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~~September 30, 2014

¨	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 or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

85 Broad Street New York, New York 10004 (646) 654-5000		Diemerhof 2 1112 XL Diemen The Netherlands +31 (0) 20 398 87 77
(Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

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

Note: The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months.

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 x 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.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x (Do not check if a smaller reporting company)	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 ~~June~~September 30, 2014.

The registrant meets the conditions set forth in General Instructions (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format.

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		28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4243
Item 4.	Controls and Procedures		43
PART II.	OTHER INFORMATION		44
Item 1.	Legal Proceedings		44
Item 1A.	Risk Factors		44
Item 5.	Other Information		44
Item 6.	Exhibits		44
	Signatures		45

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

The Nielsen Company B.V.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
(IN MILLIONS)	2014			2013			2014			2013
Revenues	$	1,~~594~~572		$	1,~~386~~387		$	34,~~083~~655		$	24,~~705~~092
Cost of revenues, exclusive of depreciation and amortization shown separately below		~~677~~648			~~580~~573			1,~~319~~967			1,~~159~~732
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		~~481~~466			~~432~~433			~~970~~1,436			~~874~~1,307
Depreciation and amortization		~~145~~139			~~126~~117			~~286~~425			~~247~~364
Restructuring charges		136			820			3743			4363
Operating income		~~278~~313			~~240~~244			~~471~~784			~~382~~626
Interest income		1			—1			23			12
Interest expense		(7874	)		(7378	)		(~~155~~229	)		(~~149~~227	)
Foreign currency exchange transaction losses, net		(6	)		(4	)		(33	)		(16	)
Foreign currency exchange transaction gains/(losses), net		1			(7	)		(32	)		(23	)
Other expense, net		(45	)		—			(48	)		(12	)
Other (expense)/income, net		(52	)		12			(100	)		—
Income from continuing operations before income taxes and equity in net income of affiliates		~~150~~189			~~163~~172			~~237~~426			~~206~~378
Provision for income taxes		(7595	)		(4640	)		(~~112~~207	)		(64104	)
Equity in net income of affiliates		1—			4—			2			3
Income from continuing operations		7694			~~121~~132			~~127~~221			~~145~~277
Income from discontinued operations, net of tax		—			~~307~~—			—			319
Net income		7694			~~428~~132			~~127~~221			~~464~~596
Net income/(loss) attributable to noncontrolling interests		21			—(3	)		(1—	)		(14	)
Net income attributable to The Nielsen Company B.V.	$	7493		$	~~428~~135		$	~~128~~221		$	~~465~~600

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

The Nielsen Company B.V.

Condensed Consolidated Statements of Comprehensive (Loss)/Income (Unaudited)

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
(IN MILLIONS)	2014			2013			2014			2013
Net income	$	7694		$	~~428~~132		$	~~127~~221		$	~~464~~596
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments (1)		40(169	)		~~(107~~51	)		33(136	)		(~~134~~83	)
Available for sale securities (2)		2—			3			4			69
Changes in the fair value of cash flow hedges (3)		(14	)		6(2	)		(13	)		86
Defined benefit pension plan adjustments (4)		(13	)		163			25			2023
Total other comprehensive income/(loss)		40			(82	)		38			(100	)
Total other comprehensive (loss)/income		(162	)		55			(124	)		(45	)
Total comprehensive income		116			346			165			364
Total comprehensive (loss)/income		(68	)		187			97			551
Less comprehensive income/(loss) attributable to noncontrolling interests		2			(3	)		(1	)		(2	)
Less comprehensive loss attributable to noncontrolling interests		(1	)		(1	)		(2	)		(3	)
Total comprehensive income attributable to The Nielsen Company B.V.	$	114		$	349		$	166		$	366
Total comprehensive (loss)/income attributable to The Nielsen Company B.V.	$	(67	)	$	188		$	99		$	554

(1) Net of tax of $(4) million and $(2) million for the three months ended ~~June~~September 30, 2014 and 2013, respectively, and $(15) million and $97 million for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively

(2) Net of tax of ~~$(1)~~zero ~~million~~ and $(42) million for the three months ended ~~June~~September 30, 2014 and 2013, respectively, and $(3) million and $(46) million for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively

(3) Net of tax of ~~zero~~$(2) million and $~~(3)~~1 million for the three months ended ~~June~~September 30, 2014 and 2013, respectively, and ~~zero~~$(2) and $(54) million for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively

(4) Net of tax of $(1) million and ~~$(6)~~zero ~~million~~ for the three months ended ~~June~~September 30, 2014 and 2013, respectively, and $1zero ~~million~~ and $(16) million for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively

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

The Nielsen Company B.V.

Condensed Consolidated Balance Sheets

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	~~June~~September 30, 2014(Unaudited)			December 31,2013
Assets:
Current assets
Cash and cash equivalents	$	~~289~~355		$	552
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $42 and $39 as of June 30, 2014 and December 31, 2013, respectively		1,274			1,194
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $31 and $39 as of September 30, 2014 and December 31, 2013, respectively		1,196			1,194
Prepaid expenses and other current assets		~~411~~424			374
Total current assets		1,~~974~~975			2,120
Non-current assets
Property, plant and equipment, net		~~530~~525			560
Goodwill		7,~~841~~715			7,684
Other intangible assets, net		4,~~765~~716			4,781
Deferred tax assets		~~119~~96			115
Other non-current assets		~~314~~327			256
Total assets	$	15,~~543~~354		$	15,516
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	~~872~~909		$	1,020
Deferred revenues		~~339~~312			306
Income tax liabilities		~~145~~201			55
Current portion of long-term debt, capital lease obligations and short-term borrowings		~~136~~200			148
Total current liabilities		1,~~492~~622			1,529
Non-current liabilities
Long-term debt and capital lease obligations		6,~~556~~508			6,492
Deferred tax liabilities		~~859~~839			864
Other non-current liabilities		~~794~~772			825
Total liabilities		9,~~701~~741			9,710
Commitments and contingencies (Note 11)
Equity:
Stockholders’ equity
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding at June 30, 2014 and December 31, 2013		1			1
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding at September 30, 2014 and December 31, 2013		1			1
Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at June 30, 2014 and December 31, 2013		58			58
Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at September 30, 2014 and December 31, 2013		58			58
Additional paid-in capital		6,~~314~~324			6,359
Accumulated deficit		(~~274~~356	)		(313	)
Accumulated other comprehensive loss, net of income taxes		(~~339~~499	)		(377	)
Total Nielsen stockholders’ equity		5,~~760~~528			5,728
Noncontrolling interests		8285			78
Total equity		5,~~842~~613			5,806
Total liabilities and equity	$	15,~~543~~354		$	15,516

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

The Nielsen Company B.V.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
(IN MILLIONS)	2014			2013
Operating Activities
Net income	$	~~127~~221		$	~~464~~596
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		2335			2132
Gain on sale of discontinued operations		—			(303	)
Currency exchange rate differences on financial transactions and other losses		81134			3429
Equity in net income of affiliates, net of dividends received		(2	)		(1	)
Depreciation and amortization		~~286~~425			~~258~~375
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(4813	)		(6523	)
Prepaid expenses and other current assets		(4881	)		(3237	)
Accounts payable and other current liabilities and deferred revenues		(~~168~~161	)		(~~117~~127	)
Other non-current liabilities		(46	)		(4	)
Interest payable		846			839
Income taxes		4492			712
Net cash provided by operating activities		~~299~~690			~~270~~590
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(~~192~~203	)		(191,202	)
Proceeds from sale of subsidiaries and affiliates, net		—			934
Additions to property, plant and equipment and other assets		(5496	)		(5579	)
Additions to intangible assets		(~~117~~178	)		(~~115~~176	)
Other investing activities		(95	)		—
Net cash (used in)/provided by investing activities		(372	)		745
Net cash used in investing activities		(482	)		(523	)
Financing Activities
Net borrowings under revolving credit facility		25			—
Proceeds from issuances of debt, net of issuance costs		4,544			2,505
Proceeds from issuances of debt, net of issuance costs		3,748			1,890
Repayment of debt		(4,573	)		(1,933	)
Repayment of debt		(3,748	)		(1,911	)
Increase in other short-term borrowings		—			12
Increase in other short-term borrowings		—			2
Capital contributions to parent		(240	)		(163	)
Capital contributions to parent		(154	)		(90	)
Activity under stock plans		(11	)		(7	)
Activity under stock plans		(3	)		(7	)
Other financing activities		(91	)		(24	)
Other financing activities		(41	)		(10	)
Net cash (used in)/provided by financing activities		(371	)		390
Net cash used in financing activities		(173	)		(126	)
Effect of exchange-rate changes on cash and cash equivalents		(34	)		(19	)
Effect of exchange-rate changes on cash and cash equivalents		(17	)		(22	)
Net (decrease)/increase in cash and cash equivalents		(197	)		438
Net (decrease)/increase in cash and cash equivalents		(263	)		867
Cash and cash equivalents at beginning of period		552			287
Cash and cash equivalents at end of period	$	~~289~~355		$	~~1,154~~725
Supplemental Cash Flow Information
Cash paid for income taxes	$	(68115	)	$	(66101	)
Cash paid for interest, net of amounts capitalized	$	(~~147~~183	)	$	(~~149~~196	)

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

The Nielsen Company B.V.

Notes to Condensed Consolidated Financial Statements

1. Background and Basis of Presentation

Background

The Nielsen Company B.V. (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reporting segments: what consumers buy (“Buy”) and what consumers watch and listen to (“Watch”). In June 2013, Nielsen completed the sale of its Expositions operating segment (see Note 4, Discontinued Operations, for more information). The Company’s condensed consolidated statements of operations reflect the Expositions operating segment as a discontinued operation. Nielsen has a presence in more than 100 countries, with its headquarters located in Diemen, the Netherlands and New York, USA. Nielsen’s parent company, Valcon Acquisition B.V. (“Valcon”), is a wholly-owned subsidiary of Nielsen N.V. (“N.V.”) (formerly Nielsen Holdings N.V.).

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, commitments and contingencies 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, 2013. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to ~~June~~September 30, 2014 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.

Devaluation of Venezuelan Currency

Nielsen has operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela’s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions has been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.

In February 2013, the Venezuelan government devalued its currency by 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated System of Transactions with Securities in Foreign Currency market was suspended. As a result of this change Nielsen recorded a pre-tax charge of $12 million during the first quarter of 2013 in foreign currency exchange transaction gains/(losses), net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

~~Based~~As of March 31, 2014, based on changes to the Venezuelan currency exchange rate mechanisms, the Company changed the exchange rate used to remeasure our Venezuelan subsidiaries’ financial statements in U.S. dollars. ~~As of March 31, 2014,~~ Nielsen began using the exchange rate determined by periodic auctions for U.S. dollars conducted under Venezuela’s Complementary System of Foreign Currency Administration (“SICAD I”). As a result of a recent exchange agreement between the Central Bank of Venezuela and the Venezuelan government, the Company believes any future remittances for royalty and dividend payments that occur would be transacted at the SICAD I exchange rate based on current facts and circumstances. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represents a more realistic exchange rate at which to remeasure the U.S. dollar value of the assets, liabilities, and results of the Company’s Venezuelan subsidiary in the condensed consolidated financial statements. At ~~June~~September 30, 2014, the SICAD I exchange rate was 1012.60 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar. As a result of this change, Nielsen recorded a pre-tax charge of $2023 million during the ~~six~~nine months ended ~~June~~September 30, 2014 in foreign currency exchange transaction gains/(losses), net in the condensed consolidated statement of operations, reflecting the write-down of monetary assets and liabilities.

The Company will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.

2. Summary of Recent Accounting Pronouncements

Foreign Currency Matters

In March 2013, the FASB issued an Accounting Standards Update (“ASU”), “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The amendment requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance is effective for Nielsen’s interim and annual reporting periods in 2014. The adoption of this ASU did not have a significant impact on Nielsen’s condensed consolidated financial statements.

Discontinued Operations

In April 2014, the FASB issued an ASU, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The ASU is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entity’s operations and financial reports. In addition, the guidance permits companies to have continuing cash flows and significant continuing involvement with the disposed component. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014 and must be applied prospectively. Early adoption is permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The adoption of this ASU is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”~~, as a new Topic (“ASC 606”)~~. The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of the adoption of this ASU will have on its condensed consolidated financial statements.

Going Concern

In August 2014, the FASB issued an ASU, “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for all entities in the first annual period ending after December 15, 2016; however, early adoption is permitted. The adoption of this ASU is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

3. Business Acquisitions

Arbitron Inc.

