting analytical services for new customer products and the impact of acquisitions.

Expositions Segment
Revenues

Revenues for the three months ended March 31, 2010 were $49 million, a decrease of 9.7% versus $54 million
for the three months ended March 31, 2009. Revenues decreased 10.1% on a constant currency basis primarily as a result of the impact of a divestiture in the first quarter of 2009 as well as declines in exhibitor attendance.

Operating Income/(Loss)

The table below sets forth comparative supplemental operating income data for the three months ended March 31, 2010 and 2009, both on
an as reported and adjusted basis, adjusting for those items affecting operating income/(loss), as described above on page 25 within the Consolidated Results commentary. Adjusted operating income/(loss) is a non-GAAP measure and is presented to
illustrate the effect of restructuring and impairment charges and, where noted, certain other items on reported operating income/(loss), which we consider to be unusual in nature. Adjusted operating income/(loss) is not a presentation made in
accordance with GAAP, and our use of this term may vary from others in our industry. Adjusted operating income/(loss) should not be considered as an alternative to operating income/(loss) or net income/(loss), or any other performance measures
derived in accordance with GAAP as measures of operating performance.



|                                  |  |                                |     |   |                                |   |    |                                |  |   |     |  
|--------------------------------- |  | ------------------------------ | --- | - | ------------------------------ | - | -- | ------------------------------ |  | - | --- | -
|THREE MONTHS ENDED MARCH 31, 2010 |  | ReportedOperatingIncome/(Loss) |     |   | Restructuring(Credits)/Charges |   |    | AdjustedOperatingIncome/(Loss) | 
|Operating Income                  |  |                                |     |   |                                |   |    |                                |  |   |     |  
|Watch                             |  | $                              | 71  |   |                                | $ | (1 | )                              |  | $ | 70  |  
|Buy                               |  |                                | 62  |   |                                |   | 2  |                                |  |   | 64  |  
|Expositions                       |  |                                | 18  |   |                                |   | 1  |                                |  |   | 19  |  
|Corporate and Eliminations        |  |                                | (19 | ) |                                |   | 1  |                                |  |   | (18 | )
|                                  |  |                                |     |   |                                |   |    |                                |  |   |     |  
|Total Nielsen                     |  | $                              | 132 |   |                                | $ | 3  |                                |  | $ | 135 |  
|                                  |  |                                |     |   |                                |   |    |                                |  |   |     |  



|                                  |  |                                |     |   |                      |   |                                |  |   |     |  
|--------------------------------- |  | ------------------------------ | --- | - | -------------------- | - | ------------------------------ |  | - | --- | -
|THREE MONTHS ENDED MARCH 31, 2009 |  | ReportedOperatingIncome/(Loss) |     |   | RestructuringCharges |   | AdjustedOperatingIncome/(Loss) | 
|Operating Income                  |  |                                |     |   |                      |   |                                |  |   |     |  
|Watch                             |  | $                              | 66  |   |                      | $ |                               |  | $ | 66  |  
|Buy                               |  |                                | 47  |   |                      |   | 3                              |  |   | 50  |  
|Expositions                       |  |                                | 14  |   |                      |   | 1                              |  |   | 15  |  
|Corporate and Eliminations        |  |                                | (15 | ) |                      |   | 1                              |  |   | (14 | )
|                                  |  |                                |     |   |                      |   |                                |  |   |     |  
|Total Nielsen                     |  | $                              | 112 |   |                      | $ | 5                              |  | $ | 117 |  
|                                  |  |                                |     |   |                      |   |                                |  |   |     |  

Watch.Adjusted operating income for the three months ended March 31, 2010 was $70 million
compared to adjusted operating income of $66 million for the three months ended March 31, 2009, an increase of 3.3% on a constant currency basis due primarily to North American television measurement and studio analytical services revenue
performance as well as cost savings effects of the Transformation Initiative and other productivity and cost savings initiatives. These increases were offset, in part, by higher volume related variable costs within North American television.

Buy.Adjusted operating income for the three months ended March 31, 2010 was $64 million compared to adjusted
operating income of $50 million for the three months ended March 31, 2009, an increase of 14.9% on a constant currency basis due to strong revenue performance in Insights services as well as cost savings effects of the Transformation Initiative
and other productivity initiatives, primarily in Developed Markets, which offset volume related increases in Developing Markets.

