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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, 2011

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 March 31, 2011.









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##### Table of Contents

Table of 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 |  | 22  
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 33  
|         |  |                                                                                      
|Item 4.  |  | Controls and Procedures                                                               |  | 33  
|         |  |                                                                                      
|PART II. |  | OTHER INFORMATION                                                                     |  | 34  
|         |  |                                                                                      
|Item 1.  |  | Legal Proceedings                                                                     |  | 34  
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  | 34  
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 34  
|         |  |                                                                                      
|Item 3.  |  | Defaults Upon Senior Securities                                                       |  | 34  
|         |  |                                                                                      
|Item 4.  |  | (Removed and Reserved)                                                                |  | 34  
|         |  |                                                                                      
|Item 5.  |  | Other Information                                                                     |  | 34  
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  | 35  
|         |  |                                                                                      
|         |  | Signatures                                                                            |  | 37  



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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)                                                                                                   |  | 2011                         |       |   | 2010 |  
|Revenues                                                                                                        |  | $                            | 1,302 |   |      | $ | 1,196 |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                              | 549   |   |      |   | 520   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                              | 543   |   |      |   | 400   |  
|Depreciation and amortization                                                                                   |  |                              | 136   |   |      |   | 141   |  
|Restructuring charges                                                                                           |  |                              | 23    |   |      |   | 3     |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Operating income                                                                                                |  |                              | 51    |   |      |   | 132   |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Interest income                                                                                                 |  |                              | 1     |   |      |   | 1     |  
|Interest expense                                                                                                |  |                              | (136  | ) |      |   | (162  | )
|Loss on derivative instruments                                                                                  |  |                              | (1    | ) |      |   | (10   | )
|Foreign currency exchange transaction gains, net                                                                |  |                              | 7     |   |      |   | 78    |  
|Other (expense)/income, net                                                                                     |  |                              | (230  | ) |      |   | 9     |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates               |  |                              | (308  | ) |      |   | 48    |  
|Benefit for income taxes                                                                                        |  |                              | 134   |   |      |   | 1     |  
|Equity in net loss of affiliates                                                                                |  |                              | (2    | ) |      |   | (2    | )
|                                                                                                                |  |                              |       |   |      |   |       |  
|(Loss)/income from continuing operations                                                                        |  |                              | (176  | ) |      |   | 47    |  
|Loss from discontinued operations, net of tax                                                                   |  |                              | (1    | ) |      |   | (5    | )
|                                                                                                                |  |                              |       |   |      |   |       |  
|Net (loss)/income                                                                                               |  |                              | (177  | ) |      |   | 42    |  
|Less: net income attributable to noncontrolling interests                                                       |  |                              | 1     |   |      |   | 1     |  
|                                                                                                                |  |                              |       |   |      |   |       |  
|Net (loss)/income attributable to The Nielsen Company B.V.                                                      |  | $                            | (178  | ) |      | $ | 41    |  
|                                                                                                                |  |                              |       |   |      |   |       |  

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 31,2011 |        |   | December 31,2010 |  
|                                                                                                                                                   |  | (Unaudited)   |        |   |                  |  
|Assets:                                                                                                                                            |  |               |        |   |                  |   |        |  
|Current assets                                                                                                                                     |  |               |        |   |                  |   |        |  
|Cash and cash equivalents                                                                                                                          |  | $             | 391    |   |                  | $ | 418    |  
|Trade and other receivables, net of allowances for doubtful accounts and sales returns of $36 as of March 31, 2011 and $31
as of December 31, 2010 |  |               | 996    |   |                  |   | 1,014  |  
|Prepaid expenses and other current assets                                                                                                          |  |               | 250    |   |                  |   | 219    |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total current assets                                                                                                                               |  |               | 1,637  |   |                  |   | 1,651  |  
|Non-current assets                                                                                                                                 |  |               |        |   |                  |   |        |  
|Property, plant and equipment, net                                                                                                                 |  |               | 586    |   |                  |   | 599    |  
|Goodwill                                                                                                                                           |  |               | 7,242  |   |                  |   | 7,096  |  
|Other intangible assets, net                                                                                                                       |  |               | 4,610  |   |                  |   | 4,607  |  
|Deferred tax assets                                                                                                                                |  |               | 222    |   |                  |   | 61     |  
|Other non-current assets                                                                                                                           |  |               | 377    |   |                  |   | 411    |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total assets                                                                                                                                       |  | $             | 14,674 |   |                  | $ | 14,425 |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Liabilities and equity:                                                                                                                            |  |               |        |   |                  |   |        |  
|Current liabilities                                                                                                                                |  |               |        |   |                  |   |        |  
|Accounts payable and other current liabilities                                                                                                     |  | $             | 913    |   |                  | $ | 990    |  
|Deferred revenues                                                                                                                                  |  |               | 447    |   |                  |   | 452    |  
|Income tax liabilities                                                                                                                             |  |               | 78     |   |                  |   | 73     |  
|Current portion of long-term debt, capital lease obligations and short-term borrowings                                                             |  |               | 149    |   |                  |   | 94     |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total current liabilities                                                                                                                          |  |               | 1,587  |   |                  |   | 1,609  |  
|Non-current liabilities                                                                                                                            |  |               |        |   |                  |   |        |  
|Long-term debt and capital lease obligations                                                                                                       |  |               | 6,762  |   |                  |   | 8,464  |  
|Deferred tax liabilities                                                                                                                           |  |               | 934    |   |                  |   | 942    |  
|Other non-current liabilities                                                                                                                      |  |               | 550    |   |                  |   | 520    |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total liabilities                                                                                                                                  |  |               | 9,833  |   |                  |   | 11,535 |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Commitments and contingencies (Note 12)                                                                                                            |  |               |        |   |                  |   |        |  
|Equity:                                                                                                                                            |  |               |        |   |                  |   |        |  
|Stockholders equity                                                                                                                               |  |               |        |   |                  |   |        |  
|7% preferred stock, 8.00 par value, 150,000 shares authorized, issued and outstanding                                                             |  |               | 1      |   |                  |   | 1      |  
|Common stock, 0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at both March 31, 2011 and
December 31, 2010            |  |               | 58     |   |                  |   | 58     |  
|Additional paid-in capital                                                                                                                         |  |               | 6,452  |   |                  |   | 4,373  |  
|Accumulated deficit                                                                                                                                |  |               | (1,643 | ) |                  |   | (1,465 | )
|Accumulated other comprehensive loss, net of income taxes                                                                                          |  |               | (38    | ) |                  |   | (86    | )
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total Nielsen stockholders equity                                                                                                                 |  |               | 4,830  |   |                  |   | 2,881  |  
|Noncontrolling interests                                                                                                                           |  |               | 11     |   |                  |   | 9      |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total equity                                                                                                                                       |  |               | 4,841  |   |                  |   | 2,890  |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  
|Total liabilities and equity                                                                                                                       |  | $             | 14,674 |   |                  | $ | 14,425 |  
|                                                                                                                                                   |  |               |        |   |                  |   |        |  

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



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The Nielsen Company B.V.

Condensed Consolidated Statements of Cash Flows (Unaudited)



|                                                                                                |  |                             |        |   |      |   |      |  
|----------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ---- | -
|                                                                                                |  | Three Months EndedMarch 31, |       
|(IN MILLIONS)                                                                                   |  | 2011                        |        |   | 2010 |  
|Operating Activities                                                                            |  |                             |        |   |      |   |      |  
|Net (loss)/income                                                                               |  | $                           | (177   | ) |      | $ | 42   |  
|Adjustments to reconcile net (loss)/income to net cash used in operating activities:            |  |                             |        |   |      |   |      |  
|Stock-based compensation expense                                                                |  |                             | 4      |   |      |   | 5    |  
|Loss on sale of discontinued operations, net of tax                                             |  |                             |       |   |      |   | 3    |  
|Currency exchange rate differences on financial transactions and other gains                    |  |                             | (8     | ) |      |   | (87  | )
|Loss on extinguishment of debt                                                                  |  |                             | 231    |   |      |   |     |  
|Loss on derivative instruments                                                                  |  |                             | 1      |   |      |   | 10   |  
|Equity in net loss of affiliates, net of dividends received                                     |  |                             | 6      |   |      |   | 5    |  
|Depreciation and amortization                                                                   |  |                             | 136    |   |      |   | 141  |  
|Changes in operating assets and liabilities, net of effect of businesses acquired and divested: |  |                             |        |   |      |   |      |  
|Trade and other receivables, net                                                                |  |                             | 57     |   |      |   | 25   |  
|Prepaid expenses and other current assets                                                       |  |                             | (24    | ) |      |   | (11  | )
|Accounts payable and other current liabilities and deferred revenues                            |  |                             | (158   | ) |      |   | (137 | )
|Other non-current liabilities                                                                   |  |                             | 2      |   |      |   | (8   | )
|Interest payable                                                                                |  |                             | 43     |   |      |   | 14   |  
|Income taxes                                                                                    |  |                             | (167   | ) |      |   | (30  | )
|                                                                                                |  |                             |        |   |      |   |      |  
|Net cash used in operating activities                                                           |  |                             | (54    | ) |      |   | (28  | )
|                                                                                                |  |                             |        |   |      |   |      |  
|Investing Activities                                                                            |  |                             |        |   |      |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired                                |  |                             | (60    | ) |      |   | (14  | )
|Proceeds from sale of subsidiaries and affiliates, net                                          |  |                             |       |   |      |   | 29   |  
|Additions to property, plant and equipment and other assets                                     |  |                             | (20    | ) |      |   | (26  | )
|Additions to intangible assets                                                                  |  |                             | (32    | ) |      |   | (27  | )
|Other investing activities                                                                      |  |                             | (1     | ) |      |   | 6    |  
|                                                                                                |  |                             |        |   |      |   |      |  
|Net cash used in investing activities                                                           |  |                             | (113   | ) |      |   | (32  | )
|                                                                                                |  |                             |        |   |      |   |      |  
|Financing Activities                                                                            |  |                             |        |   |      |   |      |  
|Contributions from parent                                                                       |  |                             | 2,076  |   |      |   |     |  
|Repayment of debt                                                                               |  |                             | (1,751 | ) |      |   | (28  | )
|Increase/(decrease) in other short-term borrowings                                              |  |                             | 12     |   |      |   | (3   | )
|Other financing activities including debt extinguishment costs                                  |  |                             | (212   | ) |      |   | (1   | )
|                                                                                                |  |                             |        |   |      |   |      |  
|Net cash provided by/(used in) financing activities                                             |  |                             | 125    |   |      |   | (32  | )
|                                                                                                |  |                             |        |   |      |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents                                    |  |                             | 15     |   |      |   | (11  | )
|                                                                                                |  |                             |        |   |      |   |      |  
|Net decrease in cash and cash equivalents                                                       |  |                             | (27    | ) |      |   | (103 | )
|Cash and cash equivalents at beginning of period                                                |  |                             | 418    |   |      |   | 511  |  
|                                                                                                |  |                             |        |   |      |   |      |  
|Cash and cash equivalents at end of period                                                      |  | $                           | 391    |   |      | $ | 408  |  
|                                                                                                |  |                             |        |   |      |   |      |  
|Supplemental Cash Flow Information                                                              |  |                             |        |   |      |   |      |  
|Cash paid for income taxes                                                                      |  | $                           | (31    | ) |      | $ | (27  | )
|Cash paid for interest, net of amounts capitalized                                              |  | $                           | (93    | ) |      | $ | (147 | )

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 B.V. (Nielsen or the Company), together with its subsidiaries, is a leading global information and measurement company that provides clients with a
comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into three reporting segments: What Consumers Buy (Buy), What Consumers Watch (Watch) and Expositions. Nielsen has a presence in approximately
100 countries, with its headquarters located in Diemen, the Netherlands and New York, USA. Nielsens parent company, Valcon Acquisition B.V. (Valcon), is a wholly-owned subsidiary of Nielsen Holdings N.V. (Holdings).