On September 30, 2013, Nielsen completed the acquisition of Arbitron Inc., an international media and marketing research firm (“Arbitron”), through the purchase of 100% of Arbitron’s outstanding common stock for a total cash purchase price of $1.3 billion (the “Acquisition”). Arbitron is expected to help Nielsen better address client needs in unmeasured areas of media consumption, including streaming audio and out-of-home and Nielsen’s global distribution footprint can help expand Arbitron’s capabilities outside of the U.S. With Arbitron’s assets, Nielsen intends to further expand its “Watch” segment’s audience measurement across screens and forms of listening. Arbitron has been rebranded Nielsen Audio.

The Company incurred acquisition related expenses of $124 million and $1318 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the condensed consolidated statement of operations.

The following unaudited pro forma information presents the consolidated results of operations of the Company and Arbitron for the three and six months ended June 30, 2013, as if the acquisition had occurred on January 1, 2013, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

	Three Months Ended		Six Months Ended
(IN MILLIONS)	June 30, 2013		June 30, 2013
Revenues	$	1,505	$	2,937
Income from continuing operations	$	133	$	164

The following unaudited pro forma ~~results~~information dopresents ~~not~~the ~~reflect~~consolidated ~~any~~results ~~synergies~~of ~~and~~operations ~~are~~of ~~not~~the ~~necessarily~~Company ~~indicative~~and ofArbitron for the ~~results~~three ~~that~~and ~~the~~nine ~~Company~~months ~~would~~ended ~~have~~September 30, ~~attained~~2013, ~~had~~as if the acquisition ofhad ~~Arbitron~~occurred ~~been~~on ~~completed~~January as1, of2013, ~~the~~with ~~beginning~~pro offorma ~~the~~adjustments ~~reporting~~to ~~period.~~give ~~The~~effect ~~Arbitron~~to ~~results~~amortization of ~~operations~~intangible ~~are~~assets, ~~fully~~an ~~reflected~~increase in ~~Nielsen’s~~interest ~~consolidated~~expense ~~results~~from ofacquisition ~~operations~~financing, ~~for the three~~ and ~~six~~certain ~~months~~other ~~ended June 30, 2014.~~adjustments:

	Three Months Ended		Nine Months Ended
(IN MILLIONS)	September 30, 2013		September 30, 2013
Revenues	$	1,510	$	4,447
Income from continuing operations	$	152	$	306

The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that the Company would have attained had the acquisition of Arbitron been completed as of the beginning of the reporting period. The Arbitron results of operations are fully reflected in Nielsen’s consolidated results of operations for the three and nine months ended September 30, 2014.

Other Acquisitions

For the ~~six~~nine months ended ~~June~~September 30, 2014, Nielsen paid cash consideration of $~~192~~203 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2014, the impact on Nielsen’s consolidated results of operations would not have been material.

For the ~~six~~nine months ended ~~June~~September 30, 2013, excluding Arbitron, Nielsen paid cash consideration of $1942 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these ~~current period~~ acquisitions occurred as of January 1, 2013, the impact on Nielsen’s consolidated results of operations would not have been material.

4. Discontinued Operations

In February 2014, Nielsen completed the acquisition of Harris Interactive, Inc., a leading global market research firm, through the purchase of all outstanding shares of Harris Interactive’s common stock for $2.04 per share. In June 2014, the Company completed the sale of Harris Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and technology company in exchange for a minority stake in ITWP. The condensed consolidated statements of operations reflect the operating results of Harris Europe as a discontinued operation.

In June 2013, the Company completed the sale of its Expositions business, which operates one of the largest portfolios of business-to-business trade shows and conference events in the United States, for total cash consideration of $950 million and recorded a gain of $303 million, net of tax. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

In March 2013, Nielsen completed the exit and shut down of one of its legacy online businesses and recorded a net loss of $3 million associated with this divestiture. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

Summarized results of operations for discontinued operations are as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	Three Months Ended September 30,					Nine Months Ended September 30,
(IN MILLIONS)	2014		2013			2014		2013
Revenue	$	10—	$	43—		$	15	$	103
Operating income		—		11—			—		35
Interest expense		—		(3—	)		—		(8	)
Income from operations before income taxes		—		8—			—		27
Provision for income taxes		—		(4—	)		—		(11	)
Income from operations		—		4—			—		16
Gain on sale, net of tax		—		~~303~~—			—		303
Income from discontinued operations	$	—	$	~~307~~—		$	—	$	319

Nielsen allocated a portion of its consolidated interest expense to discontinued operations based upon the ratio of net assets sold as a proportion of consolidated net assets. For the three and ~~six~~nine months ended ~~June~~September 30, ~~2014 and~~ 2013, interest expense of zero and $~~3 million, respectively, and zero and $~~8 million, ~~respectively,~~ was allocated to discontinued operations.

Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s condensed consolidated statements of cash flows:

	Six Months Ended June 30,
(IN MILLIONS)	2014		2013
Net cash provided by operating activities	$	—	$	36
Net cash provided by investing activities		—		—
Net cash provided by financing activities		—		—
	$	—	$	36

Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s condensed consolidated statements of cash flows:

	Nine Months Ended September 30,
(IN MILLIONS)	2014		2013
Net cash provided by operating activities	$	—	$	36
Net cash provided by investing activities		—		—
Net cash provided by financing activities		—		—
	$	—	$	36

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~~nine months ended ~~June~~September 30, 2014.

(IN MILLIONS)	Buy			Watch			Total
Balance, December 31, 2013	$	3,005		$	4,679		$	7,684
Acquisitions, divestitures and other adjustments		~~138~~140			(24	)		~~136~~144
Effect of foreign currency translation		22(98	)		(115	)		21(113	)
Balance, June 30, 2014	$	3,165		$	4,676		$	7,841
Balance, September 30, 2014	$	3,047		$	4,668		$	7,715

At ~~June~~September 30, 2014, $8578 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets

(IN MILLIONS)	Gross Amounts				Accumulated Amortization
	June 30,2014		December 31,2013		June 30,2014			December 31,2013
	September 30,2014		December 31,2013		September 30,2014			December 31,2013
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—
Amortized intangibles:
Trade names and trademarks	$	164	$	156	$	(6165	)	$	(53	)
Customer-related intangibles		2,~~936~~926		2,882		(~~971~~1,012	)		(897	)
Covenants-not-to-compete		36		36		(2528	)		(19	)
Computer software		1,~~784~~841		1,668		(1,~~049~~100	)		(941	)
Patents and other		~~102~~106		95		(7273	)		(67	)
Total	$	5,~~022~~073	$	4,837	$	(2,~~178~~278	)	$	(1,977	)

Amortization expense associated with the above intangible assets was $~~104~~99 million and $7974 million for the three months ended ~~June~~September 30, 2014 and 2013, respectively. These amounts included amortization expense associated with computer software of $5752 million and $4338 million for the three months ended ~~June~~September 30, 2014 and 2013, respectively.

Amortization expense associated with the above intangible assets was $~~201~~300 million and $~~154~~228 million for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively. These amounts included amortization expense associated with computer software of $~~108~~160 million and $82120 million for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively.

6. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component

The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2014 and 2013.

	CurrencyTranslationAdjustments			Available-for-SaleSecurities		Cash Flow Hedges			Post EmploymentBenefits			Total
(IN MILLIONS)
Balance December 31, 2013	$	(114	)	$	9	$	(5	)	$	(267	)	$	(377	)
Other comprehensive income/(loss) before reclassifications		33			4		(6	)		(2	)		29
Amounts reclassified from accumulated other comprehensive loss		—			—		5			4			9
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders		33			4		(1	)		2			38
Balance June 30, 2014	$	(81	)	$	13	$	(6	)	$	(265	)	$	(339	)

	CurrencyTranslationAdjustments			Available-for-SaleSecurities		Cash Flow Hedges			Post EmploymentBenefits			Total
(IN MILLIONS)
Balance December 31, 2012	$	(13	)	$	—	$	(13	)	$	(297	)	$	(323	)
Other comprehensive (loss)/income before reclassifications		(134	)		6		3			13			(112	)
Amounts reclassified from accumulated other comprehensive loss		—			—		5			7			12
Net current period other comprehensive (loss)/income		(134	)		6		8			20			(100	)
Net current period other comprehensive loss attributable to noncontrolling interest		(1	)		—		—			—			(1	)
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(133	)		6		8			20			(99	)
Balance June 30, 2013	$	(146	)	$	6	$	(5	)	$	(277	)	$	(422	)

6. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component

The table below summarizes the ~~reclassification~~changes ofin accumulated other comprehensive loss, net of tax, by component for the ~~three~~nine months ended ~~June~~ September 30, 2014 and 2013~~, respectively~~.

(IN MILLIONS)			Amount Reclassified from Accumulated OtherComprehensive Loss
	Currency			Available-
Details about Accumulated Other Comprehensive Income components			Three Months EndedJune 30, 2014		Three Months EndedJune 30, 2013			Affected Line Item in theCondensed ConsolidatedStatement of Operations
	Translation			for-Sale						Post Employment
Cash flow hedges
	Adjustments			Securities			Cash Flow Hedges				Benefits		Total
Interest rate contracts		$	4		$	4		Interest expense
(IN MILLIONS)
			1			1		Provision for income taxes
Balance December 31, 2013	$	(114	)	$	9		$	(5	)	$	(267	)	$	(377	)
		$	3		$	3		Total, net of tax
Other comprehensive (loss)/income before reclassifications		(136	)		4			(4	)		—			(136	)
Amortization of Post Employment Benefits
Amounts reclassified from accumulated other comprehensive (loss)/income	—				—		7			5			12
Actuarial loss		$	3		$	5		(a)
Net current period other comprehensive (loss)/income		(136	)		4			3			5			(124	)
			1			1		Provision for income taxes
Net current period other comprehensive loss attributable to noncontrolling interest		(2	)		—			—			—			(2	)
		$	2		$	4		Total, net of tax
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(134	)		4			3			5			(122	)
Total reclassification for the period		$	5		$	7		Net of tax
Balance September 30, 2014	$	(248	)	$	13		$	(2	)	$	(262	)	$	(499	)

	Currency Translation Adjustments			Available- for-Sale Securities		Cash Flow Hedges			Post Employment Benefits			Total
(IN MILLIONS)
Balance December 31, 2012	$	(13	)	$	—	$	(13	)	$	(297	)	$	(323	)
Other comprehensive (loss)/income before reclassifications		(83	)		9		(2	)		12			(64	)
Amounts reclassified from accumulated other comprehensive (loss)/income		—			—		8			11			19
Net current period other comprehensive (loss)/income		(83	)		9		6			23			(45	)
Net current period other comprehensive loss attributable to noncontrolling interest		1			—		—			—			1
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders		(84	)		9		6			23			(46	)
Balance September 30, 2013	$	(97	)	$	9	$	(7	)	$	(274	)	$	(369	)

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended September 30, 2014 and 2013, respectively.

(IN MILLIONS)		Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Income components		Three Months Ended September 30, 2014	Three Months Ended September 30, 2013		Affected Line Item in the Condensed Consolidated Statement of Operations
Cash flow hedges
Interest rate contracts	$	4	$	4	Interest expense
		2		1	Benefit for income taxes
	$	2	$	3	Total, net of tax
Amortization of Post Employment Benefits
Actuarial loss	$	3	$	5	(a)
		1		1	Benefit for income taxes
	$	2	$	4	Total, net of tax
Total reclassification for the period	$	4	$	7	Net of tax

(a)	This accumulated other comprehensive loss component is included in the computation of net periodic pension cost.

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively.

(IN MILLIONS)	Amount Reclassified from Accumulated OtherComprehensive Loss
Details about Accumulated OtherComprehensiveIncome components	~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30, 2014		~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30, 2013		Affected Line Item in theCondensed ConsolidatedStatement of Operations
Cash flow hedges
Interest rate contracts	$	812	$	812	Interest expense
		3		3	Provision for income taxes
		5		4	Benefit for income taxes
	$	57	$	58	Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	69	$	914	(a)
		2		2	Provision for income taxes
		4		3	Benefit for income taxes
	$	45	$	711	Total, net of tax
Total reclassification for the period	$	912	$	1219	Net of tax

(a)	This accumulated other comprehensive loss component is included in the computation of net periodic pension cost.

7. Restructuring Activities

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

(IN MILLIONS)	TotalInitiatives
Balance at December 31, 2013	$	99
Charges		3743
Payments		(6787	)
Balance at June 30, 2014	$	69
Non cash charges and other adjustments		(1	)
Balance at September 30, 2014	$	54

Nielsen recorded $136 million and $820 million in restructuring charges for the three months ended ~~June~~September 30, 2014 and 2013, respectively, primarily relating to severance costs.

Nielsen recorded $3743 million and $4363 million in restructuring charges for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively, primarily relating to severance and contract termination costs.

Of the $6954 million in remaining liabilities for restructuring actions, $5944 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of ~~June~~September 30, 2014.

8. Fair Value Measurements

Fair value is defined 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.

There are 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.

