NOVEMBER 2014

NIELSEN INVESTOR OVERVIEW

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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 as of November 6, 2014.

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://nielsen.com/investors. 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 for the purpose of providing information about current expectations for 2014. This information may not be appropriate for other purposes.

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NIELSEN AT A GLANCE

Measurement and analytics for content, advertising and activity for

television, digital, social and audio

Measurement and analytics for sales, market share and consumer goods

Adjusted EBITDA Margin

43% 2013 Revenue

$3.4B Adjusted EBITDA Margin

19% 2013 PF Revenue*

$2.7B

2013 PF Revenue*

$6.1B 2013 Free Cash Flow

$573M

2013 Adjusted EBITDA Margin

28.4%

Dividend Yield

2.4% Market Cap

$16.5B Private Equity Ownership

~19%

Our focus is to drive shareholder value through substantial growth, profitability and improvement of cash flow

Market Cap and Dividend Yield are reported as of 11/6/14 *2013 Pro forma revenue includes full year Nielsen Audio revenue of $489M

Watch 44%

Buy 56%

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NIELSEN’S BUSINESS STRATEGY & OBJECTIVES

BUY

WATCH

Expand coverage of consumer purchase behavior globally

Enabling monetization of content and advertising across all screens and platforms

MARKETING EFFECTIVENESS

Help clients understand how individuals’ viewing behavior impacts purchase behavior

OUR VALUES

OPEN

SIMPLE

INTEGRATED

OUR BRAND

QUALITY

INTEGRITY

NEUTRALITY

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SOLID BUSINESS MODEL DRIVES COMPELLING RESULTS

• 5% revenue CAGR from ‘08 to ’13

• 33 quarters of consecutive growth • 70% of annual revenue committed under contract

• More than 450bps of margin expansion ‘08 to‘13

• Significant market/product reinvestment

• Sustainable operating efficiencies

• 8x increase in Adj. Net Income ‘08-’13 • Reduced Int. expense by more than $300M since ‘08 • Cash Tax rate down 50% ’08-’13 to ~16%

• De-levered from 9.1x to ~3.5xPF between ’06 to ’13

• Capital return through Dividend…~40% Payout ratio • $1.4B available in stock buyback program

ADJ. NET INCOME GROWTH

CAPITAL EFFICIENCY

CONSISTENT CORE REVENUE GROWTH

OPERATING LEVERAGE

RESULTS

Well positioned to deliver consistent results

(1) Based on constant currency growth

FRAMEWORK

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WHY INVEST IN NIELSEN?

Comprehensive understanding of what consumers buy and watch

Global leader in our segments with market presence in 106 countries

“Mission critical” measurement and analytics embedded in client workflows

Syndicated, scalable products and services

Strategic investments to drive continued and future growth opportunities

Proven track record of growth and economic resilience

Balanced approach to capital allocation

Focus on delivering value to clients and shareholders

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OUR GROWING GLOBAL FOOTPRINT Our focus is relentless on our pursuit to provide clients with the most complete

understanding of what consumers buy and watch in 106 countries…

2013PF REVENUE DISTRIBUTION

U.S. & Canada 56%

Western Europe 17%

Asia <15%

LatAm, Africa, <15%

Middle East, Eastern Europe

Nielsen presence

…underscored by a global employee base of 40,000 talented associates we work hard to attract, develop and retain

• ~20% of revenues in emerging markets, growing at double digit pace

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LONG-TERM, BEST-IN-CLASS CLIENT BASE

BUY WATCH

• 20,000+ clients

• Relationships with top 10 clients for over 30 years

• Long-term contracts provide stable, recurring revenues – average length of 3-10 years

• No client represents more than 4% of 2013 revenues

HIGHLIGHTS

For 90 years, we have been at the forefront of measuring consumers around the world, helping clients drive better business decisions and profitable growth over time

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KEEPING PACE WITH THE CHANGING LANDSCAPE

Mobile Measurement

• Offer clients two ways to monetize their mobile viewing • Mobile OCR: Non-C3 credited mobile viewing; allows for Dynamic Ad Insertion • Mobile TVR: C3 credited mobile viewing • Live Fall 2014

Digital Content Ratings

E-Commerce

Nielsen Twitter TV

Ratings

• Syndicated ratings of audiences for all types of digital content using the same measurement architecture as Nielsen Online Campaign Ratings.

