##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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(Mark One)

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

For the quarterly period ended September 30, 2007

OR



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

For the transition period
fromto

Commission file number



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The Nielsen Company B.V.

(Exact name of registrant as specified in its charter)



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|                                                     |  |                                                               
|---------------------------------------------------- |  | --------------------------------------------------------------
|The Netherlands                                      |  | 98-0366864                                                    
|(State of incorporation)                             |  | (I.R.S. Employer Identification No.)                          
|                                                     | 
|770 Broadway New York, New York 10003 (646) 654-5000 |  | Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23- 546 3463



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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 ̈No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one:)

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

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



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##### Table of Contents

Table of Contents

Contents



|           |  |                                                                                                                                                                                                                                                                                                                                                                                |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                                                                                                                                                                                                                                                                                                |  | PAGE
|PART I.    |  | FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                          |  |     
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 1.    |  | Financial Statements                                                                                                                                                                                                                                                                                                                                                           |  |     
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|           |  | Condensed Consolidated Balance Sheets as of September 30, 2007 (Unaudited) and December 31, 2006 for the Successor                                                                                                                                                                                                                                                             |  | 3   
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|           |  | Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2007 (Unaudited) for the Successor, for the three months ended September 30, 2006 (Unaudited) and for the period from May 24, 2006
through September 30, 2006 (Unaudited) for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor |  | 4   
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|           |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 (Unaudited) for the Successor and for the period from May 24, 2006 through September 30, 2006 (Unaudited) for the Successor and for the
period from January 1, 2006 through May 23, 2006 for the Predecessor                                                                      |  | 5   
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|           |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                                                                                                                                                                                                                                                               |  | 6   
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                                                                                                                                                          |  | 36  
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                                                                                                                                                                     |  | 67  
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 4T.   |  | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                        |  | 68  
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|PART II.   |  | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                              |  |     
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 1.    |  | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                              |  | 70  
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 1A.   |  | Risk Factors                                                                                                                                                                                                                                                                                                                                                                   |  | 70  
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                                                                                                                                                                                                    |  | N/A 
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 3.    |  | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                |  | N/A 
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                            |  | N/A 
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 5.    |  | Other Information                                                                                                                                                                                                                                                                                                                                                              |  | N/A 
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Item 6.    |  | Exhibits                                                                                                                                                                                                                                                                                                                                                                       |  | 70  
|           |  |                                                                                                                                                                                                                                                                                                                                                                               
|Signatures |  |                                                                                                                                                                                                                                                                                                                                                                                |  | 71  



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##### Table of Contents

PART I. FINANCIAL IN
FORMATION

Item 1. Financial Sta
tements

The Nielsen Company B.V.

Condensed Consoli
dated Balance Sheets



|                                                                                                                                       |  |               |        |   |              |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ------------ | - | ------ | -
|                                                                                                                                       |  | Successor     |       
|                                                                                                                                       |  | September 30, |        |   | December 31, |  
|(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)                                                                                         |  | 2007          |        |   | 2006         |  
|                                                                                                                                       |  | (Unaudited)   |        |   |              |  
|Assets:                                                                                                                                |  |               |        |   |              |   |        |  
|Current assets                                                                                                                         |  |               |        |   |              |   |        |  
|Cash and cash equivalents                                                                                                              |  | $             | 340    |   |              | $ | 631    |  
|Marketable securities                                                                                                                  |  |               |       |   |              |   | 151    |  
|Trade and other receivables, net of allowances for doubtful accounts and sales returns of $28 and $29 in 2007 and 2006,
respectively   |  |               | 820    |   |              |   | 740    |  
|Prepaid expenses and other current assets                                                                                              |  |               | 277    |   |              |   | 247    |  
|Assets of discontinued operations                                                                                                      |  |               |       |   |              |   | 545    |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Total current assets                                                                                                                   |  |               | 1,437  |   |              |   | 2,314  |  
|                                                                                                                                       |  |              
|Non-current assets                                                                                                                     |  |               |        |   |              |   |        |  
|Property, plant and equipment, net                                                                                                     |  |               | 550    |   |              |   | 524    |  
|Goodwill                                                                                                                               |  |               | 7,854  |   |              |   | 6,664  |  
|Other intangible assets, net                                                                                                           |  |               | 5,273  |   |              |   | 5,772  |  
|Deferred tax assets                                                                                                                    |  |               | 336    |   |              |   | 106    |  
|Other non-current assets                                                                                                               |  |               | 894    |   |              |   | 719    |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Total assets                                                                                                                           |  | $             | 16,344 |   |              | $ | 16,099 |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Liabilities, minority interests and shareholders equity:                                                                              |  |               |        |   |              |   |        |  
|Current liabilities                                                                                                                    |  |               |        |   |              |   |        |  
|Accounts payable and other current liabilities                                                                                         |  | $             | 1,057  |   |              | $ | 988    |  
|Deferred revenues                                                                                                                      |  |               | 453    |   |              |   | 451    |  
|Income tax liabilities                                                                                                                 |  |               | 167    |   |              |   | 252    |  
|Current portion of long-term debt, capital lease obligations and other short-term borrowings                                           |  |               | 314    |   |              |   | 212    |  
|Liabilities of discontinued operations                                                                                                 |  |               |       |   |              |   | 143    |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Total current liabilities                                                                                                              |  |               | 1,991  |   |              |   | 2,046  |  
|                                                                                                                                       |  |              
|Non-current liabilities                                                                                                                |  |               |        |   |              |   |        |  
|Long-term debt and capital lease obligations                                                                                           |  |               | 7,992  |   |              |   | 7,761  |  
|Deferred tax liabilities                                                                                                               |  |               | 1,991  |   |              |   | 1,901  |  
|Other non-current liabilities                                                                                                          |  |               | 524    |   |              |   | 372    |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Total liabilities                                                                                                                      |  |               | 12,498 |   |              |   | 12,080 |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Commitments and contingencies (Note 13)                                                                                                |  |               |        |   |              |   |        |  
|                                                                                                                                       |  |              
|Minority interests                                                                                                                     |  |               | 3      |   |              |   | 105    |  
|                                                                                                                                       |  |              
|Shareholders equity:                                                                                                                  |  |               |        |   |              |   |        |  
|                                                                                                                                       |  |              
|7% preferred stock, 8.00 par value, 150,000 shares authorized, issued and outstanding                                                 |  |               | 1      |   |              |   | 1      |  
|Common stock, 0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at September 30, 2007 and
December 31, 2006 |  |               | 58     |   |              |   | 58     |  
|Additional paid-in capital                                                                                                             |  |               | 4,173  |   |              |   | 4,122  |  
|Accumulated deficit                                                                                                                    |  |               | (548   | ) |              |   | (313   | )
|Accumulated other comprehensive income, net of income taxes                                                                            |  |               | 159    |   |              |   | 46     |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Total shareholders equity                                                                                                             |  |               | 3,843  |   |              |   | 3,914  |  
|                                                                                                                                       |  |               |        |   |              |   |        |  
|Total liabilities, minority interests and shareholders equity                                                                         |  | $             | 16,344 |   |              | $ | 16,099 |  
|                                                                                                                                       |  |               |        |   |              |   |        |  

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



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statemen
ts of Operations



|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ----- | - | --------------------------------- | - | ----------- | ---------------------------------- |  | - | ------------------------- | - |  | - | ----- | ----------------------- |  |  |  | - | ----------- | -
|                                                                                                                |  | Successor                          |       |   |                                   |   | Predecessor |                                   
|(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)                                                                  |  | Three MonthsendedSeptember 30,2007 |       |   | Nine MonthsendedSeptember 30,2007 |   |             | Three MonthsendedSeptember 30,2006 |  |   | May 24 -September 30,2006 |   |  |   |       | January 1 -May 23, 2006 | 
|                                                                                                                |  | (Unaudited)                        |       |   | (Unaudited)                       |   |             | (Unaudited)                        |  |   | (Unaudited)               |   |  |   |       |                         | 
|Revenues                                                                                                        |  | $                                  | 1,188 |   |                                   | $ | 3,429       |                                    |  | $ | 1,070                     |   |  | $ | 1,463 |                         |  |  |  | $ | 1,626       |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                                    | 536   |   |                                   |   | 1,558       |                                    |  |   | 491                       |   |  |   | 686   |                         |  |  |  |   | 787         |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                                    | 385   |   |                                   |   | 1,170       |                                    |  |   | 384                       |   |  |   | 549   |                         |  |  |  |   | 554         |  
|Depreciation and amortization                                                                                   |  |                                    | 111   |   |                                   |   | 334         |                                    |  |   | 102                       |   |  |   | 145   |                         |  |  |  |   | 126         |  
|Transaction costs                                                                                               |  |                                    |      |   |                                   |   |            |                                    |  |   |                          |   |  |   |      |                         |  |  |  |   | 95          |  
|Restructuring costs                                                                                             |  |                                    | 79    |   |                                   |   | 134         |                                    |  |   | 1                         |   |  |   | 1     |                         |  |  |  |   | 7           |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Operating income                                                                                                |  |                                    | 77    |   |                                   |   | 233         |                                    |  |   | 92                        |   |  |   | 82    |                         |  |  |  |   | 57          |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Interest income                                                                                                 |  |                                    | 7     |   |                                   |   | 23          |                                    |  |   | 5                         |   |  |   | 7     |                         |  |  |  |   | 8           |  
|Interest expense                                                                                                |  |                                    | (164  | ) |                                   |   | (477        | )                                  |  |   | (159                      | ) |  |   | (215  | )                       |  |  |  |   | (48         | )
|Gain/(loss) on derivative instruments                                                                           |  |                                    | 19    |   |                                   |   | 32          |                                    |  |   | 6                         |   |  |   | 4     |                         |  |  |  |   | (9          | )
|Loss on early extinguishment of debt                                                                            |  |                                    |      |   |                                   |   |            |                                    |  |   | (63                       | ) |  |   | (63   | )                       |  |  |  |   |            |  
|Foreign currency exchange transaction (loss)/gain, net                                                          |  |                                    | (47   | ) |                                   |   | (81         | )                                  |  |   | (82                       | ) |  |   | (29   | )                       |  |  |  |   | (3          | )
|Equity in net (loss)/income of affiliates                                                                       |  |                                    | (5    | ) |                                   |   | 1           |                                    |  |   | (4                        | ) |  |   | (1    | )                       |  |  |  |   | 6           |  
|Other (expense)/income net                                                                                      |  |                                    |      |   |                                   |   | (2          | )                                  |  |   | 2                         |   |  |   |      |                         |  |  |  |   | 14          |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|(Loss)/income from continuing operations before income taxes and minority interests                             |  |                                    | (113  | ) |                                   |   | (271        | )                                  |  |   | (203                      | ) |  |   | (215  | )                       |  |  |  |   | 25          |  
|Benefit/(provision) for income taxes                                                                            |  |                                    | 12    |   |                                   |   | 32          |                                    |  |   | 103                       |   |  |   | 76    |                         |  |  |  |   | (39         | )
|Minority interests                                                                                              |  |                                    |      |   |                                   |   | 2           |                                    |  |   |                          |   |  |   |      |                         |  |  |  |   |            |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Loss from continuing operations                                                                                 |  |                                    | (101  | ) |                                   |   | (237        | )                                  |  |   | (100                      | ) |  |   | (139  | )                       |  |  |  |   | (14         | )
|                                                                                                                |  |                                    |       |   |                                   |  
|Discontinued operations, net of tax                                                                             |  |                                    | 1     |   |                                   |   | 2           |                                    |  |   | (11                       | ) |  |   | (11   | )                       |  |  |  |   |            |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Net loss                                                                                                        |  |                                    | (100  | ) |                                   |   | (235        | )                                  |  |   | (111                      | ) |  |   | (150  | )                       |  |  |  |   | (14         | )
|Preferred stock dividends                                                                                       |  |                                    |      |   |                                   |   |            |                                    |  |   |                          |   |  |   |      |                         |  |  |  |   | (3          | )
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Net loss available to common shareholders                                                                       |  | $                                  | (100  | ) |                                   | $ | (235        | )                                  |  | $ | (111                      | ) |  | $ | (150  | )                       |  |  |  | $ | (17         | )
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Net loss per common share, basic and diluted                                                                    |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Loss from continuing operations                                                                                 |  |                                    | NM    |   |                                   |   | NM          |                                    |  |   | NM                        |   |  |   | NM    |                         |  |  |  | $ | (0.06       | )
|Discontinued operations                                                                                         |  |                                    | NM    |   |                                   |   | NM          |                                    |  |   | NM                        |   |  |   | NM    |                         |  |  |  |   |            |  
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Net loss per common share                                                                                       |  |                                    | NM    |   |                                   |   | NM          |                                    |  |   | NM                        |   |  |   | NM    |                         |  |  |  | $ | (0.06       | )
|                                                                                                                |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Weighted average common shares outstanding                                                                      |  |                                    |       |   |                                   |   |             |                                    |  |   |                           |   |  |   |       |                         |  |  |  |   |             |  
|Basic and diluted                                                                                               |  |                                    | NM    |   |                                   |   | NM          |                                    |  |   | NM                        |   |  |   | NM    |                         |  |  |  |   | 257,462,508 |  

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



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statements of Cash Flows



|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |   |  | 
|----------------------------------------------------------------------------------------------- |  | - | ---- | --------------------------------- |  | - | ------------------------- | - | ----------- |  |  | ----------------------- | ----- | - |  | 
|                                                                                                |  |   |      | Successor                         |  |   |                           |   | Predecessor | 
|(IN MILLIONS)                                                                                   |  |   |      | Nine monthsendedSeptember 30,2007 |  |   | May 24 -September 30,2006 |   |             |  |  | January 1 - May 23,2006 |      
|                                                                                                |  |   |      | (Unaudited)                       |  |   | (Unaudited)               |   |             |  |  |                         |      
|Operating Activities                                                                            |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Net loss                                                                                        |  | $ | (235 | )                                 |  | $ | (150                      | ) |             |  |  | $                       | (14   | )
|Adjustments to reconcile net loss to net cash provided by operating activities:                 |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Share-based payments expense                                                                    |  |   | 39   |                                   |  |   | 4                         |   |             |  |  |                         | 20    |  
|Gain on sale of discontinued operations, net of tax                                             |  |   | (18  | )                                 |  |   |                          |   |             |  |  |                         | (3    | )
|Currency exchange rate differences on financial transactions and other losses/(gains)           |  |   | 83   |                                   |  |   | 27                        |   |             |  |  |                         | (11   | )
|Loss on early extinguishment of debt                                                            |  |   |     |                                   |  |   | 63                        |   |             |  |  |                         |      |  
|(Gain)/loss on derivative instruments                                                           |  |   | (32  | )                                 |  |   | (4                        | ) |             |  |  |                         | 9     |  
|Equity in net income from affiliates, net of dividends received                                 |  |   | 6    |                                   |  |   | 3                         |   |             |  |  |                         | 2     |  
|Minority interest in net (income)/loss of consolidated subsidiaries                             |  |   | (2   | )                                 |  |   |                          |   |             |  |  |                         | 1     |  
|Gain on sale of fixed assets, subsidiaries and affiliates                                       |  |   | (1   | )                                 |  |   | (2                        | ) |             |  |  |                         |      |  
|Depreciation and amortization                                                                   |  |   | 334  |                                   |  |   | 149                       |   |             |  |  |                         | 128   |  
|Changes in operating assets and liabilities, net of effect of businesses acquired and divested: |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Trade and other receivables, net                                                                |  |   | (29  | )                                 |  |   | 30                        |   |             |  |  |                         | 31    |  
|Prepaid expenses and other current assets                                                       |  |   | (17  | )                                 |  |   | (11                       | ) |             |  |  |                         | 2     |  
|Accounts payable and other current liabilities and deferred revenues                            |  |   | (31  | )                                 |  |   | 50                        |   |             |  |  |                         | (95   | )
|Other non-current liabilities                                                                   |  |   | (12  | )                                 |  |   | (5                        | ) |             |  |  |                         | (3    | )
|Interest receivable                                                                             |  |   |     |                                   |  |   | 1                         |   |             |  |  |                         | 5     |  
|Interest payable                                                                                |  |   | 63   |                                   |  |   | 158                       |   |             |  |  |                         | (4    | )
|Income taxes                                                                                    |  |   | (101 | )                                 |  |   | (92                       | ) |             |  |  |                         | 11    |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |   |  | 
|Net cash provided by operating activities                                                       |  |   | 47   |                                   |  |   | 221                       |   |             |  |  |                         | 79    |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |   |  | 
|Investing Activities                                                                            |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Acquisition of subsidiaries and affiliates, net of cash acquired                                |  |   | (836 | )                                 |  |   | (28                       | ) |             |  |  |                         | (57   | )
|Proceeds/(payments) from sale of subsidiaries and affiliates, net                               |  |   | 389  |                                   |  |   | 12                        |   |             |  |  |                         | (3    | )
|Additions to property, plant and equipment and other assets                                     |  |   | (108 | )                                 |  |   | (53                       | ) |             |  |  |                         | (45   | )
|Additions to intangible assets                                                                  |  |   | (77  | )                                 |  |   | (31                       | ) |             |  |  |                         | (24   | )
|Purchases of marketable securities                                                              |  |   | (31  | )                                 |  |   | (44                       | ) |             |  |  |                         | (56   | )
|Sale and maturities of marketable securities                                                    |  |   | 166  |                                   |  |   | 38                        |   |             |  |  |                         | 71    |  
|Proceeds from sale of property, plant and equipment                                             |  |   |     |                                   |  |   | 5                         |   |             |  |  |                         |      |  
|Other investing activities                                                                      |  |   | 3    |                                   |  |   | (5                        | ) |             |  |  |                         | 17    |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Net cash used in investing activities                                                           |  |   | (494 | )                                 |  |   | (106                      | ) |             |  |  |                         | (97   | )
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Financing Activities                                                                            |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Payments to Valcon to settle certain borrowings for the Valcon Acquisition                      |  |   |     |                                   |  |   | (5,862                    | ) |             |  |  |                         |      |  
|Proceeds from issuances of debt                                                                 |  |   | 715  |                                   |  |   | 6,767                     |   |             |  |  |                         |      |  
|Repayment of debt                                                                               |  |   | (515 | )                                 |  |   | (1,535                    | ) |             |  |  |                         | (466  | )
|Stock activity of subsidiaries, net                                                             |  |   |     |                                   |  |   | 3                         |   |             |  |  |                         | (9    | )
|(Decrease)/increase in other short-term borrowings                                              |  |   | (71  | )                                 |  |   | 30                        |   |             |  |  |                         | (6    | )
|Repurchase of preference shares                                                                 |  |   |     |                                   |  |   | (116                      | ) |             |  |  |                         |      |  
|Cash dividends paid to shareholders                                                             |  |   |     |                                   |  |   | (16                       | ) |             |  |  |                         |      |  
|Activity under stock plans                                                                      |  |   | (3   | )                                 |  |   | (86                       | ) |             |  |  |                         | 40    |  
|Settlement of derivatives and other financing activities                                        |  |   | 3    |                                   |  |   | 320                       |   |             |  |  |                         | 212   |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Net cash provided by/(used in) financing activities                                             |  |   | 129  |                                   |  |   | (495                      | ) |             |  |  |                         | (229  | )
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Effect of exchange-rate changes on cash and cash equivalents                                    |  |   | 27   |                                   |  |   | (1                        | ) |             |  |  |                         | 61    |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Net decrease in cash and cash equivalents                                                       |  |   | (291 | )                                 |  |   | (381                      | ) |             |  |  |                         | (186  | )
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Cash and cash equivalents at beginning of period                                                |  |   | 631  |                                   |  |   | 833                       |   |             |  |  |                         | 1,019 |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Cash and cash equivalents at end of period                                                      |  | $ | 340  |                                   |  | $ | 452                       |   |             |  |  | $                       | 833   |  
|                                                                                                |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Supplemental Cash Flow Information                                                              |  |   |      |                                   |  |   |                           |   |             |  |  |                         |       |  
|Cash paid for income taxes                                                                      |  | $ | (69  | )                                 |  | $ | (20                       | ) |             |  |  | $                       | (30   | )
|Cash paid for interest, net of amounts capitalized                                              |  | $ | (414 | )                                 |  | $ | (66                       | ) |             |  |  | $                       | (53   | )

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



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements

1. Description of Business and Basis of Presentation

The Nielsen Company B.V. (the Company or Nielsen) is a global information and media company with leading market positions and recognized
brands. Nielsen is organized into three segments: Consumer Services (e.g., ACNielsen), Media (e.g., Nielsen Media Research) and Business Media (e.g., Billboard, The Hollywood Reporter). Nielsen is active in more than 100 countries, with its
headquarters located in Haarlem, the Netherlands and New York, USA.

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by
Valcon Acquisition B.V. (Valcon), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee
Partners (collectively, the Sponsors). Valcon's cumulative purchases totaled 99.4% of Nielsens outstanding common shares as of September 30, 2007. Valcon acquired 100% of the preferred B shares in the period from May 24,
2006 to December 31, 2006 which were subsequently canceled. Valcon intends to acquire the remaining Nielsen common shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements, which is expected to be
completed late 2007 or early 2008. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006.

Nielsen became a
subsidiary of Valcon upon the consummation of the acquisition by Valcon (the Valcon Acquisition). Valcon's cost of acquiring Nielsen has been pushed-down to establish the new accounting basis in Nielsen. Although Nielsen continues as the
same legal entity after the Valcon Acquisition, the accompanying condensed consolidated statements of operations and cash flows are presented for two periods: Predecessor and Successor, which relate to periods preceding and succeeding the Valcon
Acquisition. These separate periods are presented to reflect the new accounting basis established for Nielsen as of the acquisition date and have been separated by a vertical line on the face of the consolidated financial statements to highlight the
fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting. The Successor portion of the financial statements also reflects the push-down of Valcon's borrowings under its senior
secured bridge facility, which was used to fund a portion of the Valcon Acquisition, and was repaid with funds borrowed by Nielsen and certain of its subsidiaries and equity contributions from the Sponsors.

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. 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 accounting policies followed by Nielsen in the Successor period are consistent with those of the Predecessor period, except for
those adjustments related to the adoption of Financial Accounting Standards Board (FASB)



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48) as of
January 1, 2007. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2006 and for the period from May 24, 2006
through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor, included in the Companys prospectus and registration statement on Form S-4, as amended, filed and
declared effective as of August 1, 2007 with the Securities and Exchange Commission.

2. Summary of Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements.
This statement defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value
measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115, which permits companies to choose to
measure certain items at fair value and to report unrealized gains and losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007.

Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS No. 159 on its financial statements.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



3. Business Acquisitions

Valcon Acquisition

The following summarizes the final allocation of the Valcon Acquisition purchase price based on estimated fair
values of the assets acquired and liabilities assumed as of May 24, 2006. As a result of the final allocation, customer related intangibles decreased by $460 million from preliminary estimates as of December 31, 2006. Other changes to the
preliminary purchase price allocation were not significant.



|                                   |  |             |        |  
|---------------------------------- |  | ----------- | ------ | -
|(IN MILLIONS)                      |  | May 24,2006 |       
|Purchase price                     |  | $           | 9,911  |  
|Direct acquisition costs of Valcon |  |             | 151    |  
|                                   |  |             |        |  
|Aggregate purchase price           |  | $           | 10,062 |  
|                                   |  |             |        |  
|Customer related intangibles       |  | $           | 2,826  |  
|Trade names and trademarks         |  |             | 2,099  |  
|Computer software                  |  |             | 369    |  
|Other intangible assets            |  |             | 67     |  
|Property, plant and equipment      |  |             | 515    |  
|Current assets                     |  |             | 1,935  |  
|Other non-current assets           |  |             | 1,196  |  
|Debt                               |  |             | (2,487 | )
|Deferred income taxes(1)           |  |             | (1,884 | )
|Other current liabilities          |  |             | (1,131 | )
|Other long term liabilities        |  |             | (388   | )
|Deferred revenue                   |  |             | (380   | )
|Minority interest                  |  |             | (102   | )
|Goodwill(1)                        |  |             | 7,427  |  
|                                   |  |             |        |  
|Total purchase price assigned      |  | $           | 10,062 |  
|                                   |  |             |        |  

---

|(1) | In the three months ended September 30, 2007, the Company recorded an adjustment of $36 million to increase goodwill, primarily related to deferred income taxes to properly tax
effect certain purchase price allocation adjustments. The adjustments had no impact on the Companys operating results.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following
unaudited pro forma financial information presents the consolidated results of operations as if the Valcon Acquisition occurred on January 1, 2006, after including certain pro forma adjustments for interest expense, depreciation and
amortization, sponsor fees, pension expense and related income taxes. The pro forma financial information is not necessarily indicative of the combined results of operations had the Valcon Acquisition occurred at that date or the results of
operations that may be obtained in the future.



|                                |  |                                  |       |   |                                 |   |       |          |  |   |             |   |  |   |       |  
|------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | - | ----- | -------- |  | - | ----------- | - |  | - | ----- | -
|                                |  | Three months ended September 30, |       |   | Nine months ended September 30, |  
|(IN MILLIONS)                   |  | 2007                             |       |   | 2006                            |   |       | 2007     |  |   | 2006        |  
|                                |  | (actual)                         |       |   | (pro forma)                     |   |       | (actual) |  |   | (pro forma) |  
|Revenues                        |  | $                                | 1,188 |   |                                 | $ | 1,070 |          |  | $ | 3,429       |   |  | $ | 3,089 |  
|Loss from continuing operations |  |                                  | (101  | ) |                                 |   | (69   | )        |  |   | (237        | ) |  |   | (226  | )



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Successor

For the nine months ended September 30, 2007, Nielsen completed several acquisitions with an aggregate consideration, net of cash acquired, of $837 million and deferred consideration up to a maximum of $1 million, contingent on future
performance. Goodwill increased by $594 million as a result of these acquisitions. The most significant acquisitions were the purchase of the remaining minority interest of Nielsen BuzzMetrics ($47 million), on June 4, 2007, the purchase of the
remaining minority interest of Nielsen//NetRatings ($328 million, including $33 million to settle all outstanding share-based awards), on June 22, 2007 and the acquisition of Telephia, Inc. (Telephia), on August 9, 2007, for
approximately $453 million including non-cash consideration of $6 million. Had these acquisitions occurred as of January 1, 2007, the impact on Nielsens consolidated results of operations would have been immaterial. Prior to these
acquisitions both Nielsen//NetRatings and Nielsen BuzzMetrics were consolidated subsidiaries of Nielsen up to the ownership interest. The allocation of the purchase price of Nielsen//NetRatings, Nielsen BuzzMetrics and Telephia is based on
preliminary fair values determined using management estimates from information currently available and are subject to change.

The purchase of the minority
interests of Nielsen BuzzMetrics and Nielsen//NetRatings will allow Nielsen to consolidate its internet information services into a single service unit. The acquisition of Telephia is in line with Nielsen's strategy to provide clients worldwide with
measurement and analysis of consumer behavior and media use across all platforms.

During the period from May 24, 2006 to September 30, 2006,
Nielsen completed the acquisition of Radio & Records for $19 million.

Predecessor

Nielsen completed several acquisitions during the period January 1, 2006 to May 23, 2006, with an aggregate consideration of $67 million, net of cash acquired.
Had these acquisitions occurred at the beginning of the period, the impact on Nielsens (Predecessor) consolidated results of operations would have been immaterial.

4. Business Divestitures

Business Media Europe

On February 8, 2007, Nielsen completed the sale of a significant portion of its Business Media Europe (BME) unit for $414 million in cash resulting in a gain on sale
of discontinued operations of $17 million primarily related to BMEs previously recognized currency translation adjustments from the date of the Valcon Acquisition to the date of sale and a pension curtailment. No other material gain was
recognized on the sale because the sales price approximated the carrying value.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Summarized results of operations for discontinued operations are as follows:



|                                    |  |                                     |   |                                    |   |     |                                     |  |   |                             |   |  |   |     |                          |  |  |  |   |     |  
|----------------------------------- |  | ----------------------------------- | - | ---------------------------------- | - | --- | ----------------------------------- |  | - | --------------------------- | - |  | - | --- | ------------------------ |  |  |  | - | --- | -
|                                    |  | Successor                           |   |                                    |   |     | Predecessor                         | 
|(IN MILLIONS)                       |  | Three months endedSeptember 30,2007 |   | Nine months endedSeptember 30,2007 |   |     | Three months endedSeptember 30,2006 |  |   | May 24 - September 30, 2006 |   |  |   |     | January 1 - May 23, 2006 | 
|Revenues                            |  | $                                   |  |                                    | $ | 18  |                                     |  | $ | 65                          |   |  | $ | 100 |                          |  |  |  | $ | 106 |  
|Operating (loss)/income             |  |                                     |  |                                    |   | (18 | )                                   |  |   | (1                          | ) |  |   | 1   |                          |  |  |  |   | 1   |  
|Loss before income taxes            |  |                                     |  |                                    |   | (20 | )                                   |  |   | (7                          | ) |  |   | (7  | )                        |  |  |  |   | (1  | )
|Income tax benefit/(expense)        |  |                                     |  |                                    |   | 4   |                                     |  |   | (4                          | ) |  |   | (4  | )                        |  |  |  |   | (2  | )
|                                    |  |                                     |   |                                    |   |     |                                     |  |   |                             |   |  |   |     |                          |  |  |  |   |     |  
|Net loss                            |  |                                     |  |                                    |   | (16 | )                                   |  |   | (11                         | ) |  |   | (11 | )                        |  |  |  |   | (3  | )
|Gain on sale, net of tax(1)         |  |                                     | 1 |                                    |   | 18  |                                     |  |   |                            |   |  |   |    |                          |  |  |  |   | 3   |  
|                                    |  |                                     |   |                                    |   |     |                                     |  |   |                             |   |  |   |     |                          |  |  |  |   |     |  
|Discontinued operations, net of tax |  | $                                   | 1 |                                    | $ | 2   |                                     |  | $ | (11                         | ) |  | $ | (11 | )                        |  |  |  | $ |    |  
|                                    |  |                                     |   |                                    |   |     |                                     |  |   |                             |   |  |   |     |                          |  |  |  |   |     |  

---

|(1) | Gain on sale, net of tax, for the Predecessor period relates to divestitures other than BME. Gain on sale, net of tax, for the three and nine months ended September 30, 2007
includes $1 million for divestitures other than BME.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the
carrying amount of goodwill by reportable segment for the nine months ended September 30, 2007.



|                                                       |  |                  |       |   |       |   |       |               |  |   |       |   |  |   |       |  
|------------------------------------------------------ |  | ---------------- | ----- | - | ----- | - | ----- | ------------- |  | - | ----- | - |  | - | ----- | -
|(IN MILLIONS)                                          |  | ConsumerServices |       |   | Media |   |       | BusinessMedia |  |   | Total |  
|Balance, December 31, 2006                             |  | $                | 2,943 |   |       | $ | 2,731 |               |  | $ | 990   |   |  | $ | 6,664 |  
|                                                       |  |                  |       |  
|Adjustments related to the Valcon Acquisition          |  |                  | (57   | ) |       |   | 540   |               |  |   | (8    | ) |  |   | 475   |  
|Adjustments related to the Radio & Records Acquisition |  |                  |      |   |       |   | (2    | )             |  |   |      |   |  |   | (2    | )
|Effect of foreign currency translation                 |  |                  | 123   |   |       |   |      |               |  |   |      |   |  |   | 123   |  
|2007 acquisitions                                      |  |                  | 2     |   |       |   | 592   |               |  |   |      |   |  |   | 594   |  
|                                                       |  |                  |       |   |       |   |       |               |  |   |       |   |  |   |       |  
|Balance, September 30, 2007                            |  | $                | 3,011 |   |       | $ | 3,861 |               |  | $ | 982   |   |  | $ | 7,854 |  
|                                                       |  |                  |       |   |       |   |       |               |  |   |       |   |  |   |       |  

At September 30, 2007, $663 million of the goodwill is expected to be deductible for income tax purposes.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Other Intangible Assets



|                              |  |                         |       |  |  |                                    |   |       |  |                   |  |   |      |   |                  |  |  |   |      |  
|----------------------------- |  | ----------------------- | ----- |  |  | ---------------------------------- | - | ----- |  | ----------------- |  | - | ---- | - | ---------------- |  |  | - | ---- | -
|                              |  | Gross Amounts Successor |       |  |  | Accumulated Amortization Successor |  
|(IN MILLIONS)                 |  | September 30,2007       |       |  |  | December 31,2006                   |   |       |  | September 30,2007 |  |   |      |   | December 31,2006 | 
|Indefinite-lived intangibles: |  |                         |       |  |  |                                    |   |       |  |                   |  |   |      |   |                  |  |  |   |      |  
|Trade names and trademarks    |  | $                       | 1,975 |  |  |                                    | $ | 2,123 |  |                   |  | $ |     |   |                  |  |  | $ |     |  
|                              |  |                         |       |  |  |                                    |   |       |  |                   |  |   |      |   |                  |  |  |   |      |  
|Amortized intangibles:        |  |                         |       |  |  |                                    |   |       |  |                   |  |   |      |   |                  |  |  |   |      |  
|Trade names and trademarks    |  | $                       | 155   |  |  |                                    | $ | 161   |  |                   |  | $ | (7   | ) |                  |  |  | $ | (2   | )
|Customer-related intangibles  |  |                         | 2,938 |  |  |                                    |   | 3,175 |  |                   |  |   | (214 | ) |                  |  |  |   | (106 | )
|Covenants-not-to-compete      |  |                         | 28    |  |  |                                    |   | 28    |  |                   |  |   | (20  | ) |                  |  |  |   | (10  | )
|Computer software             |  |                         | 528   |  |  |                                    |   | 427   |  |                   |  |   | (132 | ) |                  |  |  |   | (46  | )
|Patents and other             |  |                         | 27    |  |  |                                    |   | 24    |  |                   |  |   | (5   | ) |                  |  |  |   | (2   | )
|                              |  |                         |       |  |  |                                    |   |       |  |                   |  |   |      |   |                  |  |  |   |      |  
|Total                         |  | $                       | 3,676 |  |  |                                    | $ | 3,815 |  |                   |  | $ | (378 | ) |                  |  |  | $ | (166 | )
|                              |  |                         |       |  |  |                                    |   |       |  |                   |  |   |      |   |                  |  |  |   |      |  

In conjunction with the Telephia acquisition discussed in Note 3, the Company preliminarily allocated $194 million
and $12 million of the purchase price to customer-related intangibles and computer software, respectively.

The amortization expense for the three and nine
months ended September 30, 2007 was $68 million and $205 million, respectively. The amortization expense for the three months ended September 30, 2006 was $69 million. The amortization expense for the Successor period from
May 24, 2006 to September 30, 2006 was $98 million. The amortization expense for the Predecessor period from January 1, 2006 to May 23, 2006 was $75 million.

The trade names associated with Nielsen Media Research and ACNielsen are deemed indefinite-lived intangible assets, as their associated brand awareness and recognition has existed for over 50 years and Nielsen 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

During 2007 and 2006, Nielsen initiated restructuring plans that primarily resulted in the involuntary termination of certain employees. A summary of the changes in the accrual balance for restructuring activities and
a discussion of each of Nielsens restructuring plans is provided below:



|                                       |  |                           |     |   |       |   |    |       |  |   |     |  
|-------------------------------------- |  | ------------------------- | --- | - | ----- | - | -- | ----- |  | - | --- | -
|(IN MILLIONS)                          |  | Transformation Initiative |     |   | Other |   |    | Total | 
|Balance at December 31, 2006           |  | $                         | 57  |   |       | $ | 6  |       |  | $ | 63  |  
|                                       |  |                           |    
|Charges                                |  |                           | 134 |   |       |   |   |       |  |   | 134 |  
|Payments                               |  |                           | (71 | ) |       |   | (2 | )     |  |   | (73 | )
|Asset write-offs                       |  |                           | (5  | ) |       |   |   |       |  |   | (5  | )
|Effect of foreign currency translation |  |                           | 3   |   |       |   |   |       |  |   | 3   |  
|                                       |  |                           |     |   |       |   |    |       |  |   |     |  
|Balance at September 30, 2007          |  | $                         | 118 |   |       | $ | 4  |       |  | $ | 122 |  
|                                       |  |                           |     |   |       |   |    |       |  |   |     |  



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Transformation Initiative

In December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen's operations worldwide. The Company further announced strategic changes as part of a major corporate
transformation (Transformation Initiative). The Transformation Initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company is in the process of reducing costs by streamlining corporate
functions, centralizing certain operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding outsourcing or offshoring of certain other operational and production processes.

These initiatives are expected to be implemented by the end of 2008. Nielsen incurred $71 million in severance costs and $5 million in asset write-offs for the
three months ended September 30, 2007. Nielsen also incurred $3 million in consulting fees and other costs, related to review of corporate functions and outsourcing opportunities, for the three months ended September 30, 2007 and $1
million for the three months ended September 30, 2006. Consulting fees and related costs have been recorded at the time the obligation existed.

Nielsen incurred $101 million in severance costs, $28 million in consulting fees and other related costs and $5 million in asset write-offs for the nine months ended September 30, 2007. Nielsen incurred $1 million in consulting fees
and other related costs for the period May 24, 2006 to September 30, 2006. In the Predecessor period from January 1, 2006 to May 23, 2006 Nielsen $1 million in severance costs and $5 million in consulting fees and other related
costs. All severance and consulting fees have been or will be settled in cash.

Other

Other restructuring accruals at September 30, 2007 relate to Corporate Headquarters restructuring of $1 million, Consumer Services Europe Restructuring of $1 million
and Project Atlas of $2 million. These initiatives are expected to be completed by the end of 2007.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



7. Pensions and Other Post-Retirement Benefits

The following table provides the Companys expense associated with pension benefits:



|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|------------------------------------- |  | ----------------------------------- | --- | - | ------------- | - | --- | ----- |  | - | ----- | - |  | - | --- | -
|                                      |  | Net Periodic Pension Cost/(Benefit) |    
|(IN MILLIONS)                         |  | The Netherlands                     |     |   | United States |   |     | Other |  |   | Total |  
|Successor                             |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Three months ended September 30, 2007 |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|                                      |  |                                     |     |  
|Service cost                          |  | $                                   |    |   |               | $ |    |       |  | $ | 4     |   |  | $ | 4   |  
|Interest cost                         |  |                                     | 6   |   |               |   | 4   |       |  |   | 7     |   |  |   | 17  |  
|Expected return on plan assets        |  |                                     | (9  | ) |               |   | (4  | )     |  |   | (7    | ) |  |   | (20 | )
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Net periodic pension (benefit)/cost   |  | $                                   | (3  | ) |               | $ |    |       |  | $ | 4     |   |  | $ | 1   |  
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Successor                             |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Nine months ended September 30, 2007  |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|                                      |  |                                     |     |  
|Service cost                          |  | $                                   | 3   |   |               | $ |    |       |  | $ | 12    |   |  | $ | 15  |  
|Interest cost                         |  |                                     | 19  |   |               |   | 11  |       |  |   | 19    |   |  |   | 49  |  
|Expected return on plan assets        |  |                                     | (26 | ) |               |   | (11 | )     |  |   | (19   | ) |  |   | (56 | )
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Net periodic pension (benefit)/cost   |  | $                                   | (4  | ) |               | $ |    |       |  | $ | 12    |   |  | $ | 8   |  
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Successor                             |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Three months ended September 30, 2006 |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|                                      |  |                                     |     |  
|Service cost                          |  | $                                   | 1   |   |               | $ | 1   |       |  | $ | 4     |   |  | $ | 6   |  
|Interest cost                         |  |                                     | 6   |   |               |   | 5   |       |  |   | 5     |   |  |   | 16  |  
|Expected return on plan assets        |  |                                     | (9  | ) |               |   | (5  | )     |  |   | (6    | ) |  |   | (20 | )
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Net periodic pension (benefit)/cost   |  | $                                   | (2  | ) |               | $ | 1   |       |  | $ | 3     |   |  | $ | 2   |  
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Successor                             |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|May 24, 2006 to September 30, 2006    |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|                                      |  |                                     |     |  
|Service cost                          |  | $                                   | 3   |   |               | $ | 3   |       |  | $ | 5     |   |  | $ | 11  |  
|Interest cost                         |  |                                     | 9   |   |               |   | 6   |       |  |   | 8     |   |  |   | 23  |  
|Expected return on plan assets        |  |                                     | (13 | ) |               |   | (6  | )     |  |   | (9    | ) |  |   | (28 | )
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  
|Net periodic pension (benefit)/cost   |  | $                                   | (1  | ) |               | $ | 3   |       |  | $ | 4     |   |  | $ | 6   |  
|                                      |  |                                     |     |   |               |   |     |       |  |   |       |   |  |   |     |  



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



|                                |  |                           |     |   |              |   |    |       |  |   |       |   |  |   |     |  
|------------------------------- |  | ------------------------- | --- | - | ------------ | - | -- | ----- |  | - | ----- | - |  | - | --- | -
|                                |  | Net Periodic Pension Cost |    
|(IN MILLIONS)                   |  | TheNetherlands            |     |   | UnitedStates |   |    | Other |  |   | Total |  
|Predecessor                     |  |                           |     |   |              |   |    |       |  |   |       |   |  |   |     |  
|January 1, 2006 to May 23, 2006 |  |                           |     |   |              |   |    |       |  |   |       |   |  |   |     |  
|                                |  |                           |     |  
|Service cost                    |  | $                         | 2   |   |              | $ | 5  |       |  | $ | 6     |   |  | $ | 13  |  
|Interest cost                   |  |                           | 10  |   |              |   | 5  |       |  |   | 8     |   |  |   | 23  |  
|Expected return on plan assets  |  |                           | (12 | ) |              |   | (5 | )     |  |   | (8    | ) |  |   | (25 | )
|Amortization of net loss        |  |                           |    |   |              |   | 2  |       |  |   | 4     |   |  |   | 6   |  
|                                |  |                           |     |   |              |   |    |       |  |   |       |   |  |   |     |  
|Net periodic pension cost       |  | $                         |    |   |              | $ | 7  |       |  | $ | 10    |   |  | $ | 17  |  
|                                |  |                           |     |   |              |   |    |       |  |   |       |   |  |   |     |  

The net periodic benefit cost for other postretirement benefits were insignificant for the three and nine months
ended September 30, 2007, the three months ended September 30, 2006 and the periods May 24, 2006 to September 30, 2006 and January 1, 2006 to May 23, 2006.



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



8. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of September 30, 2007.



|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|-------------------------------------------------------------------------------------------------------------- |  | --------------------- | - | ----------------- | -------------- | ----- | --------------------- | ----- | - | -------------- | - | -----
|                                                                                                               |  | September 30, 2007    |   | December 31, 2006
|(IN MILLIONS)                                                                                                  |  | Weighted InterestRate |   |                   | CarryingAmount |       | Weighted InterestRate |       |   | CarryingAmount
|$4,525 million senior secured term loan (LIBOR based variable rate of 7.36%) due 2013                          |  |                       |   |                   | $              | 4,482 |                       |       |   |                | $ | 4,165
|EUR 546 million senior secured term loan (EURIBOR based variable rate of 6.33%) due 2013                       |  |                       |   |                   |                | 776   |                       |       |   |                |   | 1,055
|$688 million senior secured revolving credit facility (EURIBOR or LIBOR based variable rate of 7.77%) due 2012 |  |                       |   |                   |                | 125   |                       |       |   |                |   |     
|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|Total senior secured credit facilities (with weighted average interest rate)                                   |  | 7.40                  | % |                   | $              | 5,383 |                       | 7.90  | % |                | $ | 5,220
|$1,070 million 12.50% senior subordinated discount debenture loan due 2016                                     |  |                       |   |                   |                | 674   |                       |       |   |                |   | 616  
|$650 million 10.00% senior debenture loan due 2014                                                             |  |                       |   |                   |                | 650   |                       |       |   |                |   | 650  
|EUR 343 million 11.125% senior discount debenture loan due 2016                                                |  |                       |   |                   |                | 323   |                       |       |   |                |   | 277  
|EUR 150 million 9.00% senior debenture loan due 2014                                                           |  |                       |   |                   |                | 213   |                       |       |   |                |   | 198  
|GBP 250 million 5.625% debenture loan (EMTN) due 2010 or 2017 (effective rate 5.76%)                           |  |                       |   |                   |                | 511   |                       |       |   |                |   | 492  
|EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 5.97%) due 2010 |  |                       |   |                   |                | 72    |                       |       |   |                |   | 67   
|EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 5.64%) due 2012 |  |                       |   |                   |                | 71    |                       |       |   |                |   | 67   
|EUR 30 million 6.75% private placement debenture loan (EMTN) due 2012                                          |  |                       |   |                   |                | 45    |                       |       |   |                |   | 43   
|JPY 4,000 million 2.50% private placement debenture loan (EMTN) due 2011 (effective rate 2.68%)                |  |                       |   |                   |                | 36    |                       |       |   |                |   | 35   
|$150 million 7.60% debenture loan due 2009                                                                     |  |                       |   |                   |                |      |                       |       |   |                |   | 2    
|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|Total debenture loans (with weighted average interest rate)                                                    |  | 10.25                 | % |                   |                | 2,595 |                       | 10.16 | % |                |   | 2,447
|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|Other loans                                                                                                    |  | 4.37                  | % |                   |                | 57    |                       | 6.44  | % |                |   | 7    
|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|Total long-term debt                                                                                           |  |                       |   |                   |                | 8,035 |                       |       |   |                |   | 7,674
|                                                                                                               |  |                       |   |                  
|Capital lease obligations                                                                                      |  |                       |   |                   |                | 132   |                       |       |   |                |   | 145  
|Short-term debt                                                                                                |  |                       |   |                   |                | 67    |                       |       |   |                |   | 20   
|Bank overdrafts                                                                                                |  |                       |   |                   |                | 72    |                       |       |   |                |   | 134  
|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|Total debt and other financing arrangements                                                                    |  |                       |   |                   |                | 8,306 |                       |       |   |                |   | 7,973
|Less: Current portion of long-term debt, capital lease obligations and other short-term borrowings             |  |                       |   |                   |                | 314   |                       |       |   |                |   | 212  
|                                                                                                               |  |                       |   |                   |                |       |                       |       |   |                |   |      
|Non-current portion of long-term debt and capital lease obligations                                            |  |                       |   |                   | $              | 7,992 |                       |       |   |                | $ | 7,761

On August 9, 2007, the Company completed the acquisition of Telephia for approximately $453 million including
non-cash consideration of $6 million. $350 million of the purchase price was funded using the incremental provision of the senior secured loan facilities and the balance funded through the availability under the Companys revolving credit
facility and cash on hand.

On February 9, 2007, Nielsen applied $328 million of the proceeds from the sale of BME towards a mandatory pre-payment on
the Euro senior secured term loan facility. By making this pre-payment, Nielsen will no longer be required to pay the scheduled quarterly installments for the remainder of the term of the Euro senior secured term loan facility.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



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



|                                   |  |   |      
|---------------------------------- |  | - | -----
|(IN MILLIONS)                      |  |  
|For October 1 to December 31, 2007 |  | $ | 136  
|2008                               |  |   | 45   
|2009                               |  |   | 52   
|2010                               |  |   | 627  
|2011                               |  |   | 81   
|2012                               |  |   | 162  
|Thereafter                         |  |   | 6,932
|                                   |  |   |      
|                                   |  | $ | 8,035
|                                   |  |   |      

9. Comprehensive Income/(Loss)

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



|                                                |  |                                     |      |   |                                   |   |             |                           |  |   |      |   |                        |  |  |   |     |  
|----------------------------------------------- |  | ----------------------------------- | ---- | - | --------------------------------- | - | ----------- | ------------------------- |  | - | ---- | - | ---------------------- |  |  | - | --- | -
|                                                |  | Successor                           |      |   |                                   |   | Predecessor |                          
|(IN MILLIONS)                                   |  | Three Monthsended September 30,2007 |      |   | Nine MonthsendedSeptember 30,2007 |   |             | May 24 -September 30,2006 |  |   |      |   | January 1-May 23, 2006 | 
|Net loss                                        |  | $                                   | (100 | ) |                                   | $ | (235        | )                         |  | $ | (150 | ) |                        |  |  | $ | (14 | )
|Other comprehensive income/(loss), net of taxes |  |                                     |      |   |                                   |   |             |                           |  |   |      |   |                        |  |  |   |     |  
|Unrealized gains/(losses) on:                   |  |                                     |      |   |                                   |   |             |                           |  |   |      |   |                        |  |  |   |     |  
|Currency translation adjustments                |  |                                     | 5    |   |                                   |   | 130         |                           |  |   | (40  | ) |                        |  |  |   | 106 |  
|Available-for-sale securities                   |  |                                     | (1   | ) |                                   |   |            |                           |  |   |     |   |                        |  |  |   | (4  | )
|Changes in the fair value of cash flow hedges   |  |                                     | (32  | ) |                                   |   | (20         | )                         |  |   | 9    |   |                        |  |  |   | 1   |  
|Pension liability                               |  |                                     | 1    |   |                                   |   | 3           |                           |  |   |     |   |                        |  |  |   |    |  
|                                                |  |                                     |      |   |                                   |   |             |                           |  |   |      |   |                        |  |  |   |     |  
|Total other comprehensive (loss)/income         |  |                                     | (27  | ) |                                   |   | 113         |                           |  |   | (31  | ) |                        |  |  |   | 103 |  
|                                                |  |                                     |      |   |                                   |   |             |                           |  |   |      |   |                        |  |  |   |     |  
|Total comprehensive (loss)/income               |  | $                                   | (127 | ) |                                   | $ | (122        | )                         |  | $ | (181 | ) |                        |  |  | $ | 89  |  
|                                                |  |                                     |      |   |                                   |   |             |                           |  |   |      |   |                        |  |  |   |     |  

10. Share-Based Compensation

Successor

Under the Companys Equity Participation Plan, Valcon Acquisition Holding B.V. (Dutch
Holdco), the direct parent of Valcon, granted 0.5 million performance and 0.5 million time-based awards to certain key employees of the Company during the three months ended September 30, 2007. During the nine months ended
September 30, 2007, Dutch Holdco granted 7.8 million performance and 7.8 million time-based awards.