Expositions.Adjusted operating income for the three months ended March 31, 2010 was $19 million compared to adjusted
operating income of $15 million for the three months ended March 31, 2009, an increase of 32.7% on a constant currency basis. The increase is due to the impact of cost savings from productivity initiatives.



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Corporate and Eliminations. Adjusted operating loss for the three months ended
March 31, 2010 was $18 million compared to adjusted operating income of $14 million for the three months ended March 31, 2009, an increase in operating loss due primarily to increases in global infrastructure costs.

Liquidity and Capital Resources

Overview

Our contractual
obligations, commitments and debt service requirements over the next several years are significant. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash. At March 31, 2010, cash and cash
equivalents were $408 million and our total indebtedness was $8,573 million. In addition, we also had $668 million available for borrowing under our senior secured revolving credit facility at March 31, 2010.

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, 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. During the fourth quarter of 2009 and the first quarter of 2010 we made voluntary permanent repayments of $100 million on our existing term loans due August 2013. It is
possible that continued changes to global economic conditions could adversely affect our cash flows through increased interest costs or our ability to obtain external financing or to refinance existing indebtedness.

Pursuant to our senior secured credit facilities, commencing in 2008, we are subject to making mandatory prepayments on the term loans
within our senior secured credit facilities 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 defined below), 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. In 2009 our operations realized ECF, but no mandatory repayment was
required due to our making voluntary repayments in the course of the year and our year-end total net debt to Covenant EBITDA ratio. Our next ECF measurement date will occur upon completion of the 2010 results, and therefore it is uncertain at this
time if we will be required to make any corresponding mandatory prepayments in early 2011.

Financing Transactions

On March 9, 2010, Nielsen entered into a three-year interest swap to fix the LIBOR-related portion of interest rates for $250 million
of the Companys variable-rate debt at 1.69%. This swap replaced the $500 million notional amount interest rate swap that matured on February 9, 2010. This derivative instrument has been designated as an interest rate cash flow hedge.

In March 2009, we purchased and cancelled approximately GBP 101 million of our total GBP 250 million outstanding
5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby the Company paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued
interest. In conjunction with the GBP note cancellation we satisfied, and paid in cash, a portion of the remarketing settlement value associated with the cancelled notes to the two holders of a remarketing option associated with the notes. In
addition, we unwound a portion of our existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. The net cash paid for the combined elements of this transaction was approximately $197 million. We
completed a tender offer for the remaining outstanding debenture notes in June 2009.

In February 2009, we entered into two
three-year forward interest rate swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of our variable-rate debt at an average rate of 2.47%. The commencement
date of the interest rate swaps coincided with a $1 billion notional amount interest rate swap maturity that was entered into in November 2006. These derivative instruments have been designated as interest rate cash flow hedges.

In January 2009, we issued $330 million in aggregate principal amount of 11.625% Senior Notes due 2014 at an issue price of $297 million
with cash proceeds of approximately $290 million net of fees and expenses.

Cash Flows

Operating activities. Net cash used in operating activities was $28 million for the three months ended March 31, 2010,
compared to $36 million for the three months ended March 31, 2009. The primary driver for the reduction in the usage of cash from operating activities was the growth in business income offset by the reduction in working capital performance as
well as slightly higher interest payments.



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Investing activities. Net cash used in investing activities was $32 million for the
three months ended March 31, 2010, compared to $88 million for the three months ended March 31, 2009. The primary driver for the reduction in the usage of cash from investing activities was the proceeds from business divestitures in 2010,
lower acquisition payments and lower capital expenditures.

Capital expenditures for property, plant, equipment, software and
other assets totaled $53 million for the three months ended March 31, 2010 versus $64 million for the three months ended March 31, 2009. The primary reasons for the decrease in capital expenditures related to lower spending on the Local
People Meter expansion by North American television and lower spending on software purchases and development.

Financing
activities. Net cash used in financing activities was $32 million for the three months ended March 31, 2010 as compared to net cash provided by financing activities of $83 million for the three months ended March 31, 2009. The lower
source of cash was driven by the results of the financing transactions described under the Use of Proceeds of Transactions and other Financing Transactionssection above.