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, 2010. All amounts are presented in U.S. Dollars ($), except for share data or where expressly stated as being in other currencies, e.g., Euros (). The condensed consolidated
financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to March 31, 2011 for potential recognition or disclosure in the condensed
consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.

2. Summary of Recent Accounting Pronouncements

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 was effective as of January 1, 2011 for revenue arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. The adoption of ASU 2009-13 did not have a material impact on the Companys condensed consolidated financial statements as of March 31, 2011 or for the three months then ended.

3. Business Acquisitions

For the three months ended March 31, 2011, Nielsen paid cash consideration of $60 million associated with both current period and
previously executed acquisitions, net of cash acquired. Had the current period acquisition occurred as of January 1, 2011, the impact on Nielsens consolidated results of operations would not have been material.

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. Had that periods acquisitions occurred as of January 1, 2010, the impact on Nielsens consolidated results of operations would not have been material.

4. Business Divestitures

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.



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Summarized results of operations for discontinued operations are as follows:



|                                         |  |                             |    |   |      |   |    |  
|---------------------------------------- |  | --------------------------- | -- | - | ---- | - | -- | -
|                                         |  | Three Months EndedMarch 31, |   
|(IN MILLIONS)                            |  | 2011                        |    |   | 2010 |  
|Revenues                                 |  | $                           |   |   |      | $ | 7  |  
|Operating loss                           |  |                             | (2 | ) |      |   | (4 | )
|Loss from operations before income taxes |  |                             | (2 | ) |      |   | (4 | )
|Benefit for income taxes                 |  |                             | 1  |   |      |   | 2  |  
|                                         |  |                             |    |   |      |   |    |  
|Loss from operations                     |  |                             | (1 | ) |      |   | (2 | )
|Loss on sale, net of tax                 |  |                             |   |   |      |   | (3 | )
|                                         |  |                             |    |   |      |   |    |  
|Loss from discontinued operations        |  | $                           | (1 | ) |      | $ | (5 | )
|                                         |  |                             |    |   |      |   |    |  

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, 2011.



|                                                          |  |     |       |  |       |   |       |             |  |   |       |  |  |   |       | 
|--------------------------------------------------------- |  | --- | ----- |  | ----- | - | ----- | ----------- |  | - | ----- |  |  | - | ----- | 
|(IN MILLIONS)                                             |  | Buy |       |  | Watch |   |       | Expositions |  |   | Total | 
|Balance, December 31, 2010                                |  | $   | 3,104 |  |       | $ | 3,432 |             |  | $ | 560   |  |  | $ | 7,096 | 
|Acquisitions, divestitures and purchase price adjustments |  |     | 63    |  |       |   |      |             |  |   |      |  |  |   | 63    | 
|Effect of foreign currency translation                    |  |     | 75    |  |       |   | 8     |             |  |   |      |  |  |   | 83    | 
|                                                          |  |     |       |  |       |   |       |             |  |   |       |  |  |   |       | 
|Balance, March 31, 2011                                   |  | $   | 3,242 |  |       | $ | 3,440 |             |  | $ | 560   |  |  | $ | 7,242 | 
|                                                          |  |     |       |  |       |   |       |             |  |   |       |  |  |   |       | 

At March 31, 2011, $187 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets



|                              |               |               |       |                  |                          |   |               |  |  |                  |        |   |  |   |        |  
|----------------------------- | ------------- | ------------- | ----- | ---------------- | ------------------------ | - | ------------- |  |  | ---------------- | ------ | - |  | - | ------ | -
|(IN MILLIONS)                 |               | Gross Amounts |       |                  | Accumulated Amortization |  
|                              | March 31,2011 |               |       | December 31,2010 |                          |   | March 31,2011 |  |  | December 31,2010 |       
|Indefinite-lived intangibles: |               |               |       |                  |                          |   |               |  |  |                  |        |   |  |   |        |  
|Trade names and trademarks    |               | $             | 1,921 |                  |                          | $ | 1,921         |  |  | $                |       |   |  | $ |       |  
|                              |               |               |       |                  |                          |   |               |  |  |                  |        |   |  |   |        |  
|Amortized intangibles:        |               |               |       |                  |                          |   |               |  |  |                  |        |   |  |   |        |  
|Trade names and trademarks    |               | $             | 111   |                  |                          | $ | 110           |  |  | $                | (31    | ) |  | $ | (29    | )
|Customer-related intangibles  |               |               | 2,841 |                  |                          |   | 2,789         |  |  |                  | (656   | ) |  |   | (617   | )
|Covenants-not-to-compete      |               |               | 22    |                  |                          |   | 22            |  |  |                  | (20    | ) |  |   | (20    | )
|Computer software             |               |               | 988   |                  |                          |   | 952           |  |  |                  | (592   | ) |  |   | (551   | )
|Patents and other             |               |               | 64    |                  |                          |   | 64            |  |  |                  | (38    | ) |  |   | (34    | )
|                              |               |               |       |                  |                          |   |               |  |  |                  |        |   |  |   |        |  
|Total                         |               | $             | 4,026 |                  |                          | $ | 3,937         |  |  | $                | (1,337 | ) |  | $ | (1,251 | )
|                              |               |               |       |                  |                          |   |               |  |  |                  |        |   |  |   |        |  

The amortization expense for the three months ended March 31, 2011 and 2010 was $79 million and $85
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)                                                           |  | Total Initiatives |    
|Balance at December 31, 2010                                            |  | $                 | 65  |  
|Charges                                                                 |  |                   | 23  |  
|Payments                                                                |  |                   | (19 | )
|Effect of foreign currency translation and reclassification adjustments |  |                   | 2   |  
|                                                                        |  |                   |     |  
|Balance at March 31, 2011                                               |  | $                 | 71  |  
|                                                                        |  |                   |     |  



7



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Nielsen recorded $23 million and $3 million in restructuring charges, primarily relating to
severance costs, for the three months ended March 31, 2011 and 2010, respectively.

Of the $71 million in remaining
liabilities for restructuring actions, $61 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, 2011.

7. Fair Value Measurements

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

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



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



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



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

Financial Assets and Liabilities Measured on a Recurring Basis

The
Companys financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on
the lowest level of input that is significant to the fair value measurements. The Companys assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and
liabilities being measured and their placement within the fair value hierarchy. The following table summarizes the valuation of the Companys material financial assets and liabilities measured at fair value on a recurring basis as of
March 31, 2011 and December 31, 2010:



|                                         |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|---------------------------------------- |  | ------------- | -- |  | ------- | - | -- | ------- |  | - | ------- |  |  | - | - | 
|(IN MILLIONS)                            |  | March 31,2011 |    |  | Level 1 |   |    | Level 2 |  |   | Level 3 | 
|Assets:                                  |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Investments in mutual funds(1)           |  | $             | 2  |  |         | $ | 2  |         |  | $ |        |  |  | $ |  | 
|Plan assets for deferred compensation(2) |  |               | 20 |  |         |   | 20 |         |  |   |        |  |  |   |  | 
|Interest rate swap arrangements(3)       |  |               | 19 |  |         |   |   |         |  |   | 19      |  |  |   |  | 
|                                         |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Total                                    |  | $             | 41 |  |         | $ | 22 |         |  | $ | 19      |  |  | $ |  | 
|                                         |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Liabilities:                             |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Interest rate swap arrangements(3)       |  | $             | 48 |  |         | $ |   |         |  | $ | 48      |  |  | $ |  | 
|Deferred compensation liabilities(4)     |  |               | 20 |  |         |   | 20 |         |  |   |        |  |  |   |  | 
|                                         |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Total                                    |  | $             | 68 |  |         | $ | 20 |         |  | $ | 48      |  |  | $ |  | 
|                                         |  |               |    |  |         |   |    |         |  |   |         |  |  |   |   | 



|                                         |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|---------------------------------------- |  | ---------------- | -- |  | ------- | - | -- | ------- |  | - | ------- |  |  | - | - | 
|(IN MILLIONS)                            |  | December 31,2010 |    |  | Level 1 |   |    | Level 2 |  |   | Level 3 | 
|Assets:                                  |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Investments in mutual funds(1)           |  | $                | 2  |  |         | $ | 2  |         |  | $ |        |  |  | $ |  | 
|Plan assets for deferred compensation(2) |  |                  | 19 |  |         |   | 19 |         |  |   |        |  |  |   |  | 
|Interest rate swap arrangements(3)       |  |                  | 16 |  |         |   |   |         |  |   | 16      |  |  |   |  | 
|                                         |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Total                                    |  | $                | 37 |  |         | $ | 21 |         |  | $ | 16      |  |  | $ |  | 
|                                         |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Liabilities:                             |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Interest rate swap arrangements(3)       |  | $                | 60 |  |         | $ |   |         |  | $ | 60      |  |  | $ |  | 
|Deferred compensation liabilities(4)     |  |                  | 19 |  |         |   | 19 |         |  |   |        |  |  |   |  | 
|                                         |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 
|Total                                    |  | $                | 79 |  |         | $ | 19 |         |  | $ | 60      |  |  | $ |  | 
|                                         |  |                  |    |  |         |   |    |         |  |   |         |  |  |   |   | 





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|(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)/income, net in
the consolidated financial statements.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(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, 2011, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its
derivative financial instruments.

Interest Rate Risk

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives,
Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/loss and reclassifies it into earnings in the same period or periods in which the hedged transaction
affects earnings, and within the same income statement line item as the impact of the hedged transaction.