The options granted during the three
months ended September 30, 2007 have exercise prices of $10.00 and $20.00 per share and weighted average grant date fair values of $4.39 and $2.40, respectively. For the nine months ended September 30, 2007, the options granted have
weighted average grant date fair values of $4.81 and $2.88, respectively.



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



For the three and nine months ended September 30, 2007, Nielsen recognized $11 million and $29 million of
compensation expense, respectively. There were no share-based programs in effect for Nielsen, for the period from May 24, 2006 through September 30, 2006. For the period from May 24, 2006 to September 30, 2006, Nielsen recognized
$3 million of share-based compensation expense related to share-based compensation plans of Nielsens subsidiaries.

Telephia

On August 9, 2007, Nielsen completed the acquisition of Telephia and concurrently provided 0.8 million replacement options under Nielsen's existing Equity
Participation Plan. The replacement awards granted on August 9, 2007, have exercise prices ranging from $1.31 to $2.50 and a weighted average grant date fair value of $8.07. All replacement options were fully vested and the fair values of such
awards were allocated as part of the preliminary purchase price allocation.

The Black-Scholes option-pricing model was used to evaluate the fair value of
the replacement awards with the assumptions consistent with the options granted under the Company's Equity Participation Plan.

Nielsen//NetRatings

On June 22, 2007, concurrent with Nielsens acquisition of the remaining outstanding shares of Nielsen//NetRatings, all outstanding vested and
unvested stock options and restricted stock units (RSUs) of Nielsen//NetRatings were cancelled. Nielsen//NetRatings paid to each holder of options cash equal to the excess of the offer price of $21.00 per share over the exercise
price, and paid $21.00 for each RSU outstanding. Cash required to settle all outstanding share-based awards totaled $33 million of which $20 million was paid in June 2007 and $13 million was paid in July 2007. Nielsen recognized no share-based
compensation expense for the three months ended September 30, 2007 and $6 million in share-based compensation for Nielsen//NetRatings for the nine months ended September 30, 2007.

Nielsen BuzzMetrics

On June 4, 2007, Nielsen completed the
acquisition of the remaining outstanding shares of its subsidiary Nielsen BuzzMetrics and concurrently cancelled the majority of Nielsen BuzzMetrics outstanding vested and unvested options while certain executives obtained replacement options under
Nielsens existing Equity Participation Plan. The cancelled option holders received cash equal to the excess of the offer price of $7.79 over the exercise price, totaling $4 million. The acceleration expense recognized for the unvested options
was not significant. In addition, Nielsen recognized no share-based compensation charge for the three months ended September 30, 2007 and $4 million for Nielsen BuzzMetrics for the nine months ended September 30, 2007.

The Black-Scholes option-pricing model was used to evaluate the fair value of the replacement awards with assumptions consistent with the options granted under the
Companys Equity



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Participation Plan. The replacement awards granted on June 4, 2007, have exercise prices ranging from $0.10 to $10.00 and a weighted average grant date
fair value of $5.19. The modification of certain awards to replacement options resulted in an insignificant amount of incremental compensation expense based on the newly determined fair value.

Predecessor

Nielsen, concurrent with the consummation of the
Valcon Acquisition, cancelled all vested and unvested stock options and restricted stock units (RSUs), and paid each holder cash equal to the excess of the offer price of 29.50 over the exercise price, and paid 29.50
for each RSU outstanding, paying a total of $91 million for settlement of all outstanding share based awards and accelerating the recognition expense related to the unvested portion of all awards. Nielsen recognized $20 million of compensation
expense related to all outstanding vested and unvested awards under Nielsen share-based compensation plans, of which $2 million related to Nielsen subsidiary plans, during the period from January 1, 2006 to May 24, 2006. Nielsen issued 1.4
million shares of common stock upon the exercise of share-based compensation awards during the period from January 1, 2006 to May 23, 2006.

11. Income Taxes

Nielsen operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate
in each of these countries.

The effective tax rate for the three and nine months ended September 30, 2007 was 10.6% (benefit) and 11.8% (benefit),
respectively, which is lower than the Dutch statutory rate as a result of the valuation allowance on foreign tax credits.

The effective tax rate for the
Predecessor period ended May 23, 2006 was higher than the statutory rate primarily due to the low tax benefit on the transaction costs related to the Valcon Acquisition. The effective tax rate for the Successor period from May 24, 2006 to
September 30, 2006 was lower than the statutory rate primarily due to the low tax benefit accrued on the interest expense on the senior secured bridge facility.

The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the adoption of FIN 48, the Company recognized a decrease of $5 million in the liability for unrecognized tax benefits, which was
accounted for as a decrease to the January 1, 2007 balance of goodwill. Due to the Valcon Acquisition on May 24, 2006, the decrease in tax benefits is accounted for as a change to goodwill since the tax benefits relate to periods prior to
the Valcon Acquisition. As of the date of adoption, the Companys unrecognized tax benefits totaled $119 million. Included in these unrecognized tax benefits are approximately $26 million of uncertain tax positions. Due to the Valcon
Acquisition, most of the tax benefits will not affect the annual effective income tax rate since the unrecognized tax benefits, if recognized, relate to tax matters originating prior to the Valcon Acquisition. There have been no material changes in
the amount of unrecognized tax benefits since adoption of FIN 48.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



Estimated interest related to the underpayment of income taxes is classified as a component of tax expense in the
Condensed Consolidated Statements of Operations. At January 1, 2007, the Company accrued $8 million for the potential payment of interest. During the three and nine months ended September 30, 2007, the Company accrued an additional $3
million and $8 million in potential interest associated with uncertain tax positions, respectively. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reflected as a reduction of the overall
income tax provision or goodwill depending on whether the interest was accrued prior to, or subsequent to, the Valcon Acquisition.

The Company files
numerous consolidated and separate U.S. federal income tax returns and combined and separate returns in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for 2002 and
prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 1997 through 2005.

The U.S. Internal Revenue Service commenced examinations of certain of the Companys U.S. federal income tax returns for 2004 in the third quarter of 2006. The Company is also under corporate examination in
the Netherlands for the years 2002-2004. In addition, the Company is awaiting clearance from taxing authorities on certain elections made in connection with the Valcon Acquisition. Unrecognized tax benefits associated with the years currently under
examination are $30 million as of January 1, 2007. Based on the outcome of these examinations and clearance of tax elections, or as a result of the expiration of statutes of limitations in specific jurisdictions, it is reasonably possible that
the related unrecognized benefits for tax positions taken regarding previously filed tax returns will materially change from those recorded as liabilities for uncertain tax positions at January 1, 2007. In addition, the outcome of these
examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. The Company anticipates that several of these audits may be finalized in the foreseeable future; however, Nielsen does not believe
that the outcome of any examination will have a material impact on its statement of operations. There have been no significant changes to the status of these examinations during the three months ended September 30, 2007.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



12. Related Party Transactions

For the three and nine months ended September 30, 2007, the Company recorded $3 million and $8 million, respectively, in selling, general and administrative expenses related to Sponsor management fees, travel and
consulting.

At September 30, 2007, other loans included a $50 million long-term payable to Valcon. In addition, short-term debt included $45 million
payable to Dutch Holdco and $22 million payable to Valcon. For the three and nine months ended September 30, 2007, the Company recorded $1 million and $3 million in interest expense related to these loans, respectively.

13. Commitments and Contingencies

Legal Proceedings and
Contingencies

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

D&B Legacy Tax Matters

In November 1996, D&B, then known as
The Dun & Bradstreet Corporation (Old D&B) separated into three public companies by spinning off the ACNielsen Corporation (ACNielsen) and Cognizant Corporation (Cognizant) (the 1996
Spin-Off).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (Donnelley) and spun-off The Dun &
Bradstreet Corporation (New D&B) (the D&B Spin), and Cognizant changed its name to Nielsen Media Research, Inc. (NMR), now part of Nielsen, and spun-off IMS Health (the Cognizant Spin). In
September 2000, New D&B changed its name to Moodys Corporation (Moodys) and spun-off a company now called The Dun & Bradstreet Corporation (Current D&B) (the Moodys spin). In
November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things,
certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the D&B Legacy Tax Matters), were allocated among Old D&B, ACNielsen and Cognizant. As a result
of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizants share of liability arising out of the D&B Legacy Tax Matters. The agreements provide that any disputes regarding these matters are subject to resolution
by arbitration.

In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMRs aggregate liability for payments related
to the D&B Legacy Tax Matters. Currently the parties are in arbitration over one tax related dispute. Nielsen believes its accrual of $14 million is adequate to cover any remaining liability related to these matters.



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##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



World Directories

In November 2004, Nielsen completed the sale of its Directories segment. The sales price is subject to adjustment based on final agreement on working capital and net indebtedness. On August 31, 2006, a notice of disagreement was filed
by World Directories Acquisition Corp. (WDA) against Nielsen and certain of our subsidiaries pursuant to the Sale and Purchase Agreement (SPA) between the parties dated September 26, 2004 under which our World
Directories business was sold. The claim arises in connection with certain post-closing matters under the SPA related to the submission of the completion accounts related to the business. WDA asserts a claim for approximately 44 million
($59 million) and Nielsen, in opposition to WDAs claim, has claimed approximately 8 million ($11 million). The matter has been submitted to arbitration pursuant to the SPA.

erinMedia

erinMedia, llc (erinMedia) filed a lawsuit in
federal district court in Tampa, Florida on June 16, 2005. The suit alleges that NMR, a wholly owned subsidiary of Nielsen, violated Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing
national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMRs contracts with the four major national broadcast television networks. On
November 17, 2005, the court granted NMRs motion to dismiss in part, and dismissed erinMedias affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia. Although it is too early to
predict the outcome of the case, Nielsen believes the action is without merit.

Wrapsidy

On April 12, 2006, Wrapsidy, LLC filed a lawsuit in California Superior Court in Santa Clara County. The lawsuit originally alleged claims against Nielsen Media
Research for violation of the California Franchise Investment Act, misappropriation of trade secrets, unfair competition and business practices, anticipatory breach of contract and other claims arising out of certain contracts between the parties.
Wrapsidy also alleges harm arising out of certain contractual and pricing practices of Nielsen Media Research. The complaint does not specify the amount of damages sought and seeks declaratory and equitable relief. On June 26, 2007, Wrapsidy
moved to file an amended complaint that omitted the claims for misappropriation of trade secrets, anticipatory breach of contract, relief on implied copyright license and violation of the California Franchise Investment Act, and added claims for
violation of the California Unfair Practices Act, intentional interference with prospective economic advantage, intentional interference with contractual relations, relief on modified written contract, specific performance of modified written
contract and violation of the California Cartwright Act. By order dated July 19, 2007, the Court denied Wrapsidys motion. The case is now in discovery. Nielsen believes this action is without merit.

Except as described above, there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would in its
view, individually or in the aggregate, have a material effect on Nielsens business, consolidated financial position, results of operations and prospects.



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



14. Segments

Nielsen classifies its business interests into three reportable segments: Consumer Services, consisting principally of market research and analysis and marketing and sales advisory services; Media, consisting principally of television
ratings, television, radio and internet audience and advertising measurement and research and analysis in various facets of the entertainment and media sectors, and Business Media, consisting principally of business publications, both in print and
online, trade shows, events and conferences and information databases and websites. Corporate consists principally of unallocated, corporate items and intersegment eliminations.

Information with respect to the operations of each Nielsen business segment is set forth below based on the nature of the products and services offered and geographic areas of operations.

Business Segment Information



|                           |  |                                    |       |   |                                   |   |             |                                    |  |   |                             |   |  |   |       |                          |  |  |  |   |       |  
|-------------------------- |  | ---------------------------------- | ----- | - | --------------------------------- | - | ----------- | ---------------------------------- |  | - | --------------------------- | - |  | - | ----- | ------------------------ |  |  |  | - | ----- | -
|                           |  | Successor                          |       |   |                                   |   | Predecessor |                                   
|(IN MILLIONS)              |  | Three MonthsendedSeptember 30,2007 |       |   | Nine MonthsendedSeptember 30,2007 |   |             | Three MonthsendedSeptember 30,2006 |  |   | May 24 - September 30, 2006 |   |  |   |       | January 1 - May 23, 2006 | 
|Revenues                   |  |                                    |       |   |                                   |   |             |                                    |  |   |                             |   |  |   |       |                          |  |  |  |   |       |  
|Consumer Services (1)      |  | $                                  | 690   |   |                                   | $ | 1,976       |                                    |  | $ | 597                         |   |  | $ | 802   |                          |  |  |  | $ | 905   |  
|Media                      |  |                                    | 372   |   |                                   |   | 1,067       |                                    |  |   | 336                         |   |  |   | 477   |                          |  |  |  |   | 507   |  
|Business Media             |  |                                    | 128   |   |                                   |   | 389         |                                    |  |   | 138                         |   |  |   | 185   |                          |  |  |  |   | 216   |  
|Corporate and eliminations |  |                                    | (2    | ) |                                   |   | (3          | )                                  |  |   | (1                          | ) |  |   | (1    | )                        |  |  |  |   | (2    | )
|                           |  |                                    |       |   |                                   |   |             |                                    |  |   |                             |   |  |   |       |                          |  |  |  |   |       |  
|Total                      |  | $                                  | 1,188 |   |                                   | $ | 3,429       |                                    |  | $ | 1,070                       |   |  | $ | 1,463 |                          |  |  |  | $ | 1,626 |  
|                           |  |                                    |       |   |                                   |   |             |                                    |  |   |                             |   |  |   |       |                          |  |  |  |   |       |  

---

|(1) | Includes retail measurement revenues of $448 million, $1,296 million, $405 million, $576 million and $604 million for the three months ended September 30, 2007, the nine months
ended September 30, 2007, the three months ended September 30, 2006, the period from May 24, 2006 to September 30, 2006 and the period from January 1, 2006 to May 23, 2006, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)





|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|----------------------------- |  | ---------------------------------- | --- | - | --------------------------------- | - | ----------- | ---------------------------------- |  | - | ------------------------- | - |  | - | --- | ------------------------ |  |  |  | - | ---- | -
|                              |  | Successor                          |     |   |                                   |   | Predecessor |                                   
|(IN MILLIONS)                 |  | Three MonthsendedSeptember 30,2007 |     |   | Nine MonthsendedSeptember 30,2007 |   |             | Three MonthsendedSeptember 30,2006 |  |   | May 24 -September 30,2006 |   |  |   |     | January 1 - May 23, 2006 | 
|Depreciation and amortization |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|Consumer Services             |  | $                                  | 44  |   |                                   | $ | 130         |                                    |  | $ | 56                        |   |  | $ | 80  |                          |  |  |  | $ | 61   |  
|Media                         |  |                                    | 53  |   |                                   |   | 161         |                                    |  |   | 33                        |   |  |   | 47  |                          |  |  |  |   | 47   |  
|Business Media                |  |                                    | 11  |   |                                   |   | 35          |                                    |  |   | 9                         |   |  |   | 13  |                          |  |  |  |   | 12   |  
|Corporate                     |  |                                    | 3   |   |                                   |   | 8           |                                    |  |   | 4                         |   |  |   | 5   |                          |  |  |  |   | 6    |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|Total                         |  | $                                  | 111 |   |                                   | $ | 334         |                                    |  | $ | 102                       |   |  | $ | 145 |                          |  |  |  | $ | 126  |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|                              |  |                                    |     |   |                                   |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|                              |  | Successor                          |     |   |                                   |   | Predecessor |                                   
|(IN MILLIONS)                 |  | Three MonthsendedSeptember 30,2007 |     |   | Nine MonthsendedSeptember 30,2007 |   |             | Three MonthsendedSeptember 30,2006 |  |   | May 24 -September 30,2006 |   |  |   |     | January 1 - May 23, 2006 | 
|Restructuring costs           |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|Consumer Services             |  | $                                  | 59  |   |                                   | $ | 86          |                                    |  | $ | 1                         |   |  | $ | 1   |                          |  |  |  | $ | 1    |  
|Media                         |  |                                    | 6   |   |                                   |   | 11          |                                    |  |   |                          |   |  |   |    |                          |  |  |  |   |     |  
|Business Media                |  |                                    | 2   |   |                                   |   | 5           |                                    |  |   |                          |   |  |   |    |                          |  |  |  |   |     |  
|Corporate                     |  |                                    | 12  |   |                                   |   | 32          |                                    |  |   |                          |   |  |   |    |                          |  |  |  |   | 6    |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|Total                         |  | $                                  | 79  |   |                                   | $ | 134         |                                    |  | $ | 1                         |   |  | $ | 1   |                          |  |  |  | $ | 7    |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|                              |  |                                    |     |   |                                   |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|                              |  | Successor                          |     |   |                                   |   | Predecessor |                                   
|(IN MILLIONS)                 |  | Three MonthsendedSeptember 30,2007 |     |   | Nine MonthsendedSeptember 30,2007 |   |             | Three MonthsendedSeptember 30,2006 |  |   | May 24 -September 30,2006 |   |  |   |     | January 1 - May 23, 2006 | 
|Operating income              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|Consumer Services             |  | $                                  | 23  |   |                                   | $ | 102         |                                    |  | $ | 28                        |   |  | $ | (7  | )                        |  |  |  | $ | 28   |  
|Media                         |  |                                    | 58  |   |                                   |   | 145         |                                    |  |   | 75                        |   |  |   | 104 |                          |  |  |  |   | 95   |  
|Business Media                |  |                                    | 27  |   |                                   |   | 77          |                                    |  |   | 35                        |   |  |   | 36  |                          |  |  |  |   | 51   |  
|Corporate                     |  |                                    | (31 | ) |                                   |   | (91         | )                                  |  |   | (46                       | ) |  |   | (51 | )                        |  |  |  |   | (117 | )
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  
|Total                         |  | $                                  | 77  |   |                                   | $ | 233         |                                    |  | $ | 92                        |   |  | $ | 82  |                          |  |  |  | $ | 57   |  
|                              |  |                                    |     |   |                                   |   |             |                                    |  |   |                           |   |  |   |     |                          |  |  |  |   |      |  



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



|                  |  |                   |        |                  |   |       
|----------------- |  | ----------------- | ------ | ---------------- | - | ------
|(IN MILLIONS)     |  | September 30,2007 |        | December 31,2006
|Total assets      |  |                   |        |                  |   |       
|                  |  |                  
|Consumer Services |  | $                 | 6,595  |                  | $ | 7,014 
|Media             |  |                   | 7,483  |                  |   | 6,327 
|Business Media    |  |                   | 1,627  |                  |   | 2,244 
|Corporate (1)     |  |                   | 639    |                  |   | 514   
|                  |  |                   |        |                  |   |       
|Total             |  | $                 | 16,344 |                  | $ | 16,099
|                  |  |                   |        |                  |   |       

---

|(1) | Includes cash of $24 million and $198 million and deferred bank fees of $126 million and $133 million for September 30, 2007 and December 31, 2006, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

15. Subsequent Events

VNU
Exhibitions Europe

On October 30, 2007, the Company completed the sale of its 50% share in VNU Exhibitions Europe to Jaarbeurs (Holding) BV
for $51 million. During the three months ended September 30, 2007, an impairment loss of $1 million was recorded to recognize the decline in value of this investment.



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



16. Guarantor Financial Information

The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the Issuers) and its guarantor and non-guarantor subsidiaries, all as
defined in the credit agreements, the consolidating balance sheet as of September 30, 2007 and December 31, 2006 and consolidating statements of operations and cash flows for the three and nine months ended September 30, 2007 and for
the periods January 1, 2006 to May 23, 2006 and May 24, 2006 to September 30, 2006. 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 Holdings B.V., VNU International B.V., VNU Services B.V., ACN Holdings, Inc., The Nielsen Company (US)
Inc. and the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen, Inc., in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The
issuers are The Nielsen Company B.V. 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.

As discussed in Note 3, the Company acquired the remaining Nielsen//NetRatings common shares on June 4, 2007. Subsequent to this acquisition, Nielsen//NetRatings
United States based subsidiaries became Guarantor subsidiaries during the quarter ended September 30, 2007. This change did not impact the Nielsen//NetRatings non-U.S. operations which will continue as Non-Guarantor subsidiaries. In the
following Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Operations and the Condensed Consolidated Statement of Cash Flows, Nielsen//NetRatings U.S. based subsidiaries have been included in the Guarantor column as of
September 30, 2007 and for the three and nine months ended September 30, 2007. Prior periods have not been reclassified.