• Strategic alliance with Adobe to bring DCR to the market more efficiently. • Helps agencies and publishers plan and predict OCR outcomes more confidently. • Live 2015

• Measure shoppers and content similar to media • Nielsen Omnichannel for an Alibaba key account in China to compliment channel

measurement • Launched in 5 markets (UK, France, Spain, China, and Korea); 2015 plans across NA,

Europe, and SE Asia

• Syndicated-standard metric around the reach of the TV conversation on Twitter • Complements Nielsen’s existing TV ratings, giving TV networks and advertisers the real-

time metrics required to understand TV audience social activity • Expansion in Mexico; Live 2015

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WHAT CONSUMERS BUY

2B electronic

records collected weekly

1.7M+ store

visits monthly

25M+ characteristics

collected for 30M products

3M store level data files annually

16M consumer surveys

per year

Broad, unparalleled reach of consumers worldwide

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BUY: PROVIDING INFORMATION AND INSIGHTS Total 2013 Revenue: $3.4B…Approximately 60% recurring in nature

INFORMATION

2013 Revenue: $2.6B

Retail sales measurement and market share information

• Presence in 106 countries

• Cover CPG sales for 90% of the world’s population and countries that account for over 90% of GDP.

• Store level data from nearly 2 million stores, supplemented from proprietary household level data from 250K households across 27 countries

2013 Revenue: $758M

Advanced capabilities and solutions helping clients assess marketing ROI

• Demand strategy

• Help clients “see around corners”

• Product innovation

• Pricing and promotion

• Shelf placement & product assortment

• Marketing ROI

Our measurement and analytics are embedded in the operating

disciplines of our clients, helping to drive their growth

Marketing C-Suite Supply Chain

Research Sales Investor and Media

Relations

INSIGHTS

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DIGITAL SHOPPING & E-COMMERCE

SALES SHOPPER SHELF

INSIGHT TO UNDERSTAND THE 21ST

CENTURY SHOPPER BEHAVIOR AND SEGMENTATION

COMPETITIVE BENCHMARKS

AND ANALYTICS TO WIN

@THE DIGITAL SHELF

DELIVER SHARE MEASUREMENT FOR E-

COMMERCE COMPARABLE TO BRICK & MORTAR

• Launched in 5 markets (UK, France, Spain, China, and Korea); 2015 plans across NA, Europe, and SE Asia

• Nielsen Omnichannel for an Alibaba key account in China to compliment the channel measurement

• Insights on how shoppers browse and buy across devices

• Shopper segmentations to guide communication and engagement plans

• Measure shoppers and content similar to media

• Insights to understand and improve the digital shelf conditions

• Analytics to optimize assortment choice for multi-channel retail

Powerful long-term opportunity for Nielsen

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EMERGING MARKETS

2006 2013

11% CAGR

$0.6B

$1.2B

$0.4B LOCALS

$0.8B GLOBAL MNCs

10-30% Growth

GROWTH OF MIDDLE CLASS EMERGING MARKETS REVENUE

BIGGEST INCREASE EVER ACCELERATION WITH LOCALS

Source: OECD; CAGR represented in constant currency

3.7B

7.0B

8.3B

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NIELSEN IN EMERGING MARKETS

Predictable, attractive long-term investment

TREND EARLY STAGE LATE STAGE

INVESTMENT $$$ $

COVERAGE NATIONAL HYPER-LOCAL, GRANULAR

LOCAL CLIENTELE <50% >50%

MARGINS(a) LOW- TO MID-TEENS (i.e., Africa)

LOW 30’S (i.e., Brazil)

(a) Excludes corporate overhead

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WHAT CONSUMERS WATCH

6K+ TV stations monitored

1.8K OCR campaigns

tracked daily

1.7T+ web impressions

collected annually

6M+ television programs measured

7+M mobile phones

on which activity is monitored

Measuring video consumption across screens

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WATCH: MEASURING CONSUMPTION ACROSS SCREENS Total 2013 PF Revenue: $2.7B*

Global television audience measurement

• A leader in US television advertising

• Television audience measurement in 35 countries

• Proprietary data methods

• Gold standard, MRC accredited panel

Digital measurement, audience analytics and consumer research

• Online Campaign Ratings

• Digital Content Ratings

• Mobile measurement

• A leader in social media measurement

• Strategic relationships (Adobe, Experian, Facebook, Twitter)

Our measurement and analytics are embedded in the operating

disciplines of our clients, helping to drive their growth

Media Executives

Programmers Media Sales

Agencies and

Advertisers

Marketing Investor and Media

Relations

TELEVISION DIGITAL

*Pro forma to include full year Nielsen Audio revenue of $489 M

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NIELSEN AUDIO Expanded measurement of US consumers by 2+ hours

