david calhoun ceo, nielsen

David Calhoun

CEO, Nielsen

Wells Fargo Securities

TMT Conference

November 7, 2012

Copyright © 2012 Nielsen Holdings N.V. NLSN Wells Fargo TMT Conference November 2012 2

Forward Looking Statements

The following discussion may contain 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 as of October 22, 2012.

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.


Nielsen: Who we are

To provide clients with the most complete understanding of their consumers and markets worldwide

Open Simple Integrated Our values

Quality Integrity Neutrality Our brand

Our mission


Nielsen fundamentals

Comprehensive understanding of what consumers buy and watch

“Mission critical” measurement and analytics embedded in client workflows

Favorable market trends provide organic growth opportunities

Proven track record of growth and economic resilience

Accelerated earnings growth through deleveraging

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

Syndicated, scalable products and services


Nielsen enables growth of consumer industries

What Consumers Buy What Consumers Watch

Retail sales measurement

of consumer goods in stores

Measurement of TV viewing,

online and mobile phone activity

Nielsen helps…

Consumer packaged goods

manufacturers and retailers

Media companies, content

distributors, online publishers,

technology players

Client examples

> Multi-year contract

> 70+ year relationship

> 80 markets worldwide

> 50+ year relationship


Resilient financial performance

Revenue Adjusted EBITDA

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

2008 2009 2010 2011 2008 2009 2010 2011

6.1% 4.0% 6.1%

Constant currency growth

25.1% 27.3% 27.5%

Adjusted EBITDA Margin

27.9% 5.6%

$4,806 $5,126

$1,205

$1,411 $1,312

($ millions) ($ millions) CAGR = 5.2% CAGR = 8.7%

$4,808

$5,532 $1,546


Global footprint

Past: West East

Future: West East

Client Trends

We continue to increase coverage to fulfill client needs

and support their growth and expansion

Nielsen presence


Trends shaping What Consumers Buy

> Shift in focus to developing markets

(a) The Emerging Middle Class in Developing Countries, Organization for Economic Cooperation and Development 2010.

Projected increase in global middle class

population and spending(a)

Growth of middle class Demographic shifts

> Major changes in global population

1.9B 3.3B

5B

$22B

$35B

$55B

2009 2020E 2030E

Spending

by middle

class

Population

of middle

class

Clients need to understand new consumers in developing markets,

who represent the greatest future growth opportunity


Consumers more connected More choices and platforms

1950s

RISE OF CABLE TV

MORE ADVERTISER-SUPPORTED NETWORKS

FIRST SATELLITE BROADCAST

DIGITAL AND INTERNET REVOLUTION

DVR PENETRATION

BLACK & WHITE TELEVISION

1960s

1970s

1980s

1990s

2000-2005

2006-2011

OVER-THE-TOP DISTRIBUTION

(a) Nielsen Cross-Platform Report: Based on Total US Population, Persons 2+ for TV and Online, (Home and Work) 13+ for Mobile, 1st Qtr 2012

Video penetration by platform, Q1 2012(a)

(Percent of US population)

Monthly time spent among video users (hh:mm)

5:24 5:01 155:46

12%

55%

95%

Trends shaping What Consumers Watch

Cross-platform measurement facilitates broader reach of consumers

and better marketing ROI


Leadership position

Retail sales measurement

TV audience measurement

Digital (online, mobile, social)

Analytical insights

Advertising effectiveness

Nielsen enables trade between advertisers and media platforms, and

provides insights to enhance the transaction value for both sides


How Advertiser/Buy clients use Nielsen

Product/category share

Competitive intelligence

Pricing & promotions

Packaging & assortment

Product placement/distribution

Executives

Setting performance

targets

Reporting results

Providing industry

context

Brand & Marketing management

Marketing mix models


& optimization

Customer segments

& insights

Product innovation

Tracking market share

gains &losses

Resourcing growth

Identifying new

opportunities

Sales management

Client

Business

Processes


How Media/Watch clients use Nielsen

Client

Business

Processes

Guarantee ratings

Align customer segments

with audiences

Identify audience behaviors

Support ad sales &

performance

Executives

Setting performance targets

Reporting business results

Agencies & Advertisers

Plan media budgets

Place advertising

effectively

Value media reach within &

across platforms

Competitor comparisons

Competitive performance

& strategic direction

Media Sales & Marketing

Content developers

Programming

decisions &

investments


Reaction

What audience did I reach?

Cost efficiently deliver ad impressions

to desired consumers

How effective was my advertising?

Develop creative that breaks through the clutter and communicates its message

How did it change behavior?