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.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Balance Sheet (Successor) (Unaudited)

September 30, 2007



|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|-------------------------------------------------------------------------------------------- |  | ------ | ----- | ------- | - | ----- | --------- |  | ------------- | ------ | ----------- | - | ----- | ------------ | - | ------- | - |  | - | ------
|                                                                                             |  | Parent |       | Issuers |   |       | Guarantor |  | Non-Guarantor |        | Elimination |   |       | Consolidated
|Assets:                                                                                      |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current assets                                                                               |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Cash and cash equivalents                                                                    |  | $      | 3     |         | $ |      |           |  | $             | 40     |             | $ | 297   |              | $ |        |   |  | $ | 340   
|Trade and other receivables, net                                                             |  |        |      |         |   |      |           |  |               | 371    |             |   | 449   |              |   |        |   |  |   | 820   
|Prepaid expenses and other current assets                                                    |  |        | 34    |         |   | 16    |           |  |               | 161    |             |   | 66    |              |   |        |   |  |   | 277   
|Intercompany receivables                                                                     |  |        | 412   |         |   | 83    |           |  |               | 361    |             |   | 335   |              |   | (1,191  | ) |  |   |      
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current assets                                                                         |  |        | 449   |         |   | 99    |           |  |               | 933    |             |   | 1,147 |              |   | (1,191  | ) |  |   | 1,437 
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current assets                                                                           |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Property, plant and equipment, net                                                           |  |        |      |         |   |      |           |  |               | 330    |             |   | 220   |              |   |        |   |  |   | 550   
|Goodwill                                                                                     |  |        |      |         |   |      |           |  |               | 5,778  |             |   | 2,076 |              |   |        |   |  |   | 7,854 
|Other intangible assets, net                                                                 |  |        |      |         |   |      |           |  |               | 3,882  |             |   | 1,391 |              |   |        |   |  |   | 5,273 
|Deferred tax assets                                                                          |  |        | 6     |         |   | 35    |           |  |               | 240    |             |   | 55    |              |   |        |   |  |   | 336   
|Other non-current assets                                                                     |  |        | 17    |         |   | 125   |           |  |               | 518    |             |   | 234   |              |   |        |   |  |   | 894   
|Equity investment in subsidiaries                                                            |  |        | 3,844 |         |   |      |           |  |               | 4,380  |             |   |      |              |   | (8,224  | ) |  |   |      
|Intercompany loans                                                                           |  |        | 729   |         |   | 6,681 |           |  |               | 1,086  |             |   | 2,127 |              |   | (10,623 | ) |  |   |      
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total assets                                                                                 |  | $      | 5,045 |         | $ | 6,940 |           |  | $             | 17,147 |             | $ | 7,250 |              | $ | (20,038 | ) |  | $ | 16,344
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Liabilities, minority interests and shareholders equity:                                    |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current liabilities                                                                          |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Accounts payable and other current liabilities                                               |  | $      | 76    |         | $ | 71    |           |  | $             | 374    |             | $ | 536   |              | $ |        |   |  | $ | 1,057 
|Deferred revenues                                                                            |  |        |      |         |   |      |           |  |               | 288    |             |   | 165   |              |   |        |   |  |   | 453   
|Income tax liabilities                                                                       |  |        | 11    |         |   |      |           |  |               | 132    |             |   | 24    |              |   |        |   |  |   | 167   
|Current portion of long-term debt, capital lease obligations and other short-term borrowings |  |        |      |         |   | 45    |           |  |               | 238    |             |   | 31    |              |   |        |   |  |   | 314   
|Intercompany payables                                                                        |  |        | 43    |         |   | 149   |           |  |               | 795    |             |   | 204   |              |   | (1,191  | ) |  |   |      
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current liabilities                                                                    |  |        | 130   |         |   | 265   |           |  |               | 1,827  |             |   | 960   |              |   | (1,191  | ) |  |   | 1,991 
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current liabilities                                                                      |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Long-term debt and capital lease obligations                                                 |  |        | 1,058 |         |   | 6,750 |           |  |               | 155    |             |   | 29    |              |   |        |   |  |   | 7,992 
|Deferred tax liabilities                                                                     |  |        | 4     |         |   |      |           |  |               | 1,553  |             |   | 434   |              |   |        |   |  |   | 1,991 
|Intercompany loans                                                                           |  |        |      |         |   |      |           |  |               | 9,534  |             |   | 1,089 |              |   | (10,623 | ) |  |   |      
|Other non-current liabilities                                                                |  |        | 10    |         |   | 24    |           |  |               | 234    |             |   | 256   |              |   |        |   |  |   | 524   
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities                                                                            |  |        | 1,202 |         |   | 7,039 |           |  |               | 13,303 |             |   | 2,768 |              |   | (11,814 | ) |  |   | 12,498
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Minority interests                                                                           |  |        |      |         |   |      |           |  |               |       |             |   | 3     |              |   |        |   |  |   | 3     
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total shareholders equity                                                                   |  |        | 3,843 |         |   | (99   | )         |  |               | 3,844  |             |   | 4,479 |              |   | (8,224  | ) |  |   | 3,843 
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities, minority interests and shareholders equity                               |  | $      | 5,045 |         | $ | 6,940 |           |  | $             | 17,147 |             | $ | 7,250 |              | $ | (20,038 | ) |  | $ | 16,344
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Balance Sheet (Successor)

December 31, 2006



|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|-------------------------------------------------------------------------------------------- |  | ------ | ----- | - | ------- | - | ----- | --------- |  | ------------- | ------ | ----------- | - | ----- | ------------ | - | ------- | - |  | - | ------
|                                                                                             |  | Parent |       |   | Issuers |   |       | Guarantor |  | Non-Guarantor |        | Elimination |   |       | Consolidated
|Assets:                                                                                      |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current assets                                                                               |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Cash and cash equivalents                                                                    |  | $      | 4     |   |         | $ |      |           |  | $             | 211    |             | $ | 416   |              | $ |        |   |  | $ | 631   
|Marketable securities                                                                        |  |        |      |   |         |   |      |           |  |               | 14     |             |   | 137   |              |   |        |   |  |   | 151   
|Trade and other receivables, net                                                             |  |        | (3    | ) |         |   |      |           |  |               | 346    |             |   | 397   |              |   |        |   |  |   | 740   
|Prepaid expenses and other current assets                                                    |  |        |      |   |         |   | 23    |           |  |               | 167    |             |   | 57    |              |   |        |   |  |   | 247   
|Intercompany receivables                                                                     |  |        | 318   |   |         |   | 123   |           |  |               | 347    |             |   | 334   |              |   | (1,122  | ) |  |   |      
|Assets of discontinued operations                                                            |  |        |      |   |         |   |      |           |  |               |       |             |   | 545   |              |   |        |   |  |   | 545   
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current assets                                                                         |  |        | 319   |   |         |   | 146   |           |  |               | 1,085  |             |   | 1,886 |              |   | (1,122  | ) |  |   | 2,314 
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current assets                                                                           |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Property, plant and equipment, net                                                           |  |        |      |   |         |   |      |           |  |               | 361    |             |   | 163   |              |   |        |   |  |   | 524   
|Goodwill                                                                                     |  |        |      |   |         |   |      |           |  |               | 4,976  |             |   | 1,688 |              |   |        |   |  |   | 6,664 
|Other intangible assets, net                                                                 |  |        |      |   |         |   |      |           |  |               | 4,419  |             |   | 1,353 |              |   |        |   |  |   | 5,772 
|Deferred tax assets                                                                          |  |        | 4     |   |         |   | 24    |           |  |               | 25     |             |   | 53    |              |   |        |   |  |   | 106   
|Other non-current assets                                                                     |  |        | 17    |   |         |   | 105   |           |  |               | 438    |             |   | 159   |              |   |        |   |  |   | 719   
|Equity investment in subsidiaries                                                            |  |        | 3,995 |   |         |   |      |           |  |               | 4,561  |             |   |      |              |   | (8,556  | ) |  |   |      
|Intercompany loans                                                                           |  |        | 699   |   |         |   | 6,630 |           |  |               | 588    |             |   | 1,408 |              |   | (9,325  | ) |  |   |      
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total assets                                                                                 |  | $      | 5,034 |   |         | $ | 6,905 |           |  | $             | 16,453 |             | $ | 6,710 |              | $ | (19,003 | ) |  | $ | 16,099
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Liabilities, minority interests and shareholders equity                                     |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current liabilities                                                                          |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Accounts payable and other current liabilities                                               |  | $      | 77    |   |         | $ | 88    |           |  | $             | 348    |             | $ | 475   |              | $ |        |   |  | $ | 988   
|Deferred revenues                                                                            |  |        |      |   |         |   |      |           |  |               | 249    |             |   | 202   |              |   |        |   |  |   | 451   
|Income tax liabilities                                                                       |  |        | 12    |   |         |   |      |           |  |               | 176    |             |   | 64    |              |   |        |   |  |   | 252   
|Current portion of long-term debt, capital lease obligations and other short-term borrowings |  |        |      |   |         |   | 52    |           |  |               | 74     |             |   | 86    |              |   |        |   |  |   | 212   
|Intercompany payables                                                                        |  |        | 42    |   |         |   | 155   |           |  |               | 707    |             |   | 218   |              |   | (1,122  | ) |  |   |      
|Liabilities of discontinued operations                                                       |  |        |      |   |         |   |      |           |  |               |       |             |   | 143   |              |   |        |   |  |   | 143   
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current liabilities                                                                    |  |        | 131   |   |         |   | 295   |           |  |               | 1,554  |             |   | 1,188 |              |   | (1,122  | ) |  |   | 2,046 
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current liabilities                                                                      |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Long-term debt and capital lease obligations                                                 |  |        | 982   |   |         |   | 6,629 |           |  |               | 119    |             |   | 31    |              |   |        |   |  |   | 7,761 
|Deferred tax liabilities                                                                     |  |        |      |   |         |   |      |           |  |               | 1,882  |             |   | 19    |              |   |        |   |  |   | 1,901 
|Intercompany loans                                                                           |  |        |      |   |         |   |      |           |  |               | 8,696  |             |   | 629   |              |   | (9,325  | ) |  |   |      
|Other non-current liabilities                                                                |  |        | 7     |   |         |   |      |           |  |               | 207    |             |   | 158   |              |   |        |   |  |   | 372   
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities                                                                            |  |        | 1,120 |   |         |   | 6,924 |           |  |               | 12,458 |             |   | 2,025 |              |   | (10,447 | ) |  |   | 12,080
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Minority interests                                                                           |  |        |      |   |         |   |      |           |  |               |       |             |   | 105   |              |   |        |   |  |   | 105   
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total shareholders equity                                                                   |  |        | 3,914 |   |         |   | (19   | )         |  |               | 3,995  |             |   | 4,580 |              |   | (8,556  | ) |  |   | 3,914 
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities, minority interests and shareholders equity                               |  | $      | 5,034 |   |         | $ | 6,905 |           |  | $             | 16,453 |             | $ | 6,710 |              | $ | (19,003 | ) |  | $ | 16,099
|                                                                                             |  |        |       |   |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       



- 27 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Successor) (Unaudited)

For
the three months ended September 30, 2007



|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|                                                                                                                |  | Parent |      |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |     |   |         | $ |     |           |  | $ | 644           |   |  | $           | 547 |   |              | $ | (3   | ) |  | $ | 1,188 |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |     |   |         |   |     |           |  |   | 290           |   |  |             | 249 |   |              |   | (3   | ) |  |   | 536   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        | 1    |   |         |   |     |           |  |   | 194           |   |  |             | 190 |   |              |   |     |   |  |   | 385   |  
|Depreciation and amortization                                                                                   |  |        |     |   |         |   |     |           |  |   | 79            |   |  |             | 32  |   |              |   |     |   |  |   | 111   |  
|Restructuring costs                                                                                             |  |        |     |   |         |   |     |           |  |   | 30            |   |  |             | 49  |   |              |   |     |   |  |   | 79    |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating (loss)/income                                                                                         |  |        | (1   | ) |         |   |     |           |  |   | 51            |   |  |             | 27  |   |              |   |     |   |  |   | 77    |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 10   |   |         |   | 134  |           |  |   | 21            |   |  |             | 27  |   |              |   | (185 | ) |  |   | 7     |  
|Interest expense                                                                                                |  |        | (19  | ) |         |   | (137 | )         |  |   | (170          | ) |  |             | (23 | ) |              |   | 185  |   |  |   | (164  | )
|Gain on derivative instruments                                                                                  |  |        |     |   |         |   | 16   |           |  |   | 3             |   |  |             |    |   |              |   |     |   |  |   | 19    |  
|Foreign currency exchange transaction (loss)/gain, net                                                          |  |        | (1   | ) |         |   | (54  | )         |  |   | 2             |   |  |             | 6   |   |              |   |     |   |  |   | (47   | )
|Equity in net (loss)/income of affiliates                                                                       |  |        |     |   |         |   |     |           |  |   | (8            | ) |  |             | 3   |   |              |   |     |   |  |   | (5    | )
|Equity in net (loss)/income of subsidiaries                                                                     |  |        | (91  | ) |         |   |     |           |  |   | (9            | ) |  |             |    |   |              |   | 100  |   |  |   |      |  
|Other (expense)/income, net                                                                                     |  |        | (1   | ) |         |   |     |           |  |   | (2            | ) |  |             | 3   |   |              |   |     |   |  |   |      |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and minority interests                             |  |        | (103 | ) |         |   | (41  | )         |  |   | (112          | ) |  |             | 43  |   |              |   | 100  |   |  |   | (113  | )
|                                                                                                                |  |        |      |   |         |  
|Benefit/(provision) for income taxes                                                                            |  |        | 3    |   |         |   | 15   |           |  |   | 21            |   |  |             | (27 | ) |              |   |     |   |  |   | 12    |  
|                                                                                                                |  |        |      |   |         |  
|Minority interests                                                                                              |  |        |     |   |         |   |     |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   |      |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (100 | ) |         |   | (26  | )         |  |   | (91           | ) |  |             | 16  |   |              |   | 100  |   |  |   | (101  | )
|                                                                                                                |  |        |      |   |         |  
|Discontinued operations, net of tax                                                                             |  |        |     |   |         |   |     |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  | $      | (100 | ) |         | $ | (26  | )         |  | $ | (91           | ) |  | $           | 17  |   |              | $ | 100  |   |  | $ | (100  | )
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



- 28 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Successor) (Unaudited)

For
the nine months ended September 30, 2007



|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | ----- | - | ------------ | - | ---- | - |  | - | ----- | -
|                                                                                                                |  | Parent |      |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |       |   | Consolidated |  
|Revenues                                                                                                        |  | $      |     |   |         | $ |     |           |  | $ | 1,898         |   |  | $           | 1,539 |   |              | $ | (8   | ) |  | $ | 3,429 |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |     |   |         |   |     |           |  |   | 827           |   |  |             | 739   |   |              |   | (8   | ) |  |   | 1,558 |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        | 1    |   |         |   |     |           |  |   | 621           |   |  |             | 548   |   |              |   |     |   |  |   | 1,170 |  
|Depreciation and amortization                                                                                   |  |        |     |   |         |   |     |           |  |   | 252           |   |  |             | 82    |   |              |   |     |   |  |   | 334   |  
|Restructuring costs                                                                                             |  |        |     |   |         |   |     |           |  |   | 64            |   |  |             | 70    |   |              |   |     |   |  |   | 134   |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Operating (loss)/income                                                                                         |  |        | (1   | ) |         |   |     |           |  |   | 134           |   |  |             | 100   |   |              |   |     |   |  |   | 233   |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 33   |   |         |   | 394  |           |  |   | 41            |   |  |             | 70    |   |              |   | (515 | ) |  |   | 23    |  
|Interest expense                                                                                                |  |        | (55  | ) |         |   | (406 | )         |  |   | (488          | ) |  |             | (43   | ) |              |   | 515  |   |  |   | (477  | )
|Gain on derivative instruments                                                                                  |  |        |     |   |         |   | 26   |           |  |   | 6             |   |  |             |      |   |              |   |     |   |  |   | 32    |  
|Foreign currency exchange transaction loss, net                                                                 |  |        | (4   | ) |         |   | (66  | )         |  |   | (10           | ) |  |             | (1    | ) |              |   |     |   |  |   | (81   | )
|Equity in net (loss)/income of affiliates                                                                       |  |        |     |   |         |   |     |           |  |   | (7            | ) |  |             | 8     |   |              |   |     |   |  |   | 1     |  
|Equity in net (loss)/income of subsidiaries                                                                     |  |        | (211 | ) |         |   |     |           |  |   | 27            |   |  |             |      |   |              |   | 184  |   |  |   |      |  
|Other (expense)/income, net                                                                                     |  |        | (5   | ) |         |   | (3   | )         |  |   | 19            |   |  |             | (13   | ) |              |   |     |   |  |   | (2    | )
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and minority interests                             |  |        | (243 | ) |         |   | (55  | )         |  |   | (278          | ) |  |             | 121   |   |              |   | 184  |   |  |   | (271  | )
|                                                                                                                |  |        |      |   |         |  
|Benefit/(provision) for income taxes                                                                            |  |        | 8    |   |         |   | 19   |           |  |   | 67            |   |  |             | (62   | ) |              |   |     |   |  |   | 32    |  
|Minority interests                                                                                              |  |        |     |   |         |   |     |           |  |   |              |   |  |             | 2     |   |              |   |     |   |  |   | 2     |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (235 | ) |         |   | (36  | )         |  |   | (211          | ) |  |             | 61    |   |              |   | 184  |   |  |   | (237  | )
|                                                                                                                |  |        |      |   |         |  
|Discontinued operations, net of tax                                                                             |  |        |     |   |         |   |     |           |  |   |              |   |  |             | 2     |   |              |   |     |   |  |   | 2     |  
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  | $      | (235 | ) |         | $ | (36  | )         |  | $ | (211          | ) |  | $           | 63    |   |              | $ | 184  |   |  | $ | (235  | )
|                                                                                                                |  |        |      |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  



- 29 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Successor) (Unaudited)

For
the period May 24 to September 30, 2006



|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | --- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|                                                                                                                |  | Parent |      |   | Issuers |   |     | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |     |   |         | $ |    |           |  | $ | 818           |   |  | $           | 651 |   |              | $ | (6   | ) |  | $ | 1,463 |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |     |   |         |   |    |           |  |   | 365           |   |  |             | 327 |   |              |   | (6   | ) |  |   | 686   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        | 28   |   |         |   |    |           |  |   | 272           |   |  |             | 249 |   |              |   |     |   |  |   | 549   |  
|Depreciation and amortization                                                                                   |  |        |     |   |         |   |    |           |  |   | 99            |   |  |             | 46  |   |              |   |     |   |  |   | 145   |  
|Restructuring Costs                                                                                             |  |        |     |   |         |   |    |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating (loss)/income                                                                                         |  |        | (28  | ) |         |   |    |           |  |   | 82            |   |  |             | 28  |   |              |   |     |   |  |   | 82    |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 38   |   |         |   | 83  |           |  |   | 10            |   |  |             | 21  |   |              |   | (145 | ) |  |   | 7     |  
|Interest expense                                                                                                |  |        | (115 | ) |         |   | (88 | )         |  |   | (147          | ) |  |             | (10 | ) |              |   | 145  |   |  |   | (215  | )
|(Loss)/gain on derivative instruments                                                                           |  |        | (2   | ) |         |   |    |           |  |   | 6             |   |  |             |    |   |              |   |     |   |  |   | 4     |  
|Loss on early extinguishment of debt                                                                            |  |        | (63  | ) |         |   |    |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   | (63   | )
|Foreign currency exchange transaction (loss)/gain, net                                                          |  |        | (3   | ) |         |   | 2   |           |  |   | (28           | ) |  |             |    |   |              |   |     |   |  |   | (29   | )
|Equity in net loss of affiliates                                                                                |  |        |     |   |         |   |    |           |  |   |              |   |  |             | (1  | ) |              |   |     |   |  |   | (1    | )
|Equity in net (loss)/income of subsidiaries                                                                     |  |        | (1   | ) |         |   |    |           |  |   | (1            | ) |  |             |    |   |              |   | 2    |   |  |   |      |  
|Other income/(expense), net                                                                                     |  |        | 6    |   |         |   | (5  | )         |  |   | 12            |   |  |             | (13 | ) |              |   |     |   |  |   |      |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and minority interests                             |  |        | (168 | ) |         |   | (8  | )         |  |   | (66           | ) |  |             | 25  |   |              |   | 2    |   |  |   | (215  | )
|                                                                                                                |  |        |      |   |         |  
|Benefit/(provision) for income taxes                                                                            |  |        | 18   |   |         |   | 1   |           |  |   | 65            |   |  |             | (8  | ) |              |   |     |   |  |   | 76    |  
|Minority interests                                                                                              |  |        |     |   |         |   |    |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   |      |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (150 | ) |         |   | (7  | )         |  |   | (1            | ) |  |             | 17  |   |              |   | 2    |   |  |   | (139  | )
|                                                                                                                |  |        |      |   |         |  
|Discontinued operations, net of tax                                                                             |  |        |     |   |         |   |    |           |  |   |              |   |  |             | (11 | ) |              |   |     |   |  |   | (11   | )
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  | $      | (150 | ) |         | $ | (7  | )         |  | $ | (1            | ) |  | $           | 6   |   |              | $ | 2    |   |  | $ | (150  | )
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



- 30 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Successor) (Unaudited)

For
the three months ended September 30, 2006



|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | --- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|                                                                                                                |  | Parent |      |   | Issuers |   |     | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |     |   |         | $ |    |           |  | $ | 584           |   |  | $           | 491 |   |              | $ | (5   | ) |  | $ | 1,070 |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |     |   |         |   |    |           |  |   | 255           |   |  |             | 241 |   |              |   | (5   | ) |  |   | 491   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        | 4    |   |         |   |    |           |  |   | 217           |   |  |             | 163 |   |              |   |     |   |  |   | 384   |  
|Depreciation and amortization                                                                                   |  |        |     |   |         |   |    |           |  |   | 70            |   |  |             | 32  |   |              |   |     |   |  |   | 102   |  
|Restructuring costs                                                                                             |  |        |     |   |         |   |    |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating (loss)/income                                                                                         |  |        | (4   | ) |         |   |    |           |  |   | 42            |   |  |             | 54  |   |              |   |     |   |  |   | 92    |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 27   |   |         |   | 83  |           |  |   | 7             |   |  |             | 15  |   |              |   | (127 | ) |  |   | 5     |  
|Interest expense                                                                                                |  |        | (56  | ) |         |   | (88 | )         |  |   | (132          | ) |  |             | (10 | ) |              |   | 127  |   |  |   | (159  | )
|(Loss)/gain on derivative instruments                                                                           |  |        | (2   | ) |         |   |    |           |  |   | 8             |   |  |             |    |   |              |   |     |   |  |   | 6     |  
|Loss on early extinguishment of debt                                                                            |  |        | (63  | ) |         |   |    |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   | (63   | )
|Foreign currency exchange transaction (loss)/gain, net                                                          |  |        | (6   | ) |         |   | 2   |           |  |   | (78           | ) |  |             |    |   |              |   |     |   |  |   | (82   | )
|Equity in net loss of affiliates                                                                                |  |        |     |   |         |   |    |           |  |   | (2            | ) |  |             | (2  | ) |              |   |     |   |  |   | (4    | )
|Equity in net (loss)/income of subsidiaries                                                                     |  |        | (26  | ) |         |   |    |           |  |   | 32            |   |  |             |    |   |              |   | (6   | ) |  |   |      |  
|Other income/(expense), net                                                                                     |  |        | 8    |   |         |   | (5  | )         |  |   | (1            | ) |  |             |    |   |              |   |     |   |  |   | 2     |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and minority interests                             |  |        | (122 | ) |         |   | (8  | )         |  |   | (124          | ) |  |             | 57  |   |              |   | (6   | ) |  |   | (203  | )
|                                                                                                                |  |        |      |   |         |  
|Benefit/(provision) for income taxes                                                                            |  |        | 11   |   |         |   | 1   |           |  |   | 98            |   |  |             | (7  | ) |              |   |     |   |  |   | 103   |  
|Minority interests                                                                                              |  |        |     |   |         |   |    |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   |      |  
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (111 | ) |         |   | (7  | )         |  |   | (26           | ) |  |             | 50  |   |              |   | (6   | ) |  |   | (100  | )
|                                                                                                                |  |        |      |   |         |  
|Discontinued operations, net of tax                                                                             |  |        |     |   |         |   |    |           |  |   |              |   |  |             | (11 | ) |              |   |     |   |  |   | (11   | )
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  | $      | (111 | ) |         | $ | (7  | )         |  | $ | (26           | ) |  | $           | 39  |   |              | $ | (6   | ) |  | $ | (111  | )
|                                                                                                                |  |        |      |   |         |   |     |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



- 31 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Predecessor)

For the period
January 1 to May 23, 2006



|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | --- | - |  | - | ----- | -
|                                                                                                                |  | Parent |     |   | Issuers |   | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |          |  | $ | 932           |   |  | $           | 699 |   |              | $ | (5  | ) |  | $ | 1,626 |  
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |          |  |   | 410           |   |  |             | 382 |   |              |   | (5  | ) |  |   | 787   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        | 2   |   |         |   |          |  |   | 295           |   |  |             | 257 |   |              |   |    |   |  |   | 554   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |          |  |   | 82            |   |  |             | 44  |   |              |   |    |   |  |   | 126   |  
|Transaction costs                                                                                               |  |        | 82  |   |         |   |          |  |   | 13            |   |  |             |    |   |              |   |    |   |  |   | 95    |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |          |  |   | 7             |   |  |             |    |   |              |   |    |   |  |   | 7     |  
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|Operating (loss)/income                                                                                         |  |        | (84 | ) |         |   |          |  |   | 125           |   |  |             | 16  |   |              |   |    |   |  |   | 57    |  
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|Interest income                                                                                                 |  |        | 47  |   |         |   |          |  |   | 12            |   |  |             | 19  |   |              |   | (70 | ) |  |   | 8     |  
|Interest expense                                                                                                |  |        | (49 | ) |         |   |          |  |   | (55           | ) |  |             | (14 | ) |              |   | 70  |   |  |   | (48   | )
|Loss on derivative instruments                                                                                  |  |        |    |   |         |   |          |  |   | (9            | ) |  |             |    |   |              |   |    |   |  |   | (9    | )
|Foreign currency exchange transaction gain/(loss), net                                                          |  |        | 5   |   |         |   |           |  |   | (8            | ) |  |             |    |   |              |   |    |   |  |   | (3    | )
|Equity in net income of affiliates                                                                              |  |        |    |   |         |   |          |  |   | 1             |   |  |             | 5   |   |              |   |    |   |  |   | 6     |  
|Equity in net income of subsidiaries                                                                            |  |        | 64  |   |         |   |          |  |   |              |   |  |             |    |   |              |   | (64 | ) |  |   |      |  
|Other (expense)/income, net                                                                                     |  |        | (5  | ) |         |   |          |  |   | 24            |   |  |             | (5  | ) |              |   |    |   |  |   | 14    |  
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and minority interests                             |  |        | (22 | ) |         |   |          |  |   | 90            |   |  |             | 21  |   |              |   | (64 | ) |  |   | 25    |  
|                                                                                                                |  |        |     |   |         |  
|Benefit/(provision) for income taxes                                                                            |  |        | 8   |   |         |   |          |  |   | (26           | ) |  |             | (21 | ) |              |   |    |   |  |   | (39   | )
|Minority interests                                                                                              |  |        |    |   |         |   |          |  |   |              |   |  |             |    |   |              |   |    |   |  |   |      |  
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (14 | ) |         |   |          |  |   | 64            |   |  |             |    |   |              |   | (64 | ) |  |   | (14   | )
|                                                                                                                |  |        |     |   |         |  
|Discontinued operations, net of tax                                                                             |  |        |    |   |         |   |          |  |   |              |   |  |             |    |   |              |   |    |   |  |   |      |  
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  
|Net (loss)/income                                                                                               |  | $      | (14 | ) |         | $ |          |  | $ | 64            |   |  | $           |    |   |              | $ | (64 | ) |  | $ | (14   | )
|                                                                                                                |  |        |     |   |         |   |           |  |   |               |   |  |             |     |   |              |   |     |   |  |   |       |  