Radio listening measured in 270+ markets

• Digital Audio (Streaming) Audience Measurement: 2+ hours of consumer’s day

• Audio ROI…linking listening behavior to consumer purchasing habits

• Global expansion

LONG TERM GROWTH OPPORTUNITIES

Advertisers gain an average of $6 for each

$1 spent on radio(a)

(a) Source: Nielsen Catalina Solutions

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OUR ADVANTAGE: MULTIPLE LEVELS OF CROSS PLATFORM MEASUREMENT

BY DEVICE TYPE

BY ADVERTISING MODEL

BY CONTENT TYPE

BY DELIVERY TYPE

BY USAGE

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TWO TYPES OF CONTENT

TV Originated Content

ONE ENCODING PROCESS

COMPARABLE OVERNIGHT

RATING

TV Ratings

Digital Ratings

Cross

Platform

ONE CLIENT-SIDE IMPLEMENTATION

SOFTWARE METER

BIG DATA ENABLED

MEASUREMENT

GOLD STANDARD PROCESS

MRC ACCREDITED

Nielsen Online Campaign Ratings is accredited by the Media Rating Council (MRC). Featured elements including DMA, verification and viewability are not currently accredited, but are undergoing review by MRC.

UNIVERSAL

CROSS PLATFORM MEASUREMENT ARCHITECTURE

Native Digital Content

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OUR MEASUREMENT FOOTPRINT

TV SET CONNECTED

DEVICES PC TABLET SMARTPHONE

PROGRAMS

Fall 2014 Fall 2014

ADS Fall 2014 Fall 2014

CONTENT 2015 DPR Q2 2014 Q2 2014

ADS 2015 OCR Q3 2014 Q3 2014

Lin

ear

TV

Dig

ital

D

ynam

ic

DEVICE

AD

MO

DEL

In currency (C-3) or where comparable Digital Ratings are provided

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NIELSEN ONLINE CAMPAIGN RATINGS The largest, richest data sets (Facebook, Experian) calibrated by our MRC accredited TV panel.

Delivers unique reach, frequency, viewability and verification across campaigns, by publisher, by placement

Provides Online Gross Rating Points (GRPs) consistent with Nielsen TV Ratings

Delivers results overnight WITH demographics

Provides MRC* accredited demographic ratings, that provide unique audience views for internet advertising campaigns

Q4’10 • Nielsen/Facebook announcement

Q3’11 • OCR launch… MRC accreditation

Q4’11 • 100 campaigns

Q1’12 • Unilever, Group M announcements

Q2’12 • Publisher guarantees at Upfronts • 1,000 campaigns

Q3’12 • XCR beta period

Q4’12 • XCR launches… TV & Digital

Q1’13 • ABC cross-platform guarantees

Q2’13 • OCR international expansion • Digital Program Ratings

Q3’13 • First testing of mobile OCR complete

Q4’13 • Experian as 2nd data provider • Google tag acceptance • 11,000 campaigns

Q1’14 • Google, Facebook announcements • >12,000 campaigns

Q2’14 • Mobile OCR launched (7/1) • ~16,000 campaigns

Q3’14 • mTVR launches

Oct. ‘14 • Digital Content Ratings/Adobe Partnership

KEY MILESTONES

Delivering accurate audience measurement for online advertising campaigns , comparable to TV, helping advertisers, agencies and publishers deliver improved ROI across platforms

*Nielsen Online Campaign Ratings is accredited by the Media Rating Council (MRC). Featured elements including DMA, verification and viewability are not currently accredited, but are undergoing review by MRC.

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THE DIGITAL OPPORTUNITY U.S. INDUSTRY OUTLOOK

$83B

AD SPEND MEASUREMENT SPEND

2013 TV/Radio Spend 2013-2017 CAGR: 4%

2%

$15B

~2%

~$300M opportunity

2013-2017 CAGR: 25%

AD SPEND MEASUREMENT SPEND

$18B

<1%

2017 Digital Display Spend 2013-2017 CAGR: 11%

AD SPEND MEASUREMENT SPEND

Industry significantly benefits from a single currency

~$200M opportunity

2017 Digital Video (incl. Mobile) Spend

Source: PwC Media & Entertainment Outlook 2013, e-Marketer, Nielsen financials; Excludes Display Mobile

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MARKETING EFFECTIVENESS/ ADVERTISER SOLUTIONS Helping clients understand how individuals’ viewing behavior is impacting their purchasing behavior to increase ROI marketing efforts

BUY WATCH

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NIELSEN’S WATCH PRODUCTS

REACTION RESONANCE REACH WHAT DID IT MOTIVATE

THEM TO DO? WHAT IMPACT DID IT HAVE? WHO DID MY CREATIVE REACH?

