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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q





(Mark One)



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

For the quarterly period ended June 30, 2009

OR



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

For the transition period from  to

Commission file number 333-142546-29





The Nielsen Company B.V.

(Exact name
of registrant as specified in its charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|The Netherlands          |  | 98-0366864                          
|(State of incorporation) |  | (I.R.S. Employer Identification No.)
|                         | 
|770 Broadway             |  | Diemerhof 2                         
|New York, New York 10003 |  | 1112 XL Diemen                      
|(646) 654-5000           |  | The Netherlands                     
|                         |  | +31 (0) 20 398 87 77                





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

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

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



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

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

There were 258,463,857 shares of the registrants Common Stock outstanding as of July 31, 2009









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Table of Contents

Contents



|         |  |                                                                                       |  |     
|-------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                       |  | PAGE
|         |  |                                                                                      
|PART I.  |  | FINANCIAL INFORMATION                                                                 |  | 3   
|         |  |                                                                                      
|Item 1.  |  | Condensed Consolidated Financial Statements                                           |  | 3   
|         |  |                                                                                      
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 29  
|         |  |                                                                                      
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 52  
|         |  |                                                                                      
|Item 4T. |  | Controls and Procedures                                                               |  | 53  
|         |  |                                                                                      
|PART II. |  | OTHER INFORMATION                                                                     |  | 53  
|         |  |                                                                                      
|Item 1.  |  | Legal Proceedings                                                                     |  | 53  
|         |  |                                                                                      
|Item 1A. |  | Risk Factors                                                                          |  | 53  
|         |  |                                                                                      
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 53  
|         |  |                                                                                      
|Item 3.  |  | Defaults Upon Senior Securities                                                       |  | 54  
|         |  |                                                                                      
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  | 54  
|         |  |                                                                                      
|Item 5.  |  | Other Information                                                                     |  | 54  
|         |  |                                                                                      
|Item 6.  |  | Exhibits                                                                              |  | 54  
|         |  |                                                                                      
|         |  | Signatures                                                                            |  | 55  



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

The Nielsen Company B.V.

Condensed Consolidated Balance Sheets



|                                                                                                                                        |  |              |        |   |                  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | -
|(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)                                                                                          |  | June 30,2009 |        |   | December 31,2008 |  
|                                                                                                                                        |  | (Unaudited)  |        |   |                  |  
|Assets:                                                                                                                                 |  |              |        |   |                  |   |        |  
|Current assets                                                                                                                          |  |              |        |   |                  |   |        |  
|Cash and cash equivalents                                                                                                               |  | $            | 386    |   |                  | $ | 466    |  
|Trade and other receivables, net of allowances for doubtful accounts and sales returns of $33 as of June 30, 2009 and December 31,
2008 |  |              | 937    |   |                  |   | 958    |  
|Prepaid expenses and other current assets                                                                                               |  |              | 216    |   |                  |   | 189    |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total current assets                                                                                                                    |  |              | 1,539  |   |                  |   | 1,613  |  
|Non-current assets                                                                                                                      |  |              |        |   |                  |   |        |  
|Property, plant and equipment, net                                                                                                      |  |              | 594    |   |                  |   | 603    |  
|Goodwill                                                                                                                                |  |              | 7,317  |   |                  |   | 7,185  |  
|Other intangible assets, net                                                                                                            |  |              | 5,086  |   |                  |   | 5,070  |  
|Deferred tax assets                                                                                                                     |  |              | 323    |   |                  |   | 319    |  
|Other non-current assets                                                                                                                |  |              | 557    |   |                  |   | 568    |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total assets                                                                                                                            |  | $            | 15,416 |   |                  | $ | 15,358 |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Liabilities and equity:                                                                                                                 |  |              |        |   |                  |   |        |  
|Current liabilities                                                                                                                     |  |              |        |   |                  |   |        |  
|Accounts payable and other current liabilities                                                                                          |  | $            | 898    |   |                  | $ | 1,019  |  
|Deferred revenues                                                                                                                       |  |              | 442    |   |                  |   | 438    |  
|Income tax liabilities                                                                                                                  |  |              | 105    |   |                  |   | 138    |  
|Current portion of long-term debt, capital lease obligations and short-term borrowings                                                  |  |              | 121    |   |                  |   | 421    |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total current liabilities                                                                                                               |  |              | 1,566  |   |                  |   | 2,016  |  
|Non-current liabilities                                                                                                                 |  |              |        |   |                  |   |        |  
|Long-term debt and capital lease obligations                                                                                            |  |              | 8,593  |   |                  |   | 8,073  |  
|Deferred tax liabilities                                                                                                                |  |              | 1,580  |   |                  |   | 1,592  |  
|Other non-current liabilities                                                                                                           |  |              | 621    |   |                  |   | 786    |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total liabilities                                                                                                                       |  |              | 12,360 |   |                  |   | 12,467 |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Commitments and contingencies (Note 13)                                                                                                 |  |              |        |   |                  |   |        |  
|Equity:                                                                                                                                 |  |              |        |   |                  |   |        |  
|Shareholders equity                                                                                                                    |  |              |        |   |                  |   |        |  
|7% preferred stock, 8.00 par value, 150,000 shares authorized, issued and outstanding                                                  |  |              | 1      |   |                  |   | 1      |  
|Common stock, 0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at June 30, 2009 and December 31,
2008       |  |              | 58     |   |                  |   | 58     |  
|Additional paid-in capital                                                                                                              |  |              | 4,340  |   |                  |   | 4,342  |  
|Accumulated deficit                                                                                                                     |  |              | (1,100 | ) |                  |   | (1,095 | )
|Accumulated other comprehensive loss, net of income taxes                                                                               |  |              | (260   | ) |                  |   | (431   | )
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total shareholders equity                                                                                                              |  |              | 3,039  |   |                  |   | 2,875  |  
|Noncontrolling interests                                                                                                                |  |              | 17     |   |                  |   | 16     |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total equity                                                                                                                            |  |              | 3,056  |   |                  |   | 2,891  |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  
|Total liabilities and equity                                                                                                            |  | $            | 15,416 |   |                  | $ | 15,358 |  
|                                                                                                                                        |  |              |        |   |                  |   |        |  

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



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The Nielsen Company B.V.

Condensed Consolidated Statements of Operations (Unaudited)



|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |  
|(IN MILLIONS)                                                                                                   |  | 2009                       |       |   | 2008                     |   |       | 2009 |  |   | 2008  |  
|Revenues                                                                                                        |  | $                          | 1,227 |   |                          | $ | 1,304 |      |  | $ | 2,360 |   |  | $ | 2,518 |  
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                            | 504   |   |                          |   | 571   |      |  |   | 1,001 |   |  |   | 1,123 |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                            | 396   |   |                          |   | 430   |      |  |   | 786   |   |  |   | 853   |  
|Depreciation and amortization                                                                                   |  |                            | 137   |   |                          |   | 125   |      |  |   | 269   |   |  |   | 242   |  
|Restructuring costs                                                                                             |  |                            | 6     |   |                          |   | 9     |      |  |   | 11    |   |  |   | 16    |  
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Operating income                                                                                                |  |                            | 184   |   |                          |   | 169   |      |  |   | 293   |   |  |   | 284   |  
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Interest income                                                                                                 |  |                            | 2     |   |                          |   | 5     |      |  |   | 4     |   |  |   | 10    |  
|Interest expense                                                                                                |  |                            | (153  | ) |                          |   | (160  | )    |  |   | (316  | ) |  |   | (322  | )
|(Loss)/gain on derivative instruments                                                                           |  |                            | (11   | ) |                          |   | 3     |      |  |   | (33   | ) |  |   | 33    |  
|Foreign currency exchange transaction (losses)/gains, net                                                       |  |                            | (46   | ) |                          |   | 12    |      |  |   | 31    |   |  |   | (81   | )
|Other expense, net                                                                                              |  |                            | (10   | ) |                          |   | (1    | )    |  |   | (13   | ) |  |   | (3    | )
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and equity in net income of affiliates             |  |                            | (34   | ) |                          |   | 28    |      |  |   | (34   | ) |  |   | (79   | )
|Benefit/(provision) for income taxes                                                                            |  |                            | 20    |   |                          |   | (16   | )    |  |   | 22    |   |  |   | 15    |  
|Equity in net income of affiliates                                                                              |  |                            | 5     |   |                          |   | 7     |      |  |   | 8     |   |  |   | 1     |  
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |                            | (9    | ) |                          |   | 19    |      |  |   | (4    | ) |  |   | (63   | )
|Discontinued operations, net of tax                                                                             |  |                            |      |   |                          |   | (3    | )    |  |   |      |   |  |   | (3    | )
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Net (loss)/income                                                                                               |  |                            | (9    | ) |                          |   | 16    |      |  |   | (4    | ) |  |   | (66   | )
|Less: net income attributable to noncontrolling interests                                                       |  |                            |      |   |                          |   | 1     |      |  |   | 1     |   |  |   | 1     |  
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Net (loss)/income attributable to The Nielsen Company B.V.                                                      |  | $                          | (9    | ) |                          | $ | 15    |      |  | $ | (5    | ) |  | $ | (67   | )
|                                                                                                                |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  

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



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The Nielsen Company B.V.

Condensed Consolidated Statements of Cash Flows (Unaudited)



|                                                                                                |  |                          |       |   |      |   |      |  
|----------------------------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ---- | -
|                                                                                                |  | Six Months EndedJune 30, |      
|(IN MILLIONS)                                                                                   |  | 2009                     |       |   | 2008 |  
|Operating Activities                                                                            |  |                          |       |   |      |   |      |  
|Net loss                                                                                        |  | $                        | (4    | ) |      | $ | (66  | )
|Adjustments to reconcile net loss to net cash provided by operating activities:                 |  |                          |       |   |      |   |      |  
|Share-based payments expense                                                                    |  |                          | (1    | ) |      |   | 13   |  
|Loss on sale of discontinued operations, net of tax                                             |  |                          |      |   |      |   | 3    |  
|Currency exchange rate differences on financial transactions and other losses                   |  |                          | (18   | ) |      |   | 84   |  
|Loss/(gain) on derivative instruments                                                           |  |                          | 33    |   |      |   | (33  | )
|Equity in net (income)/loss from affiliates, net of dividends received                          |  |                          | (1    | ) |      |   | 5    |  
|Depreciation and amortization                                                                   |  |                          | 269   |   |      |   | 242  |  
|Changes in operating assets and liabilities, net of effect of businesses acquired and divested: |  |                          |       |   |      |   |      |  
|Trade and other receivables, net                                                                |  |                          | 44    |   |      |   | (18  | )
|Prepaid expenses and other current assets                                                       |  |                          | (22   | ) |      |   | (7   | )
|Accounts payable and other current liabilities and deferred revenues                            |  |                          | (146  | ) |      |   | (183 | )
|Other non-current liabilities                                                                   |  |                          | (4    | ) |      |   | 4    |  
|Interest receivable                                                                             |  |                          |      |   |      |   | 2    |  
|Interest payable                                                                                |  |                          | 85    |   |      |   | 64   |  
|Income taxes                                                                                    |  |                          | (84   | ) |      |   | (40  | )
|                                                                                                |  |                          |       |   |      |   |      |  
|Net cash provided by operating activities                                                       |  |                          | 151   |   |      |   | 70   |  
|                                                                                                |  |                          |       |   |      |   |      |  
|Investing Activities                                                                            |  |                          |       |   |      |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired                                |  |                          | (43   | ) |      |   | (251 | )
|Proceeds from sale of subsidiaries and affiliates, net                                          |  |                          | 16    |   |      |   | 23   |  
|Additions to property, plant and equipment and other assets                                     |  |                          | (61   | ) |      |   | (107 | )
|Additions to intangible assets                                                                  |  |                          | (71   | ) |      |   | (64  | )
|Other investing activities                                                                      |  |                          | 16    |   |      |   | (4   | )
|                                                                                                |  |                          |       |   |      |   |      |  
|Net cash used in investing activities                                                           |  |                          | (143  | ) |      |   | (403 | )
|                                                                                                |  |                          |       |   |      |   |      |  
|Financing Activities                                                                            |  |                          |       |   |      |   |      |  
|Net (repayments)/borrowings on revolving credit facility                                        |  |                          | (220  | ) |      |   | 185  |  
|Proceeds from issuances of other debt, net of issuance costs                                    |  |                          | 1,223 |   |      |   | 217  |  
|Repayments of other debt                                                                        |  |                          | (893  | ) |      |   | (160 | )
|(Decrease)/increase in other short-term borrowings                                              |  |                          | (42   | ) |      |   | 13   |  
|Valcon capital (return)/contribution                                                            |  |                          | (1    | ) |      |   | 72   |  
|Settlement of derivatives and other financing activities                                        |  |                          | (166  | ) |      |   | (3   | )
|                                                                                                |  |                          |       |   |      |   |      |  
|Net cash (used in)/provided by financing activities                                             |  |                          | (99   | ) |      |   | 324  |  
|                                                                                                |  |                          |       |   |      |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents                                    |  |                          | 11    |   |      |   | 13   |  
|                                                                                                |  |                          |       |   |      |   |      |  
|Net (decrease)/increase in cash and cash equivalents                                            |  |                          | (80   | ) |      |   | 4    |  
|Cash and cash equivalents at beginning of period                                                |  |                          | 466   |   |      |   | 399  |  
|                                                                                                |  |                          |       |   |      |   |      |  
|Cash and cash equivalents at end of period                                                      |  | $                        | 386   |   |      | $ | 403  |  
|                                                                                                |  |                          |       |   |      |   |      |  
|Supplemental Cash Flow Information                                                              |  |                          |       |   |      |   |      |  
|Cash paid for income taxes                                                                      |  | $                        | 62    |   |      | $ | 25   |  
|Cash paid for interest, net of amounts capitalized                                              |  | $                        | 231   |   |      | $ | 258  |  

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



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The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements (continued)

1. Background and Basis of Presentation

Background

The Nielsen Company B.V. (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, Media and Business Media. Nielsen is active in approximately
100 countries, with its headquarters located in Diemen, 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) and held 99.4% of Nielsens outstanding common shares as of December 31, 2007. In May 2008, Valcon acquired the remaining Nielsen common shares through a statutory
squeeze-out procedure, pursuant to Dutch legal and regulatory requirements and therefore holds 100% of the Companys outstanding common shares. Valcon also acquired 100% of the Companys preferred B shares in the period from May 24,
2006 to December 31, 2006 which were subsequently cancelled. 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).

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to
present fairly the Companys financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) applicable to interim
periods. For a more complete discussion of significant accounting policies and certain other information, refer to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31,
2008. All amounts are presented in U.S. Dollars ($), except for share data or where expressly stated as being in other currencies, e.g., Euros (). The condensed consolidated financial statements include the accounts of
Nielsen and all subsidiaries and other controlled entities. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation.

Prior to January 1, 2008, certain of the Companys subsidiaries outside the United States and Canada were included in the consolidated
financial statements on the basis of fiscal years ending November 30thin order
to facilitate a timely consolidation. This one-month reporting lag was eliminated during the first quarter of 2008 and the impact to the consolidated balance sheets and related statements of operations and cash flows was immaterial for all periods.

Effective January 1, 2009, the Company adopted and retrospectively applied Statement of Financial Accounting Standards (SFAS)
No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51, (SFAS 160). This statement establishes accounting and reporting standards pertaining to ownership interests in
subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest, and the valuation of any retained noncontrolling equity
investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 clarifies that a
noncontrolling interest in a subsidiary should be reported as a component of equity in the condensed consolidated financial statements and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net
income attributable to the parent and to the noncontrolling interests.

2. Summary of Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations, a replacement of
SFAS 141 (SFAS 141(R)). SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008 and applies to all business combinations. SFAS 141(R) provides that, upon initially obtaining control, an acquirer shall
recognize 100 percent of the fair values of acquired assets, including goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100 percent of its target. As a consequence, the current step acquisition
model was eliminated. Additionally, SFAS 141(R) changes current practice, in part, as follows: (i) contingent consideration arrangements are fair valued at the acquisition date and included on that basis in the purchase price consideration;
(ii) transaction costs are expensed as incurred, rather than capitalized as part of the purchase price; (iii) pre-acquisition contingencies, such as those relating to legal matters, are generally accounted for in purchase accounting at
fair value; (iv) in order to accrue for a restructuring plan in purchase accounting, the requirements in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities have to be met at the acquisition date; and
(v) changes to valuation



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allowances for deferred income tax assets and adjustments to unrecognized tax benefits generally are recognized as adjustments to income tax expense rather
than goodwill. The Company adopted the provisions of SFAS 141(R) effective January 1, 2009 and such adoption did not have a material impact on the Companys condensed consolidated financial statements as of June 30, 2009 and for the
three and six months then ended. However, the provisions of SFAS 141(R) will impact the Companys treatment of adjustments to existing tax contingencies and business combinations after January 1, 2009.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2),
which delayed the effective date of SFAS No. 157, Fair Value Measurements (SFAS 157) for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually), until the beginning of the first quarter of 2009. Therefore, effective January 1, 2009, the Company adopted SFAS 157 for non-financial assets and non-financial liabilities. The
adoption of SFAS 157 for non-financial assets and non-financial liabilities that are not measured and recorded at fair value on a recurring basis did not have a significant impact on the Companys condensed consolidated financial statements as
of June 30, 2009 and for the three and six months then ended.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activitiesan Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how:
(a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities; and (c) derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. The adoption of SFAS 161, effective January 1, 2009, had no impact on the
Companys condensed consolidated financial statements as of June 30, 2009 and for the three and six months then ended. The additional disclosures required by this statement are included in Note 7  Fair Value of Financial
Instruments.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosure about Fair Value of Financial
Instruments (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, Disclosures about the Fair Value of Financial
Instruments. Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes of the methods and significant
assumptions from prior periods. FSP 107-1/APB 28-1 does not change the accounting treatment for these financial instruments. The adoption of FSP 107-1/APB 28-1, effective April 1, 2009, had no impact on the Companys condensed consolidated
financial statements as of June 30, 2009 and for the three and six months then ended. The additional disclosures required by this statement are included in Note 8  Long-term Debt and Other Financing Arrangements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 provides guidance on managements assessment of subsequent
events and incorporates this guidance into accounting literature. SFAS 165 is effective prospectively for interim and annual periods ending after June 15, 2009. The implementation of this standard did not have a material impact on the
Companys condensed consolidated financial statements. The Company has evaluated subsequent events through August 12, 2009, the date of issuance of its condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS 167 amends the consolidation guidance
applicable to variable interest entities and affects the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective for fiscal years beginning after November 15, 2009. The Company is currently assessing the
impact of SFAS 167 on its consolidated financial position and results of operations.

In June 2009, the FASB issued SFAS No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 stipulates the FASB Accounting Standards Codification is the source of
authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for financials statements issued for interim and annual periods ending after September 15, 2009. The implementation of this standard
will not have a material impact on the Companys consolidated financial statements.

3. Acquisitions and Investments in Affiliates

For the six months ended June 30, 2009, Nielsen paid cash consideration of $43 million associated with both current period and previously executed acquisitions
and investments in affiliates, net of cash acquired. In conjunction with these acquisitions, Nielsen recorded deferred consideration of $34 million, substantially all of which is payable through March 2012. Had the current period acquisitions
occurred as of January 1, 2009, the impact on Nielsens consolidated results of operations would have been immaterial.



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On May 15, 2008, the Company completed the acquisition of IAG Research, Inc, subsequently rebranded as Nielsen
IAG (IAG), for $223 million (including non-cash consideration of $1 million and an additional $1 million in transaction costs paid during the second half of 2008), which was net of $12 million of cash acquired. The acquisition expanded
the Companys television and internet analytics services through IAGs measurement of consumer engagement with television programs, national commercials and product placements.

For the six months ended June 30, 2008, Nielsen paid cash consideration of $30 million associated with other acquisitions and investments in affiliates, net of cash acquired. Had IAG and the other acquisitions
occurred as of January 1, 2008, the impact on Nielsens consolidated results of operations would have been immaterial.

4. Business
Divestitures

During the six months ended June 30, 2009, the Company received $16 million in net proceeds associated with business divestitures,
primarily associated with the sale of the Brazilian exposition business within its Business Media segment.

During the six months ended June 30, 2008,
the Company received $23 million in net proceeds associated with two divestitures within its Business Media segment and the final settlement of the sale of its Directories segment to World Directories. The impact of these transactions on the
Companys consolidated results of operations was immaterial.

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 three and six months ended June 30, 2008, Nielsen recorded a charge of $3 million relating to the settlement of outstanding litigation associated with the disposed of unit.

5. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended
June 30, 2009.



|                                            |  |                  |       |       |   |               |  |   |       |   |  |   |       |  
|------------------------------------------- |  | ---------------- | ----- | ----- | - | ------------- |  | - | ----- | - |  | - | ----- | -
|(IN MILLIONS)                               |  | ConsumerServices |       | Media |   | BusinessMedia |  |   | Total |  
|Balance, December 31, 2008                  |  | $                | 2,553 |       | $ | 4,002         |  | $ | 630   |   |  | $ | 7,185 |  
|Acquisitions and purchase price adjustments |  |                  | 6     |       |   | 22            |  |   |      |   |  |   | 28    |  
|Dispositions                                |  |                  |      |       |   |              |  |   | (6    | ) |  |   | (6    | )
|Effect of foreign currency translation      |  |                  | 109   |       |   | 1             |  |   |      |   |  |   | 110   |  
|                                            |  |                  |       |       |   |               |  |   |       |   |  |   |       |  
|Balance, June 30, 2009                      |  | $                | 2,668 |       | $ | 4,025         |  | $ | 624   |   |  | $ | 7,317 |  
|                                            |  |                  |       |       |   |               |  |   |       |   |  |   |       |  

At June 30, 2009, $335 million of the goodwill is expected to be deductible for income tax
purposes.

Other Intangible Assets



|                              |  |               |       |                          |   |              |  |   |                  |   |  |   |      |  
|----------------------------- |  | ------------- | ----- | ------------------------ | - | ------------ |  | - | ---------------- | - |  | - | ---- | -
|                              |  | Gross Amounts |       | Accumulated Amortization |  
|(IN MILLIONS)                 |  | June 30,2009  |       | December 31,2008         |   | June 30,2009 |  |   | December 31,2008 |  
|Indefinite-lived intangibles: |  |               |       |                          |   |              |  |   |                  |   |  |   |      |  
|Trade names and trademarks    |  | $             | 1,907 |                          | $ | 1,860        |  | $ |                 |   |  | $ |     |  
|                              |  |               |       |                          |   |              |  |   |                  |   |  |   |      |  
|Amortized intangibles:        |  |               |       |                          |   |              |  |   |                  |   |  |   |      |  
|Trade names and trademarks    |  | $             | 156   |                          | $ | 157          |  | $ | (19              | ) |  | $ | (15  | )
|Customer-related intangibles  |  |               | 3,019 |                          |   | 2,970        |  |   | (462             | ) |  |   | (383 | )
|Covenants-not-to-compete      |  |               | 22    |                          |   | 34           |  |   | (14              | ) |  |   | (26  | )
|Computer software             |  |               | 756   |                          |   | 714          |  |   | (322             | ) |  |   | (274 | )
|Patents and other             |  |               | 60    |                          |   | 45           |  |   | (17              | ) |  |   | (12  | )
|                              |  |               |       |                          |   |              |  |   |                  |   |  |   |      |  
|Total                         |  | $             | 4,013 |                          | $ | 3,920        |  | $ | (834             | ) |  | $ | (710 | )
|                              |  |               |       |                          |   |              |  |   |                  |   |  |   |      |  



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Amortization expense for the three months ended June 30, 2009 and 2008 was $83 million and $77 million,
respectively. Amortization expense for the six months ended June 30, 2009 and 2008 was $162 million and $148 million, respectively.

Certain of
the trade names associated with Nielsens Media and Consumer segments 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

Transformation Initiative

In December 2006, Nielsen announced its intention to expand its 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 continues to execute cost-reduction programs by streamlining and centralizing corporate, operational and information technology functions, leveraging global procurement, consolidating real estate, and
expanding, outsourcing or off shoring certain other operational and production processes. Implementation of these initiatives is expected to continue through 2009.

For the three and six months ended June 30, 2009 and 2008, Nielsen incurred restructuring charges of $6 million and $11 million and $9 million and $16 million, respectively, primarily relating to severance costs associated with
employee terminations.

Other

Liabilities
relating to other restructuring programs at June 30, 2009 are $1 million. These initiatives have been completed, but payments will continue until 2010.

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



|                             |  |                          |     |   |       |   |    |       |  |   |     |  
|---------------------------- |  | ------------------------ | --- | - | ----- | - | -- | ----- |  | - | --- | -
|(IN MILLIONS)                |  | TransformationInitiative |     |   | Other |   |    | Total | 
|Balance at December 31, 2008 |  | $                        | 95  |   |       | $ | 2  |       |  | $ | 97  |  
|Charges                      |  |                          | 11  |   |       |   |   |       |  |   | 11  |  
|Payments                     |  |                          | (46 | ) |       |   | (1 | )     |  |   | (47 | )
|                             |  |                          |     |   |       |   |    |       |  |   |     |  
|Balance at June 30, 2009     |  | $                        | 60  |   |       | $ | 1  |       |  | $ | 61  |  
|                             |  |                          |     |   |       |   |    |       |  |   |     |  

7. Fair Value of Financial Instruments

SFAS 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining
fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of non-performance.

The Companys financial instruments are measured and recorded at fair value, except for equity method
investments, cost method investments, and long-term debt. The Companys equity method investments, cost method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair
value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

SFAS 157 establishes three levels
of inputs that may be used to measure fair value:



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



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Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant
to the fair value measurements. The Companys assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement
within the fair value hierarchy. The following table summarizes the valuation of the Companys material financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2009:



|                                         |  |              |     |           |   |           |  |           |     |  |   |  
|---------------------------------------- |  | ------------ | --- | --------- | - | --------- |  | --------- | --- |  | - | -
|(IN MILLIONS)                            |  | June 30,2009 |     | (Level 1) |   | (Level 2) |  | (Level 3)
|Assets:                                  |  |              |     |           |   |           |  |           |     |  |   |  
|Investments in mutual funds(1)           |  | $            | 2   |           | $ | 2         |  | $         |    |  | $ | 
|Plan assets for deferred compensation(2) |  |              | 14  |           |   | 14        |  |           |    |  |   | 
|Investments in equity securities(3)      |  |              | 8   |           |   | 8         |  |           |    |  |   | 
|                                         |  |              |     |           |   |           |  |           |     |  |   |  
|Total                                    |  | $            | 24  |           | $ | 24        |  | $         |    |  | $ | 
|                                         |  |              |     |           |   |           |  |           |     |  |   |  
|Liabilities:                             |  |              |     |           |   |           |  |           |     |  |   |  
|Interest rate swap arrangements(4)       |  | $            | 153 |           |   |          |  | $         | 153 |  | $ | 
|Deferred compensation liabilities(5)     |  |              | 14  |           |   | 14        |  |           |    |  |   | 
|                                         |  |              |     |           |   |           |  |           |     |  |   |  
|Total                                    |  | $            | 167 |           | $ | 14        |  | $         | 153 |  | $ | 
|                                         |  |              |     |           |   |           |  |           |     |  |   |  



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



|(2) | Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are
carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Investments in equity securities are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified
as available-for-sale with any unrealized gains or losses resulting from changes in fair value recorded net of tax as a component of accumulated other comprehensive income/loss until realized.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily
observable market parameters and the consideration of counterparty risk.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participants deferrals are invested in a variety of
participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number
of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Derivative Financial Instruments

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

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

Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality
standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was
also a lender under Nielsens senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 8 Long-term
Debt and Other Financing Arrangements for more information). Since it is Nielsens policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.

It is Nielsens policy to have an International Swaps and Derivatives Association (ISDA) Master Agreement established with every bank
with which it has entered into any derivative contract. Under each of these ISDA Master Agreements,



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Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that
counterparty default. At June 30, 2009, Nielsen had no exposure to potential economic losses due to counterparty credit default risk on derivative financial instruments.

Interest Rate Risk

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro
Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. These interest rate swaps have various maturity dates through November 2012. For these derivatives, Nielsen reports the after-tax gain or loss from the effective
portion of the hedge as a component of accumulated other comprehensive income/loss and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item
as the impact of the hedged transaction.

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

In February 2009, Nielsen modified the reset interest rate underlying its $4,525 million senior secured term loan and, as a result, the related floating-to-fixed interest rate swap derivative financial instruments
became ineffective. Cumulative losses deferred as a component of accumulated other comprehensive loss will be recognized in interest expense over the remaining term of the senior secured term loan being hedged. Beginning in February 2009, Nielsen
began recording all changes in fair value of the floating-to-fixed interest rate swaps currently in earnings as a component of (loss)/gain on derivative instruments.

Nielsen expects to recognize approximately $76 million of pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial
instruments, which includes the aforementioned modification.



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As of June 30, 2009 the Company had the following outstanding interest rate swaps utilized in the management of its
interest rate risk:



|                                                                         |  |                 |               |               |               |          |          
|------------------------------------------------------------------------ |  | --------------- | ------------- | ------------- | ------------- | -------- | ---------
|                                                                         |  | Notional Amount |               | Maturity Date |               | Currency
|Interest rate swaps designated as hedging instruments under SFAS 133     |  |                 |               |               |               |          |          
|US Dollar term loan floating-to-fixed rate swaps                         |  | $               | 500,000,000   |               | November 2012 |          | US Dollar
|Interest rate swaps not designated as hedging instruments under SFAS 133 |  |                 |               |               |               |          |          
|US Dollar term loan floating-to-fixed rate swap                          |  | $               | 1,000,000,000 |               | November 2009 |          | US Dollar
|US Dollar term loan floating-to-fixed rate swap                          |  | $               | 500,000,000   |               | February 2010 |          | US Dollar
|US Dollar term loan floating-to-fixed rate swaps                         |  | $               | 1,000,000,000 |               | November 2010 |          | US Dollar
|US Dollar term loan floating-to-fixed rate swaps                         |  | $               | 800,000,000   |               | November 2011 |          | US Dollar
|Euro term loan floating-to-fixed rate swap                               |  | $               | 351,200,000   |               | November 2009 |          | Euro     

Foreign Currency Risk

Nielsen has managed its exposure to changes in foreign currency exchange rates attributable to certain of its long-term debt through the use of foreign currency swap derivative instruments. When the derivative financial instrument is deemed
to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive loss and recognized contemporaneously with the earnings effects of the hedged item.

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

In March 2009, Nielsen terminated
a foreign currency swap, which converted a portion of its Euro-denominated external debt to U.S. Dollar-denominated debt and had an original maturity in February 2010. No hedge designation had been made for this swap. Nielsen received a cash
settlement of approximately $2 million associated with this termination.



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Fair Values of Derivative Instruments in the Condensed Consolidated Balance Sheets

The fair values of the Companys derivative instruments as of June 30, 2009 and December 31, 2008 were as follows:



|                                                                       |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    
|---------------------------------------------------------------------- |  | ------------------ | - | ---------------------- | - | ------------------------------------------ |  | --------------------------- | -- | ------------------ | - | ---------------------- |  | ------------------------------------------ | - | --------------------------- | - | -- |  | - | -- |  | - | ---
|                                                                       |  | June 30, 2009      |   | December 31, 2008     
|(IN MILLIONS)                                                          |  | OtherCurrentAssets |   | OtherNon-CurrentAssets |   | AccountsPayable andOtherCurrentLiabilities |  | OtherNon-CurrentLiabilities |    | OtherCurrentAssets |   | OtherNon-CurrentAssets |  | AccountsPayable andOtherCurrentLiabilities |   | OtherNon-CurrentLiabilities
|Derivatives designated as hedging instruments under SFAS 133           |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    
|Interest Rate Swaps                                                    |  | $                  |  |                        | $ |                                           |  | $                           |   |                    | $ | 1                      |  | $                                          |  |                             | $ |   |  | $ | 32 |  | $ | 137
|Foreign Currency Swaps                                                 |  |                    |  |                        |   |                                           |  |                             |   |                    |   |                       |  |                                            |  |                             |   |   |  |   |   |  |   | 131
|                                                                       |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    
|Total derivatives designated as hedging instruments under SFAS 133     |  | $                  |  |                        | $ |                                           |  | $                           |   |                    | $ | 1                      |  | $                                          |  |                             | $ |   |  | $ | 32 |  | $ | 268
|                                                                       |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    
|Derivatives not designated as hedging instruments under SFAS 133       |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    
|Interest Rate Swaps                                                    |  | $                  |  |                        | $ |                                           |  | $                           | 32 |                    | $ | 120                    |  | $                                          |  |                             | $ |   |  | $ | 3  |  | $ |   
|Foreign Currency Swaps                                                 |  |                    |  |                        |   |                                           |  |                             |   |                    |   |                       |  |                                            |  |                             |   | 22 |  |   |   |  |   |   
|Foreign Currency Forward Contracts                                     |  |                    |  |                        |   |                                           |  |                             |   |                    |   |                       |  |                                            | 1 |                             |   |   |  |   | 2  |  |   |   
|                                                                       |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    
|Total derivatives not designated as hedging instruments under SFAS 133 |  | $                  |  |                        | $ |                                           |  | $                           | 32 |                    | $ | 120                    |  | $                                          | 1 |                             | $ | 22 |  | $ | 5  |  | $ |   
|                                                                       |  |                    |   |                        |   |                                            |  |                             |    |                    |   |                        |  |                                            |   |                             |   |    |  |   |    |  |   |    



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Derivatives in Cash Flow Hedging Relationships

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2009 and 2008 was as follows (amounts in millions):



|                                                                                                                                                                      |      |                                                                                               |     |      |                                                                               |   |                                                                                                  |      |  |                                                                                                                                               |      |   |     |      |  |   |      |   |  |   |     |   |  |   |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------- | --- | ---- | ----------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------ | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------- | ---- | - | --- | ---- |  | - | ---- | - |  | - | --- | - |  | - | -
|Derivatives in SFAS 133
Cash Flow Hedging Relationships                                                                                                               |      | Amount ofGain/(Loss)Recognized in OCIon Derivative(Effective Portion)June 30,                 |     |      | Location of Gain/(Loss) Reclassified from OCI into
Income (Effective Portion) |   | Amount of
Gain/(Loss)Reclassified fromOCI into Income(Effective Portion)June 30,                 |      |  | Amount of Gain/(Loss)Recognized inIncome onDerivative(Ineffective Portionand
AmountExcluded fromEffectivenessTesting)June 30,                
|                                                                                                                                                                      | 2009 |                                                                                               |     | 2008 |                                                                               |   |                                                                                                  | 2009 |  |                                                                                                                                               | 2008 |   |     | 2009 |  |   | 2008
|Interest Rate Swaps                                                                                                                                                   |      | $                                                                                             | 7   |      |                                                                               | $ | 77                                                                                               |      |  | Interest expense                                                                                                                              |      | $ |    |      |  | $ | (14  | ) |  | $ | (24 | ) |  | $ | 
|Foreign Currency Swap                                                                                                                                                 |      |                                                                                               | 15  |      |                                                                               |   | 2                                                                                                |      |  | Foreign currency exchange transaction gains/(losses), net                                                                                     |      |   | 16  |      |  |   | 2    |   |  |   |    |   |  |   | 
|                                                                                                                                                                      |      |                                                                                               |     |      |                                                                               |   |                                                                                                  |      |  |                                                                                                                                               |      |   |     |      |  |   |      |   |  |   |     |   |  |   |  
|Total                                                                                                                                                                 |      | $                                                                                             | 22  |      |                                                                               | $ | 79                                                                                               |      |  |                                                                                                                                               |      | $ | 16  |      |  | $ | (12  | ) |  | $ | (24 | ) |  | $ | 
|                                                                                                                                                                      |      |                                                                                               |     |      |                                                                               |   |                                                                                                  |      |  |                                                                                                                                               |      |   |     |      |  |   |      |   |  |   |     |   |  |   |  
|                                                                                                                                                                     
|The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2009 and 2008 was as follows (amounts in
millions):
|                                                                                                                                                                      |      |                                                                                               |     |     
|Derivatives in SFAS 133
Cash Flow Hedging Relationships                                                                                                               |      | Amount ofGain/(Loss)Recognized in OCIon Derivative(Effective Portion)Six months endedJune 30, |     |      | Location of Gain/(Loss) Reclassified from OCI into Income
(Effective Portion) |   | Amount of
Gain/(Loss)Reclassified fromOCI into Income(Effective Portion)Six months endedJune 30, |      |  | Amount of Gain/(Loss)Recognized inIncome onDerivative(Ineffective Portionand
AmountExcluded fromEffectivenessTesting)Six months endedJune 30,
|                                                                                                                                                                      | 2009 |                                                                                               |     | 2008 |                                                                               |   |                                                                                                  | 2009 |  |                                                                                                                                               | 2008 |   |     | 2009 |  |   | 2008
|Interest Rate Swaps                                                                                                                                                   |      | $                                                                                             | (18 | )    |                                                                               | $ | (10                                                                                              | )    |  | Interest expense                                                                                                                              |      | $ | (25 | )    |  | $ | (21  | ) |  | $ | (37 | ) |  | $ | 
|Foreign Currency Swap                                                                                                                                                 |      |                                                                                               | 23  |      |                                                                               |   | (34                                                                                              | )    |  | Foreign currency exchange transaction gains/(losses), net                                                                                     |      |   | 28  |      |  |   | (34  | ) |  |   |    |   |  |   | 
|                                                                                                                                                                      |      |                                                                                               |     |      |                                                                               |   |                                                                                                  |      |  |                                                                                                                                               |      |   |     |      |  |   |      |   |  |   |     |   |  |   |  
|Total                                                                                                                                                                 |      | $                                                                                             | 5   |      |                                                                               | $ | (44                                                                                              | )    |  |                                                                                                                                               |      | $ | 3   |      |  | $ | (55  | ) |  | $ | (37 | ) |  | $ | 
|                                                                                                                                                                      |      |                                                                                               |     |      |                                                                               |   |                                                                                                  |      |  |                                                                                                                                               |      |   |     |      |  |   |      |   |  |   |     |   |  |   |  

Derivatives Not Designated as Hedging Instruments

The pre-tax effect of derivative instruments not designated as hedges for the three months ended June 30, 2009 and 2008 was as follows (amounts in millions):



|                                                                 |  |                                                                              |  |                                                                          |      |   |  |   |    |  
|---------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | - |  | - | -- | -
|Derivatives Not Designated as Hedging Instruments Under SFAS 133 |  | Location of Gain/(Loss) Recognized in Statement of Operations on Derivatives |  | Amount of Gain/(Loss)Recognized in Statement ofOperations on Derivatives |     
|                                                                 |  | Three months endedJune 30,                                                   | 
|                                                                 |  | 2009                                                                         |  |                                                                          | 2008 |  
|Interest Rate Swaps                                              |  | (Loss)/gain on derivative instruments                                        |  | $                                                                        | (11  | ) |  | $ | 1  |  
|Foreign Currency Swaps                                           |  | (Loss)/gain on derivative instruments                                        |  |                                                                          |     |   |  |   | (1 | )
|Foreign Currency Forward Contracts                               |  | (Loss)/gain on derivative instruments                                        |  |                                                                          |     |   |  |   | 3  |  
|                                                                 |  |                                                                              |  |                                                                          |      |   |  |   |    |  
|Total                                                            |  |                                                                              |  | $                                                                        | (11  | ) |  | $ | 3  |  
|                                                                 |  |                                                                              |  |                                                                          |      |   |  |   |    |  



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The pre-tax effect of derivative instruments not designated as hedges for the six months ended June 30, 2009 and
2008 was as follows (amounts in millions):



|                                                                 |  |                                                                              |  |                                                                          |      |   |  |   |   
|---------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | - |  | - | --
|Derivatives Not Designated as Hedging Instruments Under SFAS 133 |  | Location of Gain/(Loss) Recognized in Statement of Operations on Derivatives |  | Amount of Gain/(Loss)Recognized in Statement ofOperations on Derivatives
|                                                                 |  | Six Months EndedJune 30,                                                    
|                                                                 |  | 2009                                                                         |  |                                                                          | 2008
|Interest Rate Swaps                                              |  | (Loss)/gain on derivative instruments                                        |  | $                                                                        | (9   | ) |  | $ | 2 
|Foreign Currency Swaps                                           |  | (Loss)/gain on derivative instruments                                        |  |                                                                          | (19  | ) |  |   | 23
|Foreign Currency Forward Contracts                               |  | (Loss)/gain on derivative instruments                                        |  |                                                                          | (5   | ) |  |   | 8 
|                                                                 |  |                                                                              |  |                                                                          |      |   |  |   |   
|Total                                                            |  |                                                                              |  | $                                                                        | (33  | ) |  | $ | 33
|                                                                 |  |                                                                              |  |                                                                          |      |   |  |   |   

8. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of June 30, 2009.