9



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##### Table of Contents

As of March 31, 2011 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 | 
|US Dollar term loan floating-to-fixed rate swaps          |  | $               | 1,000,000,000 |  |               |  | November 2013 |          |  |  | US Dollar | 
|US Dollar term loan floating-to-fixed rate swaps          |  | $               | 250,000,000   |  |               |  | November 2014 |          |  |  | US Dollar | 
|Interest rate swaps not designated as hedging instruments |  |                 |               |  |               |  |               |          |  |  |           | 
|US Dollar term loan floating-to-fixed rate swaps          |  | $               | 800,000,000   |  |               |  | November 2011 |          |  |  | US Dollar | 

Nielsen expects to
recognize approximately $31 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

The fair values of the Companys derivative instruments as of March 31, 2011 and December 31, 2010 were as follows:



|                                                  |  |                        |    |  |                                            |   |    |                             |  |   |                        |  |  |                                            |    |  |                             |   |    |  |  |   |    | 
|------------------------------------------------- |  | ---------------------- | -- |  | ------------------------------------------ | - | -- | --------------------------- |  | - | ---------------------- |  |  | ------------------------------------------ | -- |  | --------------------------- | - | -- |  |  | - | -- | 
|                                                  |  | March 31, 2011         |    |  | December 31, 2010                          |  
|(IN MILLIONS)                                     |  | OtherNon-CurrentAssets |    |  | AccountsPayable andOtherCurrentLiabilities |   |    | OtherNon-CurrentLiabilities |  |   | OtherNon-CurrentAssets |  |  | AccountsPayable andOtherCurrentLiabilities |    |  | OtherNon-CurrentLiabilities |  
|Derivatives designated as hedging instruments     |  |                        |    |  |                                            |   |    |                             |  |   |                        |  |  |                                            |    |  |                             |   |    |  |  |   |    | 
|Interest rate swaps                               |  | $                      | 19 |  |                                            | $ |   |                             |  | $ | 20                     |  |  | $                                          | 16 |  |                             | $ |   |  |  | $ | 23 | 
|                                                  |  |                        |    |  |                                            |   |    |                             |  |   |                        |  |  |                                            |    |  |                             |   |    |  |  |   |    | 
|Derivatives not designated as hedging instruments |  |                        |    |  |                                            |   |    |                             |  |   |                        |  |  |                                            |    |  |                             |   |    |  |  |   |    | 
|Interest rate swaps                               |  | $                      |   |  |                                            | $ | 28 |                             |  | $ |                       |  |  | $                                          |   |  |                             | $ | 37 |  |  | $ |   | 
|                                                  |  |                        |    |  |                                            |   |    |                             |  |   |                        |  |  |                                            |    |  |                             |   |    |  |  |   |    | 

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, 2011 and 2010
was as follows (amounts in millions):



|                                               |      |                                                                                     |   |      |                                                                              |   |                                                                                              |      |  |                                                                                                                              |      |   |    |      |  |   |      |   |  |   |    |   |  |   |     |  
|---------------------------------------------- | ---- | ----------------------------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------- | ---- |  | ---------------------------------------------------------------------------------------------------------------------------- | ---- | - | -- | ---- |  | - | ---- | - |  | - | -- | - |  | - | --- | -
|Derivatives in Cash Flow
Hedging Relationships |      | Amount
ofGain/(Loss)Recognized in OCI(Effective Portion)Three Months EndedMarch 31, |   |      | Location of Gain/(Loss)Reclassified from OCIinto Income 
(Effective Portion) |   | Amount of
LossReclassified fromOCI into Income(Effective Portion)Three Months EndedMarch 31, |      |  | Amount of LossRecognized inIncome(Ineffective Portionand AmountExcluded
fromEffectivenessTesting)Three Months EndedMarch 31, |     
|                                               | 2011 |                                                                                     |   | 2010 |                                                                              |   |                                                                                              | 2011 |  |                                                                                                                              | 2010 |   |    | 2011 |  |   | 2010 |  
|Interest Rate Swaps                            |      | $                                                                                   | 1 |      |                                                                              | $ | (7                                                                                           | )    |  | Interest expense                                                                                                             |      | $ | (5 | )    |  | $ | (3   | ) |  | $ | (5 | ) |  | $ | (14 | )
|                                               |      |                                                                                     |   |      |                                                                              |   |                                                                                              |      |  |                                                                                                                              |      |   |    |      |  |   |      |   |  |   |    |   |  |   |     |  

Derivatives Not Designated as Hedging Instruments

The pre-tax effect of derivative instruments not designated as hedges for the three months ended March 31, 2011 and 2010 was as
follows (amounts in millions):



|                                                  |  |                                                                       |  |                              |      |  |  |   |    | 
|------------------------------------------------- |  | --------------------------------------------------------------------- |  | ---------------------------- | ---- |  |  | - | -- | 
|Derivatives Not Designated
as Hedging Instruments |  | Location of Loss Recognized
in Statement of Operations on Derivatives |  | Three Months 
EndedMarch 31, |     
|                                                  |  | 2011                                                                  |  |                              | 2010 | 
|Interest rate swaps                               |  | Loss on derivative instruments                                        |  | $                            | 1    |  |  | $ | 10 | 
|                                                  |  |                                                                       |  |                              |      |  |  |   |    | 



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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

The Company did not measure any
material non-financial assets or liabilities at fair value during the three months ended March 31, 2011.



11



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8. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of March 31, 2011.



|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------- | -------------- | ---- | -------------- | ----------------- | - | --------- |  |  | -------------------- | ----- |  | -------------- |  | ----- | --------- |  | - | ----- |  |  | - | ----- | 
|(IN MILLIONS)                                                                                                                                    |                      | March 31, 2011 |      |                | December 31, 2010 |  
|                                                                                                                                                 | WeightedInterestRate |                |      | CarryingAmount |                   |   | FairValue |  |  | WeightedInterestRate |       |  | CarryingAmount |  |       | FairValue | 
|Senior secured term loan ($1,610 million at March 31, 2011 and December 31, 2010) (LIBOR based variable rate of 2.26%)
due 2013                  |                      |                |      |                |                   | $ | 1,490     |  |  | $                    | 1,480 |  |                |  |       |           |  | $ | 1,490 |  |  | $ | 1,472 | 
|Senior secured term loan ($2,386 million at March 31, 2011 and December 31, 2010) (LIBOR based weighted-average
variable rate of 3.86%) due 2016 |                      |                |      |                |                   |   | 2,356     |  |  |                      | 2,353 |  |                |  |       |           |  |   | 2,362 |  |  |   | 2,348 | 
|Senior secured term loan (227 million at March 31, 2011 and December 31, 2010) (EURIBOR based variable rate
of 2.86%) due 2013                  |                      |                |      |                |                   |   | 289       |  |  |                      | 287   |  |                |  |       |           |  |   | 272   |  |  |   | 267   | 
|Senior secured term loan (273 million at March 31, 2011 and December 31, 2010) (EURIBOR based weighted-average
variable rate of 4.52%) due 2016 |                      |                |      |                |                   |   | 378       |  |  |                      | 375   |  |                |  |       |           |  |   | 357   |  |  |   | 346   | 
|$500 million 8.50% senior secured term loan due 2017                                                                                             |                      |                |      |                |                   |   | 500       |  |  |                      | 500   |  |                |  |       |           |  |   | 500   |  |  |   | 497   | 
|$635 million senior secured revolving credit facility (EURIBOR or LIBOR based variable rate) due 2016                                            |                      |                |      |                |                   |   |          |  |  |                      |      |  |                |  |       |           |  |   |      |  |  |   |      | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|Total senior secured credit facilities (with weighted-average interest rate)                                                                     |                      |                | 4.07 | %              |                   |   | 5,013     |  |  |                      | 4,995 |  |                |  | 4.16  | %         |  |   | 4,981 |  |  |   | 4,930 | 
|$1,070 million 12.50% senior subordinated discount debenture loan due 2016                                                                       |                      |                |      |                |                   |   |          |  |  |                      |      |  |                |  |       |           |  |   | 999   |  |  |   | 1,049 | 
|$325 million 11.50% senior debenture loan due 2016 ($500 million at December 31, 2010)                                                           |                      |                |      |                |                   |   | 304       |  |  |                      | 358   |  |                |  |       |           |  |   | 467   |  |  |   | 540   | 
|$215 million 11.625% senior debenture loan due 2014 ($330 million at December 31, 2010)                                                          |                      |                |      |                |                   |   | 201       |  |  |                      | 236   |  |                |  |       |           |  |   | 307   |  |  |   | 355   | 
|$1,080 million 7.75% senior debenture loan due 2018                                                                                              |                      |                |      |                |                   |   | 1,084     |  |  |                      | 1,160 |  |                |  |       |           |  |   | 1,084 |  |  |   | 1,122 | 
|343 million 11.125% senior discount debenture loan due 2016                                                                                     |                      |                |      |                |                   |   |          |  |  |                      |      |  |                |  |       |           |  |   | 427   |  |  |   | 434   | 
|50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 2.43%) due
2012                                      |                      |                |      |                |                   |   | 70        |  |  |                      | 70    |  |                |  |       |           |  |   | 66    |  |  |   | 62    | 
|30 million 6.75% private placement debenture loan (EMTN) due 2012                                                                               |                      |                |      |                |                   |   | 43        |  |  |                      | 44    |  |                |  |       |           |  |   | 40    |  |  |   | 40    | 
|JPY 4,000 million 2.50% private placement debenture loan (EMTN) due 2011                                                                         |                      |                |      |                |                   |   | 49        |  |  |                      | 49    |  |                |  |       |           |  |   | 49    |  |  |   | 47    | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|Total debenture loans (with weighted-average interest rate)                                                                                      |                      |                | 9.67 | %              |                   |   | 1,751     |  |  |                      | 1,917 |  |                |  | 11.33 | %         |  |   | 3,439 |  |  |   | 3,649 | 
|Other loans                                                                                                                                      |                      |                |      |                |                   |   | 4         |  |  |                      | 4     |  |                |  |       |           |  |   | 5     |  |  |   | 5     | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|Total long-term debt                                                                                                                             |                      |                | 5.52 | %              |                   |   | 6,768     |  |  |                      | 6,916 |  |                |  | 7.09  | %         |  |   | 8,425 |  |  |   | 8,584 | 
|Capital lease and other financing obligations                                                                                                    |                      |                |      |                |                   |   | 124       |  |  |                      |       |  |                |  |       |           |  |   | 125   |  |  |   |       | 
|Bank overdrafts                                                                                                                                  |                      |                |      |                |                   |   | 19        |  |  |                      |       |  |                |  |       |           |  |   | 8     |  |  |   |       | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|Total debt and other financing arrangements                                                                                                      |                      |                |      |                |                   |   | 6,911     |  |  |                      |       |  |                |  |       |           |  |   | 8,558 |  |  |   |       | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term
borrowings                           |                      |                |      |                |                   |   | 149       |  |  |                      |       |  |                |  |       |           |  |   | 94    |  |  |   |       | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 
|Non-current portion of long-term debt and capital lease and other financing obligations                                                          |                      |                |      |                |                   | $ | 6,762     |  |  |                      |       |  |                |  |       |           |  | $ | 8,464 |  |  |   |       | 
|                                                                                                                                                 |                      |                |      |                |                   |   |           |  |  |                      |       |  |                |  |       |           |  |   |       |  |  |   |       | 

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.



12



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##### Table of Contents

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



|                                       |  |   |       | 
|-------------------------------------- |  | - | ----- | 
|(IN MILLIONS)                          |  |   |      
|For April 1, 2011 to December 31, 2011 |  | $ | 69    | 
|2012                                   |  |   | 143   | 
|2013                                   |  |   | 1,808 | 
|2014                                   |  |   | 229   | 
|2015                                   |  |   | 28    | 
|2016                                   |  |   | 2,907 | 
|Thereafter                             |  |   | 1,584 | 
|                                       |  |   |       | 
|                                       |  | $ | 6,768 | 
|                                       |  |   |       | 

Initial public offering and use of proceeds

On January 31, 2011, Holdings completed an initial public offering of 82,142,858 shares of its 0.07 par value common stock at a
price of $23.00 per share, generating proceeds of approximately $1,801 million, net of $88 million of underwriter discounts and other issuance costs.

Concurrent with its offering of common stock, Holdings issued $288 million in aggregate principal amount of 6.25% Mandatory Convertible Subordinated Bonds due February 1, 2013, generating proceeds of
approximately $277 million, net of $11 million of underwriter discounts and other issuance costs.