- 32 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Successor) (Unaudited)

For
the nine months ended September 30, 2007



|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|---------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ------------ | ---- | - |  | - | ---- | -
|                                                                 |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |     
|Net cash (used in)/ provided by operating activities             |  | $      | (20 | ) |         | $ | 74   |           |  | $ | (144          | ) |  | $            | 137  |   |  | $ | 47   |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Investing activities:                                            |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired |  |        |    |   |         |   |     |           |  |   | (782          | ) |  |              | (54  | ) |  |   | (836 | )
|Proceeds from sale of subsidiaries and affiliates, net           |  |        |    |   |         |   |     |           |  |   |              |   |  |              | 389  |   |  |   | 389  |  
|Additions to property, plant and equipment and other assets      |  |        |    |   |         |   |     |           |  |   | (66           | ) |  |              | (42  | ) |  |   | (108 | )
|Additions to intangible assets                                   |  |        |    |   |         |   |     |           |  |   | (63           | ) |  |              | (14  | ) |  |   | (77  | )
|Purchases of marketable securities                               |  |        |    |   |         |   |     |           |  |   | (31           | ) |  |              |     |   |  |   | (31  | )
|Sales and maturities of marketable securities                    |  |        |    |   |         |   |     |           |  |   | 166           |   |  |              |     |   |  |   | 166  |  
|Other investing activities                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |              | 3    |   |  |   | 3    |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Net cash (used in)/provided by investing activities              |  |        |    |   |         |   |     |           |  |   | (776          | ) |  |              | 282  |   |  |   | (494 | )
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Financing activities:                                            |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Proceeds from issuances of debt                                  |  |        |    |   |         |   | 347  |           |  |   | 368           |   |  |              |     |   |  |   | 715  |  
|Repayments of debt                                               |  |        |    |   |         |   | (361 | )         |  |   | (153          | ) |  |              | (1   | ) |  |   | (515 | )
|Increase/(decrease) in other short-term borrowings               |  |        | 6   |   |         |   |     |           |  |   | (7            | ) |  |              | (70  | ) |  |   | (71  | )
|Activity under stock plans                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |              | (3   | ) |  |   | (3   | )
|Intercompany and other financing activities                      |  |        | 13  |   |         |   | (60  | )         |  |   | 531           |   |  |              | (481 | ) |  |   | 3    |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Net cash provided by/(used in) financing activities              |  |        | 19  |   |         |   | (74  | )         |  |   | 739           |   |  |              | (555 | ) |  |   | 129  |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents     |  |        |    |   |         |   |     |           |  |   | 10            |   |  |              | 17   |   |  |   | 27   |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Net decrease in cash and cash equivalents                        |  |        | (1  | ) |         |   |     |           |  |   | (171          | ) |  |              | (119 | ) |  |   | (291 | )
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Cash and cash equivalents at beginning of period                 |  |        | 4   |   |         |   |     |           |  |   | 211           |   |  |              | 416  |   |  |   | 631  |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  
|Cash and cash equivalents at end of period                       |  | $      | 3   |   |         | $ |     |           |  | $ | 40            |   |  | $            | 297  |   |  | $ | 340  |  
|                                                                 |  |        |     |   |         |   |      |           |  |   |               |   |  |              |      |   |  |   |      |  



- 33 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Successor) (Unaudited)

For
the period May 24 to September 30, 2006



|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|-------------------------------------------------------------------------- |  | ------ | ------ | - | ------- | - | ------ | --------- |  | - | ------------- | - |  | ------------ | ---- | - |  | - | ------ | -
|                                                                           |  | Parent |        |   | Issuers |   |        | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |     
|Net cash (used in)/provided by operating activities                        |  | $      | (38    | ) |         | $ |       |           |  | $ | 108           |   |  | $            | 151  |   |  | $ | 221    |  
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Investing activities:                                                      |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Acquisition of subsidiaries and affiliates, net of cash acquired           |  |        |       |   |         |   |       |           |  |   | (28           | ) |  |              |     |   |  |   | (28    | )
|Proceeds from sale of subsidiaries and affiliates                          |  |        |        |   |         |   |        |           |  |   | 12            |   |  |              |     |   |  |   | 12     |  
|Additions to property, plant and equipment and other assets                |  |        |       |   |         |   |       |           |  |   | (34           | ) |  |              | (19  | ) |  |   | (53    | )
|Additions to intangible assets                                             |  |        |       |   |         |   |       |           |  |   | (21           | ) |  |              | (10  | ) |  |   | (31    | )
|Purchases of marketable securities                                         |  |        |       |   |         |   |       |           |  |   |              |   |  |              | (44  | ) |  |   | (44    | )
|Sale and maturities of marketable securities                               |  |        |       |   |         |   |       |           |  |   |              |   |  |              | 38   |   |  |   | 38     |  
|Proceeds from sale of property, plant and equipment                        |  |        |       |   |         |   |       |           |  |   | 2             |   |  |              | 3    |   |  |   | 5      |  
|Other investing activities                                                 |  |        |       |   |         |   |       |           |  |   | 5             |   |  |              | (10  | ) |  |   | (5     | )
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Net cash used in investing activities                                      |  |        |       |   |         |   |       |           |  |   | (64           | ) |  |              | (42  | ) |  |   | (106   | )
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Financing activities:                                                      |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Payments to Valcon to settle certain borrowings for the Valcon Acquisition |  |        | (5,862 | ) |         |   |       |           |  |   |              |   |  |              |     |   |  |   | (5,862 | )
|Proceeds from issuance of debt                                             |  |        | 274    |   |         |   | 6,493  |           |  |   |              |   |  |              |     |   |  |   | 6,767  |  
|Repayments of debt                                                         |  |        | (1,381 | ) |         |   |       |           |  |   | (154          | ) |  |              |     |   |  |   | (1,535 | )
|Stock activity of subsidiaries, net                                        |  |        |       |   |         |   |       |           |  |   |              |   |  |              | 3    |   |  |   | 3      |  
|Increase in other short-term borrowings                                    |  |        |       |   |         |   |       |           |  |   | 11            |   |  |              | 19   |   |  |   | 30     |  
|Repurchase of preference shares                                            |  |        | (116   | ) |         |   |       |           |  |   |              |   |  |              |     |   |  |   | (116   | )
|Cash dividends paid to shareholders                                        |  |        | (16    | ) |         |   |       |           |  |   |              |   |  |              |     |   |  |   | (16    | )
|Activity under stock plans                                                 |  |        | (86    | ) |         |   |       |           |  |   |              |   |  |              |     |   |  |   | (86    | )
|Intercompany and other financing activities                                |  |        | 7,212  |   |         |   | (6,493 | )         |  |   | (280          | ) |  |              | (119 | ) |  |   | 320    |  
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Net cash provided by/(used in) financing activities                        |  |        | 25     |   |         |   |       |           |  |   | (423          | ) |  |              | (97  | ) |  |   | (495   | )
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Effect of exchange-rate changes on cash and cash equivalents               |  |        |       |   |         |   |       |           |  |   |              |   |  |              | (1   | ) |  |   | (1     | )
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Net (decrease)/increase in cash and cash equivalents                       |  |        | (13    | ) |         |   |       |           |  |   | (379          | ) |  |              | 11   |   |  |   | (381   | )
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Cash and cash equivalents at beginning of period                           |  |        | 27     |   |         |   |       |           |  |   | 535           |   |  |              | 271  |   |  |   | 833    |  
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  
|Cash and cash equivalents at end of period                                 |  | $      | 14     |   |         | $ |       |           |  | $ | 156           |   |  | $            | 282  |   |  | $ | 452    |  
|                                                                           |  |        |        |   |         |   |        |           |  |   |               |   |  |              |      |   |  |   |        |  



- 34 -



---

##### Table of Contents

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)



The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Predecessor)

For the period
January 1 to May 23, 2006



|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|---------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | --------- |  | - | ------------- | - |  | ------------ | ---- | - |  | - | ----- | -
|                                                                       |  | Parent |      |   | Issuers |   | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |     
|                                                                       |  |        |      |   |        
|Net cash (used in)/provided by operating activities                    |  | $      | (81  | ) |         | $ |          |  | $ | 127           |   |  | $            | 33   |   |  | $ | 79    |  
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Investing activities:                                                  |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Acquisition of subsidiaries and affiliates, net of cash acquired       |  |        |     |   |         |   |          |  |   | (12           | ) |  |              | (45  | ) |  |   | (57   | )
|Payments from sale of subsidiaries and affiliates                      |  |        |     |   |         |   |          |  |   |              |   |  |              | (3   | ) |  |   | (3    | )
|Additions to property, plant and equipment and other assets            |  |        |     |   |         |   |          |  |   | (29           | ) |  |              | (16  | ) |  |   | (45   | )
|Additions to intangible assets                                         |  |        |     |   |         |   |          |  |   | (19           | ) |  |              | (5   | ) |  |   | (24   | )
|Purchases of marketable securities                                     |  |        |     |   |         |   |          |  |   |              |   |  |              | (56  | ) |  |   | (56   | )
|Sales and maturities of marketable securities                          |  |        |     |   |         |   |          |  |   |              |   |  |              | 71   |   |  |   | 71    |  
|Other investing activities                                             |  |        |     |   |         |   |          |  |   |              |   |  |              | 17   |   |  |   | 17    |  
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Net cash used in investing activities                                  |  |        |     |   |         |   |          |  |   | (60           | ) |  |              | (37  | ) |  |   | (97   | )
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Financing activities:                                                  |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Repayments of debt                                                     |  |        | (466 | ) |         |   |          |  |   |              |   |  |              |     |   |  |   | (466  | )
|Stock activity of subsidiaries, net                                    |  |        |     |   |         |   |          |  |   |              |   |  |              | (9   | ) |  |   | (9    | )
|(Decrease)/increase in other short-term borrowings                     |  |        |     |   |         |   |          |  |   | (13           | ) |  |              | 7    |   |  |   | (6    | )
|Activity under stock plans                                             |  |        | 40   |   |         |   |          |  |   |              |   |  |              |     |   |  |   | 40    |  
|Settlement of derivatives, intercompany and other financing activities |  |        | 527  |   |         |   |          |  |   | (202          | ) |  |              | (113 | ) |  |   | 212   |  
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Net cash provided by/(used in) financing activities                    |  |        | 101  |   |         |   |          |  |   | (215          | ) |  |              | (115 | ) |  |   | (229  | )
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Effect of exchange-rate changes on cash and cash equivalents           |  |        | 1    |   |         |   |          |  |   | 49            |   |  |              | 11   |   |  |   | 61    |  
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Net increase/(decrease) in cash and cash equivalents                   |  |        | 21   |   |         |   |          |  |   | (99           | ) |  |              | (108 | ) |  |   | (186  | )
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Cash and cash equivalents at beginning of period                       |  |        | 6    |   |         |   |          |  |   | 634           |   |  |              | 379  |   |  |   | 1,019 |  
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  
|Cash and cash equivalents at end of period                             |  | $      | 27   |   |         | $ |          |  | $ | 535           |   |  | $            | 271  |   |  | $ | 833   |  
|                                                                       |  |        |      |   |         |   |           |  |   |               |   |  |              |      |   |  |   |       |  



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It
em 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis supplements the managements discussion and analysis of The Nielsen Company B.V. (Company or
Nielsen) for the year ended December 31, 2006 contained in the registration statement on Form S-4 filed and declared effective by the Securities and Exchange Commission as of August 1, 2007 of Nielsen Finance LLC, Nielsen
Finance Co., and the Company. The following discussion and analysis should be read together with the accompanying Condensed Consolidated Financial Statements and related footnotes. In addition, the following discussion and analysis covers periods
both prior to and subsequent to the Valcon Acquisition (as defined below). Accordingly, historical periods may not be comparable with the periods presented after the Valcon Acquisition. Further, this report may contain material that includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsens current views with respect to current events and financial performance. These forward-looking statements
are subject to numerous risks and uncertainties. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such
forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Nielsens operations and business environment that may cause actual results to be materially different from any future
results, express or implied, by such forward-looking statements. Unless required by context, references to we, us, and our refer to Nielsen and each of its consolidated subsidiaries.

Overview and Outlook

We are a leading global
information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. We operate in over 100 countries and are headquartered in Haarlem in the Netherlands and
New York in the United States (U.S.). Through Nielsens broad portfolio of services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world's
population, measure Internet audiences in 18 countries, produce more than 100 trade shows, conferences and events worldwide, operate more than 100 websites and publish more than 100 print publications and online newsletters. We operate in three
segments: Consumer Services, Media, and Business Media.

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders
by Valcon Acquisition B.V. (Valcon), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee
Partners (collectively, the Sponsors).

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by
Valcon (the Valcon Acquisition). Valcon's cost of acquiring Nielsen has been pushed-down to establish the new accounting basis in Nielsen. Although Nielsen continues as the same legal entity after the Valcon Acquisition, the accompanying
condensed consolidated statements of operations and cash flows are presented for two periods: Predecessor and Successor, which relate to the period preceding and succeeding the Valcon Acquisition. These separate periods are presented to reflect the
new



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accounting basis established for Nielsen as of the acquisition date. The Successor portion of the financial statements also reflects the push-down of
Valcon's borrowings under its senior secured bridge facility, which was used to fund a portion of the Valcon Acquisition, and was repaid with funds borrowed by Nielsen and certain of its subsidiaries and equity contributions from the Sponsors.

In the following discussion, the nine months ended September 30, 2006 results are adjusted to reflect the pro forma effect of the
Valcon Acquisition as if it had occurred on January 1, 2006. The amounts for the nine months ended September 30, 2007 are compared to the pro forma basis for the nine months ended September 30, 2006. Management believes this to be the
most meaningful and practical way to comment on our results of operations.

Factors Affecting Nielsens Financial Results

Foreign Currency

Our financial results are
reported in U.S. Dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. Dollars.

Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on Nielsens operating results. Our
primary exposure is the fluctuation in the U.S. Dollar against the Euro (see the table under Foreign Currency Exchange Risk below). The average U.S. Dollar to Euro exchange rate was $1.34 to 1.00 and $1.23 to 1.00 for the nine
months ended September 30, 2007 and the pro forma nine months ended September 30, 2006, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign
currency fluctuations.

Acquisitions and Investments in Affiliates

For the nine months ended September 30, 2007, Nielsen completed several acquisitions with an aggregate consideration, net of cash acquired, of $837
million and deferred consideration up to a maximum of $1 million, contingent on future performance. Goodwill increased by $594 million as a result of these acquisitions. The most significant acquisitions were the purchase of the remaining minority
interests in Nielsen BuzzMetrics ($47 million) on June 4, 2007, the purchase of the remaining minority interest of Nielsen//NetRatings ($328 million, including $33 million to settle all outstanding share-based awards) on June 22, 2007 and
the acquisition of Telephia, Inc. ($453 million, including $6 million of non-cash consideration), a provider of syndicated consumer research in the telecom and mobile media markets, on August 9, 2007. Had these acquisitions occurred as of
January 1, 2007, the impact on Nielsens consolidated results of operations would have been immaterial.

Prior to these
acquisitions both Nielsen//NetRatings and Nielsen BuzzMetrics were consolidated subsidiaries of Nielsen. The allocation of the purchase price of Nielsen//NetRatings, Nielsen BuzzMetrics and Telephia, Inc. is based on preliminary fair values
determined using management estimates and are subject to change.

The purchase of the remaining minority interests of Nielsen BuzzMetrics
and Nielsen//NetRatings will allow Nielsen to consolidate its internet information services into a



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single service unit. The acquisition of Telephia will accelerate Nielsen's strategy of providing clients worldwide with the most accurate measurement and
analysis of consumer behavior and media use across all platforms.

During the Successor period from May 24, 2006 to September 30,
2006, Nielsen completed the acquisition of Radio and Records for $19 million.

Nielsen completed several acquisitions during the
Predecessor period from January 1, 2006 to May 23, 2006, with an aggregate consideration of $67 million, net of cash acquired. Had these acquisitions occurred at the beginning of the periods, the impact on Nielsens consolidated
results of operations for the Predecessor period would have been immaterial.

Divestitures

Business Media Europe

On February 8,
2007, Nielsen completed the sale of a significant portion of its Business Media Europe (BME) unit for $414 million in cash. During the nine months ended September 30, 2007, Nielsen recorded a gain on sale of discontinued operations of $17
million, primarily related to BMEs previously recognized currency translation adjustments from the date of the Valcon Acquisition to the date of sale, and a pension curtailment gain. No other material gain was recognized on the sale because
the sales price approximated the carrying value. Nielsens consolidated financial statements reflect BMEs business as discontinued operations. See Note 4 to our condensed consolidated financial statements, Business
Divestitures.

World Directories

In November 2004, pursuant to a Sale and Purchase Agreement dated September 26, 2004 (SPA) between Nielsen and World Directories Acquisition Corp. (WDA), Nielsen completed the sale of its Directories business.
The sale price was subject to adjustment based on final agreement of working capital and net indebtedness in the completion accounts. On August 31, 2006, a notice of disagreement was filed by WDA against Nielsen and certain of our subsidiaries
pursuant to the SPA. The claim relates to certain post-closing and final working capital adjustments.

VNU Exhibitions Europe

On October 30, 2007, the Company completed the sale of its 50% share in VNU Exhibitions Europe to Jaarbeurs (Holding) BV for $51 million. During the
three months ended September 30, 2007, an impairment loss of $1 million was recorded to recognize the decline in value of this investment.



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Results of Operations  Successor (nine months ended September 30, 2007), Pro Forma (nine months ended
September 30, 2006), Successor (from May 24, 2006 to September 30, 2006), and Predecessor (from January 1, 2006 to May 23, 2006) periods.

The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations and unaudited pro forma results for the nine months ended September 30, 2006:



|                                                                                         |  |   |       |                                   |  |   |                                   |   |  |                                              |       |   |                                       |   |       |   |  | 
|---------------------------------------------------------------------------------------- |  | - | ----- | --------------------------------- |  | - | --------------------------------- | - |  | -------------------------------------------- | ----- | - | ------------------------------------- | - | ----- | - |  | 
|                                                                                         |  |   |       | Successor                         |  |   | Pro Forma(1)                      |   |  | Successor                                    |       |   | Predecessor                           |  
|(IN MILLIONS)                                                                            |  |   |       | Nine monthsendedSeptember 30,2007 |  |   | Nine monthsendedSeptember 30,2006 |   |  | Period from May 24, 2006to September 30,2006 |       |   | Periodfrom Jan. 1,2006 to May 23,2006 |  
|                                                                                         |  |   |       | (Unaudited)                       |  |   | (Unaudited)                       |   |  | (Unaudited)                                  |       |   |                                       |  
|Revenues                                                                                 |  | $ | 3,429 |                                   |  | $ | 3,089                             |   |  | $                                            | 1,463 |   |                                       | $ | 1,626 |  
|Costs of revenues, exclusive of depreciation and amortization                            |  |   | 1,558 |                                   |  |   | 1,473                             |   |  |                                              | 686   |   |                                       |   | 787   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization |  |   | 1,170 |                                   |  |   | 1,097                             |   |  |                                              | 549   |   |                                       |   | 554   |  
|Depreciation and amortization                                                            |  |   | 334   |                                   |  |   | 315                               |   |  |                                              | 145   |   |                                       |   | 126   |  
|Transaction costs                                                                        |  |   |      |                                   |  |   |                                  |   |  |                                              |      |   |                                       |   | 95    |  
|Restructuring costs                                                                      |  |   | 134   |                                   |  |   | 8                                 |   |  |                                              | 1     |   |                                       |   | 7     |  
|                                                                                         |  |   |       |                                   |  |   |                                   |   |  |                                              |       |   |                                       |   |       |   |  | 
|Operating income                                                                         |  |   | 233   |                                   |  |   | 196                               |   |  |                                              | 82    |   |                                       |   | 57    |  
|                                                                                         |  |   |       |                                   |  |   |                                   |   |  |                                              |       |   |                                       |   |       |   |  | 
|Interest income                                                                          |  |   | 23    |                                   |  |   | 10                                |   |  |                                              | 7     |   |                                       |   | 8     |  
|Interest expense                                                                         |  |   | (477  | )                                 |  |   | (489                              | ) |  |                                              | (215  | ) |                                       |   | (48   | )
|Gain/(loss) on derivative instruments                                                    |  |   | 32    |                                   |  |   | (5                                | ) |  |                                              | 4     |   |                                       |   | (9    | )
|Loss on early extinguishment of debt                                                     |  |   |      |                                   |  |   | (3                                | ) |  |                                              | (63   | ) |                                       |   |      |  
|Foreign currency exchange transaction (loss)/gain, net                                   |  |   | (81   | )                                 |  |   | (32                               | ) |  |                                              | (29   | ) |                                       |   | (3    | )
|Equity in net income/(loss) of affiliates                                                |  |   | 1     |                                   |  |   | 5                                 |   |  |                                              | (1    | ) |                                       |   | 6     |  
|Other (expense)/income, net                                                              |  |   | (2    | )                                 |  |   | 14                                |   |  |                                              |      |   |                                       |   | 14    |  
|                                                                                         |  |   |       |                                   |  |   |                                   |   |  |                                              |       |   |                                       |   |       |   |  | 
|(Loss)/income from continuing operations before income taxes and minority interests      |  |   | (271  | )                                 |  |   | (304                              | ) |  |                                              | (215  | ) |                                       |   | 25    |  
|Benefit/(provision) for income taxes                                                     |  |   | 32    |                                   |  |   | 78                                |   |  |                                              | 76    |   |                                       |   | (39   | )
|Minority interests                                                                       |  |   | 2     |                                   |  |   |                                  |   |  |                                              |      |   |                                       |   |      |  
|                                                                                         |  |   |       |                                   |  |   |                                   |   |  |                                              |       |   |                                       |   |       |   |  | 
|Loss from continuing operations                                                          |  | $ | (237  | )                                 |  | $ | (226                              | ) |  | $                                            | (139  | ) |                                       | $ | (14   | )
|                                                                                         |  |   |       |                                   |  |   |                                   |   |  |                                              |       |   |                                       |   |       |   |  | 

---

|(1) | The unaudited pro forma presentation for the nine months ended September 30, 2006 reflects the Predecessor period from January 1, 2006 to May 23, 2006 preceding the
Valcon Acquisition adjusted to reflect the pro forma effect of the Valcon Acquisition and its related financing as if it had occurred on January 1, 2006 and the Successor period from May 24, 2006 to September 30, 2006. Pro forma
adjustments include: increased interest expense/income, net ($231 million), reversal of transaction costs directly related to the Valcon Acquisition ($95 million), fees associated with extinguishment of bridge financing ($60 million) increased
amortization related to the purchase price allocation ($44 million), decreased selling, general and administrative expenses ($6 million) consisting of decreased pension costs related to the Valcon Acquisition ($10 million) and increased sponsor fees
($4 million), and the related income tax effects.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The pro forma basis amounts for the nine months ended September 30,
2006 are compared to the nine months ended September 30, 2007 on a reported basis.