|                                                                                                                                                                    |                      |               |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------------- | - | ----------------- | - | --------- |  | -------------------- | ----- |  | -------------- | - | --------- | - | ----- |  | - | -----
|(IN MILLIONS)                                                                                                                                                       |                      | June 30, 2009 |   | December 31, 2008
|                                                                                                                                                                    | WeightedInterestRate |               |   | CarryingAmount    |   | FairValue |  | WeightedInterestRate |       |  | CarryingAmount |   | FairValue
|Senior secured term loan ($2,988 million and $4,525 million at June 30, 2009 and December 31, 2008, respectively) (LIBOR based
variable rate of 2.32%) due 2013     |                      |               |   |                   | $ | 2,988     |  | $                    | 2,676 |  |                |   |           | $ | 4,426 |  | $ | 2,979
|$1,008 million senior secured term loan (LIBOR based variable rate of 4.07%) due 2016                                                                               |                      |               |   |                   |   | 1,005     |  |                      | 903   |  |                |   |           |   |      |  |   |     
|Senior secured term loan (EUR 325 million and EUR 546 million at June 30, 2009 and December 31, 2008, respectively)
(EURIBOR based variable rate of 2.95%) due 2013 |                      |               |   |                   |   | 457       |  |                      | 411   |  |                |   |           |   | 759   |  |   | 513  
|EUR 175 million senior secured term loan (EURIBOR based variable rate of 4.70%) due 2016                                                                            |                      |               |   |                   |   | 245       |  |                      | 221   |  |                |   |           |   |      |  |   |     
|$500 million 8.50% senior secured term loan due 2017                                                                                                                |                      |               |   |                   |   | 500       |  |                      | 490   |  |                |   |           |   |      |  |   |     
|$688 million senior secured revolving credit facility (EURIBOR or LIBOR based variable rate of 2.31%) due 2012                                                      |                      |               |   |                   |   | 75        |  |                      | 66    |  |                |   |           |   | 295   |  |   | 199  
|                                                                                                                                                                    |                      |               |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      
|Total senior secured credit facilities (with weighted average interest rate)                                                                                        |                      | 3.62          | % |                   |   | 5,270     |  |                      | 4,767 |  | 4.47           | % |           |   | 5,480 |  |   | 3,691
|$1,070 million 12.50% senior subordinated discount debenture loan due 2016                                                                                          |                      |               |   |                   |   | 833       |  |                      | 535   |  |                |   |           |   | 784   |  |   | 303  
|$870 million 10.00% senior debenture loan due 2014                                                                                                                  |                      |               |   |                   |   | 869       |  |                      | 821   |  |                |   |           |   | 869   |  |   | 691  
|$500 million 11.5% senior debenture loan due 2016                                                                                                                   |                      |               |   |                   |   | 461       |  |                      | 447   |  |                |   |           |   |      |  |   |     
|$330 million 11.625% senior debenture loan due 2014                                                                                                                 |                      |               |   |                   |   | 299       |  |                      | 295   |  |                |   |           |   |      |  |   |     
|EUR 343 million 11.125% senior discount debenture loan due 2016                                                                                                     |                      |               |   |                   |   | 385       |  |                      | 235   |  |                |   |           |   | 362   |  |   | 89   
|EUR 150 million 9.00% senior debenture loan due 2014                                                                                                                |                      |               |   |                   |   | 211       |  |                      | 181   |  |                |   |           |   | 209   |  |   | 136  
|GBP 250 million 5.625% debenture loan (EMTN) due 2010 or 2017                                                                                                       |                      |               |   |                   |   |          |  |                      |      |  |                |   |           |   | 366   |  |   | 285  
|EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 2.64%) due 2010                                                      |                      |               |   |                   |   | 70        |  |                      | 63    |  |                |   |           |   | 70    |  |   | 53   
|EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 2.81%) due 2012                                                      |                      |               |   |                   |   | 70        |  |                      | 56    |  |                |   |           |   | 70    |  |   | 45   
|EUR 30 million 6.75% private placement debenture loan (EMTN) due 2012                                                                                               |                      |               |   |                   |   | 44        |  |                      | 35    |  |                |   |           |   | 44    |  |   | 28   
|JPY 4,000 million 2.50% private placement debenture loan (EMTN) due 2011                                                                                            |                      |               |   |                   |   | 43        |  |                      | 34    |  |                |   |           |   | 45    |  |   | 32   
|                                                                                                                                                                    |                      |               |   |                   |   |           |  |                      |       |  |                |   |           |   |       |  |   |      



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|                                                                                                             |                      |               |   |                   |   |           |  |                      |  |       |                |  |           |       |  |      
|------------------------------------------------------------------------------------------------------------ | -------------------- | ------------- | - | ----------------- | - | --------- |  | -------------------- |  | ----- | -------------- |  | --------- | ----- |  | -----
|(IN MILLIONS)                                                                                                |                      | June 30, 2009 |   | December 31, 2008
|                                                                                                             | WeightedInterestRate |               |   | CarryingAmount    |   | FairValue |  | WeightedInterestRate |  |       | CarryingAmount |  | FairValue
|Total debenture loans (with weighted average interest rate)                                                  |                      | 12.08         | % |                   |   | 3,285     |  | 2,702                |  | 10.67 | %              |  |           | 2,819 |  | 1,662
|Other loans                                                                                                  |                      | 1.82          | % |                   |   | 1         |  | 1                    |  | 6.28  | %              |  |           | 8     |  | 8    
|                                                                                                             |                      |               |   |                   |   |           |  |                      |  |       |                |  |           |       |  |      
|Total long-term debt                                                                                         |                      | 6.87          | % |                   |   | 8,556     |  | 7,470                |  | 6.57  | %              |  |           | 8,307 |  | 5,361
|Capital lease and other obligations                                                                          |                      |               |   |                   |   | 133       |  |                      |  |       |                |  |           | 121   |  |      
|Short-term debt                                                                                              |                      |               |   |                   |   | 3         |  |                      |  |       |                |  |           | 2     |  |      
|Bank overdrafts                                                                                              |                      |               |   |                   |   | 22        |  |                      |  |       |                |  |           | 64    |  |      
|                                                                                                             |                      |               |   |                   |   |           |  |                      |  |       |                |  |           |       |  |      
|Total debt and other financing arrangements                                                                  |                      |               |   |                   |   | 8,714     |  |                      |  |       |                |  |           | 8,494 |  |      
|Less: Current portion of long-term debt, capital lease and other obligations and other short-term borrowings |                      |               |   |                   |   | 121       |  |                      |  |       |                |  |           | 421   |  |      
|                                                                                                             |                      |               |   |                   |   |           |  |                      |  |       |                |  |           |       |  |      
|Non-current portion of long-term debt and capital lease and other obligations                                |                      |               |   |                   | $ | 8,593     |  |                      |  |       |                |  | $         | 8,073 |  |      
|                                                                                                             |                      |               |   |                   |   |           |  |                      |  |       |                |  |           |       |  |      

The fair value of the Companys long-term debt instruments was based on the yield on public debt where
available or current borrowing rates available for financings with similar terms and maturities.

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



|                                         |  |   |      
|---------------------------------------- |  | - | -----
|(IN MILLIONS)                            |  |  
|For July 1, 2009 to December 31, 2009(1) |  | $ | 82   
|2010                                     |  |   | 82   
|2011                                     |  |   | 55   
|2012                                     |  |   | 126  
|2013                                     |  |   | 3,457
|2014                                     |  |   | 1,391
|Thereafter                               |  |   | 3,363
|                                         |  |   |      
|                                         |  | $ | 8,556
|                                         |  |   |      



|(1) | Maturity includes $75 million associated with the Companys senior secured revolving credit facility due in August 2012.
|--- | ------------------------------------------------------------------------------------------------------------------------

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

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

In April 2009 Nielsen issued $500 million in aggregate principal amount of 11.5% Senior Notes due 2016 at an issue price of $461 million with cash
proceeds of approximately $452 million, net of fees and expenses.

In June 2009, the Company purchased and cancelled all of its remaining outstanding GBP
149 million 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby the Company paid, and participating note holders received, par value for the notes, plus accrued interest. In conjunction with the GBP note
cancellation the Company satisfied, and paid in cash, the remarketing settlement value to the two holders of the remaining portion of the remarketing option associated with the notes. In addition, the Company unwound the remaining portion of its
existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. The Company recorded a net loss of approximately $12 million in June 2009 as a component of other expense, net in the condensed
consolidated statement of operations as a result of the combined elements of this transaction. The net cash paid for the combined elements of this transaction was approximately $330 million.



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In June 2009 Nielsen Finance LLC (Nielsen Finance), a wholly owned subsidiary of the Company, entered into a
Senior Secured Loan Agreement with Goldman Sachs Lending Partners, LLC, which provides for senior secured term loans in the aggregated principal amount of $500 million (the New Term Loans) bearing interest at a fixed rate of 8.50%. The
New Term Loans are secured on a pari passu basis with the Companys existing obligations under its senior secured credit facilities and have a maturity of eight years. The net proceeds from the issuance of the New Term Loans of approximately
$481 million were used in their entirety to pay down senior secured term loan obligations under the Companys existing senior secured credit facilities.

In June 2009 Nielsen Finance received the requisite consent to amend its senior secured credit facilities to permit, among other things: (i) future issuances of additional secured notes or loans, which may include, in each case,
indebtedness secured on a pari passu basis with Nielsen Finances obligations under the senior secured credit facilities, so long as (a) the net cash proceeds from any such issuance are used to prepay term loans under the senior secured
credit facilities at par until $500 million of term loans have been paid, and (b) 90% of the net cash proceeds in excess of the first $500 million from any such issuance (but all of the net cash proceeds after the first $2.0 billion) are used
to prepay term loans under the senior secured credit facilities at par; and (ii) allow Nielsen Finance to agree with lenders to extend the maturity of their term loans and revolving commitments and for it to pay increased interest rates or
otherwise modify the terms of their loans in connection with such an extension (subject to certain limitations, including mandatory increases of interest rates under certain circumstances) (collectively, the Amendment). In connection
with the Amendment, Nielsen Finance extended the maturity of $1.25 billion of their existing term loans from August 9, 2013 to May 1, 2016. The interest rate margins of term loans that were extended were increased to 3.75%. The Amendment
and the subsequent extension of maturity of a portion of the existing term loans is considered a modification of the Companys existing obligations and has been reflected as such in the condensed consolidated financial statements. The Company
recorded a charge of approximately $4 million during the three months ended June 30, 2009 as a component of other expense, net in the condensed consolidated statement of operations primarily relating to the write-off of previously deferred debt
issuance costs as a result of this modification.

9. Comprehensive Income/(Loss)

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



|                                                                           |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  
|-------------------------------------------------------------------------- |  | -------------------------- | --- | ------------------------ | ---- | - | ---- |  | - | ---- | - |  | - | --- | -
|                                                                           |  | Three Months EndedJune 30, |     | Six Months EndedJune 30, |     
|(IN MILLIONS)                                                              |  | 2009                       |     |                          | 2008 |   | 2009 |  |   | 2008 |  
|Net (loss)/income                                                          |  | $                          | (9  | )                        |      | $ | 16   |  | $ | (4   | ) |  | $ | (66 | )
|Other comprehensive income/(loss), net of tax                              |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  
|Unrealized gains/(losses) on:                                              |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  
|Currency translation adjustments                                           |  |                            | 232 |                          |      |   | 50   |  |   | 162  |   |  |   | 21  |  
|Available-for-sale securities                                              |  |                            | (1  | )                        |      |   |     |  |   | (2   | ) |  |   | 3   |  
|Changes in the fair value of cash flow hedges                              |  |                            | 14  |                          |      |   | 50   |  |   | 12   |   |  |   | 3   |  
|Pension liability                                                          |  |                            | (1  | )                        |      |   |     |  |   | (1   | ) |  |   |    |  
|                                                                           |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  
|Total other comprehensive income                                           |  |                            | 244 |                          |      |   | 100  |  |   | 171  |   |  |   | 27  |  
|                                                                           |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  
|Total comprehensive income/(loss)                                          |  |                            | 235 |                          |      |   | 116  |  |   | 167  |   |  |   | (39 | )
|                                                                           |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  
|Less: comprehensive income attributable to noncontrolling interests        |  |                            | 1   |                          |      |   | 1    |  |   | 1    |   |  |   | 1   |  
|Total comprehensive income/(loss) attributable to The Nielsen Company B.V. |  | $                          | 234 |                          |      | $ | 115  |  | $ | 166  |   |  | $ | (40 | )
|                                                                           |  |                            |     |                          |      |   |      |  |   |      |   |  |   |     |  

10. Share-Based Compensation

In the second quarter of 2009, the Company determined that it is not probable that the performance options that were expected to vest on December 31, 2010 and 2011 would vest. Because the performance options are
no longer expected to vest, the cumulative share based compensation expense of $10 million related to these options was reversed; including $8 million recorded in prior years, and was accounted for as a change in estimate. Further, on June 2,
2009, a modification was made to the vesting provisions of the performance options scheduled to vest on December 31, 2010 and 2011. If the respective performance targets are not achieved, the modification will allow those performance options to
convert to time-based options, subject to continued employment, with a stated vesting date of December 31, 2012 and December 31, 2013 for the 2010 and 2011 options, respectively.



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11. Income Taxes

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

The effective tax rates for the three months ended June 30, 2009 and 2008 were 59% (benefit) and 57%, respectively. The effective tax rates for the six months ended June 30, 2009 and 2008 were 65% (benefit) and 19% (benefit)
respectively.

The effective tax benefit rate for the three months ended June 30, 2009 is higher than the statutory rate primarily due to the
favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where the Company files tax returns and contingencies which were partially offset by the change in interest on liabilities for
unrecognized income tax benefits. The effective tax rate for the three months ended June 30, 2008 was higher than the statutory rate primarily due to foreign withholding tax and unfavorable audit settlements in foreign jurisdictions that
occurred in the quarter.

The effective tax rate for the six months ended June 30, 2009 is higher than the statutory rate primarily due to the
favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where the Company files tax returns and contingencies which were partially offset by the change in interest on liabilities for
unrecognized income tax benefits. The effective tax benefit rate for the six months ended June 30, 2008 was lower than the statutory rate primarily due to interest on the tax accruals, state and foreign withholding taxes, audit settlements and
certain non-deductible charges, which are partially offset by the impact of the tax rate differences in other jurisdictions where the Company files tax returns.

Liabilities for unrecognized income tax benefits totaled $172 million and $187 million as of June 30, 2009 and December 31, 2008, respectively.

The Company files numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal income tax
examinations for 2003 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 2006. The Internal Revenue Service (IRS) commenced
examinations of certain of the Companys U.S. Federal income tax returns for 2004 in the third quarter of 2006. The IRS also commenced examinations of certain of the Companys U.S. Federal income tax returns for 2006 and 2007 in the first
quarter of 2009. The Company is also under Canadian audit for the years 2002 through 2006. With the exception of the 2006 and 2007 U.S. Federal examinations, it is anticipated that all examinations will be completed within the next twelve
months. To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination.

12. Related Party Transactions

The Company recorded $3 million and $6 million in selling, general and administrative
expenses related to Sponsor management fees, travel and consulting for both the three and six months ended June 30, 2009 and June 30, 2008, respectively.

In June 2009, Valcon Acquisition Holding BV granted 350,000 time-based stock options to affiliates of Centerview Partners (Centerview), a shareholder of a Nielsen parent, in connection with one of its partners being elected
Chairman of the Supervisory Board of Nielsen. As of June 30, 2009, Centerview collectively holds 500,000 performance-based options and 350,000 time-based options to purchase shares in Valcon.

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 A.C. Nielsen Company (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 Valcon, 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.



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##### Table of Contents

Pursuant to the agreements affecting the 1996 Spin-Off, among other factors, 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.

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. In June 2009, Nielsen paid approximately $11 million for the settlement of all probable claims relating to these matters.

Sunbeam Television Corp.

Sunbeam Television Corp.
(Sunbeam) filed a lawsuit in Federal District Court in Miami, Florida on April 30, 2009. The lawsuit alleges that Nielsen Media Research, Inc. violated Federal and Florida state antitrust laws and Floridas unfair trade
practices laws by attempting to maintain a monopoly and abuse its position in the market, and breached its contract with Sunbeam by producing defective ratings data through its sampling methodology. The complaint does not specify the amount of
damages sought and seeks declaratory and equitable relief. Nielsen believes this lawsuit is without merit and intends to defend it vigorously.

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.

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.

During the second quarter of 2009, to conform to a change in management reporting, Nielsen reclassified a product group specific to internet measurement from the Consumer
Services segment to the Media segment. The product group was moved to the Media segment to align with the current management reporting of the internet measurement business. The business segment results have been reclassified for comparison purposes
for all periods presented in the condensed consolidated financial statements and the impact is immaterial.

Information with respect to the operations of
each Nielsen business segment for the three and six months ended June 30, 2009 and 2008, as well as total assets for each business segment as of June 30, 2009 and December 31, 2008, are set forth below based on the nature of the
products and services offered and geographic areas of operations.

Three months ended June 30, 2009 and June 30, 2008



|                                     |  |                  |       |   |       |   |       |               |  |           |       |  |       |     |   |  |   |        |  
|------------------------------------ |  | ---------------- | ----- | - | ----- | - | ----- | ------------- |  | --------- | ----- |  | ----- | --- | - |  | - | ------ | -
|(IN MILLIONS)                        |  | ConsumerServices |       |   | Media |   |       | BusinessMedia |  | Corporate |       |  | Total |    
|2009                                 |  |                  |       |   |       |   |       |               |  |           |       |  |       |     |   |  |   |        |  
|Revenues                             |  | $                | 661   |   |       | $ | 475   |               |  | $         | 91    |  | $     |    |   |  | $ | 1,227  |  
|Depreciation and amortization        |  | $                | 46    |   |       | $ | 77    |               |  | $         | 11    |  | $     | 3   |   |  | $ | 137    |  
|Restructuring costs                  |  | $                | (2    | ) |       | $ | 6     |               |  | $         | 2     |  | $     |    |   |  | $ | 6      |  
|Share-Based Compensation             |  | $                | (1    | ) |       | $ | (1    | )             |  | $         |      |  | $     | (3  | ) |  | $ | (5     | )
|Operating income                     |  | $                | 94    |   |       | $ | 103   |               |  | $         | 7     |  | $     | (20 | ) |  | $ | 184    |  
|Total assets as of June 30, 2009     |  | $                | 6,159 |   |       | $ | 7,764 |               |  | $         | 1,180 |  | $     | 313 |   |  | $ | 15,416 |  
|2008                                 |  |                  |       |   |       |   |       |               |  |           |       |  |       |     |   |  |   |        |  
|Revenues                             |  | $                | 742   |   |       | $ | 428   |               |  | $         | 133   |  | $     | 1   |   |  | $ | 1,304  |  
|Depreciation and amortization        |  | $                | 46    |   |       | $ | 66    |               |  | $         | 11    |  | $     | 2   |   |  | $ | 125    |  
|Restructuring costs                  |  | $                | 5     |   |       | $ | 2     |               |  | $         | 1     |  | $     | 1   |   |  | $ | 9      |  
|Share-Based Compensation             |  | $                | 1     |   |       | $ | 2     |               |  | $         | 1     |  | $     | 3   |   |  | $ | 7      |  
|Operating income                     |  | $                | 76    |   |       | $ | 77    |               |  | $         | 32    |  | $     | (16 | ) |  | $ | 169    |  
|Total assets as of December 31, 2008 |  | $                | 5,912 |   |       | $ | 7,742 |               |  | $         | 1,220 |  | $     | 484 |   |  | $ | 15,358 |  



19



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##### Table of Contents

Six months ended June 30, 2009 and June 30, 2008



|                              |  |                  |       |       |   |               |  |           |     |  |       |     |   |  |   |       |  
|----------------------------- |  | ---------------- | ----- | ----- | - | ------------- |  | --------- | --- |  | ----- | --- | - |  | - | ----- | -
|(IN MILLIONS)                 |  | ConsumerServices |       | Media |   | BusinessMedia |  | Corporate |     |  | Total |    
|2009                          |  |                  |       |       |   |               |  |           |     |  |       |     |   |  |   |       |  
|Revenues                      |  | $                | 1,253 |       | $ | 931           |  | $         | 176 |  | $     |    |   |  | $ | 2,360 |  
|Depreciation and amortization |  | $                | 91    |       | $ | 151           |  | $         | 22  |  | $     | 5   |   |  | $ | 269   |  
|Restructuring costs           |  | $                | 1     |       | $ | 6             |  | $         | 3   |  | $     | 1   |   |  | $ | 11    |  
|Share-Based Compensation      |  | $                |      |       | $ |              |  | $         |    |  | $     | (1  | ) |  | $ | (1    | )
|Operating income              |  | $                | 136   |       | $ | 182           |  | $         | 17  |  | $     | (42 | ) |  | $ | 293   |  
|2008                          |  |                  |       |       |   |               |  |           |     |  |       |     |   |  |   |       |  
|Revenues                      |  | $                | 1,419 |       | $ | 844           |  | $         | 256 |  | $     | (1  | ) |  | $ | 2,518 |  
|Depreciation and amortization |  | $                | 91    |       | $ | 126           |  | $         | 21  |  | $     | 4   |   |  | $ | 242   |  
|Restructuring costs           |  | $                | 9     |       | $ | 3             |  | $         | 1   |  | $     | 3   |   |  | $ | 16    |  
|Share-Based Compensation      |  | $                | 3     |       | $ | 4             |  | $         | 1   |  | $     | 5   |   |  | $ | 13    |  
|Operating income              |  | $                | 115   |       | $ | 147           |  | $         | 58  |  | $     | (36 | ) |  | $ | 284   |  

15. Guarantor Financial Information

The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the Issuers) and its guarantor and non-guarantor subsidiaries, all as
defined in the credit agreements, the condensed consolidating balance sheet as of June 30, 2009 and December 31, 2008 and condensed consolidating statements of operations for the three and six months ended June 30, 2009 and 2008 and
cash flows for the six months ended June 30, 2009 and 2008. The Senior Notes and the Senior Subordinated Discount Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned
subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., Nielsen Business Media Holding Company, TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and
the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen Business Media Holding Company, in each case to the extent that such entities provide a guarantee under the senior secured credit
facilities. The issuers are the Company and the subsidiary issuers (Nielsen Finance LLC and Nielsen Finance Co.), both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All
of Nielsens operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.