• Nielsen Catalina Solutions

• Buyer Insights

• Marketing Mix

• Brand Effect TV, Online, Mobile, Audio

• Twitter TV Ratings

• NeuroFocus

• TV Ratings

• Audio Ratings

• Online Campaign Ratings

• Digital Content Ratings

Better ROI for Marketing

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IMPROVING MARKETING EFFECTIVENESS…HELPING CLIENTS IMPROVE ROI

10-20% GROWER

DRIVES REVENUE OPPORTUNITY

• Automotive

• CPG

• Media

• QSR

• Travel & Leisure

• Retail

• Financial Svcs.

• Technology

• Telecom

• Entertainment

VERTICAL/MEDIA EXPANSION

TV Audio Digital

Linking audience assets to new verticals

FINANCIALS

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ANNUAL PERFORMANCE BY SEGMENT REVENUE (1) ($ BILLIONS)

ADJUSTED EBITDA & MARGIN (2) ($ BILLIONS)

Buy Watch ex Audio ADJUSTED

EBITDA MARGIN

23.9% 26.6% 26.8% 27.2% 27.8% 28 .4 %

(1) Revenue growth rates derived on a constant currency basis. 2013 Pro forma revenue includes full year Nielsen Audio revenue of $489M.

(2) The representation by segment does not include Corporate, which contributes to the full view of total Adjusted EBITDA for the Company. Constant currency EBITDA growth rates exclude Audio.

$4.6 $4.6

$5.3 $5.4

$6.1

$4.9

CAGR 5.5%

$1.3 $1.5

$1.2

$1.5 $1.6

CAGR 8.9%

Nielsen Audio

$1.1

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3.9% 2.3% 7.4% 5.8% 3.6% 3.1%

STEADY SEGMENT REVENUE GROWTH BUY SEGMENT

($ BILLIONS) WATCH SEGMENT

($ BILLIONS)

CONSTANT CURRENCY GROWTH(2)

11.0% 11.4% 4.6% 5.2% 4.8% 11.7%

(1) Revenue growth rates derived on a constant currency basis; figures are as reported 2013 includes 4Q of Audio.

(2) 2013 Pro forma revenue includes full year Nielsen Audio revenue of $489M

CAGR 4% CAGR 7%

(2)

CONSTANT CURRENCY GROWTH(1)

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SELECTED FINANCIAL METRICS & BALANCE SHEET ITEMS (in millions)

FINANCIAL METRICS

3Q 14

Free Cash Flow $289

Capital Expenditures $103

D&A $139

Net Book Interest $73

Cash Taxes $48

Cash Restructuring $20

Wtd. avg. diluted shares 385.9

BALANCE SHEET – 9/30/14

Gross Debt $6,620

Cash $369

Net Debt $6,251

Net Debt Ratio (a) 3.4x

(a) Reflects net debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis. (b) Does not reflect annual amortization of Term Loans and excludes Capital Leases of $118M and miscellaneous debt of $8M.

CURRENT DEBT MATURITY PROFILE – 9/30/14 (b)

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STRONG FREE CASH FLOW FREE CASH FLOW(1)

($MILLIONS)

CAGR(1) 25%

$573

Strong free cash flow supports growth investments and increased shareholder returns

1) Defined as cash flow from operations, normalized for non-recurring Arbitron transaction costs, less CapEx. Excludes $102M sponsor termination fee paid in 2011 and $46M in certain Audio deal-related costs paid in 2013 ; CAGR excludes 2008.

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9.1x 7.9x 7.4x6.2x 5.8x

4.1x 3.9x 3.5x

2006 2007 2008 2009 2010 2011 2012 2013

LONG TERM CAPITAL ALLOCATION PLANS Updated target net debt to adjusted EBITDA ratio to 3x area.

Committed to dividend growth: 25% increase of quarterly cash dividend to $0.25…intent to grow at least in-line with earnings over time

$1.4 billion share repurchase program

DELEVERAGING PROGRESS(1)

Free Cash Flow 2015/2016

~$1B/YR

Dividend ~45%

Mandatory Debt ~20%

Buyback / Tuck-in BD

~35%

1) Reflects net debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis including Arbitron proforma Adjusted EBITDA. Excludes $288M of mandatory convertible subordinated debt due 2013, but includes all other debt, including capital leases; Proforma as if Arbitron had been acquired 12/31/12.