Financial Assets and Liabilities Measured on a Recurring Basis

The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. 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~~September 30, 2014 and December 31, 2013:

	June 30,
	September 30,
(IN MILLIONS)	2014		Level 1		Level 2		Level 3
Assets:
Investments in equity securities (1)	$	35	$	35	—		—
Plan assets for deferred compensation (2)		2627		2627	—		—
Investment in mutual funds (3)		2		2	—		—
Total	$	63	$	63	$	2	—
Interest rate swap arrangements (4)		2		—	2		—
Total	$	66	$	64	$	2	—
Liabilities:
Interest rate swap arrangements (4)	$	117	—		$	117	—
Deferred compensation liabilities (5)		2627		2627	—		—
Total	$	3734	$	2627	$	117	—

	December 31,
	2013		Level 1		Level 2		Level 3
Assets:
Investments in equity securities ⁽¹⁾	$	28	$	28	—		—
Plan assets for deferred compensation ⁽²⁾		25		25	—		—
Investment in mutual funds ⁽³⁾		2		2	—		—
Total	$	55	$	55	—		—
Liabilities:
Interest rate swap arrangements ⁽⁴⁾	$	10	—		$	10	—
Deferred compensation liabilities ⁽⁵⁾		25		25	—		—
Total	$	35	$	25	$	10	—

(1)

Investments in equity securities are carried at fair value, which is based on the quoted market price at period end in an active market. 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.

(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 mutual funds are money-market accounts held with the intention of funding certain specific retirement plans.

(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~~

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 9 - 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, 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. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At ~~June~~September 30, 2014, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its 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. 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.

As of ~~June~~September 30, 2014 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
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	November 2014	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	September 2015	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	125,000,000	November 2015	US Dollar
Euro term loan floating-to-fixed rate swaps	€	125,000,000	November 2015	Euro
US Dollar term loan floating-to-fixed rate swaps	$	1,575,000,000	May 2016	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	500,000,000	November 2016	US Dollar

Nielsen expects to recognize approximately $1311 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

The fair values of the Company’s derivative instruments as of ~~June~~September 30, 2014 and December 31, 2013 were as follows:

June 30, 2014

December 31, 2013

September 30, 2014

December 31, 2013

~~Accounts Payable~~

Accounts Payable

~~Accounts Payable~~

Accounts Payable

Derivatives Designated as Hedging Instruments

~~and~~ Other ~~Current~~Non-

and Other ~~Non-~~Current

~~and~~ Other Non-Current

and Other Current

~~Other Non-Current~~

Other Non-Current

(IN MILLIONS)

~~Liabilities~~Current Assets

Liabilities

~~Liabilities~~

Liabilities

Interest rate swaps

102

Derivatives in Cash Flow Hedging Relationships

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended ~~June~~September 30, 2014 and 2013 was as follows:

Amount of Loss

Amount of Loss/(Gain)

Reclassified from AOCI

Amount of (Gain)/Loss

Reclassified from AOCI

Recognized in OCI

Location of Loss

into Income

(Effective Portion)

Reclassified from AOCI

(Effective Portion)

Derivatives in Cash Flow

Three Months Ended

into Income (Effective

Three Months Ended

Hedging Relationships

~~June~~September 30,

Portion)

~~June~~September 30,

(IN MILLIONS)

2014

2013

2014

2013

Interest rate swaps

5(3

)

(57

)

Interest expense

The pre-tax effect of derivative instruments in cash flow hedging relationships for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013 was as follows:

Amount of Loss

Amount of Loss/(Gain)

Reclassified from AOCI

Amount of Loss

Reclassified from AOCI

Recognized in OCI

Location of Loss

into Income

(Effective Portion)

Reclassified from AOCI

(Effective Portion)

Derivatives in Cash Flow

~~Six~~Nine Months Ended

into Income (Effective

~~Six~~Nine Months Ended

Hedging Relationships

~~June~~September 30,

Portion)

~~June~~September 30,

(IN MILLIONS)

2014

2013

2014

2013

Interest rate swaps

(52

)

Interest expense

812

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. 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.

The Company did not measure any material non-financial assets or liabilities at fair value during the ~~six~~nine months ended ~~June~~September 30, 2014.

9. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of ~~June~~September 30, 2014.

	June 30, 2014							December 31, 2013
	September 30, 2014							December 31, 2013
	Weighted							Weighted
	Interest			Carrying		Fair		Interest			Carrying		Fair
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.90%) due 2016					—		—					2,507		2,512
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.15%) due 2017					—		—					1,115		1,113
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.15% ) due 2019					1,~~580~~560		1,~~581~~559					—		—
$500 million Senior secured term loan (LIBOR based variable rate of 2.40% ) due 2017					~~500~~499		~~500~~496					—		—
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.15% ) due 2021					1,~~100~~097		1,~~106~~093					—		—
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.15%) due 2016					—		—					394		395
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.21%) due 2021					392		393					—		—
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.00%) due 2021					360		360					—		—
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019					25—		24—				—		—
Total senior secured credit facilities (with weighted-average interest rate)		2.7068	%		3,~~597~~516		3,~~604~~508		2.89	%		4,016		4,020
$1,080 million 7.75% senior debenture loan due 2018					~~802~~—		~~848~~—					1,083		1,172
$750 million 5.00% senior debenture loan due 2022					750		757					—		—
$800 million 4.50% senior debenture loan due 2020					800		777					800		779
$800 million 4.50% senior debenture loan due 2020					800		807					800		779
$1,550 million 5.00% senior debenture loan due 2022					1,553		1,527					—		—
$625 million 5.50% senior debenture loan due 2021					625		~~647~~628					625		636
Total debenture loans (with weighted-average interest rate)		65.0523	%		2,~~977~~978		32,~~059~~932		6.51	%		2,508		2,587
Other loans					4		4					5		5
Loan with Parent					88		88					—		—
Total long-term debt	4.22		%		6,578		6,667		4.28	%		6,529		6,612
Other loans					8		8					5		5
Capital lease and other financing obligations					114							111
Total long-term debt	3.85		%		6,590		6,448		4.28	%		6,529		6,612
Total debt and other financing arrangements					6,692							6,640
Capital lease and other financing obligations					118							111
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					136							148
Total debt and other financing arrangements					6,708							6,640
Non-current portion of long-term debt and capital lease and other financing obligations				$	6,556						$	6,492
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					200							148
Non-current portion of long-term debt and capital lease and other financing obligations				$	6,508						$	6,492

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 and such fair value measurements are considered Level 1 or Level 2 in nature, respectively.

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

(IN MILLIONS)
For July 1, 2014 to December 31, 2014	$	74
For October 1, 2014 to December 31, 2014	$	25
2015		~~103~~194
2016		~~119~~118
2017		~~641~~640
2018		~~1,014~~212
2019	1,042
Thereafter		34,~~585~~359
	$	6,~~578~~590

In April 2014, Nielsen completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par. In addition, in April 2014, the Company entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement which provides for three new classes of term loans, Class A Term Loans, Class B-1 Term Loans and Class B-2 Term Loans, in a combined principal amount of $3,180 million and €286 million, the proceeds of which, when combined with the net proceeds from the $750 million 5.0% Senior Notes, were used to repay and replace the Company’s existing Class D Term Loans maturing in February 2017 and the Class E Term Loans maturing in May 2016. Concurrent with the refinancing of the term loans, the existing $635 million revolving credit facility with a final maturity in April 2016 was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. Finally, in May 2014, the Company completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $45 million during the second quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancings.

The Class A Term Loans were issued with an aggregate principal balance of $1,580 million, maturing in full in April 2019. The Class A Term Loans shall be required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 7.5% in the third year, 10% in the fourth year, and 72.5% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.75% of the original principal amount in each of the first three quarters, with the balance repayable on the maturity date). Class A Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans). The specific applicable margin is determined by the Company’s total leverage ratio (as defined in the credit agreement).

The Class B-1 Term Loans were issued with an aggregate principal balance of $500 million, maturing in full in May 2017 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class B-1 Term Loans, with the balance payable in May 2017. Class B-1 Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.25% (in the case of base rate loans) and 2.25% (in the case of eurocurrency rate loans).

The Class B-2 Term Loans were issued with an aggregate principal balance of $1,100 million and €286 million, maturing in full in April 2021 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class B-2 Term Loans, with the balance payable in April 2021. Class B-2 Term Loans denominated in dollars bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 2.00% (in the case of base rate loans) and 3.00% (in the case of eurocurrency rate loans). Class B-2 Term Loan denominated in Euros bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%.

The Fourth Amended and Restated Senior Secured Credit Agreement contains substantially the same affirmative covenants as the Third Amended and Restated Senior Secured Credit Agreement. However, certain negative covenants, including the limitation on the ability of Nielsen and certain of its subsidiaries to make investments and restricted payments and incur debt and liens have been amended, and the financial covenant requiring compliance with certain total leverage ratios has been revised and the covenant in respect of interest coverage ratios has been eliminated.

~~Subsequent~~In ~~Event~~July 2014, Nielsen completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022. The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. In addition, in July 2014, the Company redeemed the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $51 million during the third quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.

In July 2014, Nielsen completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022. In addition, in July 2014, the Company redeemed the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company expects to record a pre-tax charge of approximately $51 million during the third quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.

10. Income Taxes

The effective tax rates for the three months ended ~~June~~September 30, 2014 and 2013 were 50% and 2823%, respectively. The tax rate for the three months ended ~~June~~September 30, 2014 was higher than the Dutch statutory rate as a result of ~~profit~~the ~~mix~~impact ~~within~~of ~~various~~tax ~~countries~~rate ~~and~~differences in other jurisdictions. ~~The~~where the Company files tax ~~rate~~returns, ~~for~~residual ~~the~~tax ~~three~~expense ~~months~~on ~~ended~~foreign ~~June 30~~source income, ~~2013~~reserves ~~was~~for ~~higher~~uncertain ~~than~~tax ~~the~~positions, ~~statutory~~and ~~rate~~state asand alocal ~~result~~income oftaxes offset by the ~~tax~~favorable impact of ~~the~~certain ~~accrual~~financing activities. The tax rate for

~~future~~the ~~audit~~three ~~settlements~~months ~~partially~~ended ~~offset~~September by30, 2013 was lower than the ~~favorable~~Dutch ~~impact~~statutory rate as a result of ~~2012~~the favorable of return to provision adjustments as well as the ~~favorable~~ impact of certain financing activities. .

The effective tax rates for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013 were 4749% and 3127%, respectively. The tax rate for the ~~six~~nine months ended ~~June~~September 30, 2014 was higher than the Dutch statutory rate as a result of ~~profit~~the ~~mix~~impact ~~within~~of ~~various~~tax ~~countries~~rate ~~and~~differences in other jurisdictions. where the Company files tax returns, residual tax expense on foreign source income, reserves for uncertain tax positions, and state and local income taxes offset by the favorable impact of certain financing activities. The tax rate for the ~~six~~nine months ended ~~June~~September 30, 2013 was higher than the Dutch statutory rate as a result of the tax impact of the Venezuela currency revaluation and ~~accrual~~reserves for ~~future~~uncertain ~~audit~~tax ~~settlements~~positions, ~~partially~~ offset by the favorable ~~2012~~impacts of return to provision adjustments as well as the ~~favorable~~ impact of certain financing activities ~~and release of tax contingencies~~.

The estimated ~~liabilities~~liability for unrecognized income tax benefits as of December 31, 2014 is $~~489~~496 million and was $457 million as of December 31, 2013. If the Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company’s effective tax rate in future periods.

The Company files numerous consolidated and separate income tax returns in the U.S. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2004 through 2013.

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.

11. Commitments and Contingencies

Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period.

12. Segments

The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry. Management aggregates such operating segments into two reporting segments: what consumers buy (“Buy”), consisting principally of market research information and analytical services; and what consumers watch (“Watch”), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. The Company’s condensed consolidated statements of operations reflect the Expositions reporting segment as a discontinued operation.

Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations.