20



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Balance Sheet (Unaudited)

June 30, 2009



|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|-------------------------------------------------------------------------------------- |  | ------ | ----- | ------- | - | ----- | --------- |  | ------------- | ------ | ----------- | - | ----- | ------------ | - | ------- | - |  | - | ------
|(IN MILLIONS)                                                                          |  | Parent |       | Issuers |   |       | Guarantor |  | Non-Guarantor |        | Elimination |   |       | Consolidated
|Assets:                                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current assets                                                                         |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Cash and cash equivalents                                                              |  | $      | 1     |         | $ |      |           |  | $             | 57     |             | $ | 328   |              | $ |        |   |  | $ | 386   
|Trade and other receivables, net                                                       |  |        |      |         |   |      |           |  |               | 379    |             |   | 558   |              |   |        |   |  |   | 937   
|Prepaid expenses and other current assets                                              |  |        | 3     |         |   | 23    |           |  |               | 93     |             |   | 97    |              |   |        |   |  |   | 216   
|Intercompany receivables                                                               |  |        | 324   |         |   | 115   |           |  |               | 406    |             |   | 378   |              |   | (1,223  | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current assets                                                                   |  |        | 328   |         |   | 138   |           |  |               | 935    |             |   | 1,361 |              |   | (1,223  | ) |  |   | 1,539 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current assets                                                                     |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Property, plant and equipment, net                                                     |  |        |      |         |   |      |           |  |               | 361    |             |   | 233   |              |   |        |   |  |   | 594   
|Goodwill                                                                               |  |        |      |         |   |      |           |  |               | 5,300  |             |   | 2,017 |              |   |        |   |  |   | 7,317 
|Other intangible assets, net                                                           |  |        |      |         |   |      |           |  |               | 3,846  |             |   | 1,240 |              |   |        |   |  |   | 5,086 
|Deferred tax assets                                                                    |  |        | 5     |         |   | 45    |           |  |               | 226    |             |   | 47    |              |   |        |   |  |   | 323   
|Other non-current assets                                                               |  |        | 8     |         |   | 114   |           |  |               | 322    |             |   | 113   |              |   |        |   |  |   | 557   
|Equity investment in subsidiaries                                                      |  |        | 3,051 |         |   |      |           |  |               | 3,879  |             |   |      |              |   | (6,930  | ) |  |   |      
|Intercompany loans                                                                     |  |        | 266   |         |   | 7,705 |           |  |               | 949    |             |   | 1,523 |              |   | (10,443 | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total assets                                                                           |  | $      | 3,658 |         | $ | 8,002 |           |  | $             | 15,818 |             | $ | 6,534 |              | $ | (18,596 | ) |  | $ | 15,416
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Liabilities and equity:                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current liabilities                                                                    |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Accounts payable and other current liabilities                                         |  | $      | 1     |         | $ | 121   |           |  | $             | 265    |             | $ | 511   |              | $ |        |   |  | $ | 898   
|Deferred revenues                                                                      |  |        |      |         |   |      |           |  |               | 265    |             |   | 177   |              |   |        |   |  |   | 442   
|Income tax liabilities                                                                 |  |        | 4     |         |   |      |           |  |               | 64     |             |   | 37    |              |   |        |   |  |   | 105   
|Current portion of long-term debt, capital lease obligations and short-term borrowings |  |        |      |         |   | 12    |           |  |               | 98     |             |   | 11    |              |   |        |   |  |   | 121   
|Intercompany payables                                                                  |  |        |      |         |   | 184   |           |  |               | 783    |             |   | 256   |              |   | (1,223  | ) |  |   |      
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current liabilities                                                              |  |        | 5     |         |   | 317   |           |  |               | 1,475  |             |   | 992   |              |   | (1,223  | ) |  |   | 1,566 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current liabilities                                                                |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Long-term debt and capital lease obligations                                           |  |        | 612   |         |   | 7,856 |           |  |               | 107    |             |   | 18    |              |   |        |   |  |   | 8,593 
|Deferred tax liabilities                                                               |  |        |      |         |   |      |           |  |               | 1,454  |             |   | 126   |              |   |        |   |  |   | 1,580 
|Intercompany loans                                                                     |  |        |      |         |   |      |           |  |               | 9,494  |             |   | 949   |              |   | (10,443 | ) |  |   |      
|Other non-current liabilities                                                          |  |        | 2     |         |   | 110   |           |  |               | 237    |             |   | 272   |              |   |        |   |  |   | 621   
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities                                                                      |  |        | 619   |         |   | 8,283 |           |  |               | 12,767 |             |   | 2,357 |              |   | (11,666 | ) |  |   | 12,360
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total shareholders equity                                                             |  |        | 3,039 |         |   | (281  | )         |  |               | 3,051  |             |   | 4,160 |              |   | (6,930  | ) |  |   | 3,039 
|Noncontrolling interests                                                               |  |        |      |         |   |      |           |  |               |       |             |   | 17    |              |   |        |   |  |   | 17    
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total equity                                                                           |  |        | 3,039 |         |   | (281  | )         |  |               | 3,051  |             |   | 4,177 |              |   | (6,930  | ) |  |   | 3,056 
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities and equity                                                           |  | $      | 3,658 |         | $ | 8,002 |           |  | $             | 15,818 |             | $ | 6,534 |              | $ | (18,596 | ) |  | $ | 15,416
|                                                                                       |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       



21



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The Nielsen Company B.V.

Condensed Consolidated Balance Sheet

December 31, 2008



|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|-------------------------------------------------------------------------------------------- |  | ------ | ----- | ------- | - | ----- | --------- |  | ------------- | ------ | ----------- | - | ----- | ------------ | - | ------- | - |  | - | ------
|(IN MILLIONS)                                                                                |  | Parent |       | Issuers |   |       | Guarantor |  | Non-Guarantor |        | Elimination |   |       | Consolidated
|Assets:                                                                                      |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current assets                                                                               |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Cash and cash equivalents                                                                    |  | $      | 1     |         | $ |      |           |  | $             | 162    |             | $ | 303   |              | $ |        |   |  | $ | 466   
|Trade and other receivables, net                                                             |  |        |      |         |   |      |           |  |               | 427    |             |   | 531   |              |   |        |   |  |   | 958   
|Prepaid expenses and other current assets                                                    |  |        | 2     |         |   | 17    |           |  |               | 74     |             |   | 96    |              |   |        |   |  |   | 189   
|Intercompany receivables                                                                     |  |        | 346   |         |   | 105   |           |  |               | 385    |             |   | 394   |              |   | (1,230  | ) |  |   |      
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current assets                                                                         |  |        | 349   |         |   | 122   |           |  |               | 1,048  |             |   | 1,324 |              |   | (1,230  | ) |  |   | 1,613 
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current assets                                                                           |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Property, plant and equipment, net                                                           |  |        |      |         |   |      |           |  |               | 378    |             |   | 225   |              |   |        |   |  |   | 603   
|Goodwill                                                                                     |  |        |      |         |   |      |           |  |               | 5,284  |             |   | 1,901 |              |   |        |   |  |   | 7,185 
|Other intangible assets, net                                                                 |  |        |      |         |   |      |           |  |               | 3,888  |             |   | 1,182 |              |   |        |   |  |   | 5,070 
|Deferred tax assets                                                                          |  |        |      |         |   | 64    |           |  |               | 216    |             |   | 39    |              |   |        |   |  |   | 319   
|Other non-current assets                                                                     |  |        | 20    |         |   | 107   |           |  |               | 266    |             |   | 175   |              |   |        |   |  |   | 568   
|Equity investment in subsidiaries                                                            |  |        | 2,881 |         |   |      |           |  |               | 3,760  |             |   |      |              |   | (6,641  | ) |  |   |      
|Intercompany loans                                                                           |  |        | 632   |         |   | 6,929 |           |  |               | 985    |             |   | 1,564 |              |   | (10,110 | ) |  |   |      
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total assets                                                                                 |  | $      | 3,882 |         | $ | 7,222 |           |  | $             | 15,825 |             | $ | 6,410 |              | $ | (17,981 | ) |  | $ | 15,358
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Liabilities and equity:                                                                      |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Current liabilities                                                                          |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Accounts payable and other current liabilities                                               |  | $      | 17    |         | $ | 113   |           |  | $             | 327    |             | $ | 562   |              | $ |        |   |  | $ | 1,019 
|Deferred revenues                                                                            |  |        |      |         |   |      |           |  |               | 280    |             |   | 158   |              |   |        |   |  |   | 438   
|Income tax liabilities                                                                       |  |        | 4     |         |   |      |           |  |               | 92     |             |   | 42    |              |   |        |   |  |   | 138   
|Current portion of long-term debt, capital lease obligations and other short-term borrowings |  |        |      |         |   | 45    |           |  |               | 359    |             |   | 17    |              |   |        |   |  |   | 421   
|Intercompany payables                                                                        |  |        |      |         |   | 170   |           |  |               | 805    |             |   | 255   |              |   | (1,230  | ) |  |   |      
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total current liabilities                                                                    |  |        | 21    |         |   | 328   |           |  |               | 1,863  |             |   | 1,034 |              |   | (1,230  | ) |  |   | 2,016 
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Non-current liabilities                                                                      |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Long-term debt and capital lease obligations                                                 |  |        | 957   |         |   | 7,002 |           |  |               | 97     |             |   | 17    |              |   |        |   |  |   | 8,073 
|Deferred tax liabilities                                                                     |  |        | 18    |         |   |      |           |  |               | 1,455  |             |   | 119   |              |   |        |   |  |   | 1,592 
|Intercompany loans                                                                           |  |        |      |         |   |      |           |  |               | 9,086  |             |   | 1,024 |              |   | (10,110 | ) |  |   |      
|Other non-current liabilities                                                                |  |        | 11    |         |   | 129   |           |  |               | 443    |             |   | 203   |              |   |        |   |  |   | 786   
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities                                                                            |  |        | 1,007 |         |   | 7,459 |           |  |               | 12,944 |             |   | 2,397 |              |   | (11,340 | ) |  |   | 12,467
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total shareholders equity                                                                   |  |        | 2,875 |         |   | (237  | )         |  |               | 2,881  |             |   | 3,997 |              |   | (6,641  | ) |  |   | 2,875 
|Noncontrolling interests                                                                     |  |        |      |         |   |      |           |  |               |       |             |   | 16    |              |   |        |   |  |   | 16    
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total equity                                                                                 |  |        | 2,875 |         |   | (237  | )         |  |               | 2,881  |             |   | 4,013 |              |   | (6,641  | ) |  |   | 2,891 
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       
|Total liabilities equity                                                                     |  | $      | 3,882 |         | $ | 7,222 |           |  | $             | 15,825 |             | $ | 6,410 |              | $ | (17,981 | ) |  | $ | 15,358
|                                                                                             |  |        |       |         |   |       |           |  |               |        |             |   |       |              |   |         |   |  |   |       



22



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Unaudited)

For the three
months ended June 30, 2009



|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |     |           |  | $ | 661           |   |  | $           | 566 |   |              | $ |     |   |  | $ | 1,227 |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |     |           |  |   | 267           |   |  |             | 237 |   |              |   |     |   |  |   | 504   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |    |   |         |   |     |           |  |   | 199           |   |  |             | 197 |   |              |   |     |   |  |   | 396   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |     |           |  |   | 106           |   |  |             | 31  |   |              |   |     |   |  |   | 137   |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |     |           |  |   | 7             |   |  |             | (1  | ) |              |   |     |   |  |   | 6     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating income                                                                                                |  |        |    |   |         |   |     |           |  |   | 82            |   |  |             | 102 |   |              |   |     |   |  |   | 184   |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 5   |   |         |   | 105  |           |  |   | 21            |   |  |             | 19  |   |              |   | (148 | ) |  |   | 2     |  
|Interest expense                                                                                                |  |        | (14 | ) |         |   | (134 | )         |  |   | (130          | ) |  |             | (23 | ) |              |   | 148  |   |  |   | (153  | )
|Loss on derivative instruments                                                                                  |  |        |    |   |         |   | (12  | )         |  |   | 1             |   |  |             |    |   |              |   |     |   |  |   | (11   | )
|Foreign currency exchange transaction gains, net                                                                |  |        |    |   |         |   | (58  | )         |  |   | 21            |   |  |             | (9  | ) |              |   |     |   |  |   | (46   | )
|Equity in net income/(loss) of subsidiaries                                                                     |  |        | 6   |   |         |   |     |           |  |   | (20           | ) |  |             |    |   |              |   | 14   |   |  |   |      |  
|Other expense)/income, net                                                                                      |  |        | (12 | ) |         |   | (4   | )         |  |   | 22            |   |  |             | (16 | ) |              |   |     |   |  |   | (10   | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|(Loss)/income before income taxes and equity in net income of affiliates                                        |  |        | (15 | ) |         |   | (103 | )         |  |   | (3            | ) |  |             | 73  |   |              |   | 14   |   |  |   | (34   | )
|Benefit/(provision) for income taxes                                                                            |  |        | 6   |   |         |   | 35   |           |  |   | 5             |   |  |             | (26 | ) |              |   |     |   |  |   | 20    |  
|Equity in net income of affiliates                                                                              |  |        |    |   |         |   |     |           |  |   | 4             |   |  |             | 1   |   |              |   |     |   |  |   | 5     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (Loss)/income                                                                                               |  |        | (9  | ) |         |   | (68  | )         |  |   | 6             |   |  |             | 48  |   |              |   | 14   |   |  |   | (9    | )
|Less: net income attributable to noncontrolling interests                                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |             |    |   |              |   |     |   |  |   |      |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net (loss)/income attributable to controlling interests                                                         |  | $      | (9  | ) |         | $ | (68  | )         |  | $ | 6             |   |  | $           | 48  |   |              | $ | 14   |   |  | $ | (9    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



23



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Unaudited)

For the three
months ended June 30, 2008



|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |     |           |  | $ | 678           |   |  | $           | 629 |   |              | $ | (3   | ) |  | $ | 1,304 |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |     |           |  |   | 273           |   |  |             | 301 |   |              |   | (3   | ) |  |   | 571   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |    |   |         |   |     |           |  |   | 226           |   |  |             | 204 |   |              |   |     |   |  |   | 430   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |     |           |  |   | 95            |   |  |             | 30  |   |              |   |     |   |  |   | 125   |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |     |           |  |   | 5             |   |  |             | 4   |   |              |   |     |   |  |   | 9     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Operating income                                                                                                |  |        |    |   |         |   |     |           |  |   | 79            |   |  |             | 90  |   |              |   |     |   |  |   | 169   |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 12  |   |         |   | 112  |           |  |   | 22            |   |  |             | 23  |   |              |   | (164 | ) |  |   | 5     |  
|Interest expense                                                                                                |  |        | (20 | ) |         |   | (133 | )         |  |   | (149          | ) |  |             | (22 | ) |              |   | 164  |   |  |   | (160  | )
|(Loss)/gain on derivative instruments                                                                           |  |        |    |   |         |   | (1   | )         |  |   | 4             |   |  |             |    |   |              |   |     |   |  |   | 3     |  
|Foreign currency exchange transaction gains, net                                                                |  |        |    |   |         |   | 4    |           |  |   |              |   |  |             | 8   |   |              |   |     |   |  |   | 12    |  
|Equity in net income/(loss) of subsidiaries                                                                     |  |        | 21  |   |         |   |     |           |  |   | 39            |   |  |             |    |   |              |   | (60  | ) |  |   |      |  
|Other income/(expense), net                                                                                     |  |        |    |   |         |   |     |           |  |   | 16            |   |  |             | (17 | ) |              |   |     |   |  |   | (1    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Income/(loss) from continuing operations before income taxes and equity in net income of affiliates             |  |        | 13  |   |         |   | (18  | )         |  |   | 11            |   |  |             | 82  |   |              |   | (60  | ) |  |   | 28    |  
|Benefit/(provision) for income taxes                                                                            |  |        | 2   |   |         |   | 9    |           |  |   | 7             |   |  |             | (34 | ) |              |   |     |   |  |   | (16   | )
|Equity in net income of affiliates                                                                              |  |        |    |   |         |   |     |           |  |   | 3             |   |  |             | 4   |   |              |   |     |   |  |   | 7     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Income/(loss) from continuing operations                                                                        |  |        | 15  |   |         |   | (9   | )         |  |   | 21            |   |  |             | 52  |   |              |   | (60  | ) |  |   | 19    |  
|Discontinued operations, net of tax                                                                             |  |        |    |   |         |   |     |           |  |   |              |   |  |             | (3  | ) |              |   |     |   |  |   | (3    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net income/(loss)                                                                                               |  | $      | 15  |   |         | $ | (9   | )         |  | $ | 21            |   |  | $           | 49  |   |              | $ | (60  | ) |  | $ | 16    |  
|Less: net income attributable to noncontrolling interests                                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |             | 1   |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  
|Net income/(loss) attributable to controlling interests                                                         |  | $      | 15  |   |         | $ | (9   | )         |  | $ | 21            |   |  | $           | 48  |   |              | $ | (60  | ) |  | $ | 15    |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |     |   |              |   |      |   |  |   |       |  



24



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Unaudited)

For the six months
ended June 30, 2009



|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | ----- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |       |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |     |           |  | $ | 1,286         |   |  | $           | 1,075 |   |              | $ | (1   | ) |  | $ | 2,360 |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |     |           |  |   | 529           |   |  |             | 473   |   |              |   | (1   | ) |  |   | 1,001 |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |    |   |         |   |     |           |  |   | 415           |   |  |             | 371   |   |              |   |     |   |  |   | 786   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |     |           |  |   | 211           |   |  |             | 58    |   |              |   |     |   |  |   | 269   |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |     |           |  |   | 10            |   |  |             | 1     |   |              |   |     |   |  |   | 11    |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Operating income                                                                                                |  |        |    |   |         |   |     |           |  |   | 121           |   |  |             | 172   |   |              |   |     |   |  |   | 293   |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 13  |   |         |   | 205  |           |  |   | 39            |   |  |             | 37    |   |              |   | (290 | ) |  |   | 4     |  
|Interest expense                                                                                                |  |        | (30 | ) |         |   | (276 | )         |  |   | (261          | ) |  |             | (39   | ) |              |   | 290  |   |  |   | (316  | )
|Loss on derivative instruments                                                                                  |  |        |    |   |         |   | (30  | )         |  |   | (3            | ) |  |             |      |   |              |   |     |   |  |   | (33   | )
|Foreign currency exchange transaction gains/(losses), net                                                       |  |        | 1   |   |         |   | (8   | )         |  |   | 28            |   |  |             | 10    |   |              |   |     |   |  |   | 31    |  
|Equity in net income/(loss) of subsidiaries                                                                     |  |        | 17  |   |         |   |     |           |  |   | 40            |   |  |             |      |   |              |   | (57  | ) |  |   |      |  
|Other (expense)/income, net                                                                                     |  |        | (14 | ) |         |   | (4   | )         |  |   | 20            |   |  |             | (15   | ) |              |   |     |   |  |   | (13   | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|(Loss)/income before income taxes and equity in net income of affiliates                                        |  |        | (13 | ) |         |   | (113 | )         |  |   | (16           | ) |  |             | 165   |   |              |   | (57  | ) |  |   | (34   | )
|Benefit/(provision) for income taxes                                                                            |  |        | 8   |   |         |   | 38   |           |  |   | 26            |   |  |             | (50   | ) |              |   |     |   |  |   | 22    |  
|Equity in net income of affiliates                                                                              |  |        |    |   |         |   |     |           |  |   | 7             |   |  |             | 1     |   |              |   |     |   |  |   | 8     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  |        | (5  | ) |         |   | (75  | )         |  |   | 17            |   |  |             | 116   |   |              |   | (57  | ) |  |   | (4    | )
|Less: net income attributable to noncontrolling interests                                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |             | 1     |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Net (loss)/income attributable to controlling interests                                                         |  | $      | (5  | ) |         | $ | (75  | )         |  | $ | 17            |   |  | $           | 115   |   |              | $ | (57  | ) |  | $ | (5    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  



25



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statement of Operations (Unaudited)