Drive incremental volume & Marketing ROI

Resonance

Reach

Advertising buyers and sellers must know

Audience and Impact


Reach: Audience Measurement Standard

Measuring audience for live, time-

shifted and on-demand advertising-

supported content

TV

Ratings across Digital + TV campaigns,

by demographic

Online

TV Ratings Cross-Platform Campaign Ratings

Measuring audience for video and

display advertising campaigns

Online Campaign Ratings

Measurement = Monetization

Mobile

• Demos (Age + Gender)

• Ad verification

• Demos (Age + Gender)

• Ad verification & viewability

• Unduplicated reach by Age + Gender


Reaction: Media Client Example

Nielsen Buyer Insights

Highlights purchasing power of an audience

for improved ROI

TV & Online

Viewing

Segment

Consumer

Purchase

Data

Buyer

Ratings + =

Resonance: Advertiser Client Example


Optimizes efficiency of marketing spend

for TV, Online, Social

Ad

Performance

Ad recall Likeability

Brand

recall

Brand

linkage + =

Resonance and Reaction = Buy + Watch


Nielsen’s objectives

Deploy cross-platform solutions globally to reach and measure

audiences across screens and platforms

Enable more precise advertising placement and campaigns that

effectively synchronize paid and earned media

Invest in expansion of coverage to measure and understand

emerging consumers across the developing world

web http://ir.nielsen.com

email [email protected]

phone +1.646.654.4602

follow us @NielsenIR


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.


Adjusted net income reconciliation: Q3

(a) (b) See footnotes on next page

Quarter ended September 30 (Unaudited)

2012 2011

Net income/(loss) $ 106 $ 103

Interest expense, net 105 112

Provision for income taxes 69 44

Depreciation and amortization 130 125

EBITDA 410 384

Equity in net income of affiliates 1 2

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

Restructuring charges 3 9

Stock-based compensation expense 10 8

Other items (a) -- 1

Adjusted EBITDA 424 408

Interest expense, net (105) (112)

Depreciation and amortization (130) (125)

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

Cash paid for income taxes (26) (29)

Stock-based compensation expense (10) (8)

Interest expense attributable to mandatory convertible bonds 6 6

Adjusted net income $ 200 $ 181

Adjusted net income per share of common stock, diluted (b) $0.53 $0.48

($ in millions except per share amounts)


(a) Other items primarily consist of costs related to our initial public offering in 2011 and other

transaction-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.

Adjusted net income reconciliation: Q3

cont’d

Weighted-average shares of common stock outstanding as of quarter ended

June 30, 2012, basic 362,016,373

Dilutive shares of common stock from stock compensation plans 4,205,147

Shares of common stock convertible associated with the mandatory

convertible bonds 10,416,700

Weighted-average shares of common stock outstanding, diluted 376,638,220


Adjusted net income reconciliation: YTD

Nine months ended September 30 (Unaudited)

2012 2011

Net income/(loss) $ 234 $ (9)

Loss from discontinued operations, net -- 1

Interest expense, net 316 363

Provision / (Benefit) for income taxes 114 (51)

Depreciation and amortization 388 396

EBITDA 1,052 700

Equity in net income of affiliates (1) 1

Other non-operating expense, net 9 229

Restructuring charges 56 55

Stock-based compensation expense 24 18

Other items (a) 5 111

Adjusted EBITDA 1,145 1,114

Interest expense, net (316) (363)

Depreciation and amortization (388) (396)

Depreciation and amortization of acquisition-related tangible and intangible assets 123 140

Cash paid for income taxes (88) (92)

Stock-based compensation expense (24) (18)

Interest expense attributable to mandatory convertible bonds 18 15

Adjusted net income $ 470 $ 400

Adjusted net income per share of common stock, diluted (b) $1.25 $1.10

($ in millions except per share amounts)

(a) (b) See footnotes on next page


(a) Non-operating expense for nine months ended September 30 reflects debt extinguishment/pre-

payment charges of $6 million in 2012 and $231 million in 2011.

(a) Other items primarily consist of Sponsor Advisory Fees (including termination payments of $102

million for the nine months ended September 30, 2011), costs related to public offering and other

transaction-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.

Adjusted net income reconciliation: YTD

cont’d


Selected cash flow & balance sheet items

Cash Flow –

3Q 12

Free Cash Flow $258

Capex $73

Cash Taxes $26

Restructuring $16

Balance Sheet –

9/30/12

Gross Debt (a) $6,392

Cash $325

Net Debt (a) $6,067

Net Debt Ratio (b) 3.8xx

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

Capital Table

6/30/12 9/30/12 Change

Loan Debt (secured) $ 4,835 $4,668 ($167)

11.625% Sr. Notes 206 208 2

11.5% Sr. Notes 308 309 1

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

Capital lease/misc. debt 122 123 1

Total Debt (a) $ 6,555 $6,392 (163)

Less Cash 283 325 42

Net Debt $ 6,272 $6,067 (205)

Net Debt Ratio (b) 4.0x 3.8x (0.2)

Weighted avg. interest rate (a) 5.61% 5.66% 5 bps

($ in millions)


Free cash flow reconciliation

Quarter Ended

September 30

Nine Months Ended

September 30

2012 2011 2012 2011

Net cash provided by

operating activities $331 $269 $444 $339

Capital expenditures (73) (71) (225) (213)

Free Cash Flow $258 $198 $219 $126

Sponsor termination fees --- --- --- 102

Normalized

Free Cash Flow $258 $198 $219 $228

($ in millions)

david calhoun ceo, nielsen

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