3q 2011 investor presentation

NLSN 3Q 2011

Investor

Presentation

Q3 11 Investor PresentationCopyright © 2011 Nielsen Holdings N.V. 2

Forward Looking Statements

The following discussion contains forward-looking statements, including those about Nielsen’s outlook

and prospects, in the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements are those which are not historical facts. These and other statements that relate to future

results and events are based on Nielsen’s current expectations.

Our actual results in future periods may differ materially from those currently expected because of a

number of risks and uncertainties. The risks and uncertainties that we believe are material are outlined

in our disclosure filings and materials, which you can find on http://ir.nielsen.com. Please consult these

documents for a more complete understanding of these risks and uncertainties. We disclaim any

intention or obligation to update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise, except as may be required by law.

Our outlook is provided as of October 27, 2011 for the purpose of providing information about current

expectations for 2011. This information may not be appropriate for other purposes.


Who is Nielsen

Deliver critical media and marketing information, analytics and

industry expertise about “What Consumers Buy” and

“What Consumers Watch” on a global and local basis

What

we do

Operate in over 100 countries worldwide

Over 90 years of operating experience

Private equity ownership since 2006

Incorporated in Netherlands

January 2011 Initial Public Offering NYSE: NLSN

2010 Revenues of $5.1 billion

Adjusted EBITDA of $1.4 billion

Our

history

Recent

results

Q3 11 Investor PresentationCopyright © 2011 Nielsen Holdings N.V.

Investment Highlights

4

Comprehensive understanding of what consumers buy and watch

Global leader in our segments with market presence in ~100 countries

“Mission critical” measurement and analytics embedded in client workflows

Syndicated, scalable products and services

Favorable market trends provide organic growth opportunities

Proven track record of growth and economic resilience

Accelerated earnings growth through deleveraging


• Multi-year contract

• 70+ year relationship

• Multi-year contract

• 50+ year relationship

Retail sale measurement

of consumer goods in stores

Measurement of TV viewing,

online surfing and mobile phone activity

Consumer packaged goods clients

• Enhance sales and marketing

• Optimize pricing and promotion

• Monitor distribution and inventory

Media clients

• Price advertising inventory

• Maximize value of content

• Plan, optimize and measure ad spending

5

Foundation of Nielsen’s Business Model

What Consumers Buy What Consumers Watch

Our measurements and analytics are embedded in client metrics, strategy and daily operations

We provide:

This helps:

An example:


What Consumers Buy: 2010 revenue $3,260M

We provide a comprehensive view of the global consumer

InformationRetail sales measurement

and market share information

InsightsAdvanced analytical

capabilities and solutions

• Presence in ~100 countries

• Measure billions of

monthly point-of-sale

transactions

• Proprietary data

• 250,000 household

panelists in 25 countries

• Demand strategy

• Product innovation

• Pricing and promotion

• Marketing ROI

• Help clients “see

around corners”


What Consumers Watch: 2010 revenue $1,698M

InformationGlobal audience measurement

across devices and platforms

InsightsAudience analytics, advertising

effectiveness and consumer research

We measure consumption across all distribution channels

• Television: 29 countries

Online: 46 countries

Mobile: 10 countries

• “Currency” for U.S

television advertising

• Proprietary, privacy-

protected data methods

• Innovation around

changing viewer behavior

(online, tablet, mobile, social)

• Solutions for advertisers

to increase impact

• Analytics to enhance the

value of media inventory

• Leader in social media

measurement

• Strategic relationships(Google, Facebook, McKinsey)


Buy Watch Highlights

Long-Term, Best-In-Class Client Base

• More than 20,000 clients

• Relationships with top 10

clients for over 30 years

• Long term contracts provide

stable, recurring revenues

• No client represents more

than 4% of 2010 revenue

8

http://www.kroger.com/


Expositions Segment

9

Highlights

• 2010 revenue of $168 million - 3.3% of total revenue

• Completed disposition of publishing assets in 2010

• One of the largest operators of business-to-business trade shows in US

• Produce ~40 shows, connecting ~270,000 buyers and sellers across 20 industries

• Strong margins and cash flows

Expositions Properties

Growth expected from late cycle recovery, audience expansion, and product extensions