For the six months
ended June 30, 2008



|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ----------- | ----- | - | ------------ | - | ---- | - |  | - | ----- | -
|(IN MILLIONS)                                                                                                   |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Elimination |       |   | Consolidated |  
|Revenues                                                                                                        |  | $      |    |   |         | $ |     |           |  | $ | 1,330         |   |  | $           | 1,193 |   |              | $ | (5   | ) |  | $ | 2,518 |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |        |    |   |         |   |     |           |  |   | 555           |   |  |             | 573   |   |              |   | (5   | ) |  |   | 1,123 |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |        |    |   |         |   |     |           |  |   | 453           |   |  |             | 400   |   |              |   |     |   |  |   | 853   |  
|Depreciation and amortization                                                                                   |  |        |    |   |         |   |     |           |  |   | 183           |   |  |             | 59    |   |              |   |     |   |  |   | 242   |  
|Restructuring costs                                                                                             |  |        |    |   |         |   |     |           |  |   | 3             |   |  |             | 13    |   |              |   |     |   |  |   | 16    |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Operating income                                                                                                |  |        |    |   |         |   |     |           |  |   | 136           |   |  |             | 148   |   |              |   |     |   |  |   | 284   |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Interest income                                                                                                 |  |        | 22  |   |         |   | 235  |           |  |   | 37            |   |  |             | 48    |   |              |   | (332 | ) |  |   | 10    |  
|Interest expense                                                                                                |  |        | (40 | ) |         |   | (269 | )         |  |   | (308          | ) |  |             | (37   | ) |              |   | 332  |   |  |   | (322  | )
|Gain on derivative instruments                                                                                  |  |        |    |   |         |   | 23   |           |  |   | 10            |   |  |             |      |   |              |   |     |   |  |   | 33    |  
|Foreign currency exchange transaction (losses)/gains, net                                                       |  |        |    |   |         |   | (80  | )         |  |   | (4            | ) |  |             | 3     |   |              |   |     |   |  |   | (81   | )
|Equity in net (loss)/income of subsidiaries                                                                     |  |        | (54 | ) |         |   |     |           |  |   | 34            |   |  |             |      |   |              |   | 20   |   |  |   |      |  
|Other income/(expense), net                                                                                     |  |        | 1   |   |         |   |     |           |  |   | 11            |   |  |             | (15   | ) |              |   |     |   |  |   | (3    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations before income taxes and equity in net (loss)/income of affiliates      |  |        | (71 | ) |         |   | (91  | )         |  |   | (84           | ) |  |             | 147   |   |              |   | 20   |   |  |   | (79   | )
|Benefit/(provision) for income taxes                                                                            |  |        | 4   |   |         |   | 31   |           |  |   | 33            |   |  |             | (53   | ) |              |   |     |   |  |   | 15    |  
|Equity in net (loss)/income of affiliates                                                                       |  |        |    |   |         |   |     |           |  |   | (3            | ) |  |             | 4     |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|(Loss)/income from continuing operations                                                                        |  |        | (67 | ) |         |   | (60  | )         |  |   | (54           | ) |  |             | 98    |   |              |   | 20   |   |  |   | (63   | )
|Discontinued operations, net of tax                                                                             |  |        |    |   |         |   |     |           |  |   |              |   |  |             | (3    | ) |              |   |     |   |  |   | (3    | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Net (loss)/income                                                                                               |  | $      | (67 | ) |         | $ | (60  | )         |  | $ | (54           | ) |  | $           | 95    |   |              | $ | 20   |   |  | $ | (66   | )
|Less: net income attributable to noncontrolling interests                                                       |  |        |    |   |         |   |     |           |  |   |              |   |  |             | 1     |   |              |   |     |   |  |   | 1     |  
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  
|Net (loss)/income attributable to controlling interests                                                         |  | $      | (67 | ) |         | $ | (60  | )         |  | $ | (54           | ) |  | $           | 94    |   |              | $ | 20   |   |  | $ | (67   | )
|                                                                                                                |  |        |     |   |         |   |      |           |  |   |               |   |  |             |       |   |              |   |      |   |  |   |       |  



26



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##### Table of Contents

The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the six months
ended June 30, 2009



|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|---------------------------------------------------------------------- |  | ------ | ---- | - | ------- | - | ----- | --------- |  | - | ------------- | - |  | ------------ | --- | - |  | - | ----- | -
|(IN MILLIONS)                                                          |  | Parent |      |   | Issuers |   |       | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |    
|Net cash provided by operating activities                              |  | $      |     |   |         | $ | (9    | )         |  | $ | 46            |   |  | $            | 114 |   |  | $ | 151   |  
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Investing activities:                                                  |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Acquisition of subsidiaries and affiliates, net of cash acquired       |  |        |     |   |         |   |      |           |  |   | (38           | ) |  |              | (5  | ) |  |   | (43   | )
|Proceeds from sale of subsidiaries and affiliates, net                 |  |        |     |   |         |   |      |           |  |   | 16            |   |  |              |    |   |  |   | 16    |  
|Additions to property, plant and equipment and other assets            |  |        |     |   |         |   |      |           |  |   | (36           | ) |  |              | (25 | ) |  |   | (61   | )
|Additions to intangible assets                                         |  |        |     |   |         |   |      |           |  |   | (65           | ) |  |              | (6  | ) |  |   | (71   | )
|Other investing activities                                             |  |        | 13   |   |         |   |      |           |  |   |              |   |  |              | 3   |   |  |   | 16    |  
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Net cash provided by/(used) in investing activities                    |  |        | 13   |   |         |   |      |           |  |   | (123          | ) |  |              | (33 | ) |  |   | (143  | )
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Financing activities:                                                  |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Net repayments on revolving credit facility                            |  |        |     |   |         |   |      |           |  |   | (220          | ) |  |              |    |   |  |   | (220  | )
|Proceeds from issuances of other debt, net of issuance costs           |  |        |     |   |         |   | 1,223 |           |  |   |              |   |  |              |    |   |  |   | 1,223 |  
|Repayments of other debt                                               |  |        | (390 | ) |         |   | (496  | )         |  |   |              |   |  |              | (7  | ) |  |   | (893  | )
|(Decrease)/increase in other short-term borrowings                     |  |        |     |   |         |   |      |           |  |   | (43           | ) |  |              | 1   |   |  |   | (42   | )
|Valcon capital return                                                  |  |        | (1   | ) |         |   |      |           |  |   |              |   |  |              |    |   |  |   | (1    | )
|Settlement of derivatives, intercompany and other financing activities |  |        | 378  |   |         |   | (718  | )         |  |   | 230           |   |  |              | (56 | ) |  |   | (166  | )
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Net cash used in financing activities                                  |  |        | (13  | ) |         |   | 9     |           |  |   | (33           | ) |  |              | (62 | ) |  |   | (99   | )
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Effect of exchange-rate changes on cash and cash equivalents           |  |        |     |   |         |   |      |           |  |   | 5             |   |  |              | 6   |   |  |   | 11    |  
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Net (decrease)/increase in cash and cash equivalents                   |  |        |     |   |         |   |      |           |  |   | (105          | ) |  |              | 25  |   |  |   | (80   | )
|Cash and cash equivalents at beginning of period                       |  |        | 1    |   |         |   |      |           |  |   | 162           |   |  |              | 303 |   |  |   | 466   |  
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  
|Cash and cash equivalents at end of period                             |  | $      | 1    |   |         | $ |      |           |  | $ | 57            |   |  | $            | 328 |   |  | $ | 386   |  
|                                                                       |  |        |      |   |         |   |       |           |  |   |               |   |  |              |     |   |  |   |       |  



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The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the six months
ended June 30, 2008



|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|---------------------------------------------------------------------- |  | ------ | --- | - | ------- | - | ---- | --------- |  | - | ------------- | - |  | ------------ | --- | - |  | - | ---- | -
|(IN MILLIONS)                                                          |  | Parent |     |   | Issuers |   |      | Guarantor |  |   | Non-Guarantor |   |  | Consolidated |    
|Net cash provided by operating activities                              |  | $      | 34  |   |         | $ | 28   |           |  | $ | 6             |   |  | $            | 2   |   |  | $ | 70   |  
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Investing activities:                                                  |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Acquisition of subsidiaries and affiliates, net of cash acquired       |  |        |    |   |         |   |     |           |  |   | (251          | ) |  |              |    |   |  |   | (251 | )
|Proceeds from sale of subsidiaries and affiliates, net                 |  |        |    |   |         |   |     |           |  |   | 14            |   |  |              | 9   |   |  |   | 23   |  
|Additions to property, plant and equipment and other assets            |  |        |    |   |         |   |     |           |  |   | (91           | ) |  |              | (16 | ) |  |   | (107 | )
|Additions to intangible assets                                         |  |        |    |   |         |   |     |           |  |   | (57           | ) |  |              | (7  | ) |  |   | (64  | )
|Other investing activities                                             |  |        |    |   |         |   |     |           |  |   | (4            | ) |  |              |    |   |  |   | (4   | )
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net cash used in investing activities                                  |  |        |    |   |         |   |     |           |  |   | (389          | ) |  |              | (14 | ) |  |   | (403 | )
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Financing activities:                                                  |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net borrowings from revolving credit facility                          |  |        |    |   |         |   |     |           |  |   | 185           |   |  |              |    |   |  |   | 185  |  
|Proceeds from issuances of other debt, net of issuance costs           |  |        |    |   |         |   | 213  |           |  |   | 3             |   |  |              | 1   |   |  |   | 217  |  
|Repayments of other debt                                               |  |        |    |   |         |   | (23  | )         |  |   | (137          | ) |  |              |    |   |  |   | (160 | )
|(Decrease)/increase in other short-term borrowings                     |  |        | (6  | ) |         |   |     |           |  |   | 41            |   |  |              | (22 | ) |  |   | 13   |  
|Valcon capital contribution                                            |  |        | 72  |   |         |   |     |           |  |   |              |   |  |              |    |   |  |   | 72   |  
|Settlement of derivatives, intercompany and other financing activities |  |        | (99 | ) |         |   | (218 | )         |  |   | 292           |   |  |              | 22  |   |  |   | (3   | )
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net cash (used in)/provided by financing activities                    |  |        | (33 | ) |         |   | (28  | )         |  |   | 384           |   |  |              | 1   |   |  |   | 324  |  
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Effect of exchange-rate changes on cash and cash equivalents           |  |        |    |   |         |   |     |           |  |   |              |   |  |              | 13  |   |  |   | 13   |  
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Net increase in cash and cash equivalents                              |  |        | 1   |   |         |   |     |           |  |   | 1             |   |  |              | 2   |   |  |   | 4    |  
|Cash and cash equivalents at beginning of period                       |  |        | 1   |   |         |   |     |           |  |   | 65            |   |  |              | 333 |   |  |   | 399  |  
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  
|Cash and cash equivalents at end of period                             |  | $      | 2   |   |         | $ |     |           |  | $ | 66            |   |  | $            | 335 |   |  | $ | 403  |  
|                                                                       |  |        |     |   |         |   |      |           |  |   |               |   |  |              |     |   |  |   |      |  



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The Nielsen Company B.V.



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

The following discussion and analysis supplements managements discussion and analysis of The Nielsen Company B.V. (the Company or
Nielsen) for the year ended December 31, 2008 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 31, 2009, and presumes that readers have read or have access
to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. Further, this report may contain material that includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsens current views with respect to current events and financial performance. These forward-looking statements
are subject to numerous risks and uncertainties. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such
forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Nielsens operations and business environment that may cause actual results to be materially different from any future
results, express or implied, by such forward-looking statements. Unless required by context, references to we, us, and our refer to Nielsen and each of its consolidated subsidiaries.

Overview

We are a leading global information and
media company providing essential integrated marketing and media measurement information, analytics and industry expertise to clients across the world. In addition, our trade shows, online media assets and publications occupy leading positions in a
number of their targeted end markets. Through our broad portfolio of products and services, we track sales of consumer products, report on television viewing habits in countries representing more than 60% of the worlds population, measure
internet audiences and produce trade shows, print publications and online newsletters. We currently operate, and therefore report, in three segments: Consumer Services, Media and Business Media.

Our Business Segments

Our Consumer Services
segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. We are a global leader in retail measurement services and in longitudinal consumer household panel data. Our
extensive database of retail and consumer information, combined with analytical capabilities, yields valuable strategic insights and information that influences our clients critical business decisions such as enhancing brand management
strategies, developing and launching new products, identifying new marketing opportunities and improving marketing return on investment.

Our Media segment provides measurement information for multiple media platforms, including broadcast and cable television, motion pictures, music, print, the internet and mobile telephones. We are the industry leader in U.S. television
audience measurement, and our measurement data is widely accepted as the currency in determining the value of programming and advertising opportunities on U.S. television.

Our Business Media segment is a market-focused provider of integrated information and sales and marketing solutions. Through a multi-channel approach
consisting of trade shows, online media assets and publications, Business Media offers attendees, exhibitors, readers and advertisers the insights and connections that assist them in gaining a competitive edge in their respective markets.

Our business generates a stable and predictable revenue stream and is characterized by long-term client relationships, multi-year
contracts and high contract renewal rates related to marketing and media measurement services. We serve a global client base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, telecommunications,
music and online media.

Our revenue is highly diversified by business segment, geography, and client. For the six months ended
June 30, 2009, 53% of our revenues were generated from our Consumer Services segment, 39% from our Media segment and the remaining 8% from our Business Media segment. We conduct our business activities in approximately 100 countries. For the
six months ended June 30, 2009, 55% of our revenues were generated in the U.S., 9% in the Americas excluding the U.S., 26% in Europe, the Middle East and Africa, and the remaining 10% in Asia Pacific.

Valcon Acquisition

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) and held 99.4% of Nielsens outstanding common shares as of December 31, 2007. In May 2008, Valcon acquired the remaining



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Nielsen common shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements and therefore holds 100% of the
Companys outstanding common shares. Valcon also acquired 100% of the Companys preferred B shares in the period from May 24, 2006 to December 31, 2006 which were subsequently cancelled. 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).

Factors Affecting Our Financial Results

Foreign Currency

Our financial results are reported in U.S. Dollars and are therefore subject to the impact of movements in exchange rates on the translation of the
financial information of individual businesses whose functional currencies are other than U.S. Dollars. Approximately 56% (54% for the six months ended June 30, 2008) of our revenues were denominated in U.S. Dollars during the six months ended
June 30, 2009. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro, as set forth below:



|                 |  |                               |   |  |                               |  
|---------------- |  | ----------------------------- | - |  | ----------------------------- | -
|(IN MILLIONS)    |  | Six months endedJune 30, 2009 |   |  | Six months endedJune 30, 2008 |  
|Euro             |  | 13                            | % |  | 16                            | %
|Other Currencies |  | 31                            | % |  | 30                            | %

As a result, fluctuations in the value of foreign currencies relative to the U.S. Dollar
impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under Item 3 Quantitative and Qualitative Disclosures about Market Risks. In countries with currencies other
than the U.S. Dollar, assets and liabilities are translated into U.S. Dollars using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. Dollar to Euro exchange
rate was $1.33 to 1.00 and $1.54 to 1.00 for the six months ended June 30, 2009 and 2008, 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 six months ended June 30, 2009, we paid cash consideration of $43 million associated with both current period and previously executed
acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions, we recorded deferred consideration of $34 million, substantially all of which is payable through March 2012. Had the current period
acquisitions occurred as of January 1, 2009, the impact on our consolidated results of operations would have been immaterial.

On
May 15, 2008, we completed the acquisition of IAG Research, Inc, subsequently rebranded as Nielsen IAG (IAG), for $223 million (including non-cash consideration of $1 million and an additional $1 million in transaction costs
paid during the second half of 2008), which was net of $12 million of cash acquired. The acquisition expanded our television and internet analytics services through IAGs measurement of consumer engagement with television programs, national
commercials and product placements. We completed its valuation of the purchase price during the fourth quarter of 2008.

For the six months
ended June 30, 2008, we paid cash consideration of $30 million associated with other acquisitions and investments in affiliates, net of cash acquired. Had IAG and the other acquisitions occurred as of January 1, 2008, the impact on our
consolidated results of operations would have been immaterial.

Business Divestitures

During the six months ended June 30, 2009, we received $16 million in net proceeds associated with business divestitures, primarily associated with
the sale of the non-core Brazilian exposition business within our Business Media segment.

During the six months ended June 30, 2008,
we received $23 million in net proceeds associated with two divestitures within its Business Media segment and the final settlement of the sale of our Directories segment to World Directories. The impact of these transactions on our consolidated
statement of operations was immaterial for all periods presented.



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Results of OperationsThree Months Ended June 30, 2009 compared to Three Months Ended June 30, 2008

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



|                                                                                                                |  |                                       |       |   |      |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                |  | Three Months EndedJune 30,(unaudited) |      
|(IN MILLIONS)                                                                                                   |  | 2009                                  |       |   | 2008 |  
|Revenues                                                                                                        |  | $                                     | 1,227 |   |      | $ | 1,304 |  
|                                                                                                                |  |                                       |       |   |      |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                                       | 504   |   |      |   | 571   |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                                       | 396   |   |      |   | 430   |  
|Depreciation and amortization                                                                                   |  |                                       | 137   |   |      |   | 125   |  
|Restructuring costs                                                                                             |  |                                       | 6     |   |      |   | 9     |  
|                                                                                                                |  |                                       |       |   |      |   |       |  
|Operating income                                                                                                |  |                                       | 184   |   |      |   | 169   |  
|                                                                                                                |  |                                       |       |   |      |   |       |  
|Interest income                                                                                                 |  |                                       | 2     |   |      |   | 5     |  
|Interest expense                                                                                                |  |                                       | (153  | ) |      |   | (160  | )
|(Loss)/gain on derivative instruments                                                                           |  |                                       | (11   | ) |      |   | 3     |  
|Foreign currency exchange transaction (losses)/gains, net                                                       |  |                                       | (46   | ) |      |   | 12    |  
|Other expense, net                                                                                              |  |                                       | (10   | ) |      |   | (1    | )
|                                                                                                                |  |                                       |       |   |      |   |       |  
|(Loss)/income from continuing operations before income taxes and equity in net income of affiliates             |  |                                       | (34   | ) |      |   | 28    |  
|                                                                                                                |  |                                       |       |   |      |   |       |  
|Benefit/(provision) for income taxes                                                                            |  |                                       | 20    |   |      |   | (16   | )
|Equity in net income of affiliates                                                                              |  |                                       | 5     |   |      |   | 7     |  
|                                                                                                                |  |                                       |       |   |      |   |       |  
|(Loss)/income from continuing operations                                                                        |  | $                                     | (9    | ) |      | $ | 19    |  
|                                                                                                                |  |                                       |       |   |      |   |       |  

Consolidated Results for the Three Months Ended June 30, 2009 compared to the Three Months Ended
June 30, 2008

When comparing our results for the three months ended June 30, 2009 with results for the three months ended
June 30, 2008, the following should be noted:

Items affecting Operating Income for the three months ended June 30, 2009



| |  |  | For the three months ended June 30, 2009, foreign currency exchange rate fluctuations decreased revenue growth by 6.9% and decreased operating income growth by
7.7%.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We incurred $6 million of restructuring expense.
| | - |  | ------------------------------------------------

Items affecting Operating Income for the three months ended June 30, 2008



| |  |  | We incurred $9 million of restructuring expense.
| | - |  | ------------------------------------------------

Revenues

Our revenues decreased 5.9% to $1,227 million for the three months ended June 30, 2009 compared to
$1,304 million for the three months ended June 30, 2008. Revenues increased 1.0% on a constant currency basis, driven by a 13.7% revenue increase at Media, partly offset by a 30.2% decline in Business Media revenues. Medias revenue growth
was largely the result of the AGB, IAG and Cambridge acquisitions, partly offset by the impact of the divestiture of SRDS and PERQ/HCI in December 2008. Excluding the net impact of acquisitions and divestitures, Medias revenues grew by 3.3%
driven by Nielsen Medias continued revenue expansion due to the Local People Meter (LPM) rollout in the U.S. and revenue growth at Mobile, partly offset by lower revenues at Entertainment. The decline in Business Media revenues was
due to softness in advertising-related revenues within our publications business, the divestiture of two non-core publications in the first half of 2008, lower attendance at individual expositions driven by the economic downturn and the divestiture
of a non-core Brazil exposition business in the second quarter of 2009. Consumers revenues were relatively flat on a constant currency basis as revenue growth in Latin America was offset by revenue declines in Europe and North America as the
economic downturn continues to impact the customized part of our business.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues decreased 11.8% to $504 million for the three months ended June 30, 2009 compared to $571 million for the three months ended
June 30, 2008. On a constant currency basis, the cost of revenues decreased by 5.4% due primarily to Consumers cost of revenues related to Europes productivity savings and lower variable costs following the revenue decline, and
expense savings in Asia that offset increases in other Consumer regions. In addition, Business Medias cost of revenues decreased due to lower volume related publication and exposition costs, the impact of the divestiture of the two non-core
publications and the non-core Brazilian exposition business, and other cost savings. These savings were partly offset by the higher cost of revenues on a constant currency basis at Media as a result of the AGB, IAG and Cambridge acquisitions and a
volume related increase at Nielsen Media.



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

Selling, general and administrative expenses decreased 7.9% to $396 million for the three months ended June 30, 2009 compared to $430 million for the
three months ended June 30, 2008 and were relatively flat on a constant currency basis. Selling, general and administrative expenses were lower on a constant currency basis within Consumer as a result of productivity actions. These savings were
offset by increased selling, general and administrative expenses within Media due to the impact of the AGB, IAG and Cambridge acquisitions, partly offset by lower selling, general and administrative expenses within Nielsen Media, Online, and
Entertainment. In addition, the reversal of cumulative share based compensation expense contributed to lower selling, general and administrative expenses.