Business Segment Information

(IN MILLIONS)	Buy		Watch		Corporate			Total
Three Months Ended June 30, 2014
Three Months Ended September 30, 2014
Revenues	$	~~900~~878	$	694	—			$	1,~~594~~572
Depreciation and amortization	$	5755	$	8783	$	1		$	~~145~~139
Restructuring charges	$	4	$	71	$	21		$	136
Stock-based compensation expense	$	3	$	2	$	7		$	12
Operating income/(loss)	$	~~103~~109	$	~~203~~226	$	(2822	)	$	~~278~~313
Total assets as of June 30, 2014	$	7,033	$	8,251	$	259		$	15,543
Total assets as of September 30, 2014	$	6,882	$	8,208	$	264		$	15,354

(IN MILLIONS)
Three Months Ended June 30, 2013
Three Months Ended September 30, 2013
Revenues	$	~~844~~848	$	~~542~~539	—			$	1,~~386~~387
Depreciation and amortization	$	5249	$	7266	$	2		$	~~126~~117
Restructuring charges	$	610	$	47	$	(23	)	$	820
Stock-based compensation expense	$	43	$	23	$	5		$	11
Operating income/(loss)	$	~~105~~107	$	~~159~~163	$	(2426	)	$	~~240~~244
Total assets as of December 31, 2013	$	6,768	$	8,326	$	422		$	15,516

(IN MILLIONS)	Buy		Watch		Corporate			Total
Six Months Ended June 30, 2014
Nine Months Ended September 30, 2014
Revenues	$	12,~~737~~615	$	12,~~346~~040	—			$	34,~~083~~655
Depreciation and amortization	$	~~111~~166	$	~~173~~256	$	23		$	~~286~~425
Restructuring charges	$	2226	$	1011	$	56		$	3743
Stock-based compensation expense	$	912	$	68	$	815		$	2335
Operating income/(loss)	$	~~143~~252	$	~~376~~602	$	(4870	)	$	~~471~~784

(IN MILLIONS)
Six Months Ended June 30, 2013
Nine Months Ended September 30, 2013
Revenues	$	12,~~655~~503	$	1,~~050~~589	—			$	24,~~705~~092
Depreciation and amortization	$	~~100~~149	$	~~143~~209	$	46		$	~~247~~364
Restructuring charges	$	1727	$	1219	$	1417		$	4363
Stock-based compensation expense	$	710	$	47	$	1015		$	2132
Operating income/(loss)	$	~~161~~268	$	~~278~~441	$	(5783	)	$	~~382~~626

13. 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~~September 30, 2014 and December 31, 2013, condensed consolidating statements of operations for three and ~~six~~nine months ended ~~June~~September 30, 2014 and 2013 and condensed consolidating statement of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013. The Senior Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and subject to certain exceptions, 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., 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., in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are Nielsen Finance LLC and Nielsen Finance Co., both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors and The Nielsen Company (Luxembourg) S ar l., a wholly owned subsidiary of Nielsen Holding and Finance B.V. The historical financial information has been updated to reflect The Nielsen Company (Luxembourg) S ar l. as an issuer.

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.

The Nielsen Company B.V.

Condensed Consolidating Statement of Comprehensive Income (Unaudited)

For the three months ended ~~June~~September 30, 2014

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	851		$	~~743~~721		$	—		$	1,~~594~~572
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			~~329~~311			~~348~~337			—			~~677~~648
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			~~239~~230			~~242~~236			—			~~481~~466
Depreciation and amortization		—			—			~~115~~108			3031			—			~~145~~139
Restructuring charges		—			—			125			1			—			136
Operating income		—			—			~~156~~197			~~122~~116			—			~~278~~313
Interest income		—			~~213~~215			1112			32			(~~226~~228	)		1
Interest expense		—			(7470	)		(~~217~~219	)		(13	)		~~226~~228			(7874	)
Foreign currency exchange transaction losses, net		—			—			(1	)		(5	)		—			(6	)
Foreign currency exchange transaction gains/(losses), net		—			—			3			(2	)		—			1
Other expense/(income), net		—			(45	)		158			(158	)		—			(45	)
Other (expense)/income, net		—			(51	)		(19	)		18			—			(52	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—			94			107			(51	)		—			150
Income/(loss) from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			94			(26	)		121			—			189
Benefit/(provision) for income taxes		2			(10	)		(70	)		3			—			(75	)
Provision for income taxes		—			(23	)		(40	)		(32	)		—			(95	)
Equity in net income/(loss) of subsidiaries		71			(6	)		34			—			(99	)		—
Equity in net income of subsidiaries		94			20			160			—			(274	)		—
Equity in net income of affiliates		—			—			—			1			—			1
Net income		94			91			94			89			(274	)		94
Net income/(loss)		73			78			71			(47	)		(99	)		76
Less net income attributable to noncontrolling interests		—			—			—			1			—			1
Less net income attributable to noncontrolling interests		—			—			—			2			—			2
Net income attributable to controlling interest		94			91			94			88			(274	)		93
Net income/(loss) attributable to controlling interest		73			78			71			(49	)		(99	)		74
Total other comprehensive loss		(162	)		(172	)		(162	)		(261	)		595			(162	)
Total other comprehensive income		40			37			40			21			(98	)		40
Total comprehensive loss		(68	)		(81	)		(68	)		(172	)		321			(68	)
Total comprehensive income/(loss)		113			115			111			(26	)		(197	)		116
Comprehensive loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Comprehensive income attributable to noncontrolling interests		—			—			—			2			—			2
Total comprehensive loss attributable to controlling interest	$	(68	)		(81	)		(68	)		(171	)		321			(67	)
Total comprehensive income/(loss) attributable to controlling interest	$	113			115			111			(28	)		(197	)		114

The Nielsen Company B.V.

Condensed Consolidating Statement of Comprehensive Income (Unaudited)

For the three months ended ~~June~~September 30, 2013

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	~~681~~675		$	~~705~~712		$	—		$	1,~~386~~387
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			~~250~~251			~~330~~322			—			~~580~~573
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			~~206~~212			~~226~~221			—			~~432~~433
Depreciation and amortization		—			—			9389			3328			—			~~126~~117
Restructuring charges		—			—			—12			8			—			820
Operating income		—			—			~~132~~111			~~108~~133			—			~~240~~244
Interest income		—			~~182~~170			1124			54			(~~198~~197	)		—1
Interest expense		—			(7374	)		(~~185~~189	)		(1312	)		~~198~~197			(7378	)
Foreign currency exchange transaction losses, net		—			—			—			(4	)		—			(4	)
Foreign currency exchange transaction gains/(losses), net		—			—			2			(9	)		—			(7	)
Other income/(expense), net		—			—			4534			(4522	)		—			—12
Income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			109			3			51			—			163
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—			96			(18	)		94			—			172
Provision for income taxes		—			(28	)		(13	)		(5	)		—			(46	)
(Provision)/benefit for income taxes		—			(15	)		30			(55	)		—			(40	)
Equity in net income of subsidiaries		~~428~~135			~~348~~56			~~127~~123			—			(~~903~~314	)		—
Equity in net income of affiliates		—			—			3			1			—			4
Equity in net (loss)/income of affiliates		—			—			(1	)		1			—			—
Net income from continuing operations		~~428~~135			~~429~~137			~~120~~134			4740			(~~903~~314	)		~~121~~132
Discontinued operations, net of tax		—			—			~~308~~1			(1	)		—			~~307~~—
Net income attributable to controlling interest		428			429			428			46			(903	)		428
Net income		135			137			135			39			(314	)		132
Total other comprehensive loss		(79	)		(86	)		(82	)		(74	)		239			(82	)
Less net loss attributable to noncontrolling interest		—			—			—			(3	)		—			(3	)
Total other comprehensive loss attributable to noncontrolling interest		—			—			—			(3	)		—			(3	)
Net income attributable to controlling interest		135			137			135			42			(314	)		135
Total other comprehensive loss		(79	)		(86	)		(82	)		(71	)		239			(79	)
Total other comprehensive income		53			61			53			110			(222	)		55
Total comprehensive income/(loss)		349			343			346			(28	)		(664	)		346
Total other comprehensive income attributable to noncontrolling interest		—			—			—			2			—			2
Comprehensive loss attributable to noncontrolling interests		—			—			—			(3	)		—			(3	)
Total other comprehensive income attributable to controlling interest		53			61			53			108			(222	)		53
Total comprehensive income/(loss) attributable to controlling interest	$	349		$	343		$	346		$	(25	)	$	(664	)	$	349
Total comprehensive income		188			198			188			149			(536	)		187
Comprehensive loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Total comprehensive income attributable to controlling interest	$	188		$	198		$	188		$	150		$	(536	)	$	188

The Nielsen Company B.V.

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2014

(IN MILLIONS)	Parent			Issuer			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	12,~~654~~505		$	12,~~429~~150		$	—		$	34,~~083~~655
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			~~636~~947			~~683~~1,020			—			1,~~319~~967
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			~~487~~717			~~483~~719			—			~~970~~1,436
Depreciation and amortization		—			—			~~225~~333			6192			—			~~286~~425
Restructuring charges		—			—			2429			1314			—			3743
Operating income		—			—			~~282~~479			~~189~~305			—			~~471~~784
Interest income		—			~~421~~636			2335			57			(~~447~~675	)		23
Interest expense		—			(~~147~~217	)		(~~430~~649	)		(2538	)		~~447~~675			(~~155~~229	)
Foreign currency exchange transaction losses, net		—			—			—			(33	)		—			(33	)
Foreign currency exchange transaction gains/(losses), net		—			—			3			(35	)		—			(32	)
Other (expense)/income, net		—			(4596	)		~~148~~129			(~~151~~133	)		—			(48100	)
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		—			~~229~~323			23(3	)		~~(15~~106	)		—			~~237~~426
Provision for income taxes		—			(5780	)		(4787	)		(840	)		—			(~~112~~207	)
Equity in net income/(loss) of subsidiaries		~~127~~221			(4020	)		~~152~~312			—			(~~239~~513	)		—
Equity in net (loss)/income of affiliates		—			—			(1	)		3			—			2
Net income/(loss)		127			132			127			(20	)		(239	)		127
Net income		221			223			221			69			(513	)		221
Less net loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Total other comprehensive loss		(124	)		(150	)		(125	)		(235	)		510			(124	)
Net income/(loss) attributable to controlling interest		127			132			127			(19	)		(239	)		128
Total comprehensive income/(loss)		97			73			96			(166	)		(3	)		97
Total other comprehensive income		38			22			37			26			(85	)		38
Comprehensive loss attributable to noncontrolling interests		—			—			—			(2	)		—			(2	)
Total comprehensive income		165			154			164			6			(324	)		165
Total comprehensive income/(loss) attributable to controlling interests	$	97			73			96			(164	)		(3	)		99
Comprehensive loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Total comprehensive income attributable to controlling interests	$	165			154			164			7			(324	)		166

The Nielsen Company B.V.

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2013

(IN MILLIONS)	Parent			Issuer			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	12,~~338~~013		$	12,~~367~~079		$	—		$	24,~~705~~092
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			~~508~~759			~~651~~973			—			1,~~159~~732
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			~~416~~628			~~458~~679			—			~~874~~1,307
Depreciation and amortization		—			—			~~185~~274			6290			—			~~247~~364
Restructuring charges		—			—			1931			2432			—			4363
Operating income		—			—			~~210~~321			~~172~~305			—			~~382~~626
Interest income		—			~~360~~530			2448			913			(~~392~~589	)		12
Interest expense		—			(~~150~~224	)		(~~366~~555	)		(2537	)		~~392~~589			(~~149~~227	)
Foreign currency exchange transaction losses, net		—			—			—			(16	)		—			(16	)
Foreign currency exchange transaction gains/(losses), net		—			—			2			(25	)		—			(23	)
Other (expense)/income, net		—			(12	)		6498			(6486	)		—			~~(12~~—	)
Income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			198			(68	)		76			—			206
Income/(loss) from continuing operations before income taxes and equity in net income of subsidiaries and affiliates		—			294			(86	)		170			—			378
Provision for income taxes		—			(48	)		—			(16	)		—			(64	)
(Provision)/benefit for income taxes		—			(63	)		30			(71	)		—			(104	)
Equity in net income of subsidiaries		~~465~~600			~~316~~372			~~209~~332			—			(~~990~~1,304	)		—
Equity in net income of affiliates		—			—			1—			23			—			3
Income from continuing operations		~~465~~600			~~466~~603			~~142~~276			62102			(~~990~~1,304	)		~~145~~277
Income/(loss) from discontinued operations, net of tax		—			—			~~323~~324			(45	)		—			319
Net income		~~465~~600			~~466~~603			~~465~~600			5897			(~~990~~1,304	)		~~464~~596
Less net loss attributable to noncontrolling interests		—			—			—			(14	)		—			(14	)
Net income attributable to controlling interest		~~465~~600			~~466~~603			~~465~~600			59101			(~~990~~1,304	)		~~465~~600
Total other comprehensive loss		(9946	)		(~~104~~43	)		(9945	)		(~~136~~25	)		~~338~~114			(~~100~~45	)
Total other comprehensive loss attributable to noncontrolling interests		—			—			—			(1	)		—			(1	)
Total other comprehensive income attributable to noncontrolling interests		—			—			—			1			—			1
Total other comprehensive loss attributable to controlling interests		(9946	)		(~~104~~43	)		(9945	)		(~~135~~26	)		~~338~~114			(9946	)
Total comprehensive income/(loss)		366			362			366			(78	)		(652	)		364
Total comprehensive income		554			560			555			72			(1,190	)		551
Comprehensive loss attributable to noncontrolling interests		—			—			—			(23	)		—			(23	)
Total comprehensive income/(loss) attributable to controlling interests	$	366		$	362		$	366		$	(76	)	$	(652	)	$	366
Total comprehensive income attributable to controlling interests	$	554		$	560		$	555		$	75		$	(1,190	)	$	554

The Nielsen Company B.V.