Covenant EBITDA

Our
senior secured credit facility contains a covenant that requires our wholly-owned subsidiary Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a maximum ratio of consolidated total net debt, excluding Nielsen net debt, to
Covenant EBITDA of 10.0 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility). For test periods commencing:



| | (1) | between October 1, 2008 and September 30, 2009, the maximum ratio is 8.75 to 1.0;
| | --- | ---------------------------------------------------------------------------------



| | (2) | between October 1, 2009 and September 30, 2010, the maximum ratio is 8.0 to 1.0;
| | --- | --------------------------------------------------------------------------------



| | (3) | between October 1, 2010 and September 30, 2011, the maximum ratio is 7.5 to 1.0;
| | --- | --------------------------------------------------------------------------------



| | (4) | between October 1, 2011 and September 30, 2012, the maximum ratio is 7.0 to 1.0; and,
| | --- | -------------------------------------------------------------------------------------



| | (5) | after October 1, 2012, the maximum ratio is 6.25 to 1.0.
| | --- | --------------------------------------------------------

In addition, our senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted
subsidiaries to maintain a minimum ratio of Covenant EBITDA to Consolidated Interest Expense of 1.25 to 1.0, including Nielsen interest expense, calculated for the trailing four quarters (as determined under our senior secured credit facility). For
test

periods commencing:



| | (1) | between October 1, 2008 and September 30, 2009 the minimum ratio requirement was 1.50 to 1.0;
| | --- | ---------------------------------------------------------------------------------------------



| | (2) | between October 1, 2009 and September 30, 2010 the minimum ratio requirement is 1.65 to 1.0;
| | --- | --------------------------------------------------------------------------------------------



| | (3) | between October 1, 2010 and September 30, 2011 the minimum ratio requirement is 1.75 to 1.0;
| | --- | --------------------------------------------------------------------------------------------



| | (4) | between October 1, 2011 and September 30, 2012, the minimum ratio is 1.60 to 1.0; and,
| | --- | --------------------------------------------------------------------------------------



| | (5) | after October 1, 2012, the minimum ratio is 1.50 to 1.0.
| | --- | --------------------------------------------------------

Failure to comply with either of these covenants would result in an event of default under our senior secured credit facility unless
waived by our senior credit lenders. An event of default under our senior credit facility can result in the acceleration of our indebtedness under the facility, which in turn would result in an event of default and possible acceleration of
indebtedness under the agreements governing our debt securities as well. As our failure to comply with the covenants described above can cause us to go into default under the agreements governing our indebtedness, management believes that our senior
secured credit facility and these covenants are material to us. As of March 31, 2010, we were in compliance with the covenants described above.

We also measure the ratio of secured net debt to Covenant EBITDA, as it impacts the applicable borrowing margin under our senior secured
term loans due 2013. During periods when the ratio is less than 4.25 to 1.0, the applicable margin is 25 basis points lower than it would be otherwise.

Covenant earnings before interest, taxes, depreciation and amortization (Covenant EBITDA) is a non-generally accepted
accounting principle (GAAP) measure used to determine our compliance with certain covenants contained in our senior secured credit facilities. Covenant EBITDA is defined in our senior secured credit facilities as net income/(loss) from
continuing operations, as adjusted for the items summarized in the table below. Covenant EBITDA is not a presentation made in accordance with GAAP, and our use of the term Covenant EBITDA varies from others in our industry due to the potential
inconsistencies in the method of calculation and differences due to items subject to interpretation. Covenant EBITDA should not be considered as an alternative to net income/(loss), operating income or any other performance measures derived in
accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Covenant 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.



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For example, Covenant EBITDA:



| |  |  | excludes income tax payments;
| | - |  | -----------------------------



| |  |  | does not reflect any cash capital expenditure requirements;
| | - |  | -----------------------------------------------------------



| |  |  | does not reflect changes in, or cash requirements for, our working capital needs;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | does not reflect management fees payable to the Sponsors;
| | - |  | ---------------------------------------------------------



| |  |  | does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our new senior secured credit facility may
consider not to be indicative of our ongoing operations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In particular, our definition of Covenant EBITDA
allows us to add back certain non-cash and non-recurring charges that are deducted in determining net income. However, these are expenses that may recur, vary greatly, and are difficult to predict. They can represent the effect of long-term
strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.