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The following table sets forth, for the periods indicated, certain supplemental revenue data:



|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|------------------------------------- |  | --------------------------------- | ----- | - | --------------------------------- | - | ----- | ------------------------------------------- |  | - | -------------------------------------- | - |  | - | ----- | -
|                                      |  | Successor                         |       |   | Pro Forma                         |   |       | Successor                                   |  |   | Predecessor                            |  
|(IN MILLIONS)                         |  | Nine monthsendedSeptember 30,2007 |       |   | Nine monthsendedSeptember 30,2006 |   |       | Period fromMay 24, 2006 toSeptember 30,2006 |  |   | Period fromJan. 1, 2006 toMay 23, 2006 |  
|                                      |  | (Unaudited)                       |       |   | (Unaudited)                       |   |       | (Unaudited)                                 |  |   |                                        |  
|Revenues by segment                   |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Consumer Services                     |  | $                                 | 1,976 |   |                                   | $ | 1,707 |                                             |  | $ | 802                                    |   |  | $ | 905   |  
|Media                                 |  |                                   | 1,067 |   |                                   |   | 984   |                                             |  |   | 477                                    |   |  |   | 507   |  
|Business Media                        |  |                                   | 389   |   |                                   |   | 401   |                                             |  |   | 185                                    |   |  |   | 216   |  
|Corporate                             |  |                                   | (3    | ) |                                   |   | (3    | )                                           |  |   | (1                                     | ) |  |   | (2    | )
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Total                                 |  | $                                 | 3,429 |   |                                   | $ | 3,089 |                                             |  | $ | 1,463                                  |   |  | $ | 1,626 |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Consumer Services revenues by service |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Retail Measurement Services           |  | $                                 | 1,296 |   |                                   | $ | 1,180 |                                             |  | $ | 576                                    |   |  | $ | 604   |  
|Consumer Panel Services               |  |                                   | 156   |   |                                   |   | 144   |                                             |  |   | 71                                     |   |  |   | 73    |  
|Customized Research Services          |  |                                   | 197   |   |                                   |   | 177   |                                             |  |   | 88                                     |   |  |   | 89    |  
|Other Services                        |  |                                   | 327   |   |                                   |   | 280   |                                             |  |   | 141                                    |   |  |   | 139   |  
|Deferred Revenue Adj.                 |  |                                   |      |   |                                   |   | (74   | )                                           |  |   | (74                                    | ) |  |   |      |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Total                                 |  | $                                 | 1,976 |   |                                   | $ | 1,707 |                                             |  | $ | 802                                    |   |  | $ | 905   |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Media revenues by division            |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Media                                 |  | $                                 | 876   |   |                                   | $ | 812   |                                             |  | $ | 392                                    |   |  | $ | 420   |  
|Entertainment                         |  |                                   | 120   |   |                                   |   | 113   |                                             |  |   | 55                                     |   |  |   | 58    |  
|Internet Measurement                  |  |                                   | 71    |   |                                   |   | 59    |                                             |  |   | 30                                     |   |  |   | 29    |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Total                                 |  | $                                 | 1,067 |   |                                   | $ | 984   |                                             |  | $ | 477                                    |   |  | $ | 507   |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Revenues by geography                 |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|United States                         |  | $                                 | 1,941 |   |                                   | $ | 1,813 |                                             |  | $ | 851                                    |   |  | $ | 962   |  
|Other Americas                        |  |                                   | 320   |   |                                   |   | 285   |                                             |  |   | 140                                    |   |  |   | 145   |  
|The Netherlands                       |  |                                   | 27    |   |                                   |   | 25    |                                             |  |   | 13                                     |   |  |   | 12    |  
|Other Europe, Middle East & Africa    |  |                                   | 826   |   |                                   |   | 686   |                                             |  |   | 322                                    |   |  |   | 364   |  
|Asia Pacific                          |  |                                   | 315   |   |                                   |   | 280   |                                             |  |   | 137                                    |   |  |   | 143   |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  
|Total                                 |  | $                                 | 3,429 |   |                                   | $ | 3,089 |                                             |  | $ | 1,463                                  |   |  | $ | 1,626 |  
|                                      |  |                                   |       |   |                                   |   |       |                                             |  |   |                                        |   |  |   |       |  



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|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|------------------------------------- |  | --------------------------------- | - |  | --------------------------------- | -- |  | -------------------------------------------- | -- |  | -------------------------------------- | -
|                                      |  | Successor                         |   |  | Pro Forma                         |    |  | Successor                                    |    |  | Predecessor                            |  
|(% of Revenue)                        |  | Nine monthsendedSeptember 30,2007 |   |  | Nine monthsendedSeptember 30,2006 |    |  | Period fromMay 24, 2006 to September 30,2006 |    |  | Period fromJan. 1, 2006 toMay 23, 2006 |  
|                                      |  | (Unaudited)                       |   |  | (Unaudited)                       |    |  | (Unaudited)                                  |    |  |                                        |  
|Revenues by segment                   |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Consumer Services                     |  | 58                                | % |  | 55                                | %  |  | 55                                           | %  |  | 56                                     | %
|Media                                 |  | 31                                | % |  | 32                                | %  |  | 32                                           | %  |  | 31                                     | %
|Business Media                        |  | 11                                | % |  | 13                                | %  |  | 13                                           | %  |  | 13                                     | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Total                                 |  | 100                               | % |  | 100                               | %  |  | 100                                          | %  |  | 100                                    | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Consumer Services revenues by service |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Retail Measurement Services           |  | 38                                | % |  | 38                                | %  |  | 39                                           | %  |  | 37                                     | %
|Consumer Panel Services               |  | 4                                 | % |  | 5                                 | %  |  | 5                                            | %  |  | 5                                      | %
|Customized Research Services          |  | 6                                 | % |  | 6                                 | %  |  | 6                                            | %  |  | 5                                      | %
|Other Services                        |  | 10                                | % |  | 9                                 | %  |  | 10                                           | %  |  | 9                                      | %
|Deferred Revenue Adj.                 |  |                                  |   |  | (3                                | )% |  | (5                                           | )% |  |                                       |  
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Total                                 |  | 58                                | % |  | 55                                | %  |  | 55                                           | %  |  | 56                                     | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Media revenues by division            |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Media                                 |  | 26                                | % |  | 26                                | %  |  | 27                                           | %  |  | 26                                     | %
|Entertainment                         |  | 3                                 | % |  | 4                                 | %  |  | 4                                            | %  |  | 3                                      | %
|Internet Measurement                  |  | 2                                 | % |  | 2                                 | %  |  | 1                                            | %  |  | 2                                      | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Total                                 |  | 31                                | % |  | 32                                | %  |  | 32                                           | %  |  | 31                                     | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Business Media                        |  | 11                                | % |  | 13                                | %  |  | 13                                           | %  |  | 13                                     | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Revenues by geography                 |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|United States                         |  | 57                                | % |  | 59                                | %  |  | 58                                           | %  |  | 59                                     | %
|Other Americas                        |  | 9                                 | % |  | 9                                 | %  |  | 10                                           | %  |  | 9                                      | %
|The Netherlands                       |  | 1                                 | % |  | 1                                 | %  |  | 1                                            | %  |  | 1                                      | %
|Other Europe, Middle East & Africa    |  | 24                                | % |  | 22                                | %  |  | 22                                           | %  |  | 22                                     | %
|Asia Pacific                          |  | 9                                 | % |  | 9                                 | %  |  | 9                                            | %  |  | 9                                      | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  
|Total                                 |  | 100                               | % |  | 100                               | %  |  | 100                                          | %  |  | 100                                    | %
|                                      |  |                                   |   |  |                                   |    |  |                                              |    |  |                                        |  



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The following table sets forth certain supplemental revenue growth data, both on an as reported and
constant currency basis. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative impacts of foreign exchange. The 2006 deferred revenue adjustment referred to below
resulted from the Valcon Acquisition purchase price allocation for the estimated fair value of deferred revenue. All percentages are calculated using actual amounts. The percentage changes were determined by the Company for the nine months ended
September 30, 2007 versus the pro forma nine months ended September 30, 2006.



|                                  |  |                                                                      |  |  |  |                                 |  |  |  |                                
|--------------------------------- |  | -------------------------------------------------------------------- |  |  |  | ------------------------------- |  |  |  | -------------------------------
|                                  |  | Unaudited Revenue Growth for the nine months endedSeptember 30, 2007
|                                  |  | Revenue forNine
MonthsEndedSeptember 30,2007                         |  |  |  | Less: DeferredRevenueAdjustment |  |  |  | UnauditedPro Forma TotalRevenue
|Revenue growth, as reported       |  |                                                                      |  |  |  |                                 |  |  |  |                                
|Consumer Services                 |  | 15.7%                                                                |  |  |  | (4.7)%                          |  |  |  | 11.0%                          
|Media                             |  | 8.4%                                                                 |  |  |  |                                |  |  |  | 8.4%                           
|Business Media                    |  | (3.0)%                                                               |  |  |  |                                |  |  |  | (3.0)%                         
|Total                             |  | 11.0%                                                                |  |  |  | (2.6)%                          |  |  |  | 8.4%                           
|                                  |  |                                                                      |  |  | 
|Revenue growth, constant currency |  |                                                                      |  |  |  |                                 |  |  |  |                                
|Consumer Services                 |  | 11.0%                                                                |  |  |  | (4.6)%                          |  |  |  | 6.4%                           
|Media                             |  | 7.4%                                                                 |  |  |  |                                |  |  |  | 7.4%                           
|Business Media                    |  | (3.4)%                                                               |  |  |  |                                |  |  |  | (3.4)%                         
|Total                             |  | 8.1%                                                                 |  |  |  | (2.6)%                          |  |  |  | 5.5%                           

Nine months ended September 30, 2007 compared to the pro forma nine months ended September 30, 2006

When comparing Nielsens results for the nine months ended September 30, 2007 with pro forma results for the nine months
ended September 30, 2006, the following should be noted:

Items affecting Operating Income for the nine months ended September 30, 2007



| |  |  | For the nine months ended September 30, 2007, foreign currency exchange rate fluctuations increased revenue growth by 3% and decreased pro forma operating
income growth by 3%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen incurred $134 million of restructuring expense.
| | - |  | -------------------------------------------------------



| |  |  | Nielsen incurred approximately $16 million in payments in connection with compensation agreements and recruiting expenses for certain corporate executives.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen//NetRatings incurred $7 million of deal related costs.
| | - |  | --------------------------------------------------------------



| |  |  | Nielsen incurred a $5 million operating loss related to Telephias results (including a $7 million deferred revenue purchase price adjustment).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

Items affecting Operating Income for the pro forma nine months ended September 30, 2006



| |  |  | Nielsen recorded a purchase price adjustment to deferred revenue related to the Valcon Acquisition that reduced Consumer Services revenue by $74 million.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Nielsen incurred approximately $43 million in payments in connection with compensation agreements and recruiting expenses for certain corporate executives.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen incurred $8 million of restructuring expense.
| | - |  | -----------------------------------------------------

Revenues

Nielsen Consolidated. Nielsen revenues increased 11.0% to $3,429 million for the nine months ended
September 30, 2007 versus $1,463 million for the Successor period from May 24, 2006 to September 30, 2006, and $1,626 million for the Predecessor period from January 1, 2006 to May 23, 2006. When assessing our financial
results, we focus on growth in revenue excluding the effect of the deferred revenue adjustment from the Valcon Acquisition. Excluding the deferred revenue adjustment of $74 million in 2006 related to the Valcon Acquisition (for Consumer Services),
and the favorable impact of foreign exchange related to the depreciation of the U.S. Dollar versus the Euro and other currencies, Nielsens constant currency revenues increased 5.5%. Constant currency revenues (excluding the deferred
revenue adjustment) increased 6.4% at Consumer Services and 7.4% at Media, while Business Media experienced a decrease of 3.4% primarily reflecting a shift of Exposition events into October, 2007 and the sale of certain publications in 2006.

Consumer Services. Revenues for the nine months ended September 30, 2007 were $1,976 million, versus $802 million for the
Successor period from May 24, 2006 to September 30, 2006 and $905 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the favorable impact of foreign exchange and the $74 million deferred revenue
adjustment in 2006, constant currency revenues increased by 6.4%. The increase in constant currency revenue is primarily attributable to 4.5% growth in Retail Measurement Services due primarily to growth across all regions except the U.S. which was
impacted by price compression. In addition, Other Services constant currency revenues increased by 15.6% predominantly due to growth in Analytical, BASES and Claritas revenues.

Media.Revenues for Media increased 8.4% to $1,067 million for the nine months ended September 30, 2007 versus $477 million for the Successor
period from May 24, 2006 to September 30, 2006 and $507 million for the Predecessor period from January 1 to May 23, 2006. Excluding the favorable impact of foreign exchange on revenues, constant currency revenues increased 7.4%.
The constant currency revenue growth is primarily attributable to a 6.5% increase in the Media division (Nielsen Media Research U.S. and International), and a 21.0% increase in Internet Measurement revenue driven by growth in both the U.S. and
international markets. The Media divisions constant currency increase was primarily attributable to NMR U.S.s growth of 8.0% due to continued demand for Nielsen Media Researchs television audience measurement services, new business
and price increases, the continued National People Meter (NPM) and the Local People Meter (LPM) expansion and cable network upgrades.

Business Media.Revenues for the nine months ended September 30, 2007 were $389 million versus $185 million for the Successor period from May 24, 2006 to September 30, 2006 and $216 million for the Predecessor period
from January 1, 2006 to May 23, 2006. On a constant currency basis, revenues decreased 3.4% due to continued softness in advertising revenues and the shift of two trade shows from September to October ($13 million revenue shift), and the
sale



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of certain publications in 2006 ($8 million revenue impact). Adjusting for these items, constant currency revenues increased by $7 million or 1.9% as
Exposition performance offset Publications advertising softness.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues was $1,558 million for the nine months ended September 30, 2007 versus $686 million for the Successor period from May 24, 2006
to September 30, 2006, and $787 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the unfavorable impact of foreign exchange, cost of revenues increased by 2.5%. Constant currency cost of revenues
increased due to an increase of 9.4% at Media, and a 1.0% increase at Consumer Services, partly offset by a 8.9% decrease at Business Media.

Medias constant currency cost of revenues increase resulted primarily from the continued expansion of NPM and LPM in the U.S., and a revenue driven increase at Internet Measurement. The increase in constant currency cost of revenues
at Consumer Services was due to higher revenue growth, particularly in Latin America, Emerging Markets, Asia Pacific, and Advisory Services, partly offset by strong cost and headcount controls, particularly in the U.S. and Europe. Business
Medias constant currency cost of revenues decrease resulted from a shift in revenues as stated above, the sale of certain publications in 2006 and cost savings initiatives in circulation, manufacturing and distribution and headcount
reductions.

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

Selling, general and administrative expenses were $1,170 million for the nine months ended September 30, 2007 versus $549 million for the Successor
period from May 24, 2006 to September 30, 2006 and $554 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, selling, general and administrative expense increased 3.4% for the nine months
ended September 30, 2007 in constant currency. The increase in constant currency selling, general administrative expenses was primarily attributable to continued investment for top-line growth in developing markets within Consumer, spending on
corporate initiatives, increased share option expense (inclusive of the acceleration and settlement of Nielsen//NetRatings options), Nielsen//NetRatings deal costs, and incremental Telephia costs, partially offset by lower payments in
connection with compensation agreements and recruiting expenses for certain corporate executives.

Depreciation and Amortization

Depreciation and amortization was $334 million for the nine months ended September 30, 2007 versus depreciation and amortization for the pro forma
nine months ended September 30, 2006 of $315 million, an increase of 5.9%. Excluding the unfavorable impact of foreign exchange, depreciation and amortization expense increased $12 million, or 3.8% when compared with the pro forma nine months
ended September 30, 2006.

Transaction Costs

On March 8, 2006, Nielsen and Valcon announced a tender offer to acquire shares of Nielsen. Nielsen also agreed to reimburse Valcon's transaction expenses up to $36 million if the transaction



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was terminated. In November 2005, in connection with the termination of our planned merger with IMS Health, Nielsen agreed to pay $45 million to
IMS Health should Nielsen be acquired within twelve months following the termination. On May 24, 2006, due to the consummation of the transaction by Valcon, we made the $45 million payment to IMS. In total, during the Predecessor period
from January 1, 2006 to May 23, 2006, we recorded $95 million in transaction expenses, which are excluded from the pro forma statement of operations.

Restructuring Costs

As discussed in Note 6 to our condensed consolidated financial statements,
Restructuring Activities, during 2007 and 2006, we initiated restructuring plans that resulted in the involuntary termination of certain employees and incurred related consulting expense for performance improvement initiatives. These
initiatives are expected to be fully implemented by the end of 2008. For the nine months ended September 30, 2007, Nielsen incurred $101 million in severance costs, $28 million in consulting fees and other related costs and $5 million in asset
write-offs, for a total of $134 million in restructuring expense related to the reduction of headcount and the review of corporate functions and outsourcing opportunities. Charges for consulting relate to performance improvement initiatives which
are expensed as incurred. For the nine months ended September 30, 2006, Nielsen incurred $6 million in consulting fees and other related costs and $2 million in severance, for a total of $8 million in restructuring expense. All severance and
consulting fees have been or will be settled in cash.

On October 18, 2007 the Company announced it had reached an agreement in
principle for outsourcing a portion of its Information Technology (IT) and Operations functions worldwide. Nielsen and Tata Consulting Services (TCS) are in negotiations on a definitive agreement which we expect to execute in
the near future. Under the proposed ten-year agreement, valued at approximately $1 billion, TCS will assume responsibility for important IT and Operational processes and help Nielsen integrate and centralize multiple systems, technologies and
processes on a global scale. TCS also will assume responsibility for certain Finance and Human Resources business processes, which will be executed on new business process outsourced platforms built by TCS.

Operating Income

Operating income for the
nine months ended September 30, 2007 was $233 million, versus $82 million for the Successor period from May 24, 2006 to September 30, 2006, and $57 million of income for the Predecessor period from January 1, 2006 to May 23,
2006. On a pro forma basis, constant currency operating income increased 21.9%. On a pro forma basis, as a result of restructuring expense ($134 million in 2007, $8 million in 2006), the impact of deferred revenue ($74 million in 2006), payments in
connection with compensation agreements and recruiting expense for certain corporate executives ($16 million in 2007, $43 million in 2006), Nielsen//NetRatings deal related costs ($7 million in 2007) and the impact of Telephias results (a $5
million loss in 2007 including the $7 million deferred revenue purchase price adjustment), Nielsens constant currency operating income for the nine months ended September 30, 2007 increased 23.4% versus the comparable pro forma period in
the prior year.



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Interest Income and Expense

Interest income was $23 million for the nine months ended September 30, 2007 versus $7 million for the Successor period from May 24, 2006 to September 30, 2006, and $8 million for the Predecessor period
from January 1, 2006 to May 23, 2006, and, on a pro forma basis, $10 million for the nine months ended September 30, 2006. Interest expense was $477 million for the nine months ended September 30, 2007 versus $215 million for the
Successor period from May 24, 2006 to September 30, 2006 and $48 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, interest expense was $489 million for the nine months ended
September 30, 2006. The decrease in interest expense was primarily due to lower actual balances of the Euro denominated term loan that was partially repaid with the proceeds of the sale from BME. See Liquidity and Capital Resources
below.

Gain/(Loss) on Derivative Instruments

The gain on derivative instruments was $32 million for the nine months ended September 30, 2007 versus a loss of $5 million for the pro forma nine months ended September 30, 2006. The change resulted primarily from currency
movements in the current and prior period.

Loss on Early Extinguishment of Debt

There was no loss on early extinguishment of debt for the nine months ended September 30, 2007 versus a loss of $63 million in the Successor
period from May 24, 2006 to September 30, 2006. The loss resulted from the write-off of deferred financing costs related to the repayment of the senior secured bridge facility by Valcon (entered into to complete the Valcon Acquisition and
subsequently repaid in August, 2006) and the debt refinancing in August, 2006 that replaced the senior secured bridge facility. The pro forma amount reflects the reversal of the $60 million related to fees associated with the repayment of the bridge
facility.

Foreign Currency Exchange Transaction (Loss)/Gain, net

Foreign currency exchange transaction (loss)/gain, net represents the gain or loss on revaluation of intercompany loans and external debt. Fluctuations in
the value of foreign currencies relative to the U.S. Dollar have a significant effect on Nielsens operating results, particularly the Euro. The average U.S. Dollar to Euro exchange rate was $1.34 to 1.00 and $1.23 to 1.00
for the nine months ended September 30, 2007 and the pro forma nine months ended September 30, 2006, respectively.

Foreign currency exchange resulted in an $81 million loss for the nine months ended September 30, 2007 versus a $32 million loss for the pro forma nine months ended September 30, 2006 as a result of the U.S. Dollars
depreciation against the Euro and other currencies.



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Equity in Net Income of Affiliates

Equity in net income of affiliates was $1 million of income for the nine months ended September 30, 2007 versus $5 million of income for the pro forma nine months ended September 30, 2006.

Other (Expense)/Income, net

Other expense for
the nine months ended September 30, 2007 was $2 million versus income of $14 million for the Predecessor period from January 1, 2006 to May 24, 2006. There was no income or loss for the Successor period from May 24 to
December 30, 2006.

(Loss)/Income from Continuing Operations before Income Taxes and Minority Interests

For the nine months ended September 30, 2007, there was a $271 million loss from continuing operations before income taxes and minority interest
versus a $215 million loss for the Successor period from May 24, 2006 to September 30, 2006 and $25 million income for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, there was a $304 million
loss for the nine months ended September 30, 2006. The current period compared with the pro forma results primarily reflect improved operating performance, offset by increased foreign currency exchange losses, restructuring expenses related to
the Transformation Initiative, increased share option expense, and payments in connection with compensation arrangements and recruiting expenses for certain corporate executives.

Benefit/(Provision) for Income Taxes

Nielsen operates in more than 100 countries around the world
and its earnings are taxed at the applicable income tax rate in each of these countries.

The effective tax rate for the nine months ended
September 30, 2007 was 11.8% (benefit), which is lower than the Dutch statutory rate as a result of the valuation allowance on foreign tax credits.

The effective tax rate for the Predecessor period ended May 23, 2006 was higher than the statutory rate primarily due to the low tax benefit on the transaction costs related to the Valcon Acquisition. The
effective tax rate for the Successor period from May 24, 2006 to September 30, 2006 was lower than the statutory rate primarily due to the low tax benefit accrued on the interest expense on the senior secured bridge facility.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on
January 1, 2007. As a result of the adoption of FIN 48, the Company recognized a decrease of $5 million in the liability for unrecognized tax benefits, which was accounted for as a decrease to the January 1, 2007 balance of goodwill. Due
to the Valcon Acquisition on May 24, 2006, the decrease in tax benefits will be accounted for as a change to goodwill since the tax benefits relate to periods prior to the Valcon Acquisition. As of the date of adoption, the Companys
unrecognized tax benefits totaled $119 million. Included in these unrecognized tax benefits are approximately $26 million of uncertain tax positions. Due to the Valcon Acquisition, most of the tax benefits will not affect the annual effective income
tax



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rate since the unrecognized tax benefits, if recognized, relate to tax matters originating prior to the Valcon Acquisition. There have been no material
changes in the amount of unrecognized tax benefits since adoption of FIN 48.

Estimated interest related to the underpayment of income
taxes is classified as a component of tax expense in the condensed consolidated statement of operations. At January 1, 2007, the Company accrued $8 million for the potential payment of interest. During the nine months ended September 30,
2007, the Company accrued an additional $8 million in potential interest associated with uncertain tax positions. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reflected as a reduction of the
overall income tax provision or goodwill depending on whether the interest was accrued prior to, or subsequent to, the Valcon Acquisition.

The Company files numerous consolidated and separate U.S. federal income tax returns and combined and separate returns in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal income tax
examinations for 2002 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 1997 through 2005.

The U.S. Internal Revenue Service commenced examinations of certain of the Companys U.S. federal income tax returns for 2004 in the third quarter
of 2006. The Company is also under corporate examination in the Netherlands for the years 2002-2004. In addition, the Company is waiting for clearance from taxing authorities on certain elections made in connection with the Valcon Acquisition.
Unrecognized tax benefits associated with the years currently under examination are $30 million as of January 1, 2007. Based on the outcome of these examinations, or as a result of the expiration of statutes of limitations in specific
jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns will materially change from those recorded as liabilities for uncertain tax positions at January 1,
2007. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. The Company anticipates that several of these audits may be finalized in the foreseeable
future; however, Nielsen does not believe that the outcome of any examination will have a material impact on its statement of operations. There have been no significant changes to the status of these examinations during the nine months ended
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Results of Operations  Successor (three months ended September 30, 2007), Pro Forma (three
months ended September 30, 2006), and Successor (three months ended September 30, 2006).