Industry Trends Generate Opportunities

Favorable Industry Trends

• Growth in developing markets

• Media and consumer fragmentation

• Global consumer demographic shifts

• Consumers more connected, in control

• Consumers looking for greater value

• Privacy and industry quality standards

Nielsen is

more important

today than

ever before

No provider brings you closer to the consumer


Framework for Growth

Stable base with numerous growth opportunities

• Developing markets

• Insight & analytics

• Online & mobile

• Developed markets

• Syndicated products

• Blue chip clients

• Multi-year contracts

• Predictable results in all

market environments

Revenue Contribution

Steady growth businesses

Higher growth businesses

• Developing markets

• Cross-platform initiatives

• Insights and analytics

• Innovative platform investments

• Tuck-in acquisitions

Growth Priorities

~2/3

~1/3


7%

8%

3%

1%

GDP growth Middle class pop growth

Developing Developed

2007 2010

12

Emerging middle class represents ~2 billion people and ~$7 trillion annual spend4

Developing Markets

Key drivers of opportunity

1 Source: International Monetary Fund, World Economic Outlook Database, October 2009

6%

4 Source: McKinsey Quarterly, August 2010 “Capturing the World’s Emerging Middle Class”; David Court and Laxman Narasimhan.

2 Based on data from Kharas, H. (2010),« The Emerging Middle Class in Developing Countries »,p. 28, OECD Development Centre Working Papers, No. 285, doi : 10.1787/5kmmp8lncrns-en

1 2

2%

<1%

Developing markets revenue 3

$716

$996CAGR = 13.5%

9%

3 Revenue growth rate derived on a constant currency basis; figures are as reported

($ millions)


Nielsen's Global Breadth and Depth

13

Well-positioned to fulfill our clients’ needs around the world

Nielsen presence

Past: West East

Future: West East


Unique capability to track audiences across multiple channels and devices

Nielsen Measures Cross-Platform Consumption

1 Source: Nielsen. Viewership data as of August 31, 2011

2 Source: Veronis Suhler Stevenson, Communications Industry Forecast 2009–2013

US TV viewership continues to rise1…

1949-1950

4 hrs 35 mins

2009-2010

8 hrs 27 mins

Individual daily time

viewing (4Q 2009)1

2009

US ad spend2

0:53

0:07

$70bn

$37bn

$2bn

5:08(hrs : mins)

TV

PC

Mobile

Ave

rag

e d

ail

y h

ou

se

ho

ld v

iew

ing

...online and mobile are additive


Focus on Innovation

Answers on

DemandIntegrated information and

technology platform for Buy

China Consumer

InsightsIntegrating purchasing

behavior with media exposure

• Cutting edge decision support platform

• 25% faster response times

• On demand flexibility

• Launched Kraft, P&G and Safeway

• Linking Buy and Watch data

• Coverage across 8 major provinces

• Powerful insights at national and local level

• Open, scalable platform

• On the fly analytics

Strategic

RelationshipsFurther Integration of

Buy and Watch

Specific investments to build capabilities that anticipate clients’ needs


Compelling Financial Model

Consistent

revenue

growth

Recurring

revenue

Operating

leverage

Deleveraging

• Growth in existing and new solutions

• Stability through recession

• Developing market exposure

• Embedded nature of solutions

• Multi-year contracts

• Leading market positions

• Culture of cost leadership

• Scalable platform

• Global, low-cost talent management

• Strong free cash flow generation

• Favorable tax attributes

• Disciplined capital spending

• 5.2% CAGR from 2007 to 2010

• Developing markets revenue

grew 17% in 2010

• High renewal rates

• 70% recurring Watch & Buy revenue

• 30+ year relationship with top clients

• Sustainable operating efficiencies

• Adj. EBITDA margin benefit

• Significant product investments

• Net debt leverage reduced from 9.1x

in 12/31/06 to 4.2x as of 9/30/11

• Low, sustainable cash tax rate

Priorities Results

Note: Revenue growth rates derived on a constant currency basis


Consistent Annual Financial Performance

Revenue Adjusted EBITDA

Note: Revenue and EBITDA growth rates derived on a constant currency basis; figures are as reported

2007 2008 2009 2010 2007 2008 2009 2010

7.4% 6.1% 4.0%

Constant currency growth

24.2% 25.1% 27.3%

Adjusted EBITDA Margin

27.5%6.1%

$4,808$4,458

$4,806$5,126

$1,081

$1,205

$1,411$1,312

($ millions) ($ millions)CAGR = 5.2% CAGR = 9.7%


Quarterly Financial Performance

18

Revenue Adjusted EBITDA

Note: Revenue growth rates derived on a constant currency basis; figures are as reported

Q3 '10 Q4 '10 Q1 '11 Q2 '11 Q3 '11 Q3 '10 Q4 '10 Q1 '11 Q2 '11 Q3 '11

6.8%

Constant currency growth

28.8%


29.3%7.2%

$1,289

$1,371$402

$371

($ millions) ($ millions)