Because of these limitations we rely primarily on our GAAP results. However, we believe that the inclusion of supplementary adjustments
to EBITDA applied in presenting Covenant EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our future financing covenants.

The following is a reconciliation of our income/(loss) from continuing operations, for the three and twelve months ended March 31,
2010, to Covenant EBITDA as defined above under our senior secured credit facilities:



|                                                         |  |                                  |     |   |                                   |   |       |  
|-------------------------------------------------------- |  | -------------------------------- | --- | - | --------------------------------- | - | ----- | -
|                                                         |  | Covenant
EBITDA(unaudited)       |    
|(IN MILLIONS)                                            |  | Three months endedMarch 31, 2010 |     |   | Twelve months endedMarch 31, 2010 |  
|Income/(loss) from continuing operations                 |  | $                                | 47  |   |                                   | $ | (389  | )
|Interest expense, net                                    |  |                                  | 161 |   |                                   |   | 639   |  
|Benefit for income taxes                                 |  |                                  | (1  | ) |                                   |   | (196  | )
|Depreciation and amortization                            |  |                                  | 141 |   |                                   |   | 568   |  
|                                                         |  |                                  |     |   |                                   |   |       |  
|EBITDA                                                   |  |                                  | 348 |   |                                   |   | 622   |  
|Non-cash
charges(1)                                      |  |                                  | 4   |   |                                   |   | 537   |  
|Unusual or non-recurring
items(2)                        |  |                                  | (71 | ) |                                   |   | 83    |  
|Restructuring charges and business optimization costs(3) |  |                                  | 8   |   |                                   |   | 72    |  
|Sponsor monitoring
fees(4)                               |  |                                  | 3   |   |                                   |   | 12    |  
|Other(5)                                                 |  |                                  |    |   |                                   |   | 35    |  
|                                                         |  |                                  |     |   |                                   |   |       |  
|Covenant EBITDA                                          |  | $                                | 292 |   |                                   | $ | 1,361 |  
|                                                         |  |                                  |     |   |                                   |   |       |  



|                                                                                              |  |   |        |  
|--------------------------------------------------------------------------------------------- |  | - | ------ | -
|Credit Statistics:                                                                            |  |   |        |  
|Current portion of long term debt, capital lease obligation and other short-term borrowings   |  | $ | 103    |  
|Non-current portion of long-term debt and capital lease and other obligations                 |  |   | 8,470  |  
|                                                                                              |  |   |        |  
|Total debt                                                                                    |  |   | 8,573  |  
|                                                                                              |  |   |        |  
|Cash and cash equivalents                                                                     |  |   | 408    |  
|Less: Additional deduction per credit agreement                                               |  |   | 10     |  
|Less: Cash and cash equivalents of unrestricted subsidiaries                                  |  |   | 5      |  
|                                                                                              |  |   |        |  
|Cash and cash equivalents excluding cash of unrestricted subsidiaries/deduction               |  |   | 393    |  
|                                                                                              |  |   |        |  
|Net debt, including Nielsen net
debt(6)                                                       |  |   | 8,180  |  
|Less: Unsecured debenture loans                                                               |  |   | (3,368 | )
|Less: Other unsecured net debt                                                                |  |   | (6     | )
|                                                                                              |  |   |        |  
|Secured net
debt(7)                                                                           |  | $ | 4,806  |  
|                                                                                              |  |   |        |  
|Net debt, excluding $397 million (at March 31, 2010) of Nielsen net
debt(8)                   |  | $ | 7,783  |  
|Ratio of secured net debt to Covenant EBITDA                                                  |  |   | 3.53   |  
|Ratio of net debt (excluding Nielsen net debt) to Covenant
EBITDA(9)                          |  |   | 5.72   |  
|Consolidated interest expense, including Nielsen interest
expense(10)                         |  |   | 516    |  
|Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense |  |   | 2.64   |  