Holdings contributed
substantially all of the combined net proceeds associated with the aforementioned transactions to the Company, through Valcon, and the Company utilized substantially all of the contributed amount to redeem and retire certain issuances of the
Companys long-term indebtedness as follows:



| |  |  | On February 9, 2011, the Company paid approximately $201 million to redeem $164 million of its outstanding $467 million ($500 million aggregate
principal amount) 11.50% Senior Discount Notes Due 2016 with a redemption cost of the stated rate applied to the principal amount being redeemed plus a proportionate amount of accrued interest to the principal amount.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 9, 2011, the Company paid approximately $129 million to redeem $107 million of its outstanding $307 million ($330 million aggregate
principal amount) 11.625% Senior Discount Notes Due 2014 with a redemption cost of the stated rate applied to the principal amount being redeemed plus a proportionate amount of accrued interest to the principal amount.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 25, 2011, the Company paid approximately $1,133 million to redeem all of its outstanding $999 million ($1,070 million aggregate
principal amount) 12 1/2% Senior Subordinated Discount Notes Due 2016 at a price of 105.89% of the aggregate principal amount.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 25, 2011, the Company paid approximately $251 million to redeem 163 million (174 million aggregate principal
amount) of its 11.125% Senior Discount Debenture Notes due 2016 at a price of 104.87% of the aggregate principal amount.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On March 2, 2011 the Company paid approximately $244 million to redeem 159 million (169 million aggregate principal amount) of
its 11.125% Senior Discount Debenture Notes due 2016 at a price of 104.87% of the aggregate principal amount.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company recorded a total debt extinguishment charge of approximately $145 million (net of tax of $86 million) in its condensed
consolidated statement of operations for the three months ended March 31, 2011 associated with these redemptions. The pre-tax amount of this charge was recorded in other (expense)/income, net in the condensed consolidated financial statements.

Amendment to Senior Secured Credit Facility

On March 23, 2011, Nielsen entered into an amendment (the Amendment Agreement) to its Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of
June 23, 2009 (the Credit Agreement), among the Company, the other borrowers and guarantors party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as administrative agent. The Amendment
Agreement documents the terms of new revolving credit commitments obtained by the



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Company in connection with a revolving credit commitment extension offer. In connection with the Amendment Agreement, the Company terminated the existing revolving credit commitments totaling
$688 million, which had a final maturity date of August 9, 2012, and replaced them with new revolving credit commitments totaling $635 million with a final maturity date of April 1, 2016.

Revolving loans made pursuant to the new revolving credit commitments may be drawn in U.S. Dollars or Euros (at the election of the
borrowers) and bear a tiered floating interest rate of LIBOR plus a margin ranging from 2.25% to 3.50% based on the Total Leverage Ratio (as defined in the Credit Agreement). Margins on base rate loans range from 1.25% to 2.50% also based on the
Total Leverage Ratio. A commitment fee is payable on the unused portion of the new revolving credit commitments ranging from 0.375% to 0.75% depending on the Total Leverage Ratio.

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)                                                           |  | 2011                        |      |   | 2010 |  
|Net (loss)/income                                                       |  | $                           | (177 | ) |      | $ | 42  |  
|Other comprehensive income/(loss), net of tax                           |  |                             |      |   |      |   |     |  
|Unrealized gains/(losses) on:                                           |  |                             |      |   |      |   |     |  
|Currency translation adjustments                                        |  |                             | 43   |   |      |   | (48 | )
|Changes in the fair value of cash flow hedges                           |  |                             | 7    |   |      |   | 6   |  
|Pension liability                                                       |  |                             | (1   | ) |      |   |    |  
|                                                                        |  |                             |      |   |      |   |     |  
|Total other comprehensive income/(loss)                                 |  |                             | 49   |   |      |   | (42 | )
|                                                                        |  |                             |      |   |      |   |     |  
|Total comprehensive loss                                                |  |                             | (128 | ) |      |   |    |  
|Comprehensive income attributable to noncontrolling interests           |  |                             | 2    |   |      |   |    |  
|                                                                        |  |                             |      |   |      |   |     |  
|Total other comprehensive loss attributable to The Nielsen Company B.V. |  | $                           | (130 | ) |      | $ |    |  
|                                                                        |  |                             |      |   |      |   |     |  

10. Income Taxes

Nielsen has a presence in approximately 100 countries around the world and its earnings are taxed at the applicable local country income tax rate in effect.

The effective tax benefit rates for the three months ended March 31, 2011 and 2010 were 44% and 2%, respectively. The tax benefit
for the three months ended March 31, 2011 was higher than the statutory expense rate primarily due to the favorable impact of certain financing activities and the tax rate differences in other jurisdictions where the Company files tax returns.
The tax benefit for the three months ended March 31, 2010 was significantly different from the statutory expense rate primarily due to the favorable effect of certain foreign exchange gains and financing activities.

Liabilities for unrecognized income tax benefits totaled $114 million as of March 31, 2011 and December 31, 2010. 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 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under
audit for years ranging from 2001 through 2008.

In 2010, the IRS concluded its audit of the 2006 and 2007 tax years. The
Company is under Canadian audit for the years 2006, 2007 and 2008. It is anticipated that these 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

On January 31, 2011, each of Nielsens subsidiaries party to the Advisory Agreements agreed, along with the Sponsors, to
terminate all such agreements in exchange for a settlement of $102 million and the Company recorded a charge of $61 million (net of tax of $41 million). The pre-tax amount of this charge was recorded as a component of selling, general and
administrative expenses in our condensed consolidated statement of operations. 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 the three months ended March 31, 2010.



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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 alleged 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. On January 13, 2011 the U.S. District Court in the Southern District of Florida dismissed all federal and state antitrust claims brought against the Company by Sunbeam stating that Sunbeam failed to show that
any competitor was willing and able to enter the local television ratings market in Miami and was excluded from that market by Nielsen. The Court also determined that Sunbeam could not prove that the current ratings for Sunbeams
local station WSVN are less accurate than they would be under a prospective competitors methodology. The Court deferred ruling on the remaining ancillary claims, including breach of contract and violation of Floridas Deceptive and Unfair
Trade Practices Act. Subsequent to the courts decision, Sunbeam voluntarily dismissed with prejudice the remaining claims in the case so that all claims have been dismissed. Sunbeam has appealed the courts dismissal of the antitrust
claims.

Other Legal Proceedings and Contingencies

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

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 reporting segments: What
Consumers Buy (Buy), consisting principally of market research information and analytical services; What Consumers Watch (Watch), consisting principally of television, online and mobile audience and advertising measurement
and corresponding analytics and Expositions, consisting principally of trade shows, events and conferences. Corporate 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.



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Business Segment Information



|                                     |  |     |       |  |       |   |       |             |  |   |           |  |  |       |      |   |  |   |        | 
|------------------------------------ |  | --- | ----- |  | ----- | - | ----- | ----------- |  | - | --------- |  |  | ----- | ---- | - |  | - | ------ | 
|(IN MILLIONS)                        |  | Buy |       |  | Watch |   |       | Expositions |  |   | Corporate |  |  | Total |     
|Three Months Ended March 31, 2011    |  |     |       |  |       |   |       |             |  |   |           |  |  |       |      |   |  |   |        | 
|Revenues                             |  | $   | 815   |  |       | $ | 431   |             |  | $ | 56        |  |  | $     |     |   |  | $ | 1,302  | 
|Depreciation and amortization        |  | $   | 51    |  |       | $ | 76    |             |  | $ | 7         |  |  | $     | 2    |   |  | $ | 136    | 
|Restructuring costs                  |  | $   | 17    |  |       | $ | 4     |             |  | $ |          |  |  | $     | 2    |   |  | $ | 23     | 
|Stock-based compensation             |  | $   | 2     |  |       | $ | 1     |             |  | $ |          |  |  | $     | 1    |   |  | $ | 4      | 
|Operating income/(loss)              |  | $   | 64    |  |       | $ | 82    |             |  | $ | 26        |  |  | $     | (121 | ) |  | $ | 51     | 
|Total assets as of March 31, 2011    |  | $   | 6,943 |  |       | $ | 6,463 |             |  | $ | 827       |  |  | $     | 441  |   |  | $ | 14,674 | 
|                                     |  |     |       |  |      
|(IN MILLIONS)                        |  | Buy |       |  | Watch |   |       | Expositions |  |   | Corporate |  |  | Total |     
|Three Months Ended March 31, 2010    |  |     |       |  |       |   |       |             |  |   |           |  |  |       |      |   |  |   |        | 
|Revenues                             |  | $   | 742   |  |       | $ | 405   |             |  | $ | 49        |  |  | $     |     |   |  | $ | 1,196  | 
|Depreciation and amortization        |  | $   | 57    |  |       | $ | 72    |             |  | $ | 8         |  |  | $     | 4    |   |  | $ | 141    | 
|Restructuring costs                  |  | $   | 2     |  |       | $ | (1    | )           |  | $ | 1         |  |  | $     | 1    |   |  | $ | 3      | 
|Stock-based compensation             |  | $   | 2     |  |       | $ | 1     |             |  | $ |          |  |  | $     | 2    |   |  | $ | 5      | 
|Operating income/(loss)              |  | $   | 62    |  |       | $ | 71    |             |  | $ | 18        |  |  | $     | (19  | ) |  | $ | 132    | 
|Total assets as of December 31, 2010 |  | $   | 6,759 |  |       | $ | 6,504 |             |  | $ | 825       |  |  | $     | 337  |   |  | $ | 14,425 | 

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, 2011 and December 31, 2010 and condensed
consolidating statements of operations and cash flows for three months ended March 31, 2011 and 2010. 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, 2011