Condensed Consolidating Balance Sheet (Unaudited)

~~June~~September 30, 2014

(IN MILLIONS)	Parent		Issuers		Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	—		—20		2117		~~268~~318		—			~~289~~355
Trade and other receivables, net		—		—		~~500~~506		~~774~~690		—			1,~~274~~196
Prepaid expenses and other current assets		—		98		~~241~~261		~~161~~155		—			~~411~~424
Intercompany receivables		105		~~198~~180		~~317~~185		~~153~~181		(~~678~~551	)		—
Total current assets		105		~~207~~208		~~1,079~~969		1,~~356~~344		(~~678~~551	)		1,~~974~~975
Non-current assets
Property, plant and equipment, net		—		—		~~315~~321		~~215~~204		—			~~530~~525
Goodwill		—		—		5,574		2,~~267~~141		—			7,~~841~~715
Other intangible assets, net		—		—		4,~~328~~296		~~437~~420		—			4,~~765~~716
Deferred tax assets		—1		7—		7465		3830		—			~~119~~96
Other non-current assets		—		47		~~141~~153		~~126~~127		—			~~314~~327
Equity investment in subsidiaries		5,~~764~~531		21,~~023~~750		7,~~577~~502		—		(1514,~~364~~783	)		—
Intercompany loans		—		10,~~360~~494		~~626~~635		1,~~325~~223		(12,~~311~~352	)		—
Total assets	$	5,~~774~~537	$	12,~~644~~499	$	19,~~714~~515	$	5,~~764~~489	$	(2827,~~353~~686	)	$	15,~~543~~354
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	4780	$	~~252~~326	$	~~573~~503	$	—		$	~~872~~909
Deferred revenues		—		—		~~194~~181		~~145~~131		—			~~339~~312
Income tax liabilities		2		—		~~108~~157		3542		—			~~145~~201
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		99		3612		189		—			~~136~~200
Intercompany payables		105		41—		~~362~~371		~~265~~175		(~~678~~551	)		—
Total current liabilities		127		~~187~~179		~~952~~1,047		~~1,019~~940		(~~678~~551	)		1,~~492~~622
Non-current liabilities
Long-term debt and capital lease obligations		—		6,~~450~~395		8993		1720		—			6,~~556~~508
Deferred tax liabilities		—		74		~~711~~697		7468		—			~~859~~839
Intercompany loans		—		—64		11,~~685~~651		~~626~~637		(12,~~311~~352	)		—
Other non-current liabilities		2		95		~~513~~496		~~270~~269		—			~~794~~772
Total liabilities		149		6,~~720~~717		13,~~950~~984		21,~~006~~934		(12,~~989~~903	)		9,~~701~~741
Total stockholders’ equity		5,~~760~~528		5,~~924~~782		5,~~764~~531		3,~~676~~470		(1514,~~364~~783	)		5,~~760~~528
Noncontrolling interests		—		—		—		8285		—			8285
Total equity		5,~~760~~528		5,~~924~~782		5,~~764~~531		3,~~758~~555		(1514,~~364~~783	)		5,~~842~~613
Total liabilities and equity	$	5,~~774~~537	$	12,~~644~~499	$	19,~~714~~515	$	5,~~764~~489	$	(2827,~~353~~686	)	$	15,~~543~~354

The Nielsen Company B.V.

Condensed Consolidating Balance Sheet

December 31, 2013

(IN MILLIONS)	Parent		Issuers		Guarantor		Non- Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	—	$	—	$	205	$	347	$	—		$	552
Trade and other receivables, net		—		—		447		747		—			1,194
Prepaid expenses and other current assets		—		11		225		138		—			374
Intercompany receivables		—		190		169		176		(535	)		—
Total current assets		—		201		1,046		1,408		(535	)		2,120
Non-current assets
Property, plant and equipment, net		—		—		327		233		—			560
Goodwill		—		—		5,493		2,191		—			7,684
Other intangible assets, net		—		—		4,360		421		—			4,781
Deferred tax assets		1		7		57		50		—			115
Other non-current assets		—		39		99		118		—			256
Equity investment in subsidiaries		5,730		2,093		7,632		—		(15,455	)		—
Intercompany loans		—		10,224		495		1,289		(12,008	)		—
Total assets	$	5,731	$	12,564	$	19,509	$	5,710	$	(27,998	)	$	15,516
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	47	$	367	$	606	$	—		$	1,020
Deferred revenues		—		—		154		152		—			306
Income tax liabilities		—		—		13		42		—			55
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		136		11		1		—			148
Intercompany payables		—		5		377		153		(535	)		—
Total current liabilities		—		188		922		954		(535	)		1,529
Non-current liabilities
Long-term debt and capital lease obligations		—		6,388		86		18		—			6,492
Deferred tax liabilities		—		74		720		70		—			864
Intercompany loans		—		—		11,513		495		(12,008	)		—
Other non-current liabilities		2		8		538		277		—			825
Total liabilities		2		6,658		13,779		1,814		(12,543	)		9,710
Total stockholders’ equity		5,729		5,906		5,730		3,818		(15,455	)		5,728
Noncontrolling interests		—		—		—		78		—			78
Total equity		5,729		5,906		5,730		3,896		(15,455	)		5,806
Total liabilities and equity	$	5,731	$	12,564	$	19,509	$	5,710	$	(27,998	)	$	15,516

The Nielsen Company B.V.

Condensed Consolidating Statement of Cash Flows (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2014

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by/(used in) operating activities	$	—		$	298		$	(17	)	$	18		$	299
Net cash provided by operating activities	$	—		$	452		$	109		$	129		$	690
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(~~118~~121	)		(7482	)		(~~192~~203	)
Additions to property, plant and equipment and other assets		—			—			(3863	)		(1633	)		(5496	)
Additions to intangible assets		—			—			(~~106~~159	)		(1119	)		(~~117~~178	)
Other investing activities		—			—			(95	)		—			(95	)
Net cash used in investing activities		—			—			(~~271~~348	)		(~~101~~134	)		(~~372~~482	)
Financing activities:
Net borrowings under revolving credit facility		—			—			25			—			25
Repayments of debt		—			(4,572	)		—			(1	)		(4,573	)
Repayments of debt		—			(3,747	)		—			(1	)		(3,748	)
Proceeds from the issuance of debt, net of issuance costs					4,544			—			—			4,544
Proceeds from the issuance of debt, net of issuance costs					3,748									3,748
Capital contributions to parent		(240	)		—			—			—			(240	)
Capital contributions to parent		(154	)		—			—			—			(154	)
Activity under stock plans		—			—			(6	)		(5	)		(11	)
Activity under stock plans		—			—			—			(3	)		(3	)
Settlement of intercompany and other financing activities		240			(404	)		57			16			(91	)
Settlement of intercompany and other financing activities		154			(299	)		79			25			(41	)
Net cash (used in)/provided by financing activities		—			(432	)		51			10			(371	)
Net cash (used in)/provided by financing activities		—			(298	)		104			21			(173	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			(34	)		(34	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			(17	)		(17	)
Net increase/(decrease) in cash and cash equivalents		—			20			(188	)		(29	)		(197	)
Net decrease in cash and cash equivalents		—			—			(184	)		(79	)		(263	)
Cash and cash equivalents at beginning of period		—			—			205			347			552
Cash and cash equivalents at end of period	$	—		$	—20		$	2117		$	~~268~~318		$	~~289~~355

The Nielsen Company B.V.

Condensed Consolidated Statement of Cash Flows (Unaudited)

For the ~~six~~nine months ended ~~June~~September 30, 2013

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by/(used in) operating activities	$	—		$	278		$	(55	)	$	47		$	270
Net cash provided by operating activities	$	—		$	409		$	13		$	168		$	590
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(121,195	)		(7	)		(191,202	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			934			—			934
Additions to property, plant and equipment and other assets		—			—			(3034	)		(2545	)		(5579	)
Additions to intangible assets		—			—			(~~105~~161	)		(1015	)		(~~115~~176	)
Net cash provided by/(used in) investing activities		—			—			787			(42	)		745
Net cash used in investing activities		—			—			(456	)		(67	)		(523	)
Financing activities:
Proceeds from the issuance of debt, net of issuance costs		—			12,~~866~~481			2120			34			12,~~890~~505
Repayments of debt		—			(1,~~911~~933	)		—			—			(1,~~911~~933	)
Increase in other short-term borrowings		—			—			—			212			212
Capital contributions to parent		(90163	)		—			—			—			(90163	)
Activity under stock plans		—			—			(34	)		(43	)		(7	)
Settlement of intercompany and other financing activities		90163			(~~233~~957	)		~~102~~773			31(3	)		(1024	)
Net cash (used in)/provided by financing activities		—			(~~278~~409	)		~~120~~789			3210			~~(126~~390	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—(2	)		(2217	)		(2219	)
Net increase in cash and cash equivalents		—			—			~~852~~344			1594			~~867~~438
Cash and cash equivalents at beginning of period		—			—			24			263			287
Cash and cash equivalents at end of period	$	—		$	—		$	~~876~~368		$	~~278~~357		$	~~1,154~~725

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

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, 2013 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on February 21, 2014, 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. 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 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, including but not limited to, those set forth in this Item 2 and Part II, Item 1A, if any, and those noted in our 2013 Annual Report on Form 10-K under “Risk Factors.” Forward-looking statements speak only as of the date of this report or as of the date they were made. We disclaim any intention to update the current expectations or forward-looking statements contained in this report. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

From time to time, Nielsen may use its website and social media outlets as channels of distribution of material company information. Financial and other material information regarding the company is routinely posted and accessible on our website at http://www.nielsen.com/investors, our Twitter account at http://twitter.com/nielsen and our iPad App, NielsenIR, available on the App Store.

Background and Executive Summary

We are a global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. We deliver critical media and marketing information, analytics and industry expertise about what consumers buy (referred to herein as “Buy”) and what consumers watch and listen to on a global and local basis (consumer interaction across the television, radio, online and mobile viewing and listening platforms referred to herein as “Watch”). Our information, insights and solutions help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in more than 100 countries, including many ~~developing and~~ emerging markets, and hold leading market positions in many of our services and geographies.

On September 30, 2013, we completed the acquisition of Arbitron Inc. (“Arbitron”), an international media and marketing research firm through the purchase of 100% of Arbitron’s outstanding common stock for a total cash purchase price of $1.3 billion. Arbitron is expected to help us better address client needs in unmeasured areas of media consumption, including streaming audio and out-of-home, and our global distribution footprint can help expand Arbitron’s capabilities outside of the U.S. With Arbitron’s assets, we intend to further expand our Watch segment’s audience measurement across screens and forms of listening. Arbitron has been rebranded Nielsen Audio.

On February 3, 2014, we completed the acquisition of Harris Interactive, Inc., a leading global market research firm through the purchase of all outstanding shares of Harris Interactive’s common stock for $2.04 per share (total purchase price of $116 million). Harris Interactive is expected to expand our footprint with important industry verticals including pharmaceutical, automobile and financial services.

We believe that important measures of our results of operations include revenue and operating income. Our long-term financial objectives include consistent revenue growth and expanding operating margins. Accordingly, we are focused on geographic market and service offering expansion to drive revenue growth and improving operating efficiencies including effective resource utilization, information technology leverage and overhead cost management.

Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Typically, before the start of each year, nearly 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments, which provides us with a high degree of stability to our revenue and allows us to effectively manage our profitability and cash flows. We continue to look for growth opportunities through global expansion, specifically within ~~developing~~emerging markets, as well as through the cross-platform expansion of our insights services and measurement services.

Our restructuring and other productivity initiatives have been focused on a combination of improving operating leverage through targeted cost-reduction programs, business process improvements and portfolio restructuring actions, while at the same time investing in key programs to enhance future growth opportunities.

Achieving our business objectives requires us to manage a number of key risk areas. Our growth objective of geographic market and service expansion requires us to maintain the consistency and integrity of our information and underlying processes on a global scale, and to invest effectively our capital in technology and infrastructure to keep pace with our clients’ demands and our competitors. Our operating footprint across approximately 100 countries requires disciplined global and local resource management of internal and third party providers to ensure success. In addition, our high level of indebtedness requires active management of our debt profile, with a focus on underlying maturities, interest rate risk, liquidity and operating cash flows.

Business Segment Overview

We align our business into two reporting segments: what consumers buy (consumer purchasing measurement and analytics) and what consumers watch and listen to (media audience measurement and analytics). Our Buy and Watch segments are built on a foundation of proprietary data assets that are designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses.