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##### Table of Contents

| | (1) | Consists of non-cash items that are permitted adjustments in calculating covenant compliance under the senior secured credit facility, primarily goodwill and intangible
asset impairment and share-based compensation.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Unusual or non-recurring items include (amounts in millions):
| | --- | -------------------------------------------------------------



|                                                                                      |  |                                 |     |   |                                   |   |   
|------------------------------------------------------------------------------------- |  | ------------------------------- | --- | - | --------------------------------- | - | --
|                                                                                      |  | Three monthsendedMarch 31, 2010 |     |   | Twelve monthsendedMarch 
31, 2010
|Currency exchange rate differences on financial transactions and other losses,
net(a) |  | $                               | (87 | ) |                                   | $ | 6 
|Loss on derivative Instruments                                                        |  |                                 | 10  |   |                                   |   | 48
|Duplicative running
costs(b)                                                          |  |                                 | 1   |   |                                   |   | 10
|U.S. listing costs/consulting fees                                                    |  |                                 | 2   |   |                                   |   | 6 
|Other(c)                                                                              |  |                                 | 3   |   |                                   |   | 13
|                                                                                      |  |                                 |     |   |                                   |   |   
|Total                                                                                 |  | $                               | (71 | ) |                                   | $ | 83
|                                                                                      |  |                                 |     |   |                                   |   |   



| | (a) | Represents foreign exchange gains or losses on revaluation of external debt and intercompany loans and other non-operating gains or losses.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Represents the costs incurred in Europe as a result of the parallel running of data factory systems expected to be eliminated. Also includes duplicative Transformation
Initiative running costs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Includes other unusual or non-recurring items that are required or permitted adjustments in calculating covenant compliance under the senior secured credit facility.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Restructuring charges and business optimization costs (including costs associated with Transformation Initiative), severance and relocation costs.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Represents the annual Sponsor monitoring fees.
| | --- | ----------------------------------------------



| | (5) | These adjustments include the pro forma EBITDA impact of businesses that were acquired during the last twelve months, loss on sale of fixed assets, subsidiaries and
affiliates, dividends received from affiliates; equity in net loss of affiliates, and the exclusion of Covenant EBITDA attributable to unrestricted subsidiaries.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Net debt, including Nielsen net debt, is not a defined term under GAAP. Net debt is calculated as total debt less cash and cash equivalents at March 31, 2010
excluding a contractual $10 million threshold and cash and cash equivalents of unrestricted subsidiaries of $5 million.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | The net secured debt is the consolidated total net debt that is secured by a lien on any assets or property of a loan party or a restricted subsidiary.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Net debt, as defined, excluding $397 million of Nielsen net debt, is not a defined term under GAAP. Nielsen and our unrestricted subsidiaries are not subject to the
restrictive covenants contained in the senior secured credit facility, and Nielsens Senior Discount Notes are not considered obligations of any of Nielsens subsidiaries. Therefore, these notes will not be taken into account when
calculating the ratios under the senior secured credit facility.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | For the reasons discussed in footnote (8) above, the ratio of net debt (excluding Nielsens Senior Discount Notes) to Covenant EBITDA presented above does not
include $397 million of Nielsen net indebtedness.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | (10) | Consolidated interest expense is not a defined term under GAAP. Consolidated interest expense for any period is defined in our senior secured credit facility as the sum
of (i) the cash interest expense of Nielsen Holding and Finance B.V. and its subsidiaries with respect to all outstanding indebtedness, including all commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers acceptance and net costs under swap contracts, net of cash interest income, and (ii) any cash payments in respect of the accretion or accrual of discounted liabilities during such period related to borrowed money (with a maturity
of more than one year) that were amortized or accrued in a previous period, excluding, in each case, however, among other things, the amortization of deferred financing costs and any other amounts of non-cash interest, the accretion or accrual of
discounted liabilities during such period, commissions, discounts, yield and other fees and charges incurred in connection with certain permitted receivables financing and all non-recurring cash interest expense consisting of liquidated damages for
failure to timely comply with registration rights obligations and financing fees. Consolidated interest expense, including Nielsen interest expense, is calculated as total consolidated interest expense for the four consecutive fiscal quarter periods
ended on March 31, 2010, including $21 million of interest expense of Nielsen as follows:
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                       |  |   |    
|-------------------------------------------------------------------------------------- |  | - | ---
|(IN MILLIONS)                                                                          |  |  
|Cash Interest Expense                                                                  |  | $ | 499
|Less: Cash Interest Income                                                             |  |   | 6  
|                                                                                       |  |   |    
|Net Cash Interest Expense for the twelve months ended March 31, 2010                   |  |   | 493
|Plus: Pro Forma impact for acquisitions, divestitures and debt issuance and retirement |  |   | 23 
|                                                                                       |  |   |    
|Pro Forma Cash Interest Expense for the twelve months ended March 31, 2010             |  | $ | 516
|                                                                                       |  |   |    

See Liquidity and Capital Resources for further
information on our indebtedness and covenants.