Depreciation and Amortization

Depreciation and amortization increased 9.8% to $137 million for the three months ended
June 30, 2009 compared to $125 million for the three months ended June 30, 2008. On a constant currency basis, depreciation and amortization expense increased 14.0% driven by higher depreciation related to increased capital investment in
2008 on projects to enhance global infrastructure, improved product offerings and service delivery, increased amortization due to the impact of the AGB, IAG and Cambridge acquisitions.

Restructuring Costs

We incurred $6 million in
restructuring costs relating to employee terminations for the three months ended June 30, 2009 and $9 million in restructuring costs associated with employee terminations for the three months ended June 30, 2008. All employee termination
costs have been or will be settled in cash.

Operating Income

Operating income for the three months ended June 30, 2009 was $184 million, compared to $169 million for the three months ended June 30, 2008, an increase of 8.7%. Adjusted operating income/(loss) is a
non-GAAP measure and is presented to illustrate the effect of restructuring and other items on reported operating income/(loss), which we consider to be unusual and non-recurring in nature, as is discussed further on page 38. On a constant currency
basis, our 2009 adjusted operating income increased 15.2% for the three months ended June 30, 2009 compared to the three months ended June 30, 2008. On a constant currency basis, Consumer Services adjusted operating income increased
28.9% as a result of growth in Latin America and Asia Pacific and productivity actions in Europe and North America. On a constant currency basis, Medias adjusted operating income increased 40.3% as a result of Nielsen Medias top line
growth, increased profitability at Mobile as a result of revenue growth and headcount related savings, and the impact of the AGB acquisition. On a constant currency basis, Business Medias adjusted operating income decreased 70.8% as result of
the impact of lower publication and exposition revenues, and the impact of the divestiture of the two non-core publications and the non-core Brazilian exposition business.

Interest Income and Expense

Interest income was $2 million for the three months ended June 30,
2009 compared to $5 million for the three months ended June 30, 2008. Interest expense was $153 million for the three months ended June 30, 2009 compared to $160 million for the three months ended June 30, 2008, a decrease of 2.9% on
a constant currency basis, primarily as a result of lower interest expense attributable to our variable rate debt.

(Loss)/Gain on Derivative
Instruments

The loss on derivative instruments was $11 million for the three months ended June 30, 2009 compared to a gain of $3
million for the three months ended June 30, 2008. The change resulted primarily from the termination of our Euro to U.S. Dollar foreign currency swap derivative instrument in March 2009 as well as the change in fair value of certain of our
interest rate swaps for which hedge accounting was discontinued in February 2009.

Foreign Currency Exchange Transaction (Losses)/Gains, Net

Foreign currency exchange transaction (losses)/gains, net, represent the net gain or loss on revaluation of external debt, intercompany
loans and other receivables and payables. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, particularly the Euro. The average U.S. Dollar to Euro exchange rate
was $1.36 to 1.00 and $1.56 to 1.00 for the three months ended June 30, 2009 and the three months ended June 30, 2008, respectively.



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Foreign currency exchange resulted in a $46 million loss for the three months ended June 30, 2009
compared to a $12 million gain recorded in the three months ended June 30, 2008 as a result of the fluctuation in the value of the U.S. Dollar against the Euro and other currencies.

Other Expense, Net

Other expense, net of $10 million
for the three months ended June 30, 2009 primarily included net charges of approximately $16 million associated with the purchase and cancellation of GBP 149 million 5.625% EMTN debenture notes and the write-off of deferred debt issuance
costs associated with the modification of our senior secured credit facility offset by net gains of approximately $6 million associated with certain divestitures, including the sale of our non-core Brazilian exposition business within our Business
Media segment.

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

For the three months ended June 30, 2009, the loss from continuing operations before income taxes, and equity in net income/loss of affiliates was
$34 million as compared to $28 million in income for the three months ended June 30, 2008. The current period compared with the prior period results primarily reflect foreign currency exchange loss in the three months ended June 30, 2009,
and the loss on derivative instruments recorded for the three months ended June 30, 2009.

Benefit/(Provision) for Income Taxes

We operate in approximately 100 countries around the world and our earnings are taxed at the applicable income tax rate in each of these countries.

The effective tax rates for the three months ended June 30, 2009 and 2008 were 59% (benefit) and 57% respectively. The effective tax
benefit rate for the three months ended June 30, 2009 is higher than the statutory rate primarily due to the favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where we file tax
returns and contingencies which were partially offset by the change in interest on liabilities for unrecognized income tax benefits. The effective tax rate for the three months ended June 30, 2008 was higher than the statutory rate primarily
due to foreign withholding tax and unfavorable audit settlements in foreign jurisdictions that occurred in the quarter.

Liabilities for
unrecognized income tax benefits totaled $172 million and $187 million as of June 30, 2009 and December 31, 2008, respectively.

We file numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. Federal income tax examinations for
2003 and prior periods. In addition, we have subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 1997 through 2006.

The Internal Revenue Service (IRS) commenced examinations of certain of our U.S. Federal income tax returns for 2004 in the third quarter of 2006. The
IRS also commenced examinations of certain of our U.S. Federal income tax returns for 2006 and 2007 in the first quarter of 2009. We are also under Canadian audit for the years 2002 through 2006. With the exception of the 2006 and 2007 U.S.
Federal examinations, it is anticipated that all examinations will be completed within the next twelve months. To date, we are not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits
under examination.



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Results of OperationsSix Months Ended June 30, 2009 compared to Six Months Ended June 30, 2008

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



|                                                                                                                |  |                                     |       |   |      |   |       |  
|--------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                |  | Six Months EndedJune 30,(unaudited) |      
|(IN MILLIONS)                                                                                                   |  | 2009                                |       |   | 2008 |  
|Revenues                                                                                                        |  | $                                   | 2,360 |   |      | $ | 2,518 |  
|                                                                                                                |  |                                     |       |   |      |   |       |  
|Cost of revenues, exclusive of depreciation and amortization shown separately below                             |  |                                     | 1,001 |   |      |   | 1,123 |  
|Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |  |                                     | 786   |   |      |   | 853   |  
|Depreciation and amortization                                                                                   |  |                                     | 269   |   |      |   | 242   |  
|Restructuring costs                                                                                             |  |                                     | 11    |   |      |   | 16    |  
|                                                                                                                |  |                                     |       |   |      |   |       |  
|Operating income                                                                                                |  |                                     | 293   |   |      |   | 284   |  
|                                                                                                                |  |                                     |       |   |      |   |       |  
|Interest income                                                                                                 |  |                                     | 4     |   |      |   | 10    |  
|Interest expense                                                                                                |  |                                     | (316  | ) |      |   | (322  | )
|(Loss)/gain on derivative instruments                                                                           |  |                                     | (33   | ) |      |   | 33    |  
|Foreign currency exchange transaction gains/(losses), net                                                       |  |                                     | 31    |   |      |   | (81   | )
|Other expense, net                                                                                              |  |                                     | (13   | ) |      |   | (3    | )
|                                                                                                                |  |                                     |       |   |      |   |       |  
|Loss from continuing operations before income taxes and equity in net income of affiliates                      |  |                                     | (34   | ) |      |   | (79   | )
|                                                                                                                |  |                                     |       |   |      |   |       |  
|Benefit for income taxes                                                                                        |  |                                     | 22    |   |      |   | 15    |  
|Equity in net income of affiliates                                                                              |  |                                     | 8     |   |      |   | 1     |  
|                                                                                                                |  |                                     |       |   |      |   |       |  
|Loss from continuing operations                                                                                 |  | $                                   | (4    | ) |      | $ | (63   | )
|                                                                                                                |  |                                     |       |   |      |   |       |  

Consolidated Results for the Six Months Ended June 30, 2009 compared to the Six Months Ended June 30,
2008

When comparing our results for the six months ended June 30, 2009 with results for the six months ended June 30,
2008, the following should be noted:

Items affecting Operating Income for the three months ended June 30, 2009



| |  |  | For the six months ended June 30, 2009, foreign currency exchange rate fluctuations decreased revenue growth by 7.5% and decreased operating income growth by
7.1%
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We incurred $11 million of restructuring expense.
| | - |  | -------------------------------------------------

Items affecting Operating Income for the six months ended June 30, 2008



| |  |  | We incurred $16 million of restructuring expense.
| | - |  | -------------------------------------------------

Revenues

Our revenues decreased 6.3% to $2,360 million for the six months ended June 30, 2009 compared to $2,518
million for the six months ended June 30, 2008. Revenues increased 1.2% on a constant currency basis, driven by a 13.1% revenue increase at Media, largely offset by a 30.4% decline in Business Media revenues. The primary driver for Medias
revenue growth was the impact of the AGB, IAG and Cambridge acquisitions, partly offset by the impact of the divestiture of SRDS and PERQ/HCI in December 2008. Excluding the net impact of acquisitions and divestitures, Medias revenues grew by
3.3% as a result of Nielsen Medias continued revenue expansion due to the LPM rollout in the U.S and revenue growth within Mobile, partly offset by lower revenues at Entertainment. The decline in Business Media was due to softness in
advertising-related revenues at publications, the divestiture of two non-core publications in the first half of 2008, lower attendance at individual expositions driven by the economic downturn and the divestiture of the non-core Brazilian exposition
business in the second quarter of 2009. Consumers revenues were relatively flat on a constant currency basis as revenue growth in Latin America and Asia Pacific was offset primarily by revenue declines in Europe and North America as the
economic downturn continues to impact the customized part of our business.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues decreased 10.9% to $1,001 million for the six months ended June 30, 2009 compared to $1,123 million for the three months ended
June 30, 2008. On a constant currency basis, cost of revenues decreased by 3.6% due primarily to lower publication and exhibition costs at Business Media, the impact of the divestiture of the two publications and the non-core Brazilian
exposition business, lower marketing costs and other cost savings. In addition, Consumers cost of revenues decreased primarily due to productivity savings and lower variable costs related to Europes revenue decline offsetting increases
in other Consumer regions. Business Media and Consumers savings were partly offset by Medias higher cost of revenues as a result of the AGB, IAG and Cambridge acquisitions and volume related increases within Nielsen Media.



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##### Table of Contents

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

Selling, general and administrative expenses decreased 7.9% to $786 million for the six months ended June 30, 2009 compared to $853 million for the
six months ended June 30, 2008 and were relatively flat on a constant currency basis. Selling, general and administrative expenses were lower on a constant currency basis within Business Media and Consumer as a result of volume and productivity
actions These savings were offset by increased selling, general and administrative expenses within Media due to the impact of the AGB, IAG and Cambridge acquisitions, partly offset by lower selling, general and administrative expenses within Nielsen
Media due to productivity initiatives and lower discretionary spending. In addition, the reversal of cumulative share based compensation expense contributed to lower selling, general and administrative expenses.

Depreciation and Amortization

Depreciation and
amortization increased 11.0% to $269 million for the six months ended June 30, 2009 compared to $242 million for the six months ended June 30, 2008. On a constant currency basis, depreciation and amortization expense increased 16.0% driven
by higher depreciation related to increased capital investment in 2008 on projects to enhance global infrastructure, improved product offerings and service delivery, increased amortization due to the impact of the AGB, IAG and Cambridge
acquisitions and the finalization of purchase price amortization related to the buyout of NetRatings.

Restructuring Costs

We incurred $11 million in restructuring costs relating to employee terminations for the six months ended June 30, 2009 and $16 million in
restructuring costs associated with employee terminations for the six months ended June 30, 2008. All employee termination costs have been or will be settled in cash.

Operating Income

Operating income for the six months ended June 30, 2009 was $293 million,
compared to $284 million for the six months ended June 30, 2008, an increase of 3.0%. On a constant currency basis, our 2009 adjusted operating income increased 9.6% for the six months ended June 30, 2009 compared to the six months
ended June 30, 2008. On a constant currency basis, Consumer Services adjusted operating income increased 28.2% as a result of growth in Latin America and Asia Pacific and productivity actions in Europe and North America. On a constant currency
basis, Medias adjusted operating income increased by 28.9% as a result of Nielsen Medias top line growth and cost savings compared to the prior year, increased profitability within Mobile, and the impact of the AGB acquisition. On a
constant currency basis, Business Medias adjusted operating income decreased by 65.3% as result of lower publication and exposition revenues, and the impact of the divestiture of the two non-core publications and the non-core Brazilian
exposition business.

Interest Income and Expense

Interest income was $4 million for the six months ended June 30, 2009 compared to $10 million for the six months ended June 30, 2008. Interest expense was $316 million for the six months ended June 30,
2009 compared to $322 million for the six months ended June 30, 2008, relatively flat on a constant currency basis.

(Loss)/Gain on Derivative
Instruments

The loss on derivative instruments was $33 million for the six months ended June 30, 2009 compared to a gain of $33
million for the six months ended June 30, 2008. The change resulted primarily from movements in the Euro relative to the U.S. Dollar in the current period as compared to the prior period associated with a foreign currency swap
derivative instrument, which was terminated in March 2009, as well as the change in fair value of certain of our interest rate swaps for which hedge accounting was discontinued in February 2009.

Foreign Currency Exchange Transaction Gains/(Losses), Net

Foreign currency exchange transaction gains/(losses), net, represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables. Fluctuations in the value of foreign currencies relative to
the U.S. Dollar have a significant effect on our operating results, particularly the Euro. The average U.S. Dollar to Euro exchange rate was $1.33 to 1.00 and $1.54 to 1.00 for the six months ended June 30, 2009 and the
six months ended June 30, 2008, respectively.



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##### Table of Contents

Foreign currency exchange resulted in a $31 million gain for the six months ended June 30, 2009
compared to an $81 million loss recorded in the six months ended June 30, 2008 as a result of the fluctuation in the value of the U.S. Dollar against the Euro and other currencies.

Other Expense, Net

Other expense, net of $13 million
for the six months ended June 30, 2009 primarily includes net charges of approximately $19 million associated with the purchase and cancellation of GBP 250 million 5.625% EMTN debenture notes and the write-off of deferred debt issuance
costs associated with the modification of our senior secured credit facility offset by net gains of approximately $6 million associated with certain divestitures, including the sale of our non-core Brazilian exposition business within our Business
Media segment.

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

For the six months ended June 30, 2009, loss from continuing operations before income taxes, and equity in net income/loss of affiliates was $34
million compared to a $79 million loss for the six months ended June 30, 2008. The current period compared with the prior period results primarily reflects increased operating results, foreign currency exchange gains in the six months ended
June 30, 2009, and lower restructuring expenses related to the Transformation Initiative, partly offset by the loss on derivative instruments recorded for the six months ended June 30, 2009.

Benefit for Income Taxes

The effective tax rates for
the six months ended June 30, 2009 and 2008 were 65% (benefit) and 19% (benefit) respectively. The effective tax rate for the six months ended June 30, 2009 is higher than the statutory rate primarily due to the favorable effect of certain
foreign exchange gains, the impact of the tax rate differences in other jurisdictions where we file tax returns and contingencies which were partially offset by the change in interest on liabilities for unrecognized income tax benefits. The
effective tax benefit rate for the six months ended June 30, 2008 was lower than the statutory rate primarily due to interest on the tax accruals, state and foreign withholding taxes, audit settlements and certain non-deductible charges, which
are partially offset by the impact of the tax rate differences in other jurisdictions where we file tax returns.



36



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##### Table of Contents

Business Segment Results for the Three Months Ended June 30, 2009 compared to the Three Months Ended
June 30, 2008

Revenues

The
table below sets forth certain supplemental revenue growth data for the three months ended June 30, 2009 compared to the three months ended June 30, 2008, 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. Certain reclassifications have been made to the prior period amounts to conform to the current period
presentation.

During the second quarter of 2009, to conform to a change in management reporting, we reclassified a product group specific
to internet measurement from the Consumer Services segment to the Media segment. The product group was moved to the Media segment to align with our current management reporting of the internet measurement business. The business segment results have
been reclassified for comparison purposes for all periods presented in the condensed consolidated financial statements and the impact is immaterial.



|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|------------------------------------ |  | ------------------------------------ | ----- | ----------------------- | - | -------- |  | ----- | ----------------- |  | ----- | --
|                                     |  | Three Months EndedJune 30(unaudited) |       | % Variance2009 vs. 2008 |  
|(IN MILLIONS)                        |  | 2009                                 |       | 2008                    |   | Reported |  |       | Constant Currency | 
|Revenues by segment                  |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Consumer Services                    |  | $                                    | 661   |                         | $ | 742      |  | (11.0 | )%                |  | (0.8  | )%
|Media                                |  |                                      | 475   |                         |   | 428      |  | 11.0  | %                 |  | 13.7  | % 
|Business Media                       |  |                                      | 91    |                         |   | 133      |  | (31.2 | )%                |  | (30.2 | )%
|Corporate and Eliminations           |  |                                      |      |                         |   | 1        |  | n/a   |                   |  | n/a   |   
|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Total                                |  | $                                    | 1,227 |                         | $ | 1,304    |  | (5.9  | )%                |  | 1.0   | % 
|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Consumer Services revenue by service |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Retail Measurement Services          |  | $                                    | 453   |                         | $ | 506      |  | (10.5 | )%                |  | 0.6   | % 
|Consumer Panel Services              |  |                                      | 59    |                         |   | 66       |  | (11.4 | )%                |  | (4.8  | )%
|Customized Research Services         |  |                                      | 64    |                         |   | 79       |  | (19.0 | )%                |  | (9.2  | )%
|Other Services                       |  |                                      | 85    |                         |   | 91       |  | (5.6  | )%                |  | 1.2   | % 
|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Total                                |  | $                                    | 661   |                         | $ | 742      |  | (11.0 | )%                |  | (0.8  | )%
|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Media Revenues by division           |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Media                                |  | $                                    | 407   |                         | $ | 354      |  | 15.2  | %                 |  | 17.2  | % 
|Entertainment                        |  |                                      | 32    |                         |   | 37       |  | (15.0 | )%                |  | (9.2  | )%
|Online                               |  |                                      | 36    |                         |   | 37       |  | (3.3  | )%                |  | 1.6   | % 
|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   
|Total                                |  | $                                    | 475   |                         | $ | 428      |  | 11.0  | %                 |  | 13.7  | % 
|                                     |  |                                      |       |                         |   |          |  |       |                   |  |       |   



|                                      |  |                                |   |  |                                |  
|------------------------------------- |  | ------------------------------ | - |  | ------------------------------ | -
|(% of Revenue)                        |  | Three MonthsEndedJune 30, 2009 |   |  | Three MonthsEndedJune 30, 2008 |  
|Revenues by segment                   |  |                                |   |  |                                |  
|Consumer Services                     |  | 54                             | % |  | 57                             | %
|Media                                 |  | 39                             | % |  | 33                             | %
|Business Media                        |  | 7                              | % |  | 10                             | %
|                                      |  |                                |   |  |                                |  
|Total Nielsen                         |  | 100                            | % |  | 100                            | %
|                                      |  |                                |   |  |                                |  
|Consumer Services revenues by service |  |                                |   |  |                                |  
|Retail Measurement Services           |  | 37                             | % |  | 39                             | %
|Consumer Panel Services               |  | 5                              | % |  | 5                              | %
|Customized Research Services          |  | 5                              | % |  | 6                              | %



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##### Table of Contents

|                           |  |                                |   |  |                                |  
|-------------------------- |  | ------------------------------ | - |  | ------------------------------ | -
|(% of Revenue)             |  | Three MonthsEndedJune 30, 2009 |   |  | Three MonthsEndedJune 30, 2008 |  
|Other Services             |  | 7                              | % |  | 7                              | %
|                           |  |                                |   |  |                                |  
|Total                      |  | 54                             | % |  | 57                             | %
|                           |  |                                |   |  |                                |  
|Media revenues by division |  |                                |   |  |                                |  
|Media                      |  | 33                             | % |  | 27                             | %
|Entertainment              |  | 3                              | % |  | 3                              | %
|Online                     |  | 3                              | % |  | 3                              | %
|                           |  |                                |   |  |                                |  
|Total                      |  | 39                             | % |  | 33                             | %
|                           |  |                                |   |  |                                |  
|Business Media             |  | 7                              | % |  | 10                             | %
|                           |  |                                |   |  |                                |  

Consumer Services. Revenues decreased 11.0% to $661 million for the three months ended
June 30, 2009 compared to $742 million for the three months ended June 30, 2008. On a constant currency basis, revenues declined by 0.8% as revenues declined across Consumer Panel, and Customized Research, largely offset by low single
digit growth in Retail Measurement and Other Services, driven by Analytical Consulting, as the economic downturn continued to result in lower client discretionary spending. Overall, there was a slowing of growth in both developed and developing
markets as clients pulled back on their discretionary spending. Europe declined by 5.4% and North America declined by 1.3%, while Asia Pacific grew by 1.0%, and Latin America grew by 15.8%.

Media.Revenues increased 11.0% to $475 million for the three months ended June 30, 2009 compared to $428 million for the three months ended
June 30, 2008. On a constant currency basis, Medias growth of 13.7% was largely due to the impact of the AGB, IAG and Cambridge acquisitions, partly offset by the impact of the divestiture of SRDS and PERQ/HCI in December 2008. Excluding
the net impact of acquisitions and divestitures, Medias revenues grew by 3.3% due to a 5% revenue increase in Nielsen Media North America and increased revenues within Mobile, partly offset by lower revenues within Entertainment. Nielsen Media
North Americas growth continued as a result of increased demand for television audience measurement services, new business, price increases and the continued LPM expansion. Online revenues grew by 1.6% on the launch of new products in the
international markets, partly offset by lower custom and panel revenues in the U.S. Entertainment revenues declined by 9.2% primarily due to lower studio testing volume and lower music revenues.