|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | ---- | - | ------ | - | ---- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |      |   | Issuer |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |     |   |        | $ |     |           |  | $ | 657           |   |  | $           | 645 |   |              | $ |     |   |  | $ | 1,302 |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |     |   |        |   |     |           |  |   | 247           |   |  |             | 302 |   |              |   |     |   |  |   | 549   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |     |   |        |   |     |           |  |   | 319           |   |  |             | 224 |   |              |   |     |   |  |   | 543   |  
|Depreciation and amortization                                                                                   |  |        |     |   |        |   |     |           |  |   | 105           |   |  |             | 31  |   |              |   |     |   |  |   | 136   |  
|Impairment of goodwill and intangible assets                                                                    |  |        |     |   |        |   |     |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   |      |  
|Restructuring charges                                                                                           |  |        |     |   |        |   |     |           |  |   | 9             |   |  |             | 14  |   |              |   |     |   |  |   | 23    |  
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating (loss)/income                                                                                         |  |        |     |   |        |   |     |           |  |   | (23           | ) |  |             | 74  |   |              |   |     |   |  |   | 51    |  
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 2    |   |        |   | 135  |           |  |   | 7             |   |  |             | 6   |   |              |   | (149 | ) |  |   | 1     |  
|Interest expense                                                                                                |  |        | (9   | ) |        |   | (124 | )         |  |   | (145          | ) |  |             | (7  | ) |              |   | 149  |   |  |   | (136  | )
|Loss on derivative instruments                                                                                  |  |        |     |   |        |   | (1   | )         |  |   |              |   |  |             |    |   |              |   |     |   |  |   | (1    | )
|Foreign currency exchange transaction gains/(losses), net                                                       |  |        |     |   |        |   |     |           |  |   | 9             |   |  |             | (2  | ) |              |   |     |   |  |   | 7     |  
|Other (expense)/income, net                                                                                     |  |        | (52  | ) |        |   | (181 | )         |  |   | (5            | ) |  |             | 8   |   |              |   |     |   |  |   | (230  | )
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operatings before income taxes and equity in net income of affiliates             |  |        | (59  | ) |        |   | (171 | )         |  |   | (157          | ) |  |             | 79  |   |              |   |     |   |  |   | (308  | )
|Benefit/(Provision) for income taxes                                                                            |  |        | 15   |   |        |   | 69   |           |  |   | 71            |   |  |             | (21 | ) |              |   |     |   |  |   | 134   |  
|Equity in net (loss)/income of subsidiaries                                                                     |  |        | (134 | ) |        |   |     |           |  |   | (45           | ) |  |             |    |   |              |   | 179  |   |  |   |      |  
|Equity in net (loss)/income of affiliates                                                                       |  |        |     |   |        |   |     |           |  |   | (2            | ) |  |             |    |   |              |   |     |   |  |   | (2    | )
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (178 | ) |        |   | (102 | )         |  |   | (133          | ) |  |             | 58  |   |              |   | 179  |   |  |   | (176  | )
|Discontinued operations, net of tax                                                                             |  |        |     |   |        |   |     |           |  |   | (1            | ) |  |             |    |   |              |   |     |   |  |   | (1    | )
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  |        | (178 | ) |        |   | (102 | )         |  |   | (134          | ) |  |             | 58  |   |              |   | 179  |   |  |   | (177  | )
|Less: Net income attributable to non-controlling interests                                                      |  |        |     |   |        |   |     |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (Loss)/income attributable to controlling interests                                                         |  | $      | (178 | ) |        | $ | (102 | )         |  | $ | (134          | ) |  | $           | 57  |   |              | $ | 179  |   |  | $ | (178  | )
|                                                                                                                |  |        |      |   |        |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



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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 charges                                                                                           |  |        |    |   |         |   |     |           |  |   | 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, net                                                                |  |        |    |   |         |   | 60   |           |  |   | (16           | ) |  |             | 34  |   |              |   |     |   |  |   | 78    |  
|Other (expense)/income, net                                                                                     |  |        |    |   |         |   |     |           |  |   | (5            | ) |  |             | 14  |   |              |   |     |   |  |   | 9     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates               |  |        | (11 | ) |         |   | 24   |           |  |   | (91           | ) |  |             | 126 |   |              |   |     |   |  |   | 48    |  
|Benefit/(provision) for income taxes                                                                            |  |        | 3   |   |         |   | (10  | )         |  |   | (3            | ) |  |             | 11  |   |              |   |     |   |  |   | 1     |  
|Equity in net income/(loss) of subsidiaries                                                                     |  |        | 49  |   |         |   |     |           |  |   | 150           |   |  |             |    |   |              |   | (199 | ) |  |   |      |  
|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 Balance Sheet (Unaudited)

March 31, 2011





|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|----------------------------------------------------------------------------------------------- |  | ------ | ----- |  | ------ | - | ----- | --------- |  | - | ------------- |  |  | ----------- | ----- |  | ------------ | - | ------- | - |  | - | ------ | 
|(IN MILLIONS)                                                                                   |  | Parent |       |  | Issuer |   |       | Guarantor |  |   | Non-Guarantor |  |  | Elimination |       |  | Consolidated |  
|Assets:                                                                                         |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Current assets                                                                                  |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Cash and cash equivalents                                                                       |  | $      | 1     |  |        | $ |      |           |  | $ | 47            |  |  | $           | 343   |  |              | $ |        |   |  | $ | 391    | 
|Trade and other receivables, net                                                                |  |        |      |  |        |   |      |           |  |   | 338           |  |  |             | 658   |  |              |   |        |   |  |   | 996    | 
|Prepaid expenses and other current assets                                                       |  |        |      |  |        |   | 16    |           |  |   | 102           |  |  |             | 132   |  |              |   |        |   |  |   | 250    | 
|Intercompany receivables                                                                        |  |        | 323   |  |        |   | 94    |           |  |   | 690           |  |  |             | 361   |  |              |   | (1,468  | ) |  |   |       | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total current assets                                                                            |  |        | 324   |  |        |   | 110   |           |  |   | 1,177         |  |  |             | 1,494 |  |              |   | (1,468  | ) |  |   | 1,637  | 
|Non-current assets                                                                              |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Property, plant and equipment, net                                                              |  |        |      |  |        |   |      |           |  |   | 345           |  |  |             | 241   |  |              |   |        |   |  |   | 586    | 
|Goodwill                                                                                        |  |        |      |  |        |   |      |           |  |   | 4,933         |  |  |             | 2,309 |  |              |   |        |   |  |   | 7,242  | 
|Other intangible assets, net                                                                    |  |        |      |  |        |   |      |           |  |   | 4,113         |  |  |             | 497   |  |              |   |         |   |  |   | 4,610  | 
|Deferred tax assets                                                                             |  |        |      |  |        |   | 185   |           |  |   | 146           |  |  |             | 65    |  |              |   | (174    | ) |  |   | 222    | 
|Other non-current assets                                                                        |  |        |      |  |        |   | 83    |           |  |   | 169           |  |  |             | 125   |  |              |   |        |   |  |   | 377    | 
|Equity investment in subsidiaries                                                               |  |        | 4,488 |  |        |   |      |           |  |   | 5,365         |  |  |             |      |  |              |   | (9,854  | ) |  |   |       | 
|Intercompany loans                                                                              |  |        | 210   |  |        |   | 7,678 |           |  |   | 623           |  |  |             | 1,557 |  |              |   | (10,068 | ) |  |   |       | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total assets                                                                                    |  | $      | 5,022 |  |        | $ | 8,056 |           |  | $ | 16,871        |  |  | $           | 6,288 |  |              | $ | (21,563 | ) |  | $ | 14,674 | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Liabilities and equity                                                                          |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Current liabilities                                                                             |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Accounts payable and other current liabilities                                                  |  |        | 30    |  |        |   | 100   |           |  |   | 237           |  |  |             | 546   |  |              |   |        |   |  |   | 913    | 
|Deferred revenues                                                                               |  |        |      |  |        |   |      |           |  |   | 274           |  |  |             | 173   |  |              |   |        |   |  |   | 447    | 
|Income tax liabilities                                                                          |  |        |      |  |        |   |      |           |  |   | 27            |  |  |             | 51    |  |              |   |        |   |  |   | 78     | 
|Current portion of long-term debt and capital lease obligations and other short-term borrowings |  |        | 92    |  |        |   | 27    |           |  |   | 10            |  |  |             | 20    |  |              |   |        |   |  |   | 149    | 
|Intercompany payables                                                                           |  |        |      |  |        |   | 152   |           |  |   | 1,105         |  |  |             | 211   |  |              |   | (1,468  | ) |  |   |       | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total current liabilities                                                                       |  |        | 122   |  |        |   | 279   |           |  |   | 1,653         |  |  |             | 1,001 |  |              |   | (1,468  | ) |  |   | 1,587  | 
|Non-current liabilities                                                                         |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Long-term debt and capital lease obligations                                                    |  |        | 70    |  |        |   | 6,575 |           |  |   | 100           |  |  |             | 17    |  |              |   |        |   |  |   | 6,762  | 
|Deferred tax liabilities                                                                        |  |        |      |  |        |   |      |           |  |   | 950           |  |  |             | 158   |  |              |   | (174    | ) |  |   | 934    | 
|Intercompany loans                                                                              |  |        |      |  |        |   |      |           |  |   | 9,447         |  |  |             | 621   |  |              |   | (10,068 | ) |  |   |       | 
|Other non-current liabilities                                                                   |  |        |      |  |        |   | 19    |           |  |   | 233           |  |  |             | 298   |  |              |   |        |   |  |   | 550    | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total liabilities                                                                               |  |        | 192   |  |        |   | 6,873 |           |  |   | 12,383        |  |  |             | 2,095 |  |              |   | (11,710 | ) |  |   | 9,833  | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total stockholders equity                                                                      |  |        | 4,830 |  |        |   | 1,183 |           |  |   | 4,488         |  |  |             | 4,182 |  |              |   | (9,853  | ) |  |   | 4,830  | 
|Noncontrolling interests                                                                        |  |        |      |  |        |   |      |           |  |   |              |  |  |             | 11    |  |              |   |        |   |  |   | 11     | 
|Total equity                                                                                    |  |        | 4,830 |  |        |   | 1,183 |           |  |   | 4,488         |  |  |             | 4,193 |  |              |   | (9,853  | ) |  |   | 4,841  | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total liabilities and equity                                                                    |  | $      | 5,022 |  |        | $ | 8,056 |           |  | $ | 16,871        |  |  | $           | 6,288 |  |              | $ | (21,563 | ) |  | $ | 14,674 | 
|                                                                                                |  |        |       |  |        |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 