$1,302

$320

7.3% 24.6%

$1,396

$386

27.7%4.9%

$1,413

5.8%

$408

28.9%


$2,993$3,260

$1,339$1,480 $1,635

$1,698

$3,084$2,868

$168

$180$240

$248

2007 2008 2009 2010

Buy Watch Expo

Annual Segment Revenue Performance

Revenue Segment Growth Rates (constant currency)

Note: Revenue growth rates derived on a constant currency basis; figures are as reported

6.1%5.0%

2.7%

8.2%

9.5%10.4% 11.5%

-3.9%

-6.7%

3.7%

7.6%

2007 2008 2009 2010

Buy Watch Expo

($ millions)

-24.6%

19


Quarterly Performance by Segment

Revenue

Note: Figures are as reported

$815$911 $906

$418

$443

$431

$447 $443

$808$910

$63

$18

$56

$38 $64

Q3 '10 Q4 '10 Q1 '11 Q2 '11 Q3 '11

Buy Watch Expo

($millions)

Adjusted EBITDA

$134

$194 $192

$165

$175

$163

$185 $180

$240

$169

$37$13

$33

$2

$36

Q3 '10 Q4 '10 Q1 '11 Q2 '11 Q3 '11

Buy Watch Expo

20


2011-12 2013 2014 2015 2016 2017 2018

9.1x7.9x 7.4x

6.2x 5.8x4.2x

2006 2007 2008 2009 2010 Q3 2011

Proactive Balance Sheet Management

Debt Maturity Profile

$197

$1,670

$230

$500

$2,891

$27

$1,084

Note: Debt maturity excludes $131M of capital leases and miscellaneous debt and $288M of Mandatory Convertible Subordinated Bonds due 2013 that convert into common stock upon maturity.

Deleveraging amounts include capital leases

Recent Actions and Results

• Demonstrated consistent access to

capital markets during credit crisis

• Extended $3.25bn of our 2013

maturities to 2016 / 2017

• Refinanced $1.1bn of our 2014

maturities to 2018

• IPO and Convertible Bond proceeds

of $1.8bn used to repay debt

• Net debt ratio reduced from 5.8x at

12/31/10 to 4.2x at 9/30/11

• Achieved credit rating upgrades to

Ba3 (Moody’s), BB- (S&P)

($millions)

Deleveraging Progress

(as of 9/30/11)

21


2011 Guidance – October 27, 2011

Capital Expenditures $320M - $360M

Cash Restructuring $70M - $100M

Net Book Interest (a) $455M - $465M

Net Cash Interest $440M - $450M

Cash Taxes $130M - $140M

Estimated Wtd. Avg.

Diluted Shares

Outstanding for

FY 2011(c)

367M

(a) Excludes mandatory convertible subordinated bond interest(b) Reflects adjustments in 2010 of $168M to remove comparable period interest on debt retired with IPO proceeds(c) On as-converted basis, includes 10,416,700 shares associated with mandatory convertible bonds

(amounts presented on constant currency basis)

Revenue Growth 5-7%


Growth30 to 50 bps

Adjusted Net Income

Growth (a)~ 26 to 30% (b)

Deleveraging (a) ~ 0.5x (b)

22


Investment Highlights

23

Comprehensive understanding of what consumers buy and watch

Global leader in our segments with market presence in ~100 countries

“Mission critical” measurement and analytics embedded in client workflows

Syndicated, scalable products and services

Favorable market trends provide organic growth opportunities

Proven track record of growth and economic resilience

Accelerated earnings growth through deleveraging


Appendix


Certain non-GAAP measures

Overview of Non-GAAP Presentations

We consistently use the below non-GAAP financial measures to evaluate the results of our operations. We believe that the presentation of these non-GAAP measures provides useful information to investors regarding financial and business trends related to our results of operations and that when this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance. None of the non-GAAP measures presented should be considered as an alternative to net income or loss, operating income or loss, cash flows from operating activities or any other performance measures of operating performance or liquidity derived in accordance with GAAP. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP.

Constant Currency Presentation

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period exchange rates and comparing these adjusted amounts to our current period reported results.

Net Debt Leverage Ratio

The net debt leverage ratio is defined as net debt as of the balance sheet date divided by Adjusted EBITDA for the twelve months then ended. Net debt and the net debt leverage ratio are not presentations made in accordance with GAAP, and our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

25


Certain non-GAAP measures (cont’d)

Adjusted EBITDA

We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, goodwill and intangible asset impairment charges, stock compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items considered unusual or non-recurring in nature. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. We use Adjusted EBITDA to consistently measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors.