Our Buy segment provides Information services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information), and Insights services (primarily comprised of our analytical solutions) to businesses in the consumer packaged goods industry. Our services also enable our clients to better manage their brands, uncover new sources of demand, launch and grow new products, analyze their sales, improve their marketing mix and establish more effective consumer relationships. Our data is used by our clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Our extensive database of retail and consumer information, combined with our advanced analytical capabilities, helps generate strategic insights that influence our clients’ key business decisions. Within our Buy segment, we have two primary geographic groups, developed and ~~developing~~emerging markets. Developed markets primarily include the United States, Canada, Western Europe, Japan and Australia while ~~developing~~emerging markets include Africa, Latin America, Eastern Europe, Russia, China, India and Southeast Asia.

Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries for television, radio, online and mobile viewing and listening platforms. Our Watch data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending.

In June 2013, we completed the sale of our Expositions reporting segment (see “Discontinued Operations” discussion included in “Factors Affecting Our Financial Results” for more information). Our condensed consolidated statements of operations reflect the Expositions reporting segment as a discontinued operation.

Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to our segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment.

Factors Affecting Our Financial Results

Acquisitions and Investments in Affiliates

Arbitron Acquisition

On September 30, 2013, we completed the acquisition of Arbitron for a total cash purchase price of $1.3 billion.

We incurred acquisition-related expenses of $124 million and $1318 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the condensed consolidated statement of operations.

The following unaudited pro forma information presents the consolidated results of operations of us and Arbitron for the three and ~~six~~nine months ended ~~June~~September 30, 2013, as if the acquisition had occurred on January 1, 2013, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

(IN MILLIONS)	Three Months Ended ~~June~~September 30, 2013		~~Six~~Nine Months Ended ~~June~~September 30, 2013
Revenues	$	1,~~505~~510	$	24,~~937~~447
Net Income	$	133	$	164
Income from continuing operations	$	152	$	306

The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that we would have attained had the acquisition of Arbitron been completed as of the beginning of the reporting period.

The Arbitron results of operations are fully reflected in our consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2014.

Other Acquisitions

For the ~~six~~nine months ended ~~June~~September 30, 2014, we paid cash consideration of $~~192~~203 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2014, the impact on our consolidated results of operations would not have been material.

For the ~~six~~nine months ended ~~June~~September 30, 2013, excluding Arbitron, we paid cash consideration of $1942 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2013, the impact on our consolidated results of operations would not have been material.

Discontinued Operations

In February 2014, we completed the acquisition of Harris Interactive, Inc., a leading global market research firm, through the purchase of all outstanding shares of Harris Interactive’ s common stock for $2.04 per share. In June 2014, we completed the sale of Harris Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and technology company in exchange for a minority stake in ITWP. The condensed consolidated statements of operations reflect the operating results of Harris Europe as a discontinued operation.

In June 2013, we completed the sale of our Expositions business, which operates one of the largest portfolios of business-to-business trade shows and conference events in the United States, for total cash consideration of $950 million and recorded a gain of $303 million, net of tax. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

In March 2013, we completed the exit and shut down of one of our legacy online businesses and recorded a net loss of $3 million associated with this divestiture. The condensed consolidated statements of operations reflect the operating results of this business as a discontinued operation.

Summarized results of operations for discontinued operations are as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	Three Months Ended September 30,					Nine Months Ended September 30,
(IN MILLIONS)	2014		2013			2014		2013
Revenue	$	10—	$	43—		$	15	$	103
Operating income		—		11—			—		35
Interest expense		—		(3—	)		—		(8	)
Income from operations before income taxes		—		8—			—		27
Provision for income taxes		—		(4—	)		—		(11	)
Income from operations		—		4—			—		16
Gain on sale, net of tax		—		~~303~~—			—		303
Income from discontinued operations	$	—	$	~~307~~—		$	—	$	319

We allocated a portion of our consolidated interest expense to discontinued operations based upon the ratio of net assets sold as a proportion of consolidated net assets. For the three and ~~six~~nine months ended ~~June~~September 30, ~~2014 and~~ 2013, interest expense of zero and $~~3 million, respectively, and zero and $~~8 million, respectively, was allocated to discontinued operations.

Following are the major categories of cash flows from discontinued operations, as included in our condensed consolidated statements of cash flows:

		Six Months EndedJune 30,
		Nine Months EndedSeptember 30,
(IN MILLIONS)	2014		2013
Net cash provided by operating activities	$	—	$	36
Net cash provided by investing activities		—		—
Net cash provided by financing activities		—		—
	$	—	$	36

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. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro. The table below sets forth the profile of our revenue by principal currency.

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2014			2013
U.S. Dollar		55	%		51	%
Euro		11	%		12	%
Other Currencies		34	%		37	%
Total		100	%		100	%

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 Risk.” 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 $1.3736 to €1.00 and $1.3132 to €1.00 for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

We have operations in both our Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela’s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, has been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.

In February 2013, the Venezuelan government devalued its currency by 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated System of Transactions with Securities in Foreign Currency market was suspended. As a result of this change, we recorded a charge of $12 million in 2013 in foreign currency exchange transaction gains/(losses), net in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

~~Based~~As of March 31, 2014, based on changes to Venezuelan currency rate mechanisms, we changed the exchange rate we use to remeasure our Venezuelan Buy and Watch subsidiaries’ financial statements in U.S. dollars. AsWe ~~of March 31, 2014, we~~ began using the exchange rate determined by periodic auctions for U.S. dollars conducted under Venezuela’s Complementary System of Foreign Administration (“SICAD l”). As a result of ~~June~~a recent exchange agreement between the Central Bank of Venezuela and the Venezuelan government, we believe any future remittances for royalty and dividend payments that occur would be transacted at the SICAD I exchange rate based on current facts and circumstances. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represents a more realistic exchange rate at which to remeasure the U.S. dollar value of the assets, liabilities, and results of the Company’s Venezuelan subsidiary in the condensed consolidated financial statements. As of September 30, 2014, the SICAD l exchange rate was 1012.60 bolivars to the U.S. dollar, compared to the official exchange rate of 6.3 bolivars to the U.S. dollar we used previously. As a result of this change, we recorded a charge of approximately $2023 million during the ~~six~~nine months ended ~~June~~September 30, 2014 in foreign currency exchange transaction gains/(losses), net in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

We will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which 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 foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by others. In addition, the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP nor should such amounts be considered in isolation.

Results of Operations—Three Months Ended ~~June~~September 30, 2014 Compared to the Three Months Ended ~~June~~September 30, 2013

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

	Three Months EndedJune 30,
	Three Months EndedSeptember 30,
(IN MILLIONS)	2014			2013
Revenues	$	1,~~594~~572		$	1,~~386~~387
Cost of revenues, exclusive of depreciation and amortization shown separately below		~~677~~648			~~580~~573
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		~~481~~466			~~432~~433
Depreciation and amortization		~~145~~139			~~126~~117
Restructuring charges		136			820
Operating income		~~278~~313			~~240~~244
Interest income		1			—1
Interest expense		(7874	)		(7378	)
Foreign currency exchange transaction losses, net		(6	)		(4	)
Foreign currency exchange transaction gains/(losses), net		1			(7	)
Other expense, net		(45	)		—
Other (expense)/income, net		(52	)		12
Income from continuing operations before income taxes and equity in net income of affiliates		~~150~~189			~~163~~172
Provision for income taxes		(7595	)		(4640	)
Equity in net income of affiliates		1			4
Net income	$	94		$	132
Income from continuing operations		76			121
Income from discontinued operations, net of tax		—			307
Net income	$	76		$	428

Consolidated Results for the Three Months Ended ~~June~~September 30, 2014 Compared to the Three Months Ended ~~June~~September 30, 2013

Revenues

Revenues increased 1513.03% to $1,~~594~~572 million for the three months ended ~~June~~September 30, 2014 from $1,~~386~~387 million for the three months ended ~~June~~September 30, 2013, or an increase of 1514.94% on a constant currency basis, excluding a 01.91% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of the Arbitron and Harris Interactive acquisitions, revenues increased 42.45% (53.24% on a constant currency basis). Revenues within our Buy segment increased 63.65% (74.9% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, Buy segment revenues increased 30.67% (42.80% on a constant currency basis). Revenues within our Watch segment increased 28.08% (2829.32% on a constant currency basis). Excluding the impact of the Arbitron acquisition, Watch segment revenues increased 5.72% (5.96% on a constant currency basis).

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 1613.71% to $~~677~~648 million for the three months ended ~~June~~September 30, 2014 from $~~580~~573 million for the three months ended ~~June~~September 30, 2013, or an increase of 1713.17% on a constant currency basis, excluding a 0.46% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 117.13% (118.75% on a constant currency basis) due primarily to the impact of the Harris Interactive acquisition in February 2014 and the continued global expansion of our services. Costs within our Watch segment increased 2520.48% (2520.48% on a constant currency basis) due primarily to the impact of the Arbitron acquisition in September 2013 partially offset by the impact of productivity initiatives.

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

Selling, general and administrative expenses increased 117.36% to $~~481~~466 million for the three months ended ~~June~~September 30, 2014 from $~~432~~433 million for the three months ended ~~June~~September 30, 2013, or an increase of 128.14% on a constant currency basis, excluding a 0.8% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment ~~increased~~were ~~4.5%~~flat (5an increase of 0.56% on a constant currency basis) ~~due primarily to the impact of the Harris Interactive acquisition in February 2014 as well as other investments associated with the global expansion of our services~~. Costs within our Watch segment increased 3639.30% (3639.30% on a constant currency basis) due primarily to the impact of the Arbitron acquisition in September 2013 as well as the impact of investments in product development initiatives. Corporate costs decreased by approximately $25 million due primarily to higher transaction -related costs in 2013.

Depreciation and Amortization

Depreciation and amortization expense was $~~145~~139 million for the three months ended ~~June~~September 30, 2014 as compared to $~~126~~117 million for the three months ended ~~June~~September 30, 2013. This increase was primarily due to higher depreciation and amortization expense associated with assets acquired in business combinations.

For the three months ended June 30, 2014 and 2013, depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $51 million and $38 million, respectively.32

For the three months ended September 30, 2014 and 2013, depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $51 million and $35 million, respectively.

Restructuring Charges

We recorded $136 million and $820 million in restructuring charges relating to employee severance associated with productivity initiatives for the three months ended ~~June~~September 30, 2014 and 2013, respectively.

Operating Income

Operating income for the three months ended ~~June~~September 30, 2014 was $~~278~~313 million as compared to $~~240~~244 million for the three months ended ~~June~~September 30, 2013. Operating income within our Buy segment was $~~103~~109 million for the three months ended ~~June~~September 30, 2014 as compared to $~~105~~107 million for the three months ended ~~June~~September 30, 2013. Operating income within our Watch segment was $~~203~~226 million for the three months ended ~~June~~September 30, 2014 as compared to $~~159~~163 million for the three months ended ~~June~~September 30, 2013. Corporate operating expenses were $2822 million for the three months ended ~~June~~September 30, 2014 as compared to $2426 million for the three months ended ~~June~~September 30, 2013.

Interest Expense

Interest expense was $7874 million for the three months ended ~~June~~September 30, 2014 as compared to $7378 million for the three months ended ~~June~~September 30, 2013. This ~~increase~~decrease is primarily due to the ~~interest~~refinancing ~~expense~~of ~~allocated~~the to11.625% ~~our~~senior ~~discontinued~~notes ~~operations~~ in ~~the~~October ~~three months ended June 30~~2013, ~~2013~~the aspartial ~~discussed~~refinancing inof the ~~“Discontinued~~7.75% ~~Operations”~~senior ~~section~~notes in ~~“Factors~~April ~~Affecting~~2014 ~~Nielsen’s Financial Results” above~~ and the ~~increased~~refinancing ~~debt~~of ~~balance~~the inremaining ~~September~~7.75% ~~2013~~senior ~~related~~notes toin ~~Arbitron~~July ~~acquisition financing~~2014. ~~This~~The ~~increase~~decrease is partially offset by the ~~refinancing~~increased ofdebt ~~the~~balance ~~11.625% senior notes~~ in ~~October~~September 2013 ~~and~~related ~~the~~to ~~partial~~Arbitron ~~refinancing~~acquisition ~~of the 7~~financing.~~75%~~ ~~senior notes in April 2014.~~

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 denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.3733 to €1.00 for each of the three months ended ~~June~~September 30, 2014 asand ~~compared to $1.31 to €1.00 for the three months ended June 30,~~ 2013.

We ~~incurred~~realized ~~losses~~net gains of $61 million for the three months ended September 30, 2014 and net losses of $47 million for the three months ended ~~June~~September 30, ~~2014~~2013, ~~and~~in ~~2013~~each ~~respectively,~~ case resulting primarily from the fluctuations in certain foreign currencies associated with intercompany transactions.