19



---

##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidating Balance Sheet

December 31, 2010



|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|-------------------------------------------------------------------------------------- |  | ------ | ----- |  | ------- | - | ----- | --------- |  | - | ------------- |  |  | ----------- | ----- |  | ------------ | - | ------- | - |  | - | ------ | 
|(IN MILLIONS)                                                                          |  | Parent |       |  | Issuers |   |       | Guarantor |  |   | Non-Guarantor |  |  | Elimination |       |  | Consolidated |  
|Assets:                                                                                |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Current assets                                                                         |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Cash and cash equivalents                                                              |  | $      | 1     |  |         | $ |      |           |  | $ | 65            |  |  | $           | 352   |  |              | $ |        |   |  | $ | 418    | 
|Trade and other receivables, net                                                       |  |        |      |  |         |   |      |           |  |   | 391           |  |  |             | 623   |  |              |   |        |   |  |   | 1,014  | 
|Prepaid expenses and other current assets                                              |  |        | 1     |  |         |   | 18    |           |  |   | 87            |  |  |             | 113   |  |              |   |        |   |  |   | 219    | 
|Intercompany receivables                                                               |  |        | 306   |  |         |   | 115   |           |  |   | 749           |  |  |             | 346   |  |              |   | (1,516  | ) |  |   |       | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total current assets                                                                   |  |        | 308   |  |         |   | 133   |           |  |   | 1,292         |  |  |             | 1,434 |  |              |   | (1,516  | ) |  |   | 1,651  | 
|Non-current assets                                                                     |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Property, plant and equipment, net                                                     |  |        |      |  |         |   |      |           |  |   | 356           |  |  |             | 243   |  |              |   |        |   |  |   | 599    | 
|Goodwill                                                                               |  |        |      |  |         |   |      |           |  |   | 4,935         |  |  |             | 2,161 |  |              |   |        |   |  |   | 7,096  | 
|Other intangible assets, net                                                           |  |        |      |  |         |   |      |           |  |   | 4,149         |  |  |             | 458   |  |              |   |        |   |  |   | 4,607  | 
|Deferred tax assets                                                                    |  |        |      |  |         |   | 174   |           |  |   | 1             |  |  |             | 60    |  |              |   | (174    | ) |  |   | 61     | 
|Other non-current assets                                                               |  |        | 7     |  |         |   | 94    |           |  |   | 184           |  |  |             | 126   |  |              |   |        |   |  |   | 411    | 
|Equity investment in subsidiaries                                                      |  |        | 2,980 |  |         |   |      |           |  |   | 3,750         |  |  |             |      |  |              |   | (6,730  | ) |  |   |       | 
|Intercompany loans                                                                     |  |        | 198   |  |         |   | 7,634 |           |  |   | 617           |  |  |             | 1,469 |  |              |   | (9,918  | ) |  |   |       | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total assets                                                                           |  | $      | 3,493 |  |         | $ | 8,035 |           |  | $ | 15,284        |  |  | $           | 5,951 |  |              | $ | (18,338 | ) |  | $ | 14,425 | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Liabilities and equity:                                                                |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Current liabilities                                                                    |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Accounts payable and other current liabilities                                         |  | $      | 30    |  |         | $ | 94    |           |  | $ | 327           |  |  | $           | 539   |  |              | $ |        |   |  | $ | 990    | 
|Deferred revenues                                                                      |  |        |      |  |         |   |      |           |  |   | 265           |  |  |             | 187   |  |              |   |        |   |  |   | 452    | 
|Income tax liabilities                                                                 |  |        |      |  |         |   |      |           |  |   | 27            |  |  |             | 46    |  |              |   |        |   |  |   | 73     | 
|Current portion of long-term debt, capital lease obligations and short-term borrowings |  |        | 49    |  |         |   | 27    |           |  |   | 10            |  |  |             | 8     |  |              |   |        |   |  |   | 94     | 
|Intercompany payables                                                                  |  |        |      |  |         |   | 192   |           |  |   | 1,093         |  |  |             | 231   |  |              |   | (1,516  | ) |  |   |       | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total current liabilities                                                              |  |        | 79    |  |         |   | 313   |           |  |   | 1,722         |  |  |             | 1,011 |  |              |   | (1,516  | ) |  |   | 1,609  | 
|Non-current liabilities                                                                |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Long-term debt and capital lease obligations                                           |  |        | 533   |  |         |   | 7,812 |           |  |   | 102           |  |  |             | 17    |  |              |   |        |   |  |   | 8,464  | 
|Deferred tax liabilities                                                               |  |        |      |  |         |   |      |           |  |   | 968           |  |  |             | 148   |  |              |   | (174    | ) |  |   | 942    | 
|Intercompany loans                                                                     |  |        |      |  |         |   |      |           |  |   | 9,302         |  |  |             | 616   |  |              |   | (9,918  | ) |  |   |       | 
|Other non-current liabilities                                                          |  |        |      |  |         |   | 22    |           |  |   | 210           |  |  |             | 288   |  |              |   |        |   |  |   | 520    | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total liabilities                                                                      |  |        | 612   |  |         |   | 8,147 |           |  |   | 12,304        |  |  |             | 2,080 |  |              |   | (11,608 | ) |  |   | 11,535 | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total shareholders equity                                                             |  |        | 2,881 |  |         |   | (112  | )         |  |   | 2,980         |  |  |             | 3,862 |  |              |   | (6,730  | ) |  |   | 2,881  | 
|Noncontrolling interests                                                               |  |        |      |  |         |   |      |           |  |   |              |  |  |             | 9     |  |              |   |        |   |  |   | 9      | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total equity                                                                           |  |        | 2,881 |  |         |   | (112  | )         |  |   | 2,980         |  |  |             | 3,871 |  |              |   | (6,730  | ) |  |   | 2,890  | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 
|Total liabilities and equity                                                           |  | $      | 3,493 |  |         | $ | 8,035 |           |  | $ | 15,284        |  |  | $           | 5,951 |  |              | $ | (18,338 | ) |  | $ | 14,425 | 
|                                                                                       |  |        |       |  |         |   |       |           |  |   |               |  |  |             |       |  |              |   |         |   |  |   |        | 



20



---

##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidating Statement of Cash Flows (Unaudited)

For the three months ended March 31, 2011



|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|----------------------------------------------------------------- |  | ------ | ------ | - | ------- | - | ------ | --------- |  | - | ------------- | - |  | ------------ | --- | - |  | - | ------ | -
|(IN MILLIONS)                                                     |  | Parent |        |   | Issuers |   |        | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |    
|Net cash provided by/(used in) operating activities               |  | $      |       |   |         | $ | 67     |           |  | $ | (147          | ) |  | $            | 26  |   |  | $ | (54    | )
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Investing activities:                                             |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Acquisitions of subsidiaries and affiliates, net of cash acquired |  |        |       |   |         |   |       |           |  |   | (62           | ) |  |              | 2   |   |  |   | (60    | )
|Additions to property, plant and equipment and other assets       |  |        |       |   |         |   |       |           |  |   | (13           | ) |  |              | (7  | ) |  |   | (20    | )
|Additions to intangible assets                                    |  |        |       |   |         |   |       |           |  |   | (29           | ) |  |              | (3  | ) |  |   | (32    | )
|Other investing activities                                        |  |        |       |   |         |   |       |           |  |   | (2            | ) |  |              | 1   |   |  |   | (1     | )
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Net cash used in investing activities                             |  |        |       |   |         |   |       |           |  |   | (106          | ) |  |              | (7  | ) |  |   | (113   | )
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Financing activities:                                             |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Contribution from Valcon                                          |  |        | 2,076  |   |         |   |       |           |  |   |              |   |  |              |    |   |  |   | 2,076  |  
|Repayments of other debt                                          |  |        | (453   | ) |         |   | (1,295 | )         |  |   | (3            | ) |  |              |    |   |  |   | (1,751 | )
|Decrease in other short-term borrowings                           |  |        |       |   |         |   |       |           |  |   | (2            | ) |  |              | 14  |   |  |   | 12     |  
|Settlement of derivatives and other financing activities          |  |        | (1,628 | ) |         |   | 1,228  |           |  |   | 239           |   |  |              | (51 | ) |  |   | (212   | )
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Net cash (used in)/provided by financing activities               |  |        | (5     | ) |         |   | (67    | )         |  |   | 234           |   |  |              | (37 | ) |  |   | 125    |  
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Effect of exchange rate changes on cash and cash equivalents      |  |        | 5      |   |         |   |       |           |  |   | 1             |   |  |              | 9   |   |  |   | 15     |  
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Net decrease in cash and cash equivalents                         |  |        |       |   |         |   |       |           |  |   | (18           | ) |  |              | (9  | ) |  |   | (27    | )
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Cash and cash equivalents, beginning of period                    |  |        | 1      |   |         |   |       |           |  |   | 65            |   |  |              | 352 |   |  |   | 418    |  
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  
|Cash and cash equivalents, end of period                          |  | $      | 1      |   |         | $ |       |           |  | $ | 47            |   |  | $            | 343 |   |  | $ | 391    |  
|                                                                  |  |        |        |   |         |   |        |           |  |   |               |   |  |              |     |   |  |   |        |  

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 provided by/(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  |  
|                                                                                         |  |        |   |  |         |   |     |           |  |   |               |   |  |              |     |   |  |   |      |  



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##### Table of Contents

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

Introduction

The following discussion and
analysis supplements managements discussion and analysis of The Nielsen Company B.V. (the Company or Nielsen) for the year ended December 31, 2010 as contained in the Annual Report on Form 10-K filed by the Company
with the Securities and Exchange Commission on March 1, 2011, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed
Consolidated Financial Statements and related notes thereto. Further, this report may contain material that includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made,
Nielsens current views with respect to current events and financial performance. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are
forward-looking statements. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Nielsens operations and business environment that may cause actual results to be materially different from any future
results, express or implied, by such forward-looking statements, including but not limited to, those set forth in this Item 2 and Part II, Item 1A, if any, and those noted in our 2010 Annual Report on Form 10-K under Risk
Factors. Forward-looking statements speak only as of the date of this report or as of the date they were made. We disclaim any intention to update the current expectations or forward-looking statements contained in this report. Unless required
by context, references to we, us, and our refer to Nielsen and each of its consolidated subsidiaries.

Background and Executive Summary

We are a global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. We deliver critical media and marketing information,
analytics and industry expertise about what consumers buy and what consumers watch on a global and local basis (consumer interaction with television, online and mobile). Our information, insights and solutions help our clients maintain and
strengthen their market positions and identify opportunities for profitable growth. We have a presence in approximately 100 countries, including many developing and emerging markets, and hold leading market positions in many of our services and
geographies. Our parent company, Valcon Acquisition B.V. (Valcon), is a wholly-owned subsidiary of Nielsen Holdings N.V. (Holdings).

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

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

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

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

Business
Segment Overview

We align our business into three reporting segments: What Consumers Buy (consumer purchasing measurement
and analytics), What Consumers Watch (media audience measurement and analytics) and Expositions. Our Buy and Watch segments, which together generate substantially all of our revenues, are built on a foundation of proprietary data assets that are
designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses.

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



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Our Watch segment provides viewership data and analytics primarily to the media and
advertising industries across television, online and mobile screens. Our Watch data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our
advertising clients to plan and optimize their spending. We are a leader in providing measurement services across the three screens.

Our Expositions segment operates one of the largest portfolios of business-to-business trade shows in the United States. Each year, we produce approximately 40 trade shows, which in 2010 connected
approximately 270,000 buyers and sellers across 20 industries.

Certain corporate costs, 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.



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##### Table of Contents

Factors Affecting Nielsens Financial Results

Acquisitions and Investments in Affiliates

For the three months ended March 31, 2011, we paid cash consideration of $60 million associated with both current period and previously executed acquisitions, net of cash acquired. Had the current
period acquisition occurred as of January 1, 2011, the impact on our consolidated results of operations would not have been material.

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. Had that
periods acquisitions occurred as of January 1, 2010, the impact on our consolidated results of operations would not have been material.

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.



|                 |  |                              |     |   |      |  |     |  
|---------------- |  | ---------------------------- | --- | - | ---- |  | --- | -
|                 |  | Three Months EndedMarch 
31, |    
|                 |  | 2011                         |     |   | 2010 | 
|U.S. Dollar      |  |                              | 52  | % |      |  | 53  | %
|Euro             |  |                              | 13  | % |      |  | 14  | %
|Other Currencies |  |                              | 35  | % |      |  | 33  | %
|                 |  |                              |     |   |      |  |     |  
|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 Risk. In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates
of exchange. The average U.S. dollar to Euro exchange rate was $1.37 to 1.00 and $1.39 to 1.00 for the three months ended March 31, 2011 and 2010, 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 evaluate our results of
operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency
information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our prior-period local currency financial results
using the current period foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by others and, accordingly, the constant currency
presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP nor should such amounts be considered in isolation.