Adjusted Net Income

We define Adjusted Net Income as net income or loss from our consolidated statements of operations before income taxes, depreciation and amortization associated with acquired tangible and intangible assets, restructuring charges, goodwill and intangible asset impairment charges, other non-operating items from our consolidated statements of operations and certain other items considered unusual or non-recurring in nature, reduced by cash paid for income taxes. Also excluded from Adjusted Net Income is interest expense attributable to the mandatory convertible subordinated bonds due 2013.

26


Captures benefit of deleveraging

Incorporates attractive tax attributes

• Long-term planning opportunities

• Sustainable, low cash tax rate

Provides additional insight into profitability

• Excludes non-recurring and accounting adjustments

Internal performance measurement tool

Adjusted Net Income – Useful Performance Metric

27

Q3 11 Investor PresentationCopyright © 2011 Nielsen Holdings N.V.(a) (b) See footnotes on next page

Adjusted Net Income Reconciliation: 3rd QuarterThird Quarter Reconciliation

Quarter ended September 30,(Unaudited)

2011 2010

Net income $ 103 $ 11

Loss from discontinued operations, net -- 11

Interest expense, net 112 168

Provision for income taxes 44 2

Depreciation and amortization 125 142

EBITDA 384 334

Equity in net income of affiliates 2 (1)

Other non-operating expense / (income), net 4 10

Restructuring charges 9 11

Stock-based compensation expense 8 4

Other items (a) 1 13

Adjusted EBITDA 408 371

Interest expense, net (112) (168)

Depreciation and amortization (125) (142)

Depreciation and amortization of acquisition-related tangible and intangible assets 41 51

Cash paid for income taxes (29) (25)

Stock-based compensation expense (8) (4)

Interest expense attributable to mandatory convertible bonds 6 --

Adjusted net income $ 181 $ 83

Adjusted net income per share of common stock, diluted (b) $0.48 $0.30

($ in millions except per share amounts)

28


Adjusted Net Income Reconciliation: 3rd Quarter (cont’d)

(a) Other items primarily consist of Sponsor Advisory Fees, costs related to our initial public offering

and other deal related fees.

(b) Adjusted Net Income per share of common stock presented on a diluted basis includes potential

common shares associated with stock-based compensation plans that may have been considered

anti-dilutive in accordance with GAAP. The amount also includes the weighted-average amount of

shares of common stock convertible associated with the mandatory convertible bonds based

upon the average price of our common stock during the period.

Weighted-average shares of common stock outstanding as of

September 30, 2011, basic359,381,233

Dilutive shares of common stock from

stock compensation plans5,090,571

Shares of common stock convertible associated

with the mandatory convertible bonds10,416,700

Weighted-average shares of common stock outstanding,

diluted374,888,504

29


Selected Cash Flow & Balance Sheet Items

Cash Flow – 3Q 11

Free Cash Flow $198

Capex $71

Cash Taxes $29

Restructuring $19

Balance Sheet – 9/30/11

Gross Debt (a) $6,723

Cash $404

Net Debt (a) $6,319

Net Debt Ratio (b) 4.2x

(a) Does not include $288 million of mandatory convertible subordinated bonds; weighted avg. interest rate calculated based on amount outstanding at end of quarter

(b) Reflects Adjusted EBITDA calculated on last twelve months basis, divided by Net Debt. See Appendix for detail

Capital Table

6/30/11 9/30/11 Change

Term Loan Debt (secured) $ 5,001 $ 4,843 $ (158)

11.625% Sr. Notes 202 203 1

11.5% Sr. Notes 305 306 1

7.75% Sr. Notes 1,084 1,084 --

EMTNs 165 160 (5)

Capital lease/misc. debt 143 127 (16)

Total Debt (a) $ 6,900 $ 6,723 $ (177)

Less Cash 374 404 30

Net Debt $ 6,526 $ 6,319 $ (207)

Net Debt Ratio (b) 4.4x 4.2x (0.2)x

Weighted avg. interest rate (a) 5.47% 5.57% 10 bps

($ in millions)


Free Cash Flow Reconciliation

31

Full Year Quarter ended Sept 30,

Free Cash Flow 2009 2010 2010 2011

($ in millions)

Net cash provided by

Operating Activities $517 $543 $165 $269

Capital Expenditures (282) (334) (80) (71)

Free Cash Flow $235 $209 $ 85 $ 198

online: ir.nielsen.com

email: [email protected]

3q 2011 investor presentation

Documents