Commitment to driving strong shareholder returns

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FOREIGN CURRENCY IMPACT 2013PF REVENUE

DISTRIBUTION

U.S. & Canada 56%

Western Europe 17%

Asia <15%

LatAm, Africa, <15%

Middle East, Eastern Europe

No single currency is >3% of revenue excluding USD, CAD,

EUR & GBP

Projected Impact (a)

FX IMPACT: REPORTED VS. CONSTANT CURRENCY

(a) Projected impact assumes rates in effect at 10/21/14 remain in effect for the balance of 2014. Also based on company estimates for future quarters on distribution of revenue by currency.

We report on a constant currency basis to reflect operating performance

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CAPITAL ALLOCATION UPDATE Board authorized a $1.0B increase to our existing program bringing the total available authorization to $1.4B

Plan to complete the ~$400M under our existing program by year-end 2014 and the new program by mid-2016

Buybacks will increase our 2014 leverage to ~3.5x…our long-term target remains in the ~3x area

Our balanced capital allocation approach demonstrates our commitment to drive strong shareholder returns while holding firm on our key priorities:

• Drive growth • Maintain a strong balance sheet • Make strategic acquisitions • Increase our dividend at least in line with earnings

Maintaining a balanced capital allocation approach

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2014 GUIDANCE – OCTOBER 23, 2014 (Amounts in constant currency except adjusted net income per share)

Total Revenues ~12%

Total Revenues (Core) 4.0% - 4.5%

Adj. EBITDA margin rate 29.0% - 30.0%

Adj. Net Income 29.0% - 30.0%

Adj. Net Income Per Share

$2.50 - $2.55

Deleveraging

~3.5x

Free Cash Flow

~$700M

Capital Expenditures $400M - $410M

Depreciation & Amortization

$575M - $600M

Net book interest

~$300M

Cash taxes $160M - $170M

Cash restructuring $110M - $130M

Est. wtd. avg. diluted shares outstanding for FY 2014 ~385M

OTHER FINANCIAL METRICS

Note: Total Revenue (Core) excludes the impact of the Arbitron and Harris acquisitions

Well positioned to achieve both 2014 and long-term targets

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LONG TERM FINANCIAL TARGETS

REVENUE GROWTH MID-SINGLE DIGIT

ADJUSTED EBITDA GROWTH 1X - 2X REVENUE

EMERGING MARKET GROWTH

DOUBLE DIGIT

ADJUSTED NET INCOME PER SHARE GROWTH

MID-TEENS

CASH TAX RATE MID-TEENS TO LOW 20’S

TARGET LEVERAGE 3X AREA

DIVIDEND GROWTH AT LEAST IN-LINE WITH EARNINGS GROWTH

Note: All measures represented on constant currency basis.

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NIELSEN ACQUISITIONS & JOINT VENTURES Company Capabilities

Marketing Analytics SaaS tool replacing PowerPoint analysis with real time, predictive analytics for marketing mix models

Neurofocus Neurological testing for consumer research

Retail Plus (JV) Measuring / monitoring sales and marketing of products in fast moving consumer goods sector

MEMRB Expansion of retail services within Middle East/Eastern Europe; synergies across several countries

Carrier IQ On-device meters for service quality measurement

Social Guide Twitter TV ratings

Vizu Marketing effectiveness

Ibope (JV) Television audience measurement for Mexico, Dominican Republic and Venezuela

Ipsa Retail Measurement Services (RMS) /Consumer Panel Services (CPS) in Ecuador

Perishables Group Product expansion for retail services

Arbitron Radio audience measurement

Bowker E-books

MediaXIM Belgium and Netherlands advertising info services

G4 Trade promotion optimization; Leader in SaaS analytics solutions for CPG companies

Nielsen Innovate Israel based incubator investing in startups that help Nielsen clients (10 countries)

Harris U.S. custom surveys

Nexium Retail shelf image identification technologies that replace manual inventory management systems

MMRD (JV) RMS in Myanmar

Czech TAM (JV) Television audience measurement

20

11

2

01

2

20

13

2

01

4

Approximately $1.7B in acquisitions and JVs since 2011

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NIELSEN: A DIFFERENTIATED GLOBAL, GROWTH COMPANY

Comprehensive understanding of what consumers buy and watch

Global leader in our segments with market presence in 106 countries

“Mission critical” measurement and analytics embedded in client workflows

Syndicated, scalable products and services

Strategic investments to drive continued and future growth opportunities

Proven track record of growth and economic resilience

Balanced approach to capital allocation

Focus on delivering value to clients and shareholders

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CERTAIN NON-GAAP MEASURES Overview of Non-GAAP Presentations We use the non-GAAP financial measures discussed below 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, cash flows and indebtedness 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, total indebtedness or any other measures of operating performance and financial condition, liquidity or indebtedness 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. 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.