The following table sets forth, for
the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations and unaudited pro forma results for the three months ended September 30, 2006:



|                                                                                         |  |   |       |                                     |  |   |                                    |   |  |                                     |       |   |  | 
|---------------------------------------------------------------------------------------- |  | - | ----- | ----------------------------------- |  | - | ---------------------------------- | - |  | ----------------------------------- | ----- | - |  | 
|                                                                                         |  |   |       | Successor                           |  |   | Pro Forma(1)                       |   |  | Successor                           |      
|(IN MILLIONS)                                                                            |  |   |       | Three monthsended September 30,2007 |  |   | Three monthsendedSeptember 30,2006 |   |  | Three monthsended September 30,2006 |      
|                                                                                         |  |   |       | (Unaudited)                         |  |   | (Unaudited)                        |   |  | (Unaudited)                         |      
|Revenues                                                                                 |  | $ | 1,188 |                                     |  | $ | 1,070                              |   |  | $                                   | 1,070 |  
|Costs of revenues, exclusive of depreciation and amortization                            |  |   | 536   |                                     |  |   | 491                                |   |  |                                     | 491   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization |  |   | 385   |                                     |  |   | 383                                |   |  |                                     | 384   |  
|Depreciation and amortization                                                            |  |   | 111   |                                     |  |   | 105                                |   |  |                                     | 102   |  
|Restructuring costs                                                                      |  |   | 79    |                                     |  |   | 1                                  |   |  |                                     | 1     |  
|                                                                                         |  |   |       |                                     |  |   |                                    |   |  |                                     |       |   |  | 
|Operating income                                                                         |  |   | 77    |                                     |  |   | 90                                 |   |  |                                     | 92    |  
|                                                                                         |  |   |       |                                     |  |   |                                    |   |  |                                     |       |   |  | 
|Interest income                                                                          |  |   | 7     |                                     |  |   | 3                                  |   |  |                                     | 5     |  
|Interest expense                                                                         |  |   | (164  | )                                   |  |   | (166                               | ) |  |                                     | (159  | )
|Gain on derivative instruments                                                           |  |   | 19    |                                     |  |   | 6                                  |   |  |                                     | 6     |  
|Loss on early extinguishment of debt                                                     |  |   |      |                                     |  |   | (3                                 | ) |  |                                     | (63   | )
|Foreign currency exchange transaction (loss)/gain, net                                   |  |   | (47   | )                                   |  |   | (82                                | ) |  |                                     | (82   | )
|Equity in net loss of affiliates                                                         |  |   | (5    | )                                   |  |   | (4                                 | ) |  |                                     | (4    | )
|Other expense, net                                                                       |  |   |      |                                     |  |   | 2                                  |   |  |                                     | 2     |  
|                                                                                         |  |   |       |                                     |  |   |                                    |   |  |                                     |       |   |  | 
|Loss from continuing operations before income taxes and minority interests               |  |   | (113  | )                                   |  |   | (154                               | ) |  |                                     | (203  | )
|Benefit for income taxes                                                                 |  |   | 12    |                                     |  |   | 85                                 |   |  |                                     | 103   |  
|Minority interests                                                                       |  |   |      |                                     |  |   |                                   |   |  |                                     |      |  
|                                                                                         |  |   |       |                                     |  |   |                                    |   |  |                                     |       |   |  | 
|Loss from continuing operations                                                          |  | $ | (101  | )                                   |  | $ | (69                                | ) |  | $                                   | (100  | )
|                                                                                         |  |   |       |                                     |  |   |                                    |   |  |                                     |       |   |  | 

---

|(1) | The unaudited pro forma presentation for the three months ended September 30, 2006 reflects the period following the Valcon Acquisition adjusted to reflect the pro forma effect
of the Valcon Acquisition and its related financing as if it had occurred on January 1, 2006. Pro forma adjustments include: fees associated with extinguishment of bridge financing ($60 million), increased interest expense/income, net ($9
million), increased amortization related to purchase price allocation ($3 million), decreased selling, general and administrative expenses ($1 million) consisting of decreased pension costs related to the Valcon Acquisition, and the related income
tax effects.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The pro forma basis amounts for the three months ended September 30, 2006 are compared to the three months ended
September 30, 2007 on a reported basis.



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The following table sets forth, for the periods indicated, certain supplemental revenue data:



|                                      |  |                                     |       |   |                                    |   |       |  
|------------------------------------- |  | ----------------------------------- | ----- | - | ---------------------------------- | - | ----- | -
|                                      |  | Successor                           |       |   | Successor                          |  
|(IN MILLIONS)                         |  | Three monthsended September 30,2007 |       |   | Three monthsendedSeptember 30,2006 |  
|                                      |  | (Unaudited)                         |       |   | (Unaudited)                        |  
|Revenues by segment                   |  |                                     |       |   |                                    |   |       |  
|Consumer Services                     |  | $                                   | 690   |   |                                    | $ | 597   |  
|Media                                 |  |                                     | 372   |   |                                    |   | 336   |  
|Business Media                        |  |                                     | 128   |   |                                    |   | 138   |  
|Corporate                             |  |                                     | (2    | ) |                                    |   | (1    | )
|                                      |  |                                     |       |   |                                    |   |       |  
|Total                                 |  | $                                   | 1,188 |   |                                    | $ | 1,070 |  
|                                      |  |                                     |       |   |                                    |   |       |  
|Consumer Services revenues by service |  |                                     |       |   |                                    |   |       |  
|Retail Measurement Services           |  | $                                   | 448   |   |                                    | $ | 405   |  
|Consumer Panel Services               |  |                                     | 51    |   |                                    |   | 44    |  
|Customized Research Services          |  |                                     | 72    |   |                                    |   | 61    |  
|Other Services                        |  |                                     | 119   |   |                                    |   | 98    |  
|Deferred Revenue Adj.                 |  |                                     |      |   |                                    |   | (11   | )
|                                      |  |                                     |       |   |                                    |   |       |  
|Total                                 |  | $                                   | 690   |   |                                    | $ | 597   |  
|                                      |  |                                     |       |   |                                    |   |       |  
|Media revenues by division            |  |                                     |       |   |                                    |   |       |  
|Media                                 |  | $                                   | 306   |   |                                    | $ | 277   |  
|Entertainment                         |  |                                     | 40    |   |                                    |   | 39    |  
|Internet Measurement                  |  |                                     | 26    |   |                                    |   | 20    |  
|                                      |  |                                     |       |   |                                    |   |       |  
|Total                                 |  | $                                   | 372   |   |                                    | $ | 336   |  
|                                      |  |                                     |       |   |                                    |   |       |  
|Revenues by geography                 |  |                                     |       |   |                                    |   |       |  
|United States                         |  | $                                   | 660   |   |                                    | $ | 625   |  
|Other Americas                        |  |                                     | 113   |   |                                    |   | 97    |  
|The Netherlands                       |  |                                     | 9     |   |                                    |   | 9     |  
|Other Europe, Middle East & Africa    |  |                                     | 291   |   |                                    |   | 242   |  
|Asia Pacific                          |  |                                     | 115   |   |                                    |   | 97    |  
|                                      |  |                                     |       |   |                                    |   |       |  
|Total                                 |  | $                                   | 1,188 |   |                                    | $ | 1,070 |  
|                                      |  |                                     |       |   |                                    |   |       |  



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The Nielsen Company B.V.



|                                      |  |                                     |   |  |                                    |   
|------------------------------------- |  | ----------------------------------- | - |  | ---------------------------------- | --
|                                      |  | Successor                           |   |  | Successor                          |   
|(% of Revenue)                        |  | Three monthsended September 30,2007 |   |  | Three monthsendedSeptember 30,2006 |   
|                                      |  | (Unaudited)                         |   |  | (Unaudited)                        |   
|Revenues by segment                   |  |                                     |   |  |                                    |   
|Consumer Services                     |  | 58                                  | % |  | 56                                 | % 
|Media                                 |  | 31                                  | % |  | 31                                 | % 
|Business Media                        |  | 11                                  | % |  | 13                                 | % 
|                                      |  |                                     |   |  |                                    |   
|Total                                 |  | 100                                 | % |  | 100                                | % 
|                                      |  |                                     |   |  |                                    |   
|Consumer Services revenues by service |  |                                     |   |  |                                    |   
|Retail Measurement Services           |  | 38                                  | % |  | 38                                 | % 
|Consumer Panel Services               |  | 4                                   | % |  | 4                                  | % 
|Customized Research Services          |  | 6                                   | % |  | 6                                  | % 
|Other Services                        |  | 10                                  | % |  | 9                                  | % 
|Deferred Revenue Adj.                 |  |                                    |   |  | (1                                 | )%
|                                      |  |                                     |   |  |                                    |   
|Total                                 |  | 58                                  | % |  | 56                                 | % 
|                                      |  |                                     |   |  |                                    |   
|Media revenues by division            |  |                                     |   |  |                                    |   
|Media                                 |  | 26                                  | % |  | 26                                 | % 
|Entertainment                         |  | 3                                   | % |  | 3                                  | % 
|Internet Measurement                  |  | 2                                   | % |  | 2                                  | % 
|                                      |  |                                     |   |  |                                    |   
|Total                                 |  | 31                                  | % |  | 31                                 | % 
|                                      |  |                                     |   |  |                                    |   
|Business Media                        |  | 11                                  | % |  | 13                                 | % 
|                                      |  |                                     |   |  |                                    |   
|Revenues by geography                 |  |                                     |   |  |                                    |   
|United States                         |  | 55                                  | % |  | 58                                 | % 
|Other Americas                        |  | 10                                  | % |  | 9                                  | % 
|The Netherlands                       |  | 1                                   | % |  | 1                                  | % 
|Other Europe, Middle East & Africa    |  | 24                                  | % |  | 23                                 | % 
|Asia Pacific                          |  | 10                                  | % |  | 9                                  | % 
|                                      |  |                                     |   |  |                                    |   
|Total                                 |  | 100                                 | % |  | 100                                | % 
|                                      |  |                                     |   |  |                                    |   



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The following table sets forth certain supplemental revenue growth data, both on an as reported and
constant currency basis. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative impacts of foreign exchange. The 2006 deferred revenue adjustment referred to below
resulted from the Valcon Acquisition preliminary purchase price allocation for the estimated fair value of deferred revenue. All percentages are calculated using actual amounts. The percentage changes were determined by the Company for the three
months ended September 30, 2007 versus the pro forma three months ended September 30, 2006.



|                                  |  |                                                                        |  |  |  |                                 |  |  |  |                                
|--------------------------------- |  | ---------------------------------------------------------------------- |  |  |  | ------------------------------- |  |  |  | -------------------------------
|                                  |  | Unaudited Revenue Growth for the three months ended September 30,
2007
|                                  |  | Revenue forThree MonthsEndedSeptember 30,2007                          |  |  |  | Less: DeferredRevenueAdjustment |  |  |  | UnauditedPro Forma TotalRevenue
|Revenue growth, as reported       |  |                                                                        |  |  |  |                                 |  |  |  |                                
|Consumer Services                 |  | 15.6%                                                                  |  |  |  | (2.0)%                          |  |  |  | 13.6%                          
|Media                             |  | 10.6%                                                                  |  |  |  |                                |  |  |  | 10.6%                          
|Business Media                    |  | (7.7)%                                                                 |  |  |  |                                |  |  |  | (7.7)%                         
|Total                             |  | 11.0%                                                                  |  |  |  | (1.1)%                          |  |  |  | 9.9%                           
|                                  |  |                                                                        |  |  | 
|Revenue growth, constant currency |  |                                                                        |  |  |  |                                 |  |  |  |                                
|Consumer Services                 |  | 10.4%                                                                  |  |  |  | (1.8)%                          |  |  |  | 8.6%                           
|Media                             |  | 9.6%                                                                   |  |  |  |                                |  |  |  | 9.6%                           
|Business Media                    |  | (8.2)%                                                                 |  |  |  |                                |  |  |  | (8.2)%                         
|Total                             |  | 7.8%                                                                   |  |  |  | (1.0)%                          |  |  |  | 6.8%                           

Successor period for the three months ended September 30, 2007 compared to the pro forma three months
ended September 30, 2006

When comparing Nielsens results for the three months ended September 30, 2007 with pro forma
results for the Successor period for the three months ended September 30, 2006, the following should be noted:

Items affecting
Operating Income for the three months ended September 30, 2007



| |  |  | For the three months ended September 30, 2007, foreign currency exchange rate fluctuations increased revenue growth by 3% and negatively impacted pro forma
operating income by 1%.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen incurred $79 million of restructuring expense.
| | - |  | ------------------------------------------------------



| |  |  | Nielsen incurred a $5 million operating loss related to Telephias results (including a $7 million deferred revenue purchase price adjustment).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen incurred approximately $2 million in payments in connection with compensation agreements for certain corporate executives.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen//NetRatings incurred $1 million in deal related costs.
| | - |  | --------------------------------------------------------------



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Items affecting Operating Income for the pro forma three months ended September 30,
2006



| |  |  | Nielsen incurred approximately $43 million in payments in connection with compensation agreements and recruiting expenses for certain corporate executives.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen recorded a $11 million purchase price adjustment to deferred revenue resulting from the Valcon Acquisition purchase accounting that reduced Consumers
second quarter revenue.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Nielsen incurred $1 million of restructuring expense.
| | - |  | -----------------------------------------------------

Revenues

Nielsen Consolidated.Nielsen revenues increased 11.0% to $1,188 million for the three months ended
September 30, 2007 versus $1,070 million for the three months ended September 30, 2006. When assessing our financial results, we focus on growth in revenue excluding the effect of the purchase price deferred revenue adjustment from the
Valcon Acquisition. Excluding the deferred revenue adjustment of $11 million in 2006 related to the Valcon Acquisition (for Consumer Services) and the favorable impact of foreign exchange, Nielsen constant currency revenues increased 6.8%. Constant
currency revenue increased 8.6% at Consumer Services, 9.6% at Media and decreased 8.2% at Business Media.

Consumer Services.
Revenues for the three months ended September 30, 2007 were $690 million, versus $597 million for the Successor period for the three months ended September 30, 2006. Excluding the favorable impact of foreign exchange and the $11 million
deferred revenue adjustment, constant currency revenues increased by 8.6%. The increase in constant currency is primarily attributable to 5.1% growth in Retail Measurement Services due primarily to growth in Latin America, Emerging Markets, Asia
Pacific, and Canada, partially offset by price compression in the U.S. In addition, Other Services constant currency revenues increased by 17.3% predominantly due to growth in Analytical, BASES and Claritas revenues.

Media.Revenues for Media increased to $372 million for the three months ended September 30, 2007 versus $336 million for the Successor
period for the three months ended September 30, 2006. Excluding the favorable impact of foreign exchange on revenues, constant currency revenues increased 9.6%. The constant currency increase is primarily attributable to an 8.8% increase in the
Media division, and 22.0% increase in Internet Measurement in both the U.S. and international markets. The Media divisions constant currency increase was primarily attributable to NMR U.S.s growth of 10.2% due to continued demand for
Nielsen Media Researchs television audience measurement services, new business and price increases, the continued NPM and LPM expansion and cable network upgrades.

Business Media.Revenues for the three months ended September 30, 2007 were $128 million versus $138 million for the Successor period for the three months ended September 30, 2006. Excluding the
favorable impact of foreign exchange, Business Media constant currency



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revenues decreased 8.2% due to the shift of two trade shows to the fourth quarter in 2007 versus third quarter in 2006 ($13 million revenue impact), and
discontinued publications sold in 2006 ($3 million revenue impact). Adjusting for these items, constant currency revenues increased 3% as Exposition performance offset Publications advertising softness.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues was $536 million for the three months ended September 30, 2007 versus $491 million for the Successor period for the three months ended September 30, 2006. Excluding the unfavorable impact of foreign exchange, cost
of revenues for the three months decreased versus the prior year. Constant currency cost of revenues increased primarily due to an increase of 15.3% at Media and 3.8% at Consumer Services, partially offset by a decrease of 8.5% at Business Media.

Medias constant currency cost of revenues increase resulted primarily from continued expansion of NPM and LPM in the U.S., the
impact of Telephia costs, and a revenue driven increase at Internet Measurement. The increase in constant currency cost of revenues at Consumer Services was due to higher revenue growth, particularly in Latin America, Emerging Markets, Asia Pacific,
and Advisory Services, especially BASES, partly offset by strong cost and headcount controls, particularly in the U.S. and Europe. Business Medias constant currency cost of revenues decrease resulted from a shift in revenue as stated above,
efficiency initiatives, lower page volumes and headcount reductions.

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

Selling, general and administrative expenses were $385 million for the three months ended September 30, 2007 versus
$383 million for the pro forma three months ended September 30, 2006. Selling, general and administrative expenses for the three months ended September 30, 2007 decreased 3.5% compared with the pro forma three months ended
September 30, 2006 in constant currency. This decrease in constant currency selling, general and administrative expenses primarily reflects lower corporate costs associated with payments in connection with compensation agreements for certain
corporate executives, partly offset by higher stock option expense.

Depreciation and Amortization

Depreciation and amortization was $111 million for the three months ended September 30, 2007 versus depreciation and amortization for the pro forma
three months ended September 30, 2006 of $105 million. Excluding the unfavorable impact of foreign exchange, depreciation and amortization expense for the three months ended September 30, 2007 would have increased $3 million when compared
with the pro forma three months ended September 30, 2006.



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Restructuring Costs

As discussed in Note 6 to our condensed consolidated financial statements, Restructuring Activities, we initiated restructuring plans during 2007 and 2006 that resulted in the involuntary termination of
certain employees and incurred related consulting expense for performance improvement initiatives. These initiatives are expected to be fully implemented by the end of 2008. Nielsen incurred $71 million in severance costs, $3 million in consulting
fees and other related costs and $5 million in asset write-offs, for a total of $79 million in restructuring expense for the three months ended September 30, 2007. For the three months ended September 30, 2006, Nielsen incurred $1 million
in restructuring expense consisting of consulting fees and related costs. All severance and consulting fees have been or will be settled in cash.

Operating Income

Operating income for the three months ended September 30, 2007 was $77 million versus a $92
million income for the Successor period for the three months ended September 30, 2006. Constant currency pro forma operating income decreased 13.6%. Excluding restructuring expense ($79 million in 2007, $1 million in 2006), a deferred revenue
adjustment ($11 million in 2006), payments in connection with compensation arrangements and recruiting expense for certain corporate executives ($2 million in 2007, $43 million in 2006), the impact of Telephias results (a $5 million operating
loss including a $7 million deferred revenue Purchase Price adjustment), and Nielsen//NetRatings deal related costs ($1 million in 2007), Nielsens constant currency operating income for the three months ended September 30, 2007 increased
13.1% versus the comparable pro forma period in the prior year.

Interest Income and Expense

Interest income was $7 million for the three months ended September 30, 2007 and $5 million for the Successor period for the three months ended
September 30, 2006. On a pro forma basis, interest income was $3 million for the period for the three months ended September 30, 2006. Interest expense was $164 million for the three months ended September 30, 2007, and $159 million
for the Successor period for the three months ended September 30, 2006. Interest expense was $166 million for the pro forma three months ended September 30, 2006. The decrease in interest expense was primarily due to lower actual balances
of the Euro denominated term loan that was partially repaid with the proceeds of the sale of BME. See Liquidity and Capital Resources below.

Gain on Derivative Instruments

The gain on derivative instruments was $19 million for the three months ended
September 30, 2007 versus $6 million for the pro forma three months ended September 30, 2006. The change resulted from the influence of currency in both periods.



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Loss on Early Extinguishment of Debt

There was no loss on early extinguishment of debt for the three months ended September 30, 2007 versus a $63 million loss for the three months ended
September 30, 2006. The loss resulted from the write-off of deferred financing costs related to the repayment of the senior secured bridge facility by Valcon (entered into to complete the Valcon Acquisition and subsequently repaid in August,
2006) and the debt refinancing in August 2006 that replaced the senior secured bridge facility. The pro forma amount reflects the reversal of the $60 million related to fees associated with the repayment of the bridge facility.

Foreign Currency Exchange Transaction Gain/(Loss)

Foreign currency exchange transaction gain/(loss) represents the revaluation of intercompany loans and external debt. As a result fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on
Nielsens operating results. The foreign exchange loss is $47 million for the three months ended September 30, 2007 versus $82 million for the pro forma three months ended September 30, 2006. The variance is primarily due to the U.S.
Dollars depreciation against the Euro and other currencies.

The average U.S. Dollar to Euro exchange rate was $1.37 to
1.00 and $1.27 to 1.00 for the three months ended September 30, 2007 and the three month period from July 1, 2006 to September 30, 2006, respectively.

Equity in Net Loss of Affiliates

Equity in net income of affiliates was a $5 million loss in the
three months ended September 30, 2007 versus $4 million loss for the pro forma three months ended September 30, 2006.

Other (Expense)/Income,
net

There was no other expense or income for the three months ended September 30, 2007 and $2 million of income for the
Successor period for the three months ended September 30, 2006.

Loss from Continuing Operations before Income Taxes and Minority Interests

Loss from continuing operations before income taxes and minority interest was $113 million for the three months ended
September 30, 2007 versus a $203 million loss for the Successor period for the three months ended September 30, 2006. The loss was $154 million for the pro forma three months ended September 30, 2006. The pro forma variance primarily
reflects improved operating performance and a decrease in the foreign exchange loss recorded in the Successor period versus the prior year, offset by increased restructuring expenses related to the Transformation Initiative, increased share option
expense, and payments in connection with compensation arrangements and recruiting expenses of certain corporate executives.



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Benefit/(Provision) for Income Taxes

Nielsen operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate in each of these countries.

The effective tax rate for the three months ended September 30, 2007 was 10.6% (benefit), which is lower than the Dutch statutory
rate as a result of the valuation allowance on foreign tax credits.

The effective tax rate for the three months ended September 30,
2006 was higher than the statutory rate primarily due to the low tax benefit accrued on the interest expense on the senior secured bridge facility.

Estimated interest related to the underpayment of income taxes is classified as a component of tax expense in the condensed consolidated statement of operations. During the three months ended September 30, 2007, the Company accrued an
additional $3 million in potential interest associated with uncertain tax positions. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reflected as a reduction of the overall income tax provision
or goodwill depending on whether the interest was accrued prior to, or subsequent to, the Valcon Acquisition.

The Company files numerous
consolidated and separate U.S. federal income tax returns and combined and separate returns in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for 2002 and prior
periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 1997 through 2005.

The U.S. Internal Revenue Service commenced examinations of certain of the Companys U.S. federal income tax returns for 2004 in the third quarter of 2006. The Company is also under corporate examination in the
Netherlands for the years 2002-2004. In addition, the Company is awaiting clearance from taxing authorities on certain elections made in connection with the Valcon Acquisition. Unrecognized tax benefits associated with the years currently under
examination are $30 million as of January 1, 2007. Based on the outcome of these examinations, or as a result of the expiration of statutes of limitations in specific jurisdictions, it is reasonably possible that the related unrecognized
benefits for tax positions taken regarding previously filed tax returns will materially change from those recorded as liabilities for uncertain tax positions at January 1, 2007. In addition, the outcome of these examinations may impact the
valuation of certain deferred tax assets (such as net operating losses) in future periods. The Company anticipates that several of these audits may be finalized in the foreseeable future; however, Nielsen does not believe that the outcome of any
examination will have a material impact on its statement of operations. There have been no significant changes to the status of these examinations during the three months ended September 30, 2007.



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Liquidity and Capital Resources

Overview

Since the Valcon Acquisition and related financing, our contractual obligations,
commitments and debt service requirements over the next several years are significant and are substantially higher than historical amounts. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash.

In addition, depending on prevailing capital market conditions, we may choose from time to time to repurchase all or a portion of the
notes and/or our other debt securities and we may do so by making open market purchases.

We believe we will have available resources to
meet both our short-term and long-term liquidity requirements, including debt service. We expect the cash flow from Nielsens operations, combined with amounts available under our revolving credit facility, to provide sufficient liquidity to
fund our current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next twelve months.