Results of OperationsThree Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

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



|                                                                                                                |  |                              |       |  |      |   |       | 
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----- |  | ---- | - | ----- | 
|                                                                                                                |  | Three Months EndedMarch 
31, |      
|(IN MILLIONS)                                                                                                   |  | 2011                         |       |  | 2010 |  
|Revenues                                                                                                        |  | $                            | 1,302 |  |      | $ | 1,196 | 
|                                                                                                                |  |                              |       |  |      |   |       | 
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                              | 549   |  |      |   | 520   | 
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                              | 543   |  |      |   | 400   | 
|Depreciation and amortization                                                                                   |  |                              | 136   |  |      |   | 141   | 
|Restructuring charges                                                                                           |  |                              | 23    |  |      |   | 3     | 
|                                                                                                                |  |                              |       |  |      |   |       | 



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|                                                                                                  |  |                              |      |   |      |   |      |  
|------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                                  |  | Three Months EndedMarch 
31, |     
|(IN MILLIONS)                                                                                     |  | 2011                         |      |   | 2010 |  
|Operating income                                                                                  |  |                              | 51   |   |      |   | 132  |  
|                                                                                                  |  |                              |      |   |      |   |      |  
|Interest income                                                                                   |  |                              | 1    |   |      |   | 1    |  
|Interest expense                                                                                  |  |                              | (136 | ) |      |   | (162 | )
|Loss on derivative instruments                                                                    |  |                              | (1   | ) |      |   | (10  | )
|Foreign currency exchange transaction gains, net                                                  |  |                              | 7    |   |      |   | 78   |  
|Other (expense)/ income, net                                                                      |  |                              | (230 | ) |      |   | 9    |  
|                                                                                                  |  |                              |      |   |      |   |      |  
|(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates |  |                              | (308 | ) |      |   | 48   |  
|Benefit for income taxes                                                                          |  |                              | 134  |   |      |   | 1    |  
|Equity in net loss of affiliates                                                                  |  |                              | (2   | ) |      |   | (2   | )
|                                                                                                  |  |                              |      |   |      |   |      |  
|(Loss)/income from continuing operations                                                          |  |                              | (176 | ) |      |   | 47   |  
|Loss from discontinued operations, net of tax                                                     |  |                              | (1   | ) |      |   | (5   | )
|                                                                                                  |  |                              |      |   |      |   |      |  
|Net (loss)/ income                                                                                |  |                              | (177 | ) |      |   | 42   |  
|Less: net income attributable to noncontrolling interests                                         |  |                              | 1    |   |      |   | 1    |  
|                                                                                                  |  |                              |      |   |      |   |      |  
|Net (loss)/income attributable to The Nielsen Company B.V.                                        |  | $                            | (178 | ) |      | $ | 41   |  
|                                                                                                  |  |                              |      |   |      |   |      |  

Consolidated Results for the Three Months Ended March 31, 2011 Versus the Three Months Ended March 31, 2010

Revenues

Our revenues increased 8.9% to $1,302 million for the three months ended March 31, 2011 from $1,196 million for the three months ended March 31, 2010, or 7.3% on a constant currency basis,
which excludes a 1.6% favorable impact of changes in foreign currency exchange rates. These increases were driven by a 9.8% increase within our Buy segment (7.9% on a constant currency basis), a 6.4% increase within our Watch segment (5.4% on a
constant currency basis), and a 14.3% increase in our Expositions segment.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 5.6% to $549 million for the three months ended March 31, 2011 from $520 million for the
three months ended March 31, 2010, or 4.2% on a constant currency basis, excluding a 1.4% unfavorable impact of changes in foreign currency exchange rates. These increases resulted from a 10.1% increase within our Buy segment (8.1% on a
constant currency basis) due primarily to investments in the continued global expansion of our services. Costs within our Watch segment decreased 2.2% (3.3% on a constant currency basis) due primarily to productivity savings and product portfolio
management initiatives in North America Television.

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

Selling, general and administrative expenses increased 35.8% to $543 million for the three months
ended March 31, 2011 from $400 million for the three months ended March 31, 2010, or 34.1% on a constant currency basis, excluding a 1.7% unfavorable impact of changes in foreign currency exchange rates. These increases were driven by an
10.2% increase within our Buy segment (8.7% on a constant currency basis) due to increases in client service costs and other investments associated with the global expansion of our services as well as a 13.1% increase within our Watch segment (11.8%
on a constant currency basis) due primarily to increased investment in three-screen measurement initiatives. Corporate costs increased by approximately $102 million as a result of a $102 million charge for the termination and settlement of the
Sponsor Advisory Agreements.



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Depreciation and Amortization

Depreciation and amortization expense was $136 million for the three months ended March 31, 2011 as compared to $141 million for the
three months ended March 31, 2010. Depreciation and amortization expense associated with tangible and intangibles assets acquired in business combinations decreased to $50 million for the three months ended March 31, 2011 from $60 million
for the three months ended March 31, 2010 resulting from lower amortization on purchase price adjustments for certain software assets that became fully amortized. This decline was offset by increases in depreciation and amortization expense
associated with higher capital expenditures.

Restructuring Charges

We recorded $23 million and $3 million in restructuring charges relating to employee severance associated with productivity initiatives
during the three months ended March 31, 2011 and 2010, respectively.

Operating Income

Operating income for the three months ended March 31, 2011 was $51 million compared to operating income of $132 million for the three
months ended March 31, 2010. Operating income of $64 million for the three months ended March 31, 2011 within our Buy segment increased from $62 million for the three months ended March 31, 2010. Operating income within our Watch
segment was $82 million for the three months ended March 31, 2011 compared to $71 million for the three months ended March 31, 2010. Operating income within our Expositions segment was $26 million for the three months ended March 31,
2011 as compared to $18 million for the three months ended March 31, 2010. Corporate operating expenses increased to $121 million for the three months ended March 31, 2011 from $19 million for the three months ended March 31, 2010.

Interest Expense

Interest expense was $136 million for the three months ended March 31, 2011 compared to $162 million for the three months ended March 31, 2010, as decreases in interest costs associated with the
impact of debt retirements during the quarter and lower interest costs on derivative instruments were only partially offset by increases in interest costs on our senior secured term.

Loss on Derivative Instruments

Loss on derivative instruments was $1
million for the three months ended March 31, 2011 compared to a loss of $10 million for the three months ended March 31, 2010. The reduction in losses resulted from the maturity of $1.5 billion in notional amount of interest rate swaps
between February 2010 and November 2010 for which hedge accounting was discontinued in February 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 $1.37 to 1.00 for the three months ended March 31, 2011 as compared to $1.39 to 1.00 for the three months ended March 31, 2010.

Foreign currency exchange resulted in a $7 million gain for the three months ended March 31, 2011 compared to $78 million for the
three months ended March 31, 2010. The gains in 2011 resulted primarily from the fluctuation in Japanese Yen as compared to the Euro applied to a debenture loan as well as fluctuations in certain currencies associated with a portion of our
intercompany loan portfolio. The gains in 2010 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 (Expense)/Income, Net

The $230 million other expense amount for the three months ended March 31, 2011 includes charges of approximately $231 million associated with the redemption and subsequent retirement of certain
indebtedness through contributions from Valcon. The charges related to the associated redemption premiums and recognition of previously deferred financing costs. These charges were partially offset by $1 million of other gains.

The $9 million other income amount for the three months ended March 31, 2010 was comprised of gains attributable to certain business
divestitures.



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##### Table of Contents

Income Taxes

The effective tax benefit rates for the three months ended March 31, 2011 and 2010 were 44% and 2%, respectively. The tax benefit for the three months ended March 31, 2011 was higher than the
statutory expense rate primarily due to the favorable impact of certain financing activities and the tax rate differences in other jurisdictions where we file tax returns. The tax benefit for the three months ended March 31, 2010 was
significantly different from the statutory expense rate primarily due to the favorable effect of certain foreign exchange gains and financing activities.

Liabilities for unrecognized income tax benefits totaled $114 million as of March 31, 2011 and December 31, 2010. 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 2006 and prior periods. In addition, we have
subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2001 through 2008.

In 2010, the IRS concluded its audit of the 2006 and 2007 tax years. We are under Canadian audit for the years 2006, 2007 and 2008. It is anticipated that these 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.



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##### Table of Contents

Business Segment Results three months ended March 31, 2011 Compared to the three months ended
March 31, 2010

Revenues

The table below sets forth our segment revenue performance data three months ended March 31, 2011 compared to the three months ended March 31, 2010, both on an as-reported and constant currency
basis.



|                    |  |                                         |       |  |                                         |   |       |                                 |  |  |                                                   |   |  |                                          |       |  |  |  |      |  
|------------------- |  | --------------------------------------- | ----- |  | --------------------------------------- | - | ----- | ------------------------------- |  |  | ------------------------------------------------- | - |  | ---------------------------------------- | ----- |  |  |  | ---- | -
|(IN MILLIONS)       |  | Three monthsendedMarch 31, 2011Reported |       |  | Three monthsendedMarch 31, 2010Reported |   |       | % Variance2011 vs. 2010Reported |  |  | Three monthsendedMarch 
31, 2011Constant Currency |   |  | % Variance2011 vs. 2010Constant Currency |      
|Revenues by segment |  |                                         |       |  |                                         |   |       |                                 |  |  |                                                   |   |  |                                          |       |  |  |  |      |  
|Buy                 |  | $                                       | 815   |  |                                         | $ | 742   |                                 |  |  | 9.8                                               | % |  | $                                        | 755   |  |  |  | 7.9  | %
|Watch               |  |                                         | 431   |  |                                         |   | 405   |                                 |  |  | 6.4                                               | % |  |                                          | 409   |  |  |  | 5.4  | %
|Expositions         |  |                                         | 56    |  |                                         |   | 49    |                                 |  |  | 14.3                                              | % |  |                                          | 49    |  |  |  | 14.3 | %
|                    |  |                                         |       |  |                                         |   |       |                                 |  |  |                                                   |   |  |                                          |       |  |  |  |      |  
|Total               |  | $                                       | 1,302 |  |                                         | $ | 1,196 |                                 |  |  | 8.9                                               | % |  | $                                        | 1,213 |  |  |  | 7.3  | %
|                    |  |                                         |       |  |                                         |   |       |                                 |  |  |                                                   |   |  |                                          |       |  |  |  |      |  

Buy Segment Revenues

Revenues increased 9.8% to $815 million for the three months ended March 31, 2011 from $742 million for the three months ended March 31, 2010, or 7.9% on a constant currency basis driven by a
22.7% increase in Developing markets (18.8% on a constant currency basis) and a 4.7% increase in Developed markets (3.7% on a constant currency basis), as our customers continue to expand geographically and increase their spending on analytical
services.

Revenues from Information services increased 11.9% to $603 million for the three months ended March 31, 2011
from $539 million for the three months ended March 31, 2010, or 9.8% on a constant currency basis. These increases were driven by 25.0% growth in Developing Markets (20.3% on a constant currency basis) as a result of continued expansion of both
our retail measurement and consumer panel services to both new and existing customers and new markets. Revenue from Developed markets increased 6.7% (5.6% on a constant currency basis) due to growth in retail measurement services in Western Europe
and North America from new and existing customers.

Revenues from Insights services increased 4.4% to $212 million for the
three months ended March 31, 2011 from $203 million for the three months ended March 31, 2010, or 2.9% on a constant currency basis. These increases were primarily driven by growth in Developing markets.

Watch Segment Revenues

Revenues increased 6.4% to $431 million for the three months ended March 31, 2011 from $405 million for the three months ended
March 31, 2010, or 5.4% on a constant currency basis. Television measurement grew 6.5% driven by increases in spending from existing customers globally and the timing of certain product deliverables.