Business Media.Revenues for the three months ended June 30, 2009 were $91 million, a decline of 31.2% compared to $133 million for the three
months ended June 30, 2008. On a constant currency basis, Business Media decreased by 30.2% due to lower publication revenues caused by industry softness and the divestiture of two non-core publications in the second quarter of 2008. In
addition, exposition revenues declined as a result of lower exhibitor attendance driven by the economic downturn and the divestiture of a non-core Brazilian exposition business in the second quarter of 2009.

Operating Income/(Loss)

The table below sets forth
supplemental operating income data for the three months ended June 30, 2009 compared to the three months ended June 30, 2008, both on an as reported and adjusted basis, adjusting for those items affecting operating income/(loss), as
described above on page 34 within the Consolidated Results commentary. Adjusted operating income/(loss) is a non-GAAP measure and is presented to illustrate the effect of restructuring and other items on reported operating income/(loss), which we
consider to be unusual and non-recurring in nature. Adjusted operating income/(loss) is not a presentation made in accordance with GAAP, and our use of this term may vary from others in our industry. Adjusted operating income/(loss) should not be
considered as an alternative to operating income/(loss) or net income/(loss), or any other performance measures derived in accordance with GAAP as measures of operating performance.



|                                               |  |                                |     |   |                      |   |    |                                |  |   |     |  
|---------------------------------------------- |  | ------------------------------ | --- | - | -------------------- | - | -- | ------------------------------ |  | - | --- | -
|(IN MILLIONS) THREE MONTHS ENDED JUNE 30, 2009 |  | ReportedOperatingIncome/(Loss) |     |   | RestructuringCharges |   |    | AdjustedOperatingIncome/(Loss) | 
|Operating Income/(Loss)                        |  |                                |     |   |                      |   |    |                                |  |   |     |  
|Consumer Services                              |  | $                              | 94  |   |                      | $ | (2 | )                              |  | $ | 92  |  
|Media                                          |  |                                | 103 |   |                      |   | 6  |                                |  |   | 109 |  
|Business Media                                 |  |                                | 7   |   |                      |   | 2  |                                |  |   | 9   |  
|Corporate and Eliminations                     |  |                                | (20 | ) |                      |   |   |                                |  |   | (20 | )
|                                               |  |                                |     |   |                      |   |    |                                |  |   |     |  
|Total                                          |  | $                              | 184 |   |                      | $ | 6  |                                |  | $ | 190 |  
|                                               |  |                                |     |   |                      |   |    |                                |  |   |     |  



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##### Table of Contents

|                                               |  |                                |     |   |                      |   |                                |  |   |     |  
|---------------------------------------------- |  | ------------------------------ | --- | - | -------------------- | - | ------------------------------ |  | - | --- | -
|(IN MILLIONS) THREE MONTHS ENDED JUNE 30, 2008 |  | ReportedOperatingIncome/(Loss) |     |   | RestructuringCharges |   | AdjustedOperatingIncome/(Loss) | 
|Operating Income/(Loss)                        |  |                                |     |   |                      |   |                                |  |   |     |  
|Consumer Services                              |  | $                              | 76  |   |                      | $ | 5                              |  | $ | 81  |  
|Media                                          |  |                                | 77  |   |                      |   | 2                              |  |   | 79  |  
|Business Media                                 |  |                                | 32  |   |                      |   | 1                              |  |   | 33  |  
|Corporate and Eliminations                     |  |                                | (16 | ) |                      |   | 1                              |  |   | (15 | )
|                                               |  |                                |     |   |                      |   |                                |  |   |     |  
|Total                                          |  | $                              | 169 |   |                      | $ | 9                              |  | $ | 178 |  
|                                               |  |                                |     |   |                      |   |                                |  |   |     |  



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##### Table of Contents

Consumer Services. Adjusted operating income for the three months ended June 30, 2009 was $92
million compared to adjusted operating income of $81 million for the three months ended June 30, 2008, an increase of 13.5%, and an increase of 28.9% on a constant currency basis. Revenues were relatively flat for the period as described above
as a result of the growth in Latin America and Asia Pacific being offset by the revenue declines in Europe and North America. Both cost of revenues and selling, general and administrative expenses decreased, 7.8% and 2.9%, respectively, on a
constant currency basis, primarily due to headcount reductions and productivity programs put in place previously in North America and Europe as a result of the Transformation Initiative, offsetting volume related cost increases elsewhere, thereby
resulting in an improvement in adjusted operating income.

Media.Adjusted operating income was $109 million for the three months
ended June 30, 2009 compared to adjusted operating income of $79 million for the three months ended June 30, 2008, an increase of 37.0%, and an increase of 40.3% on a constant currency basis. The increase was primarily attributable to
revenue related growth within Nielsen Media driven by the continued LPM expansion and the operating income impact of the AGB acquisition. Medias cost of revenues, on a constant currency basis, increased by 5.9% due to the impact of the AGB,
IAG and Cambridge acquisitions and volume increases within Nielsen Media North America, partly offset by lower volume related decreases elsewhere, including Entertainment, and the impact of the SRDS and PERQ/HCI divestitures. Medias selling,
general and administrative expenses increased as result of the acquisitions, partly offset by savings within Nielsen Media and the impact of the SRDS and PERQ/HCI divestitures.

Business Media.Adjusted operating income for the three months ended June 30, 2009 was $9 million compared to adjusted operating income of
$33 million for the three months ended June 30, 2008, a decrease of 70.8% on a constant currency basis as a result of the 30.2% constant currency revenue decline discussed above. Business Medias cost of revenues expenses decreased 32.9%
on a constant currency basis, primarily due to headcount reductions, the impact of the divestiture of the two non-core publications in the second quarter of 2008, the divestiture of the non-core Brazilian exposition business in second quarter 2009,
lower publication and distribution costs, and lower editorial and marketing spending.

Corporate and Eliminations. The
adjusted operating loss for the three months ended June 30, 2009 was $20 million compared to an adjusted operating loss of $15 million for the three months ended June 30, 2008. The increase in operating expenses results from an increase in
spending on global initiatives.



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##### Table of Contents

Business Segment Results for the Six Months Ended June 30, 2009 compared to the Six Months Ended June 30,
2008

Revenues

The table below sets
forth certain supplemental revenue growth data for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, 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. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation.



|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|------------------------------------ |  | ---------------------------------- | ----- | ---- | ----------------------- | ----- | -------- |  | ----- | ----------------- |  | ----- | --
|                                     |  | Six Months EndedJune 30(unaudited) |       |      | % Variance2009 vs. 2008 |      
|(IN MILLIONS)                        |  | 2009                               |       | 2008 |                         |       | Reported |  |       | Constant Currency | 
|Revenues by segment                  |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Consumer Services                    |  | $                                  | 1,253 |      | $                       | 1,419 |          |  | (11.7 | )%                |  | (0.4  | )%
|Media                                |  |                                    | 931   |      |                         | 844   |          |  | 10.2  | %                 |  | 13.1  | % 
|Business Media                       |  |                                    | 176   |      |                         | 256   |          |  | (31.2 | )%                |  | (30.4 | )%
|Corporate and Eliminations           |  |                                    |      |      |                         | (1    | )        |  | n/a   |                   |  | n/a   |   
|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Total                                |  | $                                  | 2,360 |      | $                       | 2,518 |          |  | (6.3  | )%                |  | 1.2   | % 
|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Consumer Services revenue by service |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Retail Measurement Services          |  | $                                  | 867   |      | $                       | 981   |          |  | (11.6 | )%                |  | 0.9   | % 
|Consumer Panel Services              |  |                                    | 116   |      |                         | 126   |          |  | (8.2  | )%                |  | 0.8   | % 
|Customized Research Services         |  |                                    | 123   |      |                         | 148   |          |  | (16.9 | )%                |  | (5.8  | )%
|Other Services                       |  |                                    | 147   |      |                         | 164   |          |  | (10.0 | )%                |  | (2.6  | )%
|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Total                                |  | $                                  | 1,253 |      | $                       | 1,419 |          |  | (11.7 | )%                |  | (0.4  | )%
|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Media Revenues by division           |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Media                                |  | $                                  | 798   |      | $                       | 696   |          |  | 14.7  | %                 |  | 16.9  | % 
|Entertainment                        |  |                                    | 62    |      |                         | 73    |          |  | (16.1 | )%                |  | (9.9  | )%
|Online                               |  |                                    | 71    |      |                         | 75    |          |  | (5.2  | )%                |  | (0.6  | )%
|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   
|Total                                |  | $                                  | 931   |      | $                       | 844   |          |  | 10.2  | %                 |  | 13.1  | % 
|                                     |  |                                    |       |      |                         |       |          |  |       |                   |  |       |   



|                                      |  |                              |   |  |                              |  
|------------------------------------- |  | ---------------------------- | - |  | ---------------------------- | -
|(% of Revenue)                        |  | Six MonthsEndedJune 30, 2009 |   |  | Six MonthsEndedJune 30, 2008 |  
|Revenues by segment                   |  |                              |   |  |                              |  
|Consumer Services                     |  | 53                           | % |  | 56                           | %
|Media                                 |  | 39                           | % |  | 34                           | %
|Business Media                        |  | 8                            | % |  | 10                           | %
|                                      |  |                              |   |  |                              |  
|Total Nielsen                         |  | 100                          | % |  | 100                          | %
|                                      |  |                              |   |  |                              |  
|Consumer Services revenues by service |  |                              |   |  |                              |  
|Retail Measurement Services           |  | 37                           | % |  | 39                           | %
|Consumer Panel Services               |  | 5                            | % |  | 5                            | %
|Customized Research Services          |  | 5                            | % |  | 6                            | %
|Other Services                        |  | 6                            | % |  | 6                            | %
|                                      |  |                              |   |  |                              |  
|Total                                 |  | 53                           | % |  | 56                           | %
|                                      |  |                              |   |  |                              |  



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|                           |  |                              |   |  |                              |  
|-------------------------- |  | ---------------------------- | - |  | ---------------------------- | -
|(% of Revenue)             |  | Six MonthsEndedJune 30, 2009 |   |  | Six MonthsEndedJune 30, 2008 |  
|Media revenues by division |  |                              |   |  |                              |  
|Media                      |  | 34                           | % |  | 28                           | %
|Entertainment              |  | 2                            | % |  | 3                            | %
|Online                     |  | 3                            | % |  | 3                            | %
|                           |  |                              |   |  |                              |  
|Total                      |  | 39                           | % |  | 34                           | %
|                           |  |                              |   |  |                              |  
|Business Media             |  | 7                            | % |  | 10                           | %
|                           |  |                              |   |  |                              |  

Consumer Services. Revenues decreased by 11.7% to $1,253 million for the six months ended
June 30, 2009 compared to $1,419 million for the six months ended June 30, 2008. On a constant currency basis, revenue growth was flat as growth in Retail Measurement Services and Consumer Panel Services was offset by a decline in
Customized Research due to lower client discretionary spending and a decline of 2.6% in Other Services as a result of lower BASES revenue, partly offset by increased Analytical Consulting revenues. Overall, there was a slowing of growth in both
developed and developing markets as clients continue to pull back on their discretionary spending. Europe declined by 4.2% and North America declined by 0.8%, while Latin America grew by 12.3% and Asia Pacific grew by 2.0%.

Media.Revenues increased by 10.2% to $931 million for the six months ended June 30, 2009 compared to $844 million for the six months ended
June 30, 2008. On a constant currency basis, Medias growth of 13.1% was largely due to the impact of the AGB, IAG and Cambridge acquisitions, partly offset by the impact of the divestiture of SRDS and PERQ/HCI in December 2008. Excluding
the net impact of acquisitions and divestitures, Medias revenues grew by 3.3% due to a 6.8% revenue increase in Nielsen Media North America and increased Mobile revenues, partly offset by lower Entertainment revenues. Nielsen Media North
Americas growth continued as a result of increased demand for television audience measurement services, new business, price increases and the continued LPM expansion. Online revenues were flat as lower growth in custom and panel revenues in
the U.S. offset international revenue growth. Entertainment declined by 9.9% primarily due to lower studio testing and lower music revenues.

Business Media.Revenues for the six months ended June 30, 2009 were $176 million, a decline of 31.2% compared to $256 million for the six months ended June 30, 2008. On a constant currency basis, Business Media decreased
by 30.4% due to lower Publication revenues caused by industry softness and the divestiture of two non-core publications in the first half of 2008. In addition, exposition revenues declined as a result of lower exhibitor attendance driven by the
economic downturn and the divestiture of a non-core Brazil exposition business in the second quarter of 2009. Excluding the impact of the non-core publication and exposition divestitures, Business Medias revenues declined by 26.4%.

Operating Income/(Loss)

The table below sets
forth supplemental operating income data for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, both on an as reported and adjusted basis, adjusting for those items affecting operating income/(loss), as
described above on page 34 within the Consolidated Results commentary. Adjusted operating income/(loss) is a non-GAAP measure and is presented to illustrate the effect of restructuring and other items on reported operating income/(loss), which we
consider to be unusual and non-recurring in nature. Adjusted operating income/(loss) is not a presentation made in accordance with GAAP, and our use of this term may vary from others in our industry. Adjusted operating income/(loss) should not be
considered as an alternative to operating income/(loss) or net income/(loss), or any other performance measures derived in accordance with GAAP as measures of operating performance.



|                                             |  |                                |     |   |                      |   |                                |  |   |     |  
|-------------------------------------------- |  | ------------------------------ | --- | - | -------------------- | - | ------------------------------ |  | - | --- | -
|(IN MILLIONS) SIX MONTHS ENDED JUNE 30, 2009 |  | ReportedOperatingIncome/(Loss) |     |   | RestructuringCharges |   | AdjustedOperatingIncome/(Loss) | 
|Operating Income/(Loss)                      |  |                                |     |   |                      |   |                                |  |   |     |  
|Consumer Services                            |  | $                              | 136 |   |                      | $ | 1                              |  | $ | 137 |  
|Media                                        |  |                                | 182 |   |                      |   | 6                              |  |   | 188 |  
|Business Media                               |  |                                | 17  |   |                      |   | 3                              |  |   | 20  |  
|Corporate and Eliminations                   |  |                                | (42 | ) |                      |   | 1                              |  |   | (41 | )
|                                             |  |                                |     |   |                      |   |                                |  |   |     |  
|Total                                        |  | $                              | 293 |   |                      | $ | 11                             |  | $ | 304 |  
|                                             |  |                                |     |   |                      |   |                                |  |   |     |  



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|                                             |  |                                |     |   |                      |   |                                |  |   |     |  
|-------------------------------------------- |  | ------------------------------ | --- | - | -------------------- | - | ------------------------------ |  | - | --- | -
|(IN MILLIONS) SIX MONTHS ENDED JUNE 30, 2008 |  | ReportedOperatingIncome/(Loss) |     |   | RestructuringCharges |   | AdjustedOperatingIncome/(Loss) | 
|Operating Income/(Loss)                      |  |                                |     |   |                      |   |                                |  |   |     |  
|Consumer Services                            |  | $                              | 115 |   |                      | $ | 9                              |  | $ | 124 |  
|Media                                        |  |                                | 147 |   |                      |   | 3                              |  |   | 150 |  
|Business Media                               |  |                                | 58  |   |                      |   | 1                              |  |   | 59  |  
|Corporate and Eliminations                   |  |                                | (36 | ) |                      |   | 3                              |  |   | (33 | )
|                                             |  |                                |     |   |                      |   |                                |  |   |     |  
|Total                                        |  | $                              | 284 |   |                      | $ | 16                             |  | $ | 300 |  
|                                             |  |                                |     |   |                      |   |                                |  |   |     |  



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##### Table of Contents

Consumer Services. Adjusted operating income for the six months ended June 30, 2009 was $137
million compared to adjusted operating income of $124 million for the six months ended June 30, 2008, an increase of 10.1%, and an increase of 28.2% on a constant currency basis. Revenues were relatively flat for the period as described above
as a result of the growth in Latin America and Asia Pacific being offset by revenue declines in the U.S. and Europe. Both cost of revenues and selling, general and administrative expenses decreased, 5.6% and 2.3%, respectively, on a constant
currency basis, primarily due to headcount reductions and productivity programs put in place previously in North America and Europe as a result of the Transformation Initiative, offsetting volume related cost increases elsewhere, thereby resulting
in an improvement in adjusted operating income.

Media.Adjusted operating income was $188 million for the six months ended
June 30, 2009 compared to adjusted operating income of $150 million for the six months ended June 30, 2008, an increase of 25.4%, and an increase of 28.9% on a constant currency basis. The increase was primarily attributable to revenue
related growth within Nielsen Media driven by the continued LPM expansion and the operating income impact of the AGB acquisition. Medias cost of revenues, on a constant currency basis, increased by 8.6% due to the impact of the AGB and IAG
acquisitions and volume increases within Nielsen Media North America, partly offset by lower volume related decreases elsewhere, including Entertainment, and the impact of the SRDS and PERQ/HCI divestitures. Medias selling, general and
administrative expenses, on a constant currency basis, increased by 4.6% as result of the acquisitions, partly offset by savings within Nielsen Media and the impact of the SRDS and PERQ/HCI divestitures.

Business Media.Adjusted operating income for the six months ended June 30, 2009 was $20 million compared to adjusted operating income of $59
million for the six months ended June 30, 2008, a decrease of 65.3% on a constant currency basis as a result of Business Medias 30.4% constant currency revenue decline discussed above. Both cost of revenues and selling, general and
administrative expenses decreased, 34.7% and 8.4%, respectively, on a constant currency basis, primarily due to headcount reductions, the impact of the divestiture of the two non-core publications in the second quarter of 2008, the divestiture of
the non-core Brazilian exposition business in second quarter 2009, lower publication and distribution costs, and lower editorial and marketing spending.

Corporate and Eliminations. The adjusted operating loss for the six months ended June 30, 2009 was $41 million compared to an adjusted operating loss of $33 million for the six months ended June 30,
2008. The increase in operating expenses results from an increase in spending on global initiatives.

Liquidity and Capital Resources

Overview

As a result of the Valcon
Acquisition and related financing, our contractual obligations, commitments and debt service requirements over the next several years are significant. Our primary source of liquidity will continue to be cash generated from operations as well as
existing cash. At June 30, 2009, cash and cash equivalents were $386 million and our total indebtedness was $8,714 million. In addition, we also had $605 million available for borrowing under our senior secured revolving credit facility at
June 30, 2009.

We believe we will have available resources to meet both our short-term and long-term liquidity requirements,
including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the revolving credit facility, will provide sufficient liquidity to fund our current obligations,
projected working capital requirements, restructuring obligations, and capital spending over the next year. In addition we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly
issued debt securities) in privately negotiated or open market transactions, by tender offer or otherwise. It is possible that continued changes to global economic conditions could adversely affect our cash flows through increased interest costs or
our ability to obtain external financing or to refinance existing indebtedness.

Use of Proceeds of Transactions and other Financing Transactions

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

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



44



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

In April 2009, we issued $500 million in aggregate principal amount of 11.5% Senior Notes due 2016 at an issue price of $461 million with cash proceeds
of approximately $452 million, net of fees and expenses.

In June 2009, we purchased and cancelled all of our remaining outstanding GBP
149 million 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby we paid, and participating note holders received, par value for the notes, plus accrued interest. In conjunction with the GBP note
cancellation we satisfied, and paid in cash, the remarketing settlement value to two holders of the remaining portion of the remarketing option associated with the notes. In addition, we unwound the remaining portion of our existing GBP/Euro foreign
currency swap, which was previously designated as a foreign currency cash flow hedge. We recorded a net loss of approximately $12 million in June 2009 as a component of other expense, net in the condensed consolidated statement of operations as a
result of the combined elements of this transaction. The net cash paid for the combined elements of this transaction was approximately $330 million.

In June 2009, we entered into a Senior Secured Loan Agreement with Goldman Sachs Lending Partners, LLC, which provides for senior secured term loans in the aggregated principal amount of $500 million (the New
Term Loans) bearing interest at a fixed rate of 8.50%. The New Term Loans are secured on a pari passu basis with our existing obligations under its senior secured credit facilities and have a maturity of eight years. The net proceeds from the
issuance of the New Term Loans of approximately $481 million were used in their entirety to pay down senior secured term loan obligations under our existing senior secured credit facilities.