Transactions with Sponsors and Other Related Parties

We recorded $3 million in selling, general and administrative expenses related to management fees, travel and consulting attributable to a
number of the Sponsors for both the three months ended March 31, 2010 and March 31, 2009.

At March 31, 2010,
accounts payable and other current liabilities include a $21 million payable to Valcon Acquisition Holdings, B.V. (Dutch Holdco), our penultimate parent, associated with certain Dutch Holdco tax liabilities.

Commitments and Contingencies

Sunbeam Television Corp.

Sunbeam Television Corp. (Sunbeam) filed a lawsuit in Federal District Court in Miami, Florida on April 30, 2009. The
lawsuit alleges that Nielsen Media Research, Inc. violated Federal and Florida state antitrust laws and Floridas unfair trade practices laws by attempting to maintain a monopoly and abuse its position in the market, and breached its contract
with Sunbeam by producing defective ratings data through its sampling methodology. The complaint did not specify the amount of damages sought and also sought declaratory and equitable relief. After briefing and a hearing, by order dated
August 28, 2009, the court granted our motion to dismiss the complaint, with leave to amend the complaint. Sunbeam subsequently filed an amended complaint restating the same claims as contained in the original complaint; by order
dated January 11, 2010, the court granted our motion to dismiss the federal and state antitrust claims, as well as the state unfair trade practices claim, with leave to amend those claims, and denied our motion to dismiss the breach of
contract claim. Sunbeam subsequently filed a second amended complaint and we filed our answer to the second amended complaint on March 25, 2010. We continue to believe this lawsuit is without merit and intend to defend it vigorously.

Other Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business.

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.



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Summary of Recent Accounting Pronouncements

Consolidation

In January 2010, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Update
No. 2010-02 Consolidation Topic 810  Accounting and Reporting for Decreases in Ownership of a Subsidiary  a Scope Clarification, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP
to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to: (1) a subsidiary or group of assets that is a business; (2) a subsidiary that is a business that is transferred to an equity
method investee or joint venture and (3) an exchange of a group of assets that constitutes a business for a noncontrolling interest in an entity (including an equity method investee or joint venture). If a decrease in ownership occurs in a
subsidiary that is not a business, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP. If no other guidance exists, an entity should apply the guidance in
Subtopic 810-10. This guidance is effective for us retroactive to January 1, 2009, however, the guidance did not have an impact on previously issued consolidated financial statements and did not have a material impact on our condensed
consolidated financial statements as of March 31, 2010 or for the three months then ended.

In June 2009, the FASB issued
an update to ASC 810 - Consolidation. The update amends the consolidation guidance applicable to variable interest entities (VIE) and changes how a reporting entity evaluates whether an entity is considered the primary beneficiary of a
VIE and is therefore required to consolidate such VIE. ASC 810 will also require assessments at each reporting period of which party within the VIE is considered the primary beneficiary and will require a number of new disclosures related to VIE.
ASC 810 is effective for fiscal years beginning after November 15, 2009. The adoption of this guidance, effective January 1, 2010, did not have a material impact on our condensed consolidated financial statements as of March 31, 2010
or for the three months then ended.

Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair
Value Measurements,amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years
beginning after December 15, 2010. We do not currently have fair value measurements within the Level 3 category and therefore the adoption did not have a material impact on our condensed consolidated financial statements as of March 31,
2010 or for the three months then ended.

Revenue Recognition

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangementsamending ASC 605. ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. ASU 2009-13 eliminates the residual method of revenue
allocation and requires revenue to be allocated using the relative selling price method. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We
are currently evaluating the impact of ASU 2009-13, but do not expect the adoption to have a material impact on our condensed consolidated financial statements.