Expositions Segment Revenues

Revenues increased 14.3% to $56 million for the three months ended March 31, 2011 from $49 million for the three months ended March 31, 2010. More than half of this growth was driven by the
impact of acquisitions, net of certain show closures with the remaining growth driven by certain sectors of existing shows.

Business
Segment Operating Income/(Loss)

We do not allocate items below operating income/(loss) to our business segments and
therefore the table below sets forth a summary of operating income/(loss) at the business segment level for the three months ended March 31, 2011 and 2010.



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|                                   |  |                                         |      |   |                                         |   |     |                               |  |   |      |  
|---------------------------------- |  | --------------------------------------- | ---- | - | --------------------------------------- | - | --- | ----------------------------- |  | - | ---- | -
|(IN MILLIONS)                      |  | Three monthsendedMarch 31, 2011Reported |      |   | Three monthsendedMarch 31, 2010Reported |   |     | Variance2011 vs. 2010Reported | 
|Operating income/(loss) by segment |  |                                         |      |   |                                         |   |     |                               |  |   |      |  
|Buy                                |  | $                                       | 64   |   |                                         | $ | 62  |                               |  | $ | 2    |  
|Watch                              |  |                                         | 82   |   |                                         |   | 71  |                               |  |   | 11   |  
|Expositions                        |  |                                         | 26   |   |                                         |   | 18  |                               |  |   | 8    |  
|Corporate                          |  |                                         | (121 | ) |                                         |   | (19 | )                             |  |   | (102 | )
|                                   |  |                                         |      |   |                                         |   |     |                               |  |   |      |  
|Total                              |  | $                                       | 51   |   |                                         | $ | 132 |                               |  | $ | (81  | )
|                                   |  |                                         |      |   |                                         |   |     |                               |  |   |      |  

Buy

Operating income increased to $64 million for the three months ended March 31, 2011 from $62 million for the three months ended March 31, 2010 due to the revenue performance mentioned above,
lower depreciation and amortization as well as the impact of changes in foreign currency exchange rates, offset in part by investments in Developing markets expansion and increases in data acquisition costs.

Watch

Operating income
was $82 million for the three months ended March 31, 2011 as compared to $71 million for the three months ended March 31, 2010. The increase was driven by the revenue performance discussed above and the impact of changes in foreign
currency exchange rates, which was offset by increased depreciation and amortization expense associated with technology infrastructure initiatives and increased investment in three-screen measurement initiatives.

Expositions

Operating
income was $26 million for the three months ended March 31, 2011 as compared to $18 million for the three months ended March 31, 2010 driven primarily by the revenue performance discussed above.

Corporate and Eliminations

Operating expenses were $121 million for the three months ended March 31, 2011 as compared to $19 million for the three months ended March 31, 2010 due primarily to the $102 million charge for
the termination and settlement of the Sponsor Advisory Agreements.



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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, 2011, cash and cash equivalents were $391 million and our total
indebtedness was $6,911 million. In addition, we also had $611 million available for borrowing under our senior secured revolving credit facility at March 31, 2011.

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.

Financing Transactions

Initial Public Offering and Use of Proceeds

On January 31, 2011,
Holdings completed an initial public offering of 82,142,858 shares of its 0.07 par value common stock at a price of $23.00 per share, generating proceeds of approximately $1,801 million, net of $88 million of underwriter discounts and other
issuance costs.

Concurrent with its offering of common stock, Holdings issued $288 million in aggregate principal amount of
6.25% Mandatory Convertible Subordinated Bonds due February 1, 2013, generating proceeds of approximately $277 million, net of $11 million of underwriter discounts.

Holdings contributed substantially all of the combined net proceeds associated with the aforementioned transactions to us, through Valcon, and we utilized substantially all of the contributed amount to
redeem and retire certain issuances of our long-term indebtedness as follows:



| |  |  | On February 9, 2011, we paid approximately $201 million to redeem $164 million of our outstanding $467 million ($500 million aggregate principal
amount) 11.50% Senior Discount Notes Due 2016 with a redemption cost of the stated rate applied to the principal amount being redeemed plus a proportionate amount of accrued interest to the principal amount.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 9, 2011, we paid approximately $129 million to redeem $107 million of our outstanding $307 million ($330 million aggregate principal
amount) 11.625% Senior Discount Notes Due 2014 with a redemption cost of the stated rate applied to the principal amount being redeemed plus a proportionate amount of accrued interest to the principal amount.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 25, 2011, we paid approximately $1,133 million to redeem all of our outstanding $999 million ($1,070 million aggregate principal
amount) 12 1/2% Senior Subordinated Discount Notes Due 2016 at a price of 105.89% of the aggregate principal amount.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 25, 2011, we paid approximately $251 million to redeem 163 million (174 million aggregate principal amount) of
our 11.125% Senior Discount Debenture Notes due 2016 at a price of 104.87% of the aggregate principal amount.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On March 2, 2011, we paid approximately $244 million to redeem the remaining 159 million (169 million aggregate principal amount)
of our 11.125% Senior Discount Debenture Notes due 2016 at a price of 104.87% of the aggregate principal amount.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We recorded a total debt extinguishment charge of approximately $145 million (net of tax of $86 million) in our condensed consolidated statement of operations for the three months ended March 31,
2011 associated with these redemptions. The pre-tax amount of this charge was recorded in other (expense)/income, net in the condensed consolidated financial statements.



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Amendment to Senior Secured Credit Facility

On March 23, 2011, we entered into an amendment (the Amendment Agreement) to our Amended and Restated Credit Agreement,
dated August 9, 2006 and amended and restated as of June 23, 2009 (the Credit Agreement), among us, the other borrowers and guarantors party thereto, the lenders and other parties from time to time party thereto, and Citibank,
N.A., as administrative agent. The Amendment Agreement documents the terms of new revolving credit commitments obtained by us in connection with a revolving credit commitment extension offer. In connection with the Amendment Agreement, we terminated
the existing revolving credit commitments totaling $688 million, which had a final maturity date of August 9, 2012, and replaced them with new revolving credit commitments totaling $635 million with a final maturity date of April 1, 2016.

Revolving loans made pursuant to the new revolving credit commitments may be drawn in U.S. Dollars or Euros (at the election
of the borrowers) and bear a tiered floating interest rate of LIBOR plus a margin ranging from 2.25% to 3.50% based on the Total Leverage Ratio (as defined in the Credit Agreement). Margins on base rate loans range from 1.25% to 2.50% also based on
the Total Leverage Ratio. A commitment fee is payable on the unused portion of the new revolving credit commitments ranging from 0.375% to 0.75% depending on the Total Leverage Ratio.

Cash Flows

Operating activities. Net cash used in operating
activities was $54 million for the three months ended March 31, 2011, compared to $28 million for the three months ended March 31, 2010. The primary driver for the increase in cash used in operating activities was the $102 million payment
for the termination and settlement of the Sponsor Advisory Agreements. The impact of the termination payment was partially offset by business growth and lower interest payments. Our key collections performance measure, days billing outstanding
(DBO), was 52 days for the three months ended March 31, 2011 compared to 53 days for the three months ended March 31, 2010.

Investing activities. Net cash used in investing activities was $113 million for the three months ended March 31, 2011, compared to $32 million for the three months ended March 31, 2010.
The primary driver for the increased usage of cash from investing activities was the increase in acquisition payments combined with lower proceeds from business divestitures.

Capital expenditures for property, plant, equipment, software and other assets totaled $52 million for the three months ended March 31, 2011 versus $53 million for the three months ended
March 31, 2010.

Financing activities. Net cash provided by financing activities was $125 million for the three
months ended March 31, 2011 as compared to net cash used in financing activities of $32 million for the three months ended March 31, 2010. The higher source of cash was driven by the results of the 2011 transactions described under the
Financing Transactionssection above.

Covenant Compliance

Financial covenants contained in our 2006 Senior Secured credit facility consist of a maximum leverage ratio and a minimum interest
coverage ratio as related to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the facility) at the end
of any calendar quarter to Covenant EBITDA (as defined in the facility) for the four quarters then ended to exceed a specified threshold. Currently, the maximum permitted ratio is 7.5 to 1.0, with such maximum ratio declining over time to 6.25 to
1.0 for periods after October 1, 2012.

The interest coverage ratio requires that we not permit the ratio of Covenant
EBITDA at the end of any calendar quarter to Consolidated Interest Expense (as defined in the facility) for the four quarters then ended to be less than a specified threshold. Currently, the minimum permitted ratio is 1.75 to 1.0, with such minimum
ratio varying between 1.75 and 1.0 to 1.50 to 1.0 for subsequent periods.

Failure to comply with either of these covenants
would result in an event of default under our 2006 Senior Secured Credit Facilities 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 2006 Senior Secured Credit Facilities and these covenants are material to us. As of March 31, 2011, we were in full compliance with the covenants described
above.

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



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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 2010 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 2011 results, and therefore it is uncertain at this time if we will be required to make any corresponding mandatory prepayments in early 2012.

Transactions with Sponsors and Other Related Parties

On January 31, 2011, each of our subsidiaries party to the Advisory Agreements agreed, along with the Sponsors, to terminate all such agreements in exchange for a settlement of $102 million and we
recorded a charge of $61 million (net of tax of $41 million). The pre-tax amount of this charge was recorded as a component of selling, general and administrative expenses in our condensed consolidated statement of operations. 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 the three months ended March 31, 2010.

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 alleged 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. On January 13, 2011 the U.S. District Court in the
Southern District of Florida dismissed all federal and state antitrust claims brought against us by Sunbeam stating that Sunbeam failed to show that any competitor was willing and able to enter the local television ratings market in
Miami and was excluded from that market by us. The Court also determined that Sunbeam could not prove that the current ratings for Sunbeams local station WSVN are less accurate than they would be under a prospective competitors
methodology. The Court deferred ruling on the remaining ancillary claims, including breach of contract and violation of Floridas Deceptive and Unfair Trade Practices Act. Subsequent to the courts decision, Sunbeam voluntarily dismissed
with prejudice the remaining claims in the case so that all claims have been dismissed. Sunbeam has appealed the courts dismissal of the antitrust claims.

Other Legal Proceedings and Contingencies

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

Off-Balance Sheet
Arrangements

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

Summary of Recent Accounting Pronouncements

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 was effective as of January 1, 2011 for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13, did not have a material impact on our condensed consolidated financial statements as of March 31, 2011 or
for the three months then ended.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

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



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



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

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

The Companys Chief Executive Officer and Chief
Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2011 (the Evaluation Date). Based on such evaluation and subject to foregoing, such officers have concluded
that, as of the Evaluation Date, the Companys disclosure controls and procedures are effective at the



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reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated
and communicated to the Companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



|(b) | 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, 2010.





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

The exhibit
index attached hereto is incorporated herein by reference.



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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 28, 2011 |  | /s/ Jeffrey R. Charlton                                                                                
|                     |  | Jeffrey R. Charlton                                                                                    
|                     |  | Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer



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EXHIBIT INDEX

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



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              | 
|10.1          |  | Amendment No. 2, dated as of March 23, 2011, to the Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, among
Nielsen Finance LLC, the other borrowers and guarantors party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as administrative agent (incorporated by reference herein from the Form 10-Q of Nielsen
Holdings N.V. filed on the date hereof).
|              | 
|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)                                                                                                                                                                                                                                                                                                 



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