Use
of Proceeds Transactions and other Financing Transactions

We entered into the following transactions in the nine months ended September 30, 2007:



| |  |  | Effective January 19, 2007, Nielsen entered into a cross-currency swap maturing in May, 2010 to hedge its exposure to foreign currency exchange rate movements
on part of its GBP-denominated external debt. With this transaction a notional amount of GBP 225 million with a fixed interest rate of 5.625% has been swapped to a notional amount of 344 million with a fixed interest rate of 4.033%.
The swap has been designated as a foreign currency cash flow hedge.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On February 9, 2007, Nielsen applied $328 million of the BME sale proceeds towards making a mandatory pre-payment on the 800 million senior secured
term loan facility. By making this pre-payment, Nielsen is no longer required to pay the scheduled quarterly installments for the remainder of the term of the senior secured term loan facility.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Effective January 22, 2007, Nielsen obtained a 50 and 25 basis point reduction of the applicable margin on its USD and EUR senior secured term loan facilities.
As of September 30, 2007, this reduction has resulted in estimated interest savings of $16 million.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Effective May 31, 2007, Nielsen obtained a further 25 basis point reduction of the applicable margin on its USD and EUR senior secured term loan facilities as
a result of achieving a secured leverage ratio below 4.25 as of March 31, 2007. At the end of the third quarter, Nielsen exceeded the 4.25 secured leverage (4.3) ratio. This was driven by the Telephia acquisition and weakening of the U.S.
Dollar (impacting our non-dollar denominated debt) and will result in an increase of the applicable margin again by 25 basis points.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | To finance the acquisition of Nielsen//NetRatings, Nielsen borrowed under its $688 million senior secured revolving credit facility.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On August 9, 2007, the Company completed the acquisition of Telephia, Inc. for approximately $453 million. $350 million of the purchase price was borrowed
under the incremental provision of its senior secured term loan facilities and the balance funded through the availability under the Company's senior secured revolving credit facility and cash on hand.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Effective February 9, 2007, Nielsen entered into a cross-currency swap maturing February, 2010 to convert part of its Euro-denominated external debt to
U.S. Dollar-denominated debt. With this transaction a notional amount of 200 million with a 3-month Euribor based interest rate is swapped to a notional amount of $259 million with an interest rate based on 3-month USD-Libor minus a
spread. No hedge designation was made for this swap.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash Flows

We based the following cash flow discussion on the nine months ended September 30, 2007 and the sum of amounts reported for the combined Successor
period from May 24, 2006 to September 30, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation, but is presented in this
manner because we believe it enables a meaningful comparison.

At September 30, 2007, cash and cash equivalents were $340 million, a
decrease of $291 million from December 31, 2006. Our total indebtedness was $8.3 billion and we had $563 million available for borrowing under our senior secured revolving credit facility at September 30, 2007.

Operating activities. Net cash provided was $47 million for the nine months ended September 30, 2007 and $300 million was provided in the
combined Successor period from May 24, 2006 to September 30, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. The primary changes in activity in 2007 were higher interest and tax payments of $314 million,
increased restructuring payments of $59 million, and the collection timing on trade and other receivables, partially offset by the 2006 Information Resources, Inc. (IRI) payments ($55 million) and deal related costs.

Investing activities. Net cash used was $494 million for the nine months ended September 30, 2007 and $203 million was used in the combined
Successor period from May 24, 2006 to September 30, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. The increase in net cash used is primarily due to a $751 million increase in cash paid for acquisitions in
2007, offset by $380 million in higher proceeds from the sale of subsidiary assets and $126 million in net receipts from sales/maturities of marketable securities.

Financing activities. Net cash provided was $129 million for the nine months ended September 30, 2007 and net cash used was $724 million for the combined Successor period from May 24, 2006 to
September 30, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. The increase is mainly driven by 2007 proceeds from issuance of debt and lower 2007 debt repayments partially offset by the 2006 proceeds from the
settlement of derivatives.



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Capital Expenditures. Investments in property, plant equipment, software and other assets
totaled $185 million for the nine months ended September 30, 2007 versus $84 million in the Successor period from May 24, 2006 to September 30, 2006 and $69 million in the Predecessor period from January 1, 2006 to May 23,
2006. The primary reason for the increase in capital expenditures is the expansion of the LPM program and investments in computer software.

Covenant
EBITDA

Nielsens senior secured credit facility contains a covenant that requires our wholly-owned subsidiary Nielsen Holding and
Finance B.V. and its restricted subsidiaries to maintain a maximum ratio of consolidated total net debt to Covenant EBITDA of 10.0 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing
with the fiscal quarter ended September 30, 2007. For test periods commencing:



| | (1) | between October 1, 2007 and December 31, 2007, the maximum ratio is 10.0 to 1.0;
| | --- | --------------------------------------------------------------------------------



| | (2) | between January 1, 2008 and September 30, 2008, the maximum ratio is 9.5 to 1.0;
| | --- | --------------------------------------------------------------------------------



| | (3) | between October 1, 2008 and September 30, 2009, the maximum ratio is 8.75 to 1.0;
| | --- | ---------------------------------------------------------------------------------



| | (4) | between October 1, 2009 and September 30, 2010, the maximum ratio is 8.0 to 1.0;
| | --- | --------------------------------------------------------------------------------



| | (5) | between October 1, 2010 and September 30, 2011, the maximum ratio is 7.5 to 1.0; and,
| | --- | -------------------------------------------------------------------------------------



| | (6) | between October 1, 2011 and September 30, 2012, the maximum ratio is 7.0 to 1.0.
| | --- | --------------------------------------------------------------------------------

This covenant steps down over time to a maximum ratio of consolidated total net debt to Covenant EBITDA of 6.25 to 1.0 as of the first day of the fiscal quarter ending December 31, 2012.

In addition, Nielsens senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted
subsidiaries to maintain a minimum ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense, of 1.25 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility),
commencing with the fiscal quarter ended September 30, 2007. This covenant steps up over time to a minimum ratio of Covenant EBITDA to consolidated interest expense of 1.75 to 1.0 as of the last day of the fiscal quarter ending
September 30, 2011. For test periods commencing:



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



| | (2) | after October 1, 2012 the minimum ratio is 1.50 to 1.0.
| | --- | -------------------------------------------------------

Failure to comply with either of these covenants would result in an event of default under our senior secured credit facility unless waived by our senior credit lenders. An event of default under our senior credit facility can result in the
acceleration of our indebtedness under the facility, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the covenants
described above can cause us to go into default under the agreements governing our indebtedness, management believes that our senior secured credit facility and these covenants are material to us. As of September 30, 2007, the Company was in
compliance with the covenants described above.



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We also measure the ratio of Secured Net Debt to Covenant EBITDA because Nielsens senior
secured credit facility contains a provision which will result in an increase of the applicable interest rate by 0.25% when this ratio is higher than 4.25.

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



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



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



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



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



| |  | includes estimated cost savings and operating synergies;
|- |  | --------------------------------------------------------



| |  | does not include one-time transition expenditures that we anticipate we will need to incur to realize cost savings;
|- |  | -------------------------------------------------------------------------------------------------------------------



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



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

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

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



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The following is a reconciliation of our loss from continuing operations, for twelve month period ended
September 30, 2007, to Covenant EBITDA as defined above per our senior secured credit facilities:



|                                                                                                              |  |                                   |        |  
|------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------ | -
|                                                                                                              |  | UnauditedCovenantEBITDA           |       
|(IN MILLIONS)                                                                                                 |  | Twelve MonthsEnded Sept. 30, 2007 |       
|Loss from continuing operations                                                                               |  | $                                 | (378   | )
|Interest expense, net                                                                                         |  |                                   | 606    |  
|Benefit for taxes                                                                                             |  |                                   | (61    | )
|Depreciation and amortization                                                                                 |  |                                   | 446    |  
|                                                                                                              |  |                                   |        |  
|EBITDA                                                                                                        |  |                                   | 613    |  
|Non-cash charges(1)                                                                                           |  |                                   | 50     |  
|Unusual or non-recurring items(2)                                                                             |  |                                   | 194    |  
|Restructuring charges and business optimization costs(3)                                                      |  |                                   | 216    |  
|Cost savings(4)                                                                                               |  |                                   | 125    |  
|Sponsor monitoring fees(5)                                                                                    |  |                                   | 10     |  
|Other(6)                                                                                                      |  |                                   | 15     |  
|                                                                                                              |  |                                   |        |  
|Covenant EBITDA                                                                                               |  | $                                 | 1,223  |  
|                                                                                                              |  |                                   |        |  
|Credit Statistics:                                                                                            |  |                                   |        |  
|Current portion of long term debt, capital lease obligation and other short-term borrowings                   |  | $                                 | 314    |  
|Long term debt and capital lease obligations                                                                  |  |                                   | 7,992  |  
|                                                                                                              |  |                                   |        |  
|Total debt                                                                                                    |  |                                   | 8,306  |  
|                                                                                                              |  |                                   |        |  
|Cash and cash equivalents                                                                                     |  |                                   | 340    |  
|Less: Cash of unrestricted subsidiaries                                                                       |  |                                   | (3     | )
|Less: Additional deduction per credit agreement                                                               |  |                                   | (10    | )
|                                                                                                              |  |                                   |        |  
|Cash and cash equivalents excluding cash of unrestricted subsidiaries/deduction                               |  |                                   | 327    |  
|                                                                                                              |  |                                   |        |  
|Net debt, including Nielsen net debt(7)                                                                       |  |                                   | 7,979  |  
|                                                                                                              |  |                                   |        |  
|Less: Unsecured debenture loans                                                                               |  |                                   | (2,595 | )
|Less: Other unsecured net debt                                                                                |  |                                   | (127   | )
|                                                                                                              |  |                                   |        |  
|Net secured debt(8)                                                                                           |  | $                                 | 5,257  |  
|                                                                                                              |  |                                   |        |  
|Total debt, excluding unrestricted subsidiaries and Senior Discount note ($326 million at September 30, 2007) |  |                                   | 7,979  |  
|Net debt, excluding $326 million (at September 30, 2007) of Nielsen net debt(9)                               |  |                                   | 7,653  |  
|Ratio of secured net debt to Covenant EBITDA                                                                  |  |                                   | 4.3    |  
|Ratio of total net debt (excluding Nielsen net debt) to Covenant EBITDA(10)                                   |  |                                   | 6.3    |  
|Consolidated interest expense, including Nielsen interest expense(11)                                         |  |                                   | 502    |  
|Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense                 |  |                                   | 2.4    |  

---

|(1) | Consists of non-cash items that are permitted adjustments in calculating covenant compliance under the senior secured credit facility, primarily stock-based compensation expense.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|                                                                                |  |   |     |  
|------------------------------------------------------------------------------- |  | - | --- | -
|Deferred Revenue Purchase Price Adjustment(a)                                   |  | $ | 22  |  
|Currency exchange rate differences on financial transactions and other gains(b) |  |   | 122 |  
|Loss on Early Extinguishment of Debt                                            |  |   | 3   |  
|Compensation arrangements(c)                                                    |  |   | 30  |  
|Duplicative running costs(d)                                                    |  |   | 21  |  
|U.S. Listing/Consulting Fees Costs                                              |  |   | 10  |  
|Gain on Derivative Instruments                                                  |  |   | (34 | )
|Other Financial Gain                                                            |  |   | 11  |  
|Nielsen//NetRatings Deal Costs                                                  |  |   | 7   |  
|Other(e)                                                                        |  |   | 2   |  
|                                                                                |  |   |     |  
|Total                                                                           |  | $ | 194 |  
|                                                                                |  |   |     |  
|_________                                                                       |  |   |     |  



| | (a) | Purchase Price Adjustment to Deferred Revenue which reduces revenue resulting from the purchase accounting for the Valcon Acquisition in 2006 and the Telephia Acquisition in 2007.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Represents foreign exchange gains or losses on revaluation of intercompany loans and external debt.
| | --- | ---------------------------------------------------------------------------------------------------

| | (c) | Represents payments incurred in connection with compensation arrangements for certain corporate executives.
| | --- | -----------------------------------------------------------------------------------------------------------

| | (d) | Represents the costs incurred in Europe as a result of the parallel running of data factory systems, which are expected to be eliminated during 2008. Also includes duplicative
Transformation running costs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



|(3) | Restructuring charges and business optimization costs include costs associated with Transformation Initiative, executive severance payments and certain costs incurred in our
European operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents the amount of run rate cost savings related to the Transformation Initiative projected by Nielsen in good faith to be realized as a result of specified actions, which is
a permitted adjustment in calculating covenant compliance under the senior secured credit facility. See Note 6 to the condensed consolidated financial statements for discussion of the Transformation Initiative.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The adjustments reflecting estimated cost savings constitute forward looking statements described within the Private Securities Litigation Reform Act of
1995, as amended. In addition, Covenant EBITDA does not take into account approximately $175 million in additional implementation costs to be incurred in connection with achieving an annual run rate cost savings of $125 million.

We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. We also cannot
assure you that we will not exceed one time restructuring costs associated with implementing the anticipated cost savings. Run rate savings represent estimated annualized savings expected to be realized one year from September 30, 2007.
Estimated savings are not provided on an interim basis.



|(5) | Represents the Sponsor monitoring fees as of the acquisition date. The annual amount is $11 million during 2007, increasing by 5% on an annual basis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



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|(6) | These adjustments include the EBITDA impact of significant businesses that were acquired in 2006 and 2007, gain on sale of fixed assets, subsidiaries and affiliates, dividends
received from affiliates; equity in net income of affiliates, and the exclusion of Covenant EBITDA attributable to unrestricted subsidiaries.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Net debt, including Nielsen net debt, is not a defined term under GAAP. Net debt is calculated as total debt less cash and cash equivalents at September 30, 2007 excluding a
contractual $10 million threshold.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | The net secured debt is the consolidated total net debt that is secured by a lien on any assets or property of a loan party or a restricted subsidiary. This amount represents the
amounts borrowed under our senior secured credit facilities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Net debt, as defined, excluding $326 million of Nielsen net debt, is not a defined term under GAAP. Nielsen and our unrestricted subsidiaries are not subject to the restrictive
covenants contained in the senior secured credit facility, and Nielsens Senior Discount Notes are not considered obligations of any of Nielsens subsidiaries. Therefore, these notes will not be taken into account when calculating the
ratios under the senior secured credit facility.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | For the reasons discussed in footnote (9) above, the ratio of net debt (excluding The Nielsen Company B.Vs Senior Discount Notes) to Covenant EBITDA presented above does
not include in net debt $326 million of Nielsen indebtedness.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Consolidated interest expense is not a defined term under GAAP. Consolidated interest expense for any period is defined in our senior secured credit facility as the sum of
(i) the cash interest expense of Nielsen Holding and Finance B.V. and its subsidiaries with respect to all outstanding indebtedness, including all commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers acceptance and net costs under swap contracts, net of cash interest income, and (ii) any cash payments in respect of the accretion or accrual of discounted liabilities during such period related to borrowed money (with a maturity
of more than one year) that were amortized or accrued in a previous period, excluding, in each case, however, among other things, the amortization of deferred financing costs and any other amounts of non-cash interest, the accretion or accrual of
discounted liabilities during such period, commissions, discounts, yield and other fees and charges incurred in connection with certain permitted receivables financing and all non-recurring cash interest expense consisting of liquidated damages for
failure to timely comply with registration rights obligations and financing fees. Consolidated interest expense, including Nielsen interest expense, is not a defined term under GAAP. Consolidated interest expense, including Nielsen interest expense,
is calculated as total consolidated interest expense for the four consecutive fiscal quarter periods ended September 30, 2007, including $39 million of interest expense of Nielsen as follows:
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                               |  |   |      |  
|------------------------------------------------------------------------------ |  | - | ---- | -
|Pro Forma Interest Income                                                      |  | $ | 14   |  
|Pro Forma Interest Expense                                                     |  |   | (654 | )
|                                                                               |  |   |      |  
|Net Pro Forma Interest Expense                                                 |  |   | (640 | )
|Minus: non cash interest Discount Notes                                        |  |   | 109  |  
|Minus: amortization of deferred financing costs                                |  |   | 14   |  
|Minus: other non cash interest                                                 |  |   | 4    |  
|                                                                               |  |   |      |  
|Pro Forma Cash Interest Expense for the twelve months ended December 31, 2006  |  |   | (513 | )
|Plus: Pro Forma impact for the acquisitions and divestitures                   |  |   | (17  | )
|Other                                                                          |  |   | 28   |  
|                                                                               |  |   |      |  
|Pro Forma Cash Interest Expense for the twelve months ended September 30, 2007 |  | $ | (502 | )
|                                                                               |  |   |      |  

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



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The Nielsen Company B.V.



Transactions with Sponsors

For the nine months ended September 30, 2007, the Company recorded $8 million in selling, general and administrative expenses related to Sponsor management fees, travel and consulting.

At September 30, 2007, other loans included a $50 million long-term payable to Valcon. In addition, short-term debt included $45 million
payable to Dutch Holdco and $22 million payable to Valcon. For the nine months ended September 30, 2007, the Company recorded $3 million in interest expense related to these loans.

Commitments and Contingencies

Legal Matters

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

D&B Legacy Tax Matters. In November 1996, D&B, then known as The Dun & Bradstreet Corporation (Old D&B) separated
into three public companies by spinning off the ACNielsen Corporation (ACNielsen) and Cognizant Corporation (Cognizant) (the 1996 Spin-Off).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (Donnelley) and spun-off The Dun & Bradstreet Corporation
(New D&B) (the D&B Spin), and Cognizant changed its name to Nielsen Media Research, Inc. (NMR), now part of Nielsen, and spun-off IMS Health (the Cognizant Spin). In September 2000, New D&B
changed its name to Moodys Corporation (Moodys) and spun-off a company now called The Dun & Bradstreet Corporation (Current D&B) (the Moodys spin). In November 1999, Nielsen acquired
NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain
liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the D&B Legacy Tax Matters), were allocated among Old D&B, ACNielsen and Cognizant. The agreements
provide that any disputes regarding these matters are subject to resolution by arbitration. As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizants share of liability arising out of the D&B Legacy
Tax Matters. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

In connection with
the acquisition of NMR, Nielsen recorded in 1999, a liability for NMRs aggregate liability for payments related to the D&B Legacy Tax Matters. Currently the parties are in arbitration over one tax related dispute. Nielsen believes it has
adequately provided for any remaining liability related to these matters. Nielsen believes its accrual of $14 million is adequate to cover any remaining liability related to these matters.

World Directories.In November 2004, Nielsen completed the sale of its Directories segment. The sales price is subject to adjustment based on
final agreement on working capital and net indebtedness. On August 31, 2006, a notice of disagreement was filed by World Directories Acquisition Corp. (WDA) against Nielsen and certain of our subsidiaries pursuant to the Sale and
Purchase Agreement ( SPA) between the parties dated September 26, 2004 under which our



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World Directories business was sold. The claim arises in connection with certain post-closing matters under the SPA related to the submission of the
completion accounts related to the business. WDA asserts a claim for approximately 44 million ($59 million) and Nielsen, in opposition to WDAs claim, has claimed approximately 8 million ($11 million). The matter has been
submitted to arbitration pursuant to the SPA.

erinMedia.erinMedia, llc (erinMedia) filed a lawsuit in federal district
court in Tampa, Florida on June 16, 2005. The suit alleges that NMR, a wholly owned subsidiary of Nielsen, violated Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national
television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMRs contracts with the four major national broadcast television networks. On
November 17, 2005, the court granted NMRs motion to dismiss in part, and dismissed erinMedias affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia. Although it is too
early to predict the outcome of the case, Nielsen believes the action is without merit.

Wrapsidy. On April 12, 2006,
Wrapsidy, LLC filed a lawsuit in California Superior Court in Santa Clara County. The lawsuit originally alleged claims against Nielsen Media Research for violation of the California Franchise Investment Act, misappropriation of trade secrets,
unfair competition and business practices, anticipatory breach of contract and other claims arising out of certain contracts between the parties. Wrapsidy also alleges harm arising out of certain contractual and pricing practices of Nielsen Media
Research. The complaint does not specify the amount of damages sought and seeks declaratory and equitable relief. On June 26, 2007 Wrapsidy moved to file an amended complaint that omitted the claims for misappropriation of trade secrets,
anticipatory breach of contract, relief on implied copyright license and violation of the California Franchise Investment Act, and added claims for violation of the California Unfair Practices Act, intentional interference with prospective economic
advantage, intentional interference with contractual relations, relief on modified written contract, specific performance of modified written contract and violation of the California Cartwright Act. By order dated July 19, 2007, the Court
denied Wrapsidys motion. The case is now in discovery. Nielsen believes this action is without merit.

Except as described above,
there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would individually or in the aggregate, have a material effect on Nielsens business, consolidated financial
position, results of operations or prospects.

Off-Balance Sheet Arrangements

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



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Summary of Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This
statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that
require or permit fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115, which permits companies to choose to measure certain items at fair value and to report unrealized gains and
losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007. Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS
No. 159 on its financial statements.

It
em 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising
from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest
rates. We actively monitor these exposures. To manage the volatility relating to these exposures, historically, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate
agreements. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of their net investments in subsidiaries resulting from changes in interest rates and foreign currency rates.
Currently we only employ basic contracts, that is, without options, embedded or otherwise. It is our policy not to trade in financial instruments.

Foreign Currency Exchange Risk

We operate globally, deriving approximately 57% of revenues for the Successor period from
January 1, 2007 to September 30, 2007 in U.S. Dollars. We generate revenue and expenses in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on
conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure.

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities statements of earnings and
balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating natural hedges in our financing or by using derivative financial instruments
aimed at offsetting certain exposures in the statement of earnings or the balance sheet. We do not use derivative financial instruments for trading or speculative purposes.



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The table below details the percentage of revenues and expenses by currency for the Successor period
from January 1, 2007 to September 30, 2007:

Successor period from January 1, 2007 to September 30, 2007



|                |  |              |   |  |      |   |  |                  |  
|--------------- |  | ------------ | - |  | ---- | - |  | ---------------- | -
|                |  | U.S. Dollars |   |  | Euro |   |  | Other currencies |  
|Revenues        |  | 57           | % |  | 14   | % |  | 29               | %
|Operating costs |  | 57           | % |  | 14   | % |  | 29               | %

Based on the Successor period, a one cent change in the U.S. Dollar/Euro exchange rate will impact
revenues by approximately $4 million annually, with an immaterial impact on operating income.

Interest Rate Risk

At September 30, 2007, we had $5,383 million nominal amount of debt under our new senior secured credit facilities which are based on a floating rate
index and $142 million nominal amount of debt under our EMTN floating rate notes. One percent point increase in these floating rates would increase annual interest expense by approximately $55 million. Given our increased exposure to volatility in
floating rates after the Valcon Acquisition and the subsequent refinancing, we evaluated hedging opportunities and entered into hedging transactions in November, 2006 and January 2007. After giving effect to these interest rate swap agreements, a
one percentage point increase in interest rates would increase annual interest expense by $23 million.

Equity Price Risk

We are not exposed to material equity risk.

I
tem 4T. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and
procedures (as such term is defined in



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Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2007 (the Evaluation Date). Based on such evaluation, such
officers have concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

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



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PART II. OTHER INFORMATION

It
em 1. Legal Proceedings

Information in response to this Item is incorporated by reference to the information set forth in
Note 13 Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements (Unaudited).

Item 1A. Risk Factors

There have been no material changes to our Risk Factors as previously disclosed in our Registration
Statement on Form S-4 (File No. 333-142546), which was declared effective as of August 1, 2007.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1(e)         |  | Amendment No. 2, dated as of August 9, 2007, to the Credit Agreement, dated as of August 9, 2006, as amended, among Nielsen Finance LLC, as a U.S. Borrower, The Nielsen company (US), Inc., as a
U.S. Borrower, VNU Holding and Finance B.V., as Dutch Borrower, the Guarantors thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party
thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank , N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents
|               | 
|4.2            |  | Second Supplemental Indenture, dated as of August 15, 2007, among NetRatings, Inc. as a U.S. Guaranteeing Subsidiary and affiliate of Nielsen Finance LLC as a U.S. Borrower, and Nielsen Finance
Co. as a U.S. Borrower, and Law Debenture Trust Company of New York, as trustee.                                                                                                                                                                                                                                                                                                                                                       
|               | 
|4.3            |  | Second Supplemental Indenture, dated as of August 15, 2007, among NetRatings, Inc. as a U.S. Guaranteeing Subsidiary and affiliate of Nielsen Finance LLC as a U.S. Borrower, and Nielsen Finance
Co. as a U.S. Borrower, and Law Debenture Trust Company of New York, as trustee.                                                                                                                                                                                                                                                                                                                                                       
|               | 
|4.4            |  | Third Supplemental Indenture, dated as of August 15, 2007, among Telephia, Inc. as a U.S. Guaranteeing Subsidiary and affiliate of Nielsen Finance LLC as a U.S. Borrower, and Nielsen Finance Co.
as a U.S. Borrower, and Law Debenture Trust Company of New York, as trustee.                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.5            |  | Third Supplemental Indenture, dated as of August 15, 2007, among Telephia, Inc. as a U.S. Guaranteeing Subsidiary and affiliate of Nielsen Finance LLC as a U.S. Borrower, and Nielsen Finance Co.
as a U.S. Borrower, and Law Debenture Trust Company of New York, as trustee.                                                                                                                                                                                                                                                                                                                                                          
|               | 
|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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SI
GNATURES

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)                                                                                           
|                        | 
|                        |  | /s/ David E. Berger                                                                                    
|Date: November 14, 2007 |  | David E. Berger                                                                                        
|                        |  | Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer



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