Other (Expense)/Income, Net

Other expense, net of $4552 million for the three months ended ~~June~~September 30, 2014 is primarily related to the “make-whole” premium associated with the ~~partial~~July 2014 redemption of the remaining 7.75% Senior Notes due 2018~~, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancings~~.

The $12 million of other income, net amount for the three months ended September 30, 2013, primarily relates to the $24 million gain from the step acquisition of Scarborough partially offset by charges of $12 million associated with the unused bridge loan terminated as part of the Arbitron acquisition.

Income Taxes

The effective tax rates for the three months ended ~~June~~ September 30, 2014 and 2013 were 50% and 2823%, respectively. The tax ~~rates~~rate for the three months ended ~~June~~ September 30, 2014 ~~and~~was ~~2013 were~~ higher than the Dutch statutory ~~rates~~rate as a result of the ~~tax~~ impact of tax rate differences in other jurisdictions where the ~~Venezuela~~Company ~~currency~~files ~~revaluation~~tax returns, ~~profits~~residual ~~generated~~tax inexpense ~~jurisdictions~~on ~~with~~foreign ~~higher~~source ~~tax~~income, ~~rates~~reserves ~~than~~for ~~the~~uncertain ~~statutory~~tax ~~rate~~positions, and ~~accrual~~state ~~for~~and ~~future~~local ~~audit~~income ~~settlements~~taxes offset by the favorable impact of certain financing activities. The ~~and~~tax ~~release~~rate for the three months ended September 30, 2013 was lower than the Dutch statutory rate as a result of ~~tax~~the ~~contingencies~~favorable of return to provision adjustments as well as the impact of certain financing activities.

The estimated ~~liabilities~~liability for unrecognized tax benefits as of December 31, 2014 is $~~489~~496 million and was $~~457~~475 million as of December 31, 2013. If ~~the~~our ~~Company’s~~ tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce ~~the~~our ~~Company’s~~ effective tax rate in future periods.

Business Segment Results for the Three Months Ended ~~June~~September 30, 2014 Compared to the Three Months Ended ~~June~~September 30, 2013

Revenues

The table below sets forth our segment revenue performance data for the three months ended ~~June~~September 30, 2014 compared to the three months ended ~~June~~September 30, 2013, both on an as-reported and constant currency basis.

(IN MILLIONS)	ThreeMonths ~~EndedJune~~EndedSeptember 30,2014Reported		ThreeMonths ~~EndedJune~~EndedSeptember 30,2013Reported		% Variance2014 vs. 2013Reported			Three Months ~~EndedJune~~EndedSeptember 30,2013ConstantCurrency		% Variance2014 vs. 2013ConstantCurrency
Revenues by segment
Buy(a)	$	~~900~~878	$	~~844~~848		63.65	%	$	~~834~~837		74.9	%
Watch(b)		694		~~542~~539		28.08	%		~~541~~537		2829.32	%
Total(c)	$	1,~~594~~572	$	1,~~386~~387		1513.03	%	$	1,~~375~~374		1514.94	%

(a) The Buy segment includes the results of Harris Interactive for the three months ended ~~June~~September 30, 2014. Excluding the impact from the Harris Interactive acquisition, total Buy revenue was $~~874~~854 million, an increase of 30.67% (42.80% on a constant currency basis).

(b) The Watch segment includes Arbitron results for the three months ended ~~June~~September 30, 2014. Excluding the impact from the Arbitron acquisition, total Watch revenue was $~~573~~567 million, an increase of 5.72% (5.96% on a constant currency basis).

(c) Total Nielsen revenue includes the results of both Arbitron and Harris Interactive for the three months ended ~~June~~September 30, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue was $1,~~447~~421 million, an increase of 42.45% (53.24% on a constant currency basis).

Buy Segment Revenues

Revenues increased 63.65% to $~~900~~878 million for the three months ended ~~June~~September 30, 2014 from $~~844~~848 million for the three months ended ~~June~~September 30, 2013 (74.9% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, revenues increased 30.67% (42.80% on a constant currency basis). Revenues from ~~developing~~emerging markets increased 26.80% (910.23% on a constant currency basis) and revenues from developed markets increased 82.73% (72.3% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, revenues from developed markets ~~increased~~decreased 42.0% (a decrease of 2.70% on a constant currency basis).

Revenues from Information services increased 32.70% to $~~676~~677 million for the three months ended ~~June~~September 30, 2014 from $~~652~~664 million for the three months ended ~~June~~September 30, 2013 (53.07% on a constant currency basis). Growth in Information services was driven largely by new client wins and increased client investment in retail measurement in the ~~developing~~emerging markets.

Revenues from Insights services increased 169.72% to $~~224~~201 million for the three months ended ~~June~~September 30, 2014 from $~~192~~184 million for the three months ended ~~June~~September 30, 2013 (~~17.~~9.2% on a constant currency basis). Excluding the impact of the Harris acquisition, revenues from Insights services ~~increased~~decreased 3.18% (4a decrease of 3.28% on a constant currency basis), driven by ~~strength~~anticipated softness in ~~developing~~North ~~markets~~America.

Watch Segment Revenues

Revenues increased 28.08% to $694 million for the three months ended ~~June~~September 30, 2014 from $~~542~~539 million for the three months ended ~~June~~September 30, 2013 (2829.32% on a constant currency basis). Excluding the impact of the Arbitron acquisition, revenues increased 5.72% (5.96% on a constant currency basis). Audience measurement revenue, excluding Arbitron, grew 6.5.7% (6.52% on a constant currency basis). The increase in Watch revenues was driven by the continued strength of audience measurement, ~~which~~including ~~includes the momentum of our~~ digital ~~offerings~~ and ~~double-digit growth in our~~ Advertiser Solutions ~~business~~.

Business Segment Operating Income/(Loss)

We do not allocate items below operating income/(loss) to our business segments and therefore the table below sets forth a summary of operating income/(loss) at the business segment level for the three months ended June 30, 2014 and 2013.

(IN MILLIONS)	Three Months EndedJune 30, 2014			Three Months EndedJune 30, 2013			Variance2014 vs. 2013
Operating income/(loss) by segment
Buy	$	103		$	105		$	(2	)
Watch		203			159			44
Corporate and Eliminations		(28	)		(24	)		(4	)
Total	$	278		$	240		$	38

Business Segment Operating Income/(Loss)

(IN MILLIONS)	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Variance 2014 vs. 2013
Operating income/(loss) by segment
Buy	$	109		$	107		$	2
Watch		226			163			63
Corporate and Eliminations		(22	)		(26	)		4
Total	$	313		$	244		$	69

Buy Segment Operating Income

Operating income was $~~103~~109 million for the three months ended ~~June~~September 30, 2014 as compared to $~~105~~107 million for the three months ended ~~June~~ September 30, 2013, as the revenue performance mentioned above was ~~more~~mostly ~~than~~ offset by an ~~increased~~increase investment in our global expansion of our services as well as higher depreciation and amortization expense in 2014.

Watch Segment Operating Income

Operating income was $~~203~~226 million for the three months ended ~~June~~September 30, 2014 as compared to $~~159~~163 million for the three months ended ~~June~~September 30, 2013. The increase was driven primarily by the revenue performance discussed above, ~~and~~ the impact of productivity initiatives and lower restructuring charges partially offset by higher depreciation and amortization expense in 2014.

Corporate Expenses and Eliminations

Operating expenses were $2822 million for the three months ended ~~June~~September 30, 2014 as compared to $2426 million for the three months ended ~~June~~September 30, 2013 due primarily to higher restructuring charges for the three months ended ~~June~~September 30, ~~2014~~2013.

Results of Operations – ~~Six~~Nine Months Ended ~~June~~September 30, 2014 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2013

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

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
(IN MILLIONS)	2014			2013
Revenues	$	34,~~083~~655		$	24,~~705~~092
Cost of revenues, exclusive of depreciation and amortization shown separately below		1,~~319~~967			1,~~159~~732
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		~~970~~1,436			~~874~~1,307
Depreciation and amortization		~~286~~425			~~247~~364
Restructuring charges		3743			4363
Operating income		~~471~~784			~~382~~626
Interest income		23			12
Interest expense		(~~155~~229	)		(~~149~~227	)
Foreign currency exchange transaction losses, net		(3332	)		(1623	)
Other expense, net		(48100	)		~~(12~~—	)
Income from continuing operations before income taxes and equity in net income of affiliates		~~237~~426			~~206~~378
Provision for income taxes		(~~112~~207	)		(64104	)
Equity in net income of affiliates		2			3
Income from continuing operations		~~127~~221			~~145~~277
Income from discontinued operations, net of tax		—			319
Net income	$	~~127~~221		$	~~464~~596

Consolidated Results for the Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Revenues

Revenues increased 14.0% to $3,083 million for the six months ended June 30, 2014 from $2,705 million for the six months ended June 30, 2013, or an increase of 15.5% on a constant currency basis, excluding a 1.5% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of the Arbitron and Harris Interactive acquisitions, revenues increased 3.6% (5.0% on a constant currency basis). Revenues within our Buy segment increased 5.0% (7.0% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, Buy segment revenues increased 2.4% (4.4% on a constant currency basis). Revenues within our Watch segment increased 28.2% (28.8% on a constant currency basis). Excluding the impact of the Arbitron acquisition, Watch segment revenues increased 5.5% (6.0% on a constant currency basis).

Consolidated Results for the Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013

Revenues

Revenues increased 13.8% to $4,655 million for the nine months ended September 30, 2014 from $4,092 million for the nine months ended September 30, 2013, or an increase of 15.1% on a constant currency basis, excluding a 1.3% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of the Arbitron and Harris Interactive acquisitions, revenues increased 3.2% (4.5% on a constant currency basis). Revenues within our Buy segment increased 4.5% (6.3% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, Buy segment revenues increased 1.8% (3.6% on a constant currency basis). Revenues within our Watch segment increased 28.4% (29.0% on a constant currency basis). Excluding the impact of the Arbitron acquisition, Watch segment revenues increased 5.4% (5.9% on a constant currency basis).

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 13.86% to $1,~~319~~967 million for the ~~six~~nine months ended ~~June~~September 30, 2014 from $1,~~159~~732 million for the ~~six~~nine months ended ~~June~~September 30, 2013, or an increase of 14.84% on a constant currency basis, excluding a 1.0.8% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 98.59% (10.81% on a constant currency basis) due primarily to the impact of the Harris Interactive acquisition in February 2014 and the continued global expansion of our services. Costs within our Watch segment increased 20.72% (2120.06% on a constant currency basis) due primarily to the impact of the Arbitron acquisition in September 2013 partially offset by the impact of productivity initiatives.

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

Selling, general and administrative expenses increased 119.09% to $~~970~~1,436 million for the ~~six~~nine months ended ~~June~~September 30, 2014 from $~~874~~1,307 million for the ~~six~~nine months ended ~~June~~September 30, 2013, or an increase of 1211.40% on a constant currency basis, excluding a 1.41% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 21.56% (4.2.8% on a constant currency basis) due primarily to the impact of the Harris Interactive acquisition in February 2014 as well as other investments associated with the global expansion of our services. Costs within our Watch segment increased 3940.93% (40.67% on a constant currency basis) due primarily to the impact of the Arbitron acquisition in September 2013 as well as the impact of investments in product development initiatives. Corporate costs decreased by approximately $29 million primarily due to higher transaction-related costs in 2013.

Depreciation and Amortization

Depreciation and amortization expense was $~~286~~425 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~247~~364 million for the ~~six~~nine months ended ~~June~~September 30, 2013. This increase was primarily due to higher depreciation and amortization expense associated with assets acquired in business combinations.

For the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $~~101~~152 million and $74109 million, respectively.

Restructuring Charges

We recorded $3743 million in restructuring charges relating to employee severance associated with productivity initiatives for the ~~six~~nine months ended ~~June~~September 30, 2014.

We recorded $4363 million in restructuring charges relating to employee severance associated with productivity initiatives and contract termination costs for the ~~six~~nine months ended ~~June~~September 30, 2013.

Operating Income

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2014 was $~~471~~784 million as compared to $~~382~~626 million for the ~~six~~nine months ended ~~June~~September 30, 2013. . Operating income within our Buy segment was $~~143~~252 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~161~~268 million for the ~~six~~nine months ended ~~June~~September 30, 2013. Operating income within our Watch segment was $~~376~~602 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~278~~441 million for the ~~six~~nine months ended ~~June~~September 30, 2013. Corporate operating expenses were $4870 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $5783 million for the ~~six~~nine months ended ~~June~~September 30, 2013.