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|Item 3. | 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. To manage the volatility relating to these
exposures, we historically entered into a variety of derivative financial instruments, mainly interest rate swaps, foreign currency swaps and forward rate agreements. Currently we only employ basic contracts, that is, without options, embedded or
otherwise. Our objective is 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 Risk

We operate globally and predominantly generate revenue and expenses in local currencies. Approximately 47% of our revenues and 46% of our
operating costs were generated in currencies other than the U.S. Dollar for the three months ended March 31, 2010. 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 three months ended March 31, 2010:



|                |  |              |   |  |      |   |  |                  |  
|--------------- |  | ------------ | - |  | ---- | - |  | ---------------- | -
|                |  | U.S. Dollars |   |  | Euro |   |  | Other Currencies |  
|Revenues        |  | 53           | % |  | 14   | % |  | 33               | %
|Operating costs |  | 54           | % |  | 15   | % |  | 31               | %

Based on the
twelve months ended December 31, 2009, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million annually, with an immaterial impact on operating income.

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. At March 31, 2010, we had
$4,689 million in carrying value of floating-rate debt under our senior secured credit facilities and our EMTN floating rate notes. A one percentage point increase in these floating rates would increase our annual interest expense by approximately
$47 million. In February 2009, we modified the reset interest rate underlying our senior secured term loan in order to achieve additional economic interest benefit and, as a result, all existing floating-to-fixed interest rate swap derivative
financial instruments became ineffective. All changes in fair value of the affected interest rate swaps are reflected as a component of derivative gains and losses within our consolidated statement of operations.

On March 9, 2010, we entered into a three-year interest swap to fix the LIBOR-related portion of interest rates for $250 million of
our variable-rate debt at 1.69%. This swap replaced the $500 million notional amount interest rate swap that matured on February 9, 2010. This derivative instrument has been designated as an interest rate cash flow hedge.

In February 2009, we entered into two three-year forward interest rate swap agreements with starting dates of November 9, 2009.
These agreements fix the LIBOR-related portion of interest rates for $500 million of our variable-rate debt at an average rate of 2.47%. The commencement date of the interest rate swaps coincided with the $1 billion notional amount interest rate
swap that matured on November 9, 2009. 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.



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##### Table of Contents

Equity Price Risk

We are not exposed to material equity risk.



|Item 4. | Controls and Procedures
|------- | -----------------------



|(a) | Evaluation of Disclosure Controls and Procedures
|--- | ------------------------------------------------

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

The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure
controls and procedures as of March 31, 2010 (the Evaluation Date). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures are effective 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) | Changes in Internal Control over Financial Reporting
|--- | ----------------------------------------------------

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

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Information in response to this Item is incorporated by reference to the information set forth in Note 12 Commitments and
Contingencies in the Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 above.



|Item 1A. | Risk Factors
|-------- | ------------

There have
been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Not applicable.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Not applicable.



|Item 4. | (Removed and Reserved)
|------- | ----------------------



|Item 5. | Other Information
|------- | -----------------

Not
applicable.



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|              |  |                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibits                                                                                                                                                
|              | 
|10.14(b)      |  | 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended and restated, effective February 25,
2010.
|              | 
|10.24(b)      |  | Form of Stock Option Agreement, dated as of February 25, 2010.                                                                                                         
|              | 
|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)          
|              | 
|99.1          |  | Unaudited Quarterly Financial Data and Quarterly Covenant EBITDA for Each of the Interim Periods in the Year Ended December 31, 2009, as Amended                       



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##### Table of Contents

SIGNATURES

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



|                     |  |                                                                                                        
|-------------------- |  | -------------------------------------------------------------------------------------------------------
|                     |  | The Nielsen Company B.V.
(Registrant)                                                                  
|                     | 
|Date: April 29, 2010 |  | /s/ Jeffrey R. Charlton                                                                                
|                     |  | Jeffrey R. Charlton                                                                                    
|                     |  | Senior Vice President and Corporate Controller
Duly Authorized Officer and Principal Accounting Officer



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##### Table of Contents

EXHIBITS



|              |  |                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibits                                                                                                                                                
|              | 
|10.14(b)      |  | 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended and restated, effective February 25,
2010.
|              | 
|10.24(b)      |  | Form of Stock Option Agreement, dated as of February 25, 2010.                                                                                                         
|              | 
|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)          
|              | 
|99.1          |  | Unaudited Quarterly Financial Data and Quarterly Covenant EBITDA for Each of the Interim Periods in the Year Ended December 31, 2009, as Amended                       



40