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 and Net Debt Leverage Ratio The net debt leverage ratio is defined as net debt (gross debt less cash and cash equivalents) 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 commonly used metrics to evaluate and compare leverage between companies and are not presentations made in accordance with GAAP.

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CERTAIN NON-GAAP MEASURES (continued) 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-based 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. We use Adjusted EBITDA to 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 mandatorily convertible subordinated bonds converted on February 1, 2013. Adjusted Net Income per share of common stock presented on a diluted basis includes the weighted-average amount of shares of common stock convertible associated with the mandatorily convertible bonds based upon the average price of our common stock during the periods beginning on or before February 1, 2013. Such shares are considered anti-dilutive in accordance with GAAP for the periods presented. Free Cash Flow We define free cash flow as net cash provided by operating activities, normalized for non-recurring Arbitron transaction costs, less capital expenditures. We believe providing free cash flow information provides valuable supplemental information regarding the cash flow that may be available for discretionary use by us. Free cash flow is not a presentation made in accordance with GAAP.

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ADJUSTED NET INCOME RECONCILIATION ($ in millions except per share amounts)

Net income $736 $272 $87 $133 $(489) $(589) $(354) (Income)/ loss from discontinued operations,

net of tax (305) (30) (26) 13 132 257 (104)

Interest expense, net 307 386 443 614 598 633 661 Provision / (benefit) for income taxes 91 122 6 (54) (152) 26 12

Depreciation and amortization 510 493 502 530 519 462 451 EBITDA 1,339 1,243 1,012 1,236 608 789 666

Impairment of goodwill and intangible – – – – 402 95 – Equity in net (income)/ loss of affiliates (2) (5) (3) (5) 22 7 1 Other non-operating loss/(income), net 34 135 219 (28) 84 6 69

Restructuring charges 119 85 83 59 60 118 133 Stock-based compensation expense 47 34 27 18 14 18 52

Other items (a) 80 12 112 44 36 54 69

Adjusted EBITDA 1,617 1,504 1,450 1,324 1,226 1,087 990 Interest expense, net (307) (386) (443) (614) (598) (633)

Depreciation and amortization (510) (493) (502) (530) (519) (462) Depreciation and amortization of acquisition-

related tangible and intangible assets 162 145 161 196 211 208

Cash paid for income taxes (147) (124) (132) (129) (139) (91) Stock-based compensation expense (47) (34) (27) (18) (14) (18)

Interest expense attributable to mandatory convertible bonds 2 23 21 – – –

Adjusted net income 770 635 528 229 167 91 Adjusted net income per share of common

stock, diluted $2.02 $1.69 $1.44 $0.82 $0.61 $0.40

2012 2011 2010 2009 2008 2007 2013

(a) Other items primarily consist of transaction-related fees.

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WEIGHTED AVERAGE SHARES OUTSTANDING ($ in millions except per share amounts. Year ended December 31 for all years.) (continued)

Weighted-average shares of common stock outstanding as of December 31,

basic 375,797,629 361,787,868 352,469,181 276,499,073 273,905,810 226,674,754

Dilutive shares of common stock from stock compensation plans 5,130,337 4,523,116 5,032,773 3,153,513 – –

Shares of common stock convertible associated with the mandatory

convertible bonds 896,994 10,416,700 9,531,994 – – –

Shares of common stock convertible associated with the mandatory

convertible bonds 381,824,960 376,727,684 367,033,948 279,652,586 273,905,810 226,674,754

2008 2012 2010 2009 2011 2013

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FREE CASH FLOW RECONCILIATION ($ in millions. Year ended December 31 for all years.)

Net cash provided by operating activities $901 $784 $641 $543 $517 $317

Sponsor termination fee – – 102 – – –

Capital expenditures (374) (358) (367) (334) (282) (370)

One-time Arbitron costs $46 –

–

–

–

–

Free Cash Flow $573 $426 $376 $209 $235 $(53)

2008 2012 2010 2009 2011 2013

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