In June 2009, we received the requisite consent to amend our senior secured credit facilities to permit, among other things: (i) future issuances of
additional secured notes or loans, which may include, in each case, indebtedness secured on a pari passu basis with our obligations under the senior secured credit facilities, so long as (a) the net cash proceeds from any such issuance are used
to prepay term loans under the senior secured credit facilities at par until $500 million of term loans have been paid, and (b) 90% of the net cash proceeds in excess of the first $500 million from any such issuance (but all of the net cash
proceeds after the first $2.0 billion) are used to prepay term loans under the senior secured credit facilities at par; and (ii) allow us to agree with lenders to extend the maturity of their term loans and revolving commitments and for us to
pay increased interest rates or otherwise modify the terms of their loans in connection with such an extension (subject to certain limitations, including mandatory increases of interest rates under certain circumstances) (collectively, the
Amendment). In connection with the Amendment, we extended the maturity of $1.25 billion of existing term loans from August 9, 2013 to May 1, 2016. The interest rate margins of term loans that were extended were increased to
3.75%. The Amendment and the subsequent extension of maturity of a portion of the existing term loans is considered a modification of our existing obligations and has been reflected as such in the condensed consolidated financial statements. We
recorded a charge of approximately $4 million in June 2009 as a component of other expense, net in the condensed consolidated statement of operations primarily relating to the write-off of previously deferred debt issuance costs as a result of this
modification.



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Cash Flows

Operating activities. Net cash provided by operating activities was $151 million for the six months ended June 30, 2009, compared to $70 million for the six months ended June 30, 2008. The primary drivers for the increase
in cash flows from operating activities were growth in operating income, improvements in working capital management including better alignment in the timing of trade payable settlements as well as improved collections on trade receivables, lower
interest payments driven by a decline in interest rates on our variable rate debt and lower bonus payments. These benefits were offset slightly by an increase in tax payments.

Investing activities. Net cash used in investing activities was $143 million for the six months ended June 30, 2009, compared to $403 million
for the six months ended June 30, 2008. The lower net cash usage was primarily driven by lower acquisition payments as a result of our acquisition of IAG in May 2008 and lower capital expenditures.

Capital expenditures for property, plant, equipment, software and other assets totaled $132 million for the six months ended June 30, 2009 versus
$171 million for the six months ended June 30, 2008. The primary reasons for the decrease in capital expenditures related to lower 2009 spend on the LPM expansion by Nielsen Media and lower computer hardware purchases.

Financing activities. For the six months ended June 30, 2009 we had net cash used in financing activities of $99 million as compared to net
cash provided by financing activities of $324 million for the six months ended June 30, 2008. The comparative use of cash was mainly driven by our repayments of $220 million on our revolving credit facility for the six months ended
June 30, 2009 as compared to net borrowings of $185 million for the six months ended June 30, 2008 as well as the results of the financing transactions described above under the Use of Proceeds of Transactions and other Financing
Transactionssection above.

Covenant EBITDA

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



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



| | (7) | after October 1, 2012, the maximum ratio is 6.25 to 1.0.
| | --- | --------------------------------------------------------

In addition, our senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a minimum ratio of Covenant EBITDA to Consolidated Interest Expense of 1.25 to
1.0, including Nielsen interest expense, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ended September 30, 2007. For test periods commencing between
October 1, 2007 and September 30, 2008, the minimum ratio is 1.35 to 1.0 and for the test period commencing October 1, 2008 and ending September 30, 2009 the minimum ratio requirement will be 1.50 to 1.0. This covenant
steps up over time to a minimum ratio of Covenant EBITDA to Consolidated Interest Expense of 1.75 to 1.0, including Nielsen interest expense, as of the last day of the fiscal quarter ended 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 June 30, 2009, we were in compliance with
the covenants described above.



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We also measure the ratio of secured net debt to Covenant EBITDA because our senior secured credit
facility contains a provision which will result in a decrease of the applicable interest rate by 0.25% if the ratio is lower than 4.25. Effective April 2, 2008, we obtained a 25 basis point reduction of the applicable margin on our
U.S. Dollar and Euro senior secured term loan facilities as a result of achieving a secured leverage ratio below 4.25 as of December 31, 2007.

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

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 payable to the Sponsors;
| | - |  | ---------------------------------------------------------



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

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

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

The following is a reconciliation of our net loss from continuing
operations, for the three and twelve months ended June 30, 2009, to Covenant EBITDA as defined above under our senior secured credit facilities:



|                                                         |  |                                 |     |   |                                  |   |       |  
|-------------------------------------------------------- |  | ------------------------------- | --- | - | -------------------------------- | - | ----- | -
|                                                         |  | Covenant EBITDA(unaudited)      |    
|(IN MILLIONS)                                            |  | Three months endedJune 30, 2009 |     |   | Twelve months endedJune 30, 2009 |  
|Loss from continuing operations                          |  | $                               | (9  | ) |                                  | $ | (460  | )
|Interest expense, net                                    |  |                                 | 151 |   |                                  |   | 622   |  
|Benefit for income taxes                                 |  |                                 | (20 | ) |                                  |   | (3    | )
|Depreciation and amortization                            |  |                                 | 137 |   |                                  |   | 531   |  
|                                                         |  |                                 |     |   |                                  |   |       |  
|EBITDA                                                   |  |                                 | 259 |   |                                  |   | 690   |  
|Non-cash charges(1)                                      |  |                                 | (6  | ) |                                  |   | 431   |  
|Unusual or non-recurring items(2)                        |  |                                 | 75  |   |                                  |   | 14    |  
|Restructuring charges and business optimization costs(3) |  |                                 | 10  |   |                                  |   | 129   |  
|Cost savings(4)                                          |  |                                 | NA  |   |                                  |   |      |  
|Sponsor monitoring fees(5)                               |  |                                 | 3   |   |                                  |   | 12    |  
|Other(6)                                                 |  |                                 | (7  | ) |                                  |   | 16    |  
|                                                         |  |                                 |     |   |                                  |   |       |  
|Covenant EBITDA                                          |  | $                               | 334 |   |                                  | $ | 1,292 |  
|                                                         |  |                                 |     |   |                                  |   |       |  



47



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##### Table of Contents

|                                                                                              |  |   |        |  
|--------------------------------------------------------------------------------------------- |  | - | ------ | -
|Credit Statistics:                                                                            |  |   |        |  
|Current portion of long term debt, capital lease obligation and other short-term borrowings   |  | $ | 121    |  
|Non-current portion of long-term debt and capital lease and other obligations                 |  |   | 8,593  |  
|                                                                                              |  |   |        |  
|Total debt                                                                                    |  |   | 8,714  |  
|                                                                                              |  |   |        |  
|Cash and cash equivalents                                                                     |  |   | 386    |  
|Less: Additional deduction per credit agreement                                               |  |   | 10     |  
|                                                                                              |  |   |        |  
|Cash and cash equivalents excluding cash of unrestricted subsidiaries/deduction               |  |   | 376    |  
|                                                                                              |  |   |        |  
|Net debt, including Nielsen net debt(7)                                                       |  |   | 8,338  |  
|Less: Unsecured debenture loans                                                               |  |   | (3,285 | )
|Less: Other unsecured net debt                                                                |  |   | (3     | )
|                                                                                              |  |   |        |  
|Secured net debt(8)                                                                           |  | $ | 5,050  |  
|                                                                                              |  |   |        |  
|Net debt, excluding $384 million (at June 30, 2009) of Nielsen net debt(9)                    |  | $ | 7,954  |  
|Ratio of secured net debt to Covenant EBITDA                                                  |  |   | 3.91   |  
|Ratio of net debt (excluding Nielsen net debt) to Covenant EBITDA(10)                         |  |   | 6.16   |  
|Consolidated interest expense, including Nielsen interest expense(11)                         |  |   | 568    |  
|Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense |  |   | 2.27   |  



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



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



|                                                                                |  |                                |    |                                  |   |      |  
|------------------------------------------------------------------------------- |  | ------------------------------ | -- | -------------------------------- | - | ---- | -
|                                                                                |  | Three monthsendedJune 30, 2009 |    | Twelve months endedJune 30, 2009 |  
|Currency exchange rate differences on financial transactions and other gains(a) |  | $                              | 56 |                                  | $ | (110 | )
|Loss on Derivative Instruments                                                  |  |                                | 11 |                                  |   | 81   |  
|Duplicative running costs(b)                                                    |  |                                | 5  |                                  |   | 20   |  
|U.S. Listing/Consulting Fees Costs                                              |  |                                | 1  |                                  |   | 7    |  
|Other(e)                                                                        |  |                                | 2  |                                  |   | 16   |  
|                                                                                |  |                                |    |                                  |   |      |  
|Total                                                                           |  | $                              | 75 |                                  | $ | 14   |  
|                                                                                |  |                                |    |                                  |   |      |  





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



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



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



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



|(4) | Represents the amount of run rate cost savings related to the Transformation Initiative projected by us in good faith to be realized as a result of specified actions. Run rate
savings represent estimated annualized savings expected to be realized one year from June 30, 2009. We have elected not to add back any run rate cost savings relating to existing actions for this period. We do not make specific assumptions
relating to run rate cost savings on an interim basis. See Note 5 to the condensed consolidated financial statements, Restructuring Activities, contained in Part I, Item 1 above for discussion of the Transformation Initiative.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The adjustments reflecting estimated cost savings constitute forward looking statements described within
the Private Securities Litigation Reform Act of 1995, as amended. 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.



|(5) | Represents the annual Sponsor monitoring fees.
|--- | ----------------------------------------------



|(6) | These adjustments include the pro forma EBITDA impact of businesses that were acquired during the last twelve months, 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 June 30, 2009 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Net debt, as defined, excluding $384 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 Nielsens Senior Discount Notes) to Covenant EBITDA presented above does not include $384
million of Nielsen net 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 on June 30, 2009, including $31 million of interest expense of Nielsen as follows:
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                       |  |   |    
|-------------------------------------------------------------------------------------- |  | - | ---
|(IN MILLIONS)                                                                          |  |  
|Cash Interest Expense                                                                  |  | $ | 467
|Less: Cash Interest Income                                                             |  |   | 13 
|                                                                                       |  |   |    
|Net Cash Interest Expense for the twelve months ended June 30, 2009                    |  |   | 454
|Plus: Pro Forma impact for acquisitions, divestitures and debt issuance and retirement |  |   | 114
|                                                                                       |  |   |    
|Pro Forma Cash Interest Expense for the twelve months ended June 30, 2009              |  | $ | 568
|                                                                                       |  |   |    

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

Transactions with Sponsors and Other Related Parties

We recorded $3 million and $6 million in selling, general and administrative expenses related to Sponsor management fees, travel and consulting for both the three and six months ended June 30, 2009 and
June 30, 2008, respectively.

In June 2009, Valcon Acquisition Holding BV granted 350,000 time-based stock options to affiliates of
Centerview Partners (Centerview), a shareholder of a Nielsen parent, in connection with one of its partners being elected Chairman of the Supervisory Board of Nielsen. As of June 30, 2009, Centerview collectively holds 500,000
performance-based options and 350,000 time-based options to purchase shares in Valcon.

Commitments and Contingencies

Legal Proceedings and Contingencies

We are
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 A.C. Nielsen Company (ACNielsen) and Cognizant Corporation (Cognizant) (the 1996 Spin-Off).



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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 Valcon, 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 factors, 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.

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. During the three months ended June 30, 2009, we paid
approximately $11 million for the settlement of all probable claims relating to these matters.

Sunbeam Television Corp.

Sunbeam Television Corp. (Sunbeam) filed a lawsuit in Federal District Court in Miami, Florida on April 30, 2009. The lawsuit alleges
that Nielsen Media Research, Inc. violated Federal and Florida state antitrust laws and Floridas unfair trade practices laws by attempting to maintain a monopoly and abuse its position in the market, and breached its contract with Sunbeam by
producing defective ratings data through its sampling methodology. The complaint does not specify the amount of damages sought and seeks declaratory and equitable relief. We believe this lawsuit is without merit and intends to defend it vigorously.

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

Off-Balance Sheet Arrangements

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

Summary of Recent Accounting Pronouncements

In
December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141(R), Business Combinations, a replacement of SFAS 141 (SFAS
141(R)). SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008 and applies to all business combinations. SFAS 141(R) provides that, upon initially obtaining control, an acquirer shall recognize 100 percent of
the fair values of acquired assets, including goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100 percent of its target. As a consequence, the current step acquisition model will be eliminated.
Additionally, SFAS 141(R) changes



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current practice, in part, as follows: (i) contingent consideration arrangements will be fair valued at the acquisition date and included on that basis
in the purchase price consideration; (ii) transaction costs will be expensed as incurred, rather than capitalized as part of the purchase price; (iii) pre-acquisition contingencies, such as those relating to legal matters, will generally
have to be accounted for in purchase accounting at fair value; (iv) in order to accrue for a restructuring plan in purchase accounting, the requirements in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities would have to be met at the acquisition date; and (v) changes to valuation allowances for deferred income tax assets and adjustments to unrecognized tax benefits generally will be recognized as adjustments to income tax expense
rather than goodwill. We adopted the provisions of SFAS 141(R) effective January 1, 2009 and such adoption did not have a material impact on our condensed consolidated financial statements as of June 30, 2009 and for the three and six
months then ended. However, the provisions of SFAS 141(R) will impact our treatment of adjustments to existing tax contingencies and business combinations after January 1, 2009.

Effective January 1, 2009, we adopted and retrospectively applied SFAS No. 160 Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51, (SFAS 160). This statement establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income
attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes
disclosure requirements that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 clarifies that a noncontrolling interest in a subsidiary should be reported as a component of equity
in the condensed consolidated financial statements and requires disclosure, on the face of the condensed consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interests.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement
No. 157 (FSP 157-2), which delayed the effective date of SFAS No. 157, Fair Value Measurements (SFAS 157) for all non-financial assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of 2009. Therefore, effective January 1, 2009, we adopted SFAS 157 for non-financial assets and
non-financial liabilities. The adoption of SFAS 157 for non-financial assets and non-financial liabilities that are not measured and recorded at fair value on a recurring basis did not have a significant impact on our condensed consolidated
financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses
derivative instruments; (b) derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities; and
(c) derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. The adoption of SFAS 161, effective January 1, 2009, had no impact on our condensed consolidated
financial statements as of June 30, 2009 and for the three and six months then ended. The additional disclosures required by this statement are included in Note 7  Fair Value of Financial Instruments.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosure about Fair Value of Financial Instruments (FSP
107-1/APB 28-1). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, Disclosures about the Fair Value of Financial Instruments. Additionally, FSP
107-1/APB 28-1 requires disclosure of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes of the methods and significant assumptions from prior periods. FSP
107-1/APB 28-1 does not change the accounting treatment for these financial instruments and is effective for us beginning in the second quarter 2009. The adoption of FSP 107-1/APB 28-1, effective April 1, 2009, had no impact on our condensed
consolidated financial statements as of June 30, 2009 and for the three and six months then ended. The additional disclosures required by this statement are included in Note 8  Long-term Debt and Other Financing Arrangements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 provides guidance on managements
assessment of subsequent events and incorporates this guidance into accounting literature. SFAS 165 is effective prospectively for interim and annual periods ending after June 15, 2009. The implementation of this standard did not have a
material impact on our condensed consolidated financial statements. We have evaluated subsequent events through August 12, 2009, the date of issuance of our condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS 167 amends the
consolidation guidance applicable to variable interest entities and affects the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective for fiscal years beginning after November 15, 2009. We are currently
assessing the impact of SFAS 167 on our consolidated financial position and results of operations.



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In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 stipulates the FASB Accounting Standards Codification is the source of authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities. SFAS 168 is effective for financials statements issued for interim and annual periods ending after September 15, 2009. The implementation of this standard will not have a material impact on our
consolidated financial statements.



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

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

Foreign Currency Exchange Risk

We operate globally, deriving approximately 44% of revenues for the
six months ended June 30, 2009 in currencies other than the U.S. Dollar. We predominantly 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.

The table below details the percentage of revenues and expenses by currency for the period from
January 1, 2009 to June 30, 2009:



|                |  |              |   |  |      |   |  |                  |  
|--------------- |  | ------------ | - |  | ---- | - |  | ---------------- | -
|                |  | U.S. Dollars |   |  | Euro |   |  | Other Currencies |  
|Revenues        |  | 56           | % |  | 13   | % |  | 31               | %
|Operating costs |  | 57           | % |  | 14   | % |  | 29               | %

Based on the twelve months ended December 31, 2008, a one cent change in the U.S. Dollar/Euro
exchange rate will impact revenues by approximately $5 million annually, with an immaterial impact on operating income.

Interest Rate Risk

At June 30, 2009, we had $4,910 million in carrying value of floating-rate debt under our senior secured credit facilities and our
EMTN floating rate notes. A one percentage point increase in these floating rates would increase our annual interest expense by approximately $49 million. Given our exposure to volatility in floating rates, we continuously evaluate hedging
opportunities, which have resulted in our execution of interest rate swap hedging instruments in November 2006, January 2007, February 2008 and February 2009. Although these instruments provide us with an economic hedge of our overall
exposure to changes in interest rates, we discontinued hedge accounting on a significant portion of our interest rate swap portfolio in February 2009 and therefore all changes in fair value of the interest rate swaps are reflected as a component of
derivative gains and losses within our consolidated statement of operations.

Derivative instruments involve, to varying degrees, elements
of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments, as these transactions were executed with a diversified
group of major financial institutions with a minimum investment-grade or better credit rating. Our credit risk exposure is managed through the continuous monitoring of our exposures to such counterparties.



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Our overall risk interest rate risk management strategy as well as recent developments in the U.S. and
global financial markets resulted in adjustments to our tolerable exposures to interest rate and foreign currency risk. In February 2009, Nielsen modified the reset interest rate underlying its $4,525 million senior secured term loan in order to
achieve additional economic interest benefit and, as a result, the related floating-to-fixed interest rate swap derivative financial instruments became ineffective. In addition, in February 2009, we entered into two three-year forward interest rate
swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of our variable-rate debt at an average rate of 2.47%. The commencement date of the interest rate swaps
coincides with a $1 billion notional amount interest rate swap maturity that was entered into in November 2006. These derivative instruments have been designated as interest rate cash flow hedges.

Equity Price Risk

We are not exposed to material equity risk.



|Item 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 Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of June 30, 2009 (the Evaluation Date). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and
forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its principal executive
and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



|(b) | Changes in Internal Control over Financial Reporting
|--- | ----------------------------------------------------

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

PART II. OTHER INFORMATION



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

Information in response to this
Item is incorporated by reference to the information set forth in Note 13 Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 above.



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

There have been no material changes
to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.



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

Not applicable.



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|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
|------- | --------



|              |  |                                                                                                                                                                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibits                                                                                                                                                                                                                                                                                       
|              | 
|4.6(k)        |  | Tenth Supplemental Indenture, dated as of May 21, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law
Debenture Trust Company of New York, as Trustee, for the 121/2% Senior
Subordinated Discount Notes due 2016         
|              | 
|4.6(l)        |  | Eleventh Supplemental Indenture, dated as of May 21, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law
Debenture Trust Company of New York, as Trustee, for the 121/2% Senior
Subordinated Discount Notes due 2016      
|              | 
|4.9(b)        |  | Second Supplemental Indenture, dated as of February 13, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and
Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 11.625% Senior Notes due 2014
|              | 
|4.10(a)       |  | First Supplemental Indenture, dated as of February 13, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and
Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 11.5% Senior Notes due 2016   
|              | 
|10.10(h)      |  | Restricted Stock Unit Award Agreement, dated as of June 19, 2009, between Valcon Acquisition Holding B.V. and Mitchell Habib                                                                                                                                                                                  
|              | 
|10.22(f)      |  | Form of Stock Option Agreement between Valcon Acquisition Holding B.V. and Centerview Partners Holdings, L.L.C.                                                                                                                                                                                               
|              | 
|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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SIGNATURES

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



|                      |  |  |  |                                                                                                        
|--------------------- |  |  |  | -------------------------------------------------------------------------------------------------------
|                      |  |  |  | The Nielsen Company B.V.                                                                               
|                      |  |  |  | (Registrant)                                                                                           
|                      |  | 
|                      |  |  |  | /s/ Jeffrey R. Charlton                                                                                
|Date: August 12, 2009 |  |  |  | Jeffrey R. Charlton                                                                                    
|                      |  |  |  | Senior Vice President and Corporate Controller Duly
Authorized Officer and Principal Accounting Officer



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EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibits                                                                                                                                                                                                                                                                                       
|              | 
|4.6(k)        |  | Tenth Supplemental Indenture, dated as of May 21, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law
Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016        
|              | 
|4.6(l)        |  | Eleventh Supplemental Indenture, dated as of May 21, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law
Debenture Trust Company of New York, as Trustee, for the 12 1/2%
Senior Subordinated Discount Notes due 2016     
|              | 
|4.9(b)        |  | Second Supplemental Indenture, dated as of February 13, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and
Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 11.625% Senior Notes due 2014
|              | 
|4.10(a)       |  | First Supplemental Indenture, dated as of February 13, 2009, among The Cambridge Group, Inc., an Illinois corporation and an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and
Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 11.5% Senior Notes due 2016   
|              | 
|10.10(h)      |  | Restricted Stock Unit Award Agreement, dated as of June 19, 2009, between Valcon Acquisition Holding B.V. and Mitchell Habib                                                                                                                                                                                  
|              | 
|10.22(f)      |  | Form of Stock Option Agreement between Valcon Acquisition Holding B.V. and Centerview Partners Holdings, L.L.C.                                                                                                                                                                                               
|              | 
|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)                                                                                                                                                 



56