Interest Expense

Interest expense was $155 million for the six months ended June 30, 2014 as compared to $149 million for the six months ended June 30, 2013. This increase is primarily driven by the interest expense allocated to our discontinued operations in the six months ended June 30, 2013 as discussed in the “Discontinued Operations” section in “Factors Affecting Nielsen’s Financial Results” above and the increased debt balance in September 2013 related to Arbitron acquisition financing. This increase is partially offset by the refinancing of Term Loan A and B in February 2013, the maturity of the mandatory convertible debt in February of 2013, the refinancing of the 11.625% senior notes in October 2013, and the partial refinancing of the 7.75% senior notes in April 2014.

Foreign Currency Exchange Transaction Losses, Net

Foreign currency exchange transaction losses, net, represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.37 to €1.00 for the six months ended June 30, 2014 as compared to $1.31 to €1.00 for the six months ended June 30, 2013.

WeInterest ~~incurred~~Expense losses of $33 million and $16 million for the six months ended June 30, 2014 and 2013, respectively, resulting primarily from the devaluation of the Venezuela bolivars Fuertes as discussed in the “Foreign Currency” section of “Factors Affecting Nielsen’s Financial Results” as well as the fluctuations in certain foreign currencies associated with intercompany transactions.

Interest expense was $229 million and $227 million for the nine months ended September 30, 2014 and 2013, respectively. This result is primarily driven by the increased debt balance in September 2013 related to Arbitron acquisition financing and the interest expense allocated to our discontinued operations in the nine months ended September 30, 2013 as discussed in the “Discontinued Operations” section in “Factors Affecting Nielsen’s Financial Results” above, offset by the refinancing of Term Loan A and B in February 2013, the maturity of the mandatory convertible debt in February of 2013, the refinancing of the 11.625% senior notes in October 2013, and the refinancing of the 7.75% senior notes in April and July 2014.

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 denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.36 to €1.00 for the nine months ended September 30, 2014 as compared to $1.32 to €1.00 for the nine months ended September 30, 2013.

We incurred net losses of $32 million and $23 million for the nine months ended September 30, 2014 and 2013, respectively, resulting primarily from the devaluation of the Venezuela bolivars Fuertes as discussed in the “Foreign Currency” section of “Factors Affecting Nielsen’s Financial Results” as well as the fluctuations in certain foreign currencies associated with intercompany transactions.

Other Expense, Net

Other expense, net of $48100 million for the ~~six~~nine months ended ~~June~~September 30, 2014, is primarily related to the “make-whole” premium associated with the ~~partial~~ redemption of our $7.75% Senior Notes due 2018, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans, certain costs incurred in connection with the refinancings and the write down of a cost method investment.

Other expense, net ~~of $12 million~~ for the ~~six~~nine months ended ~~June~~September 30, 2013 netted to zero and primarily relates to the write-off of the deferred financing costs and other costs associated with the amendment to our Senior Secured Credit Agreement and charges associated with the unused bridge loan terminated as part of the Arbitron acquisition offset by the gain from the Scarborough step acquisition.

Income Taxes

The effective ~~tax~~rate ~~rates~~ for the ~~six~~nine months ended ~~June~~ September 30, 2014 and 2013 were 4749% and 3127%, respectively. The tax rate for the ~~six~~nine months ended ~~June~~September 30, 2014 was higher than the Dutch statutory rate as a result of ~~profit~~the ~~mix~~impact ~~within~~of ~~various~~tax ~~countries~~rate ~~and~~differences in other jurisdictions. where the Company files tax returns, residual tax expense on foreign source income, reserves for uncertain tax positions, and state and local income taxes offset by the favorable impact of certain financing activities. The tax rate for the ~~six~~nine months ended ~~June~~September 30, 2013 was higher than the Dutch statutory rate as a result of the tax impact of the Venezuela currency revaluation and ~~accrual~~reserves for ~~future~~uncertain ~~audit~~tax ~~settlements~~positions, offset by the favorable ~~impact~~impacts of ~~2012~~ return to provision adjustments as well as the ~~favorable~~ impact of certain financing activities ~~and release of tax contingencies~~.

Business Segment Results for the ~~Six~~Nine Months Ended ~~June~~September 30, 2014 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2013

Revenues

The table below sets forth our segment revenue performance data for the ~~six~~nine months ended ~~June~~September 30, 2014 compared to the ~~six~~nine months ended ~~June~~September 30, 2013, both on an as-reported and constant currency basis.

(IN MILLIONS)	~~SixMonths~~NineMonths ~~EndedJune~~EndedSeptember 30,2014Reported		~~SixMonths~~NineMonths ~~EndedJune~~EndedSeptember 30,2013Reported		% Variance2014 vs. 2013Reported			~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,2013ConstantCurrency		% Variance2014 vs. 2013ConstantCurrency
Revenues by segment
Buy(a)	$	12,~~737~~615	$	12,~~655~~503		54.05	%	$	12,~~624~~461		76.03	%
Watch(b)		12,~~346~~040		1,~~050~~589		28.24	%		1,~~045~~582		2829.80	%
Total(c)	$	34,~~083~~655	$	24,~~705~~092		1413.08	%	$	24,~~669~~043		15.51	%

(a) The Buy segment includes the results of Harris Interactive for the six months ended June 30, 2014, commencing on February 3, 2014, the acquisition date. Excluding the impact from the Harris Interactive acquisition, total Buy revenue was $1,695 million, an increase of 2.4% (4.4% on a constant currency basis).

(b) The Watch segment includes Arbitron results for the six months ended June 30, 2014. Excluding the impact from the Arbitron acquisition, total Watch revenue was $1,108 million, an increase of 5.5% (6.0% on a constant currency basis).

(c) Total Nielsen revenue includes the results of both Arbitron (full period) and Harris Interactive (from February 3, 2014) for the six months ended June 30, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue was $2,803 million, an increase of 3.6% (5.0% on a constant currency basis).

Buy Segment Revenues

Revenues increased 5.0% to $1,737 million for the six months ended June 30, 2014 from $1,655 million for the six months ended June 30, 2013 (7.0% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, revenues increased 2.4% (4.4% on a constant currency basis). Revenues from developing markets increased 1.1% (8.4% on a constant currency basis) and revenues from developed markets increased 6.9% (6.3% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, revenues from developed markets increased 3.1% (2.5% on a constant currency basis).

Revenues from Information services increased 2.5% to $1,332 million for the six months ended June 30, 2014 from $1,300 million for the six months ended June 30, 2013 (4.5% on a constant currency basis). Growth in Information services was driven by increased client investment in retail measurement in the developing markets as the addition of new clients in developed markets.

~~Revenues~~(a) ~~from~~The ~~Insights~~Buy ~~services~~segment ~~increased~~includes ~~14.1%~~the toresults ~~$405~~of ~~million~~Harris Interactive for the ~~six~~nine months ended ~~June~~ September 30, 2014, ~~from~~commencing ~~$355~~on ~~million~~February ~~for~~3, ~~the six months ended June 30~~2014, ~~2013~~the ~~(16.0%~~acquisition ~~on a constant currency basis)~~date. Excluding the impact offrom the Harris Interactive acquisition, ~~revenues~~total ~~from~~Buy ~~Insights~~revenue ~~services~~was ~~increased~~ $2,549 million, an increase of 1.38% (43.06% on a constant currency basis)~~, driven largely by strength in developing markets~~.

(b)	The Watch segment includes Arbitron results for the nine months ended September 30, 2014. Excluding the impact from the Arbitron acquisition, total Watch revenue was $1,675 million, an increase of 5.4% (5.9% on a constant currency basis).

(c)

Total Nielsen revenue includes the results of both Arbitron (full period) and Harris Interactive (from February 3, 2014) for the nine months ended September 30, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue was $4,224 million, an increase of 3.2% (4.5% on a constant currency basis).

Buy Segment Revenues

Revenues increased 4.5% to $2,615 million for the nine months ended September 30, 2014 from $2,503 million for the nine months ended September 30, 2013 (6.3% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, revenues increased 1.8% (3.6% on a constant currency basis). Revenues from emerging markets increased 2.7% (9.0% on a constant currency basis) and revenues from developed markets increased 5.4% (4.9% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, revenues from developed markets increased 1.4% (1.0% on a constant currency basis).

Revenues from Information services increased 2.3% to $2,009 million for the nine months ended September 30, 2014 from $1,964 million for the nine months ended September 30, 2013 (4.2% on a constant currency basis). Growth in Information services was driven by increased client investment in retail measurement in the emerging markets as well as the addition of new clients in developed markets.

Revenues from Insights services increased 12.4% to $606 million for the nine months ended September 30, 2014 from $539 million for the nine months ended September 30, 2013 (13.7% on a constant currency basis). Excluding the impact of the Harris acquisition, revenues from Insights services were flat (an increase of 1.3% on a constant currency basis), due to softness in North America.

Watch Segment Revenues

Revenues increased 28.24% to $12,~~346~~040 million for the ~~six~~nine months ended ~~June~~September 30, 2014 from $1,~~050~~589 million for the ~~six~~nine months ended ~~June~~September 30, 2013 (2829.80% on a constant currency basis). Excluding the impact of the Arbitron acquisition, revenues increased 5.54% (65.09% on a constant currency basis). Audience measurement revenue, excluding Arbitron, grew 5.87% (6.3% on a constant currency basis). The increase in Watch revenues was driven by the continued strength of audience measurement, ~~which~~including ~~includes the momentum of our~~ digital ~~offerings~~ and ~~double-digit growth in our~~ Advertiser Solutions ~~business~~.

Business Segment Operating Income

(IN MILLIONS)	~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30, 2014			~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30, 2013			Variance2014 vs. 2013
Operating income/(loss) by segment
Buy	$	~~143~~252		$	~~161~~268		$	(1816	)
Watch		~~376~~602			~~278~~441			98161
Corporate and Eliminations		(4870	)		(5783	)		913
Total	$	~~471~~784		$	~~382~~626		$	89158

Buy Segment Operating Income

Operating income was $~~143~~252 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~161~~268 million for the ~~six~~nine months ended ~~June~~September 30, 2013 as the revenue performance mentioned above was more than offset by ~~higher~~investment ~~restructuring~~in ~~charges~~the continued global expansion of our services, higher depreciation and amortization expense and stock-based compensation expense.

Watch Segment Operating Income

Operating income was $~~376~~602 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~278~~441 million for the ~~six~~nine months ended ~~June~~September 30, 2013. The increase was driven primarily by the revenue performance discussed above and the impact of productivity initiatives partially offset by higher depreciation and amortization expense.

Corporate Expenses and Eliminations

Operating expenses were $4870 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $5783 million for the ~~six~~nine months ended ~~June~~September 30, 2013 due primarily to higher restructuring charges for the ~~six~~nine months ended ~~June~~September 30, 2013.

Liquidity and Capital Resources

Overview

We have consistently generated strong cash flows from operations, providing a source of funds of $~~299~~690 million during the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~270~~590 million for the ~~six~~nine months ended ~~June~~September 30, 2013, an increase of $29100 million or 1016.79%. We provide for additional liquidity through several sources including maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity as of and for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013:

(IN MILLIONS)	~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,2014		~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30,2013
Net cash from operating activities	$	~~299~~690	$	~~270~~590
Cash and cash equivalents	$	~~289~~355	$	~~1,154~~725
Availability under Revolving credit facility	$	~~547~~572	$	622

38Of the $355 million in cash and cash equivalents, approximately $321 million was held in jurisdictions outside the U.S. and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

OfWe ~~the~~continue ~~$289~~to ~~million~~focus inon ~~cash~~extending debt maturities and reducing cash ~~equivalents,~~interest ~~approximately~~expense. ~~$276~~As ~~million~~set ~~was~~forth ~~held~~ in ~~jurisdictions~~more ~~outside~~detail ~~the~~below, ~~U.S.~~in 2013 and as2014 awe ~~result~~obtained ~~there~~amendments ~~may~~to beour ~~tax~~term ~~consequences~~loan ifand ~~such~~revolving ~~amounts~~credit ~~were~~facilities, ~~moved~~and ~~out~~used ofthe ~~these~~proceeds ~~jurisdictions~~from ornew ~~repatriated~~issuances toof ~~the~~senior ~~U.S.~~notes Weto ~~regularly~~redeem ~~review~~previously ~~the~~outstanding ~~amount~~notes ofwith ~~cash~~higher ~~and~~interest ~~cash~~rates. ~~equivalents~~The ~~held~~below ~~outside~~table ofillustrates the ~~U.S.~~results toof ~~determine~~these ~~the~~efforts ~~amounts~~through ~~necessary to fund~~ the ~~current~~decrease ~~operations~~in of our ~~foreign~~weighted ~~operations~~average interest rate and ~~their~~cash ~~growth~~paid ~~initiatives~~for ~~and~~interest ~~amounts~~over ~~needed~~the tonine ~~service~~months ~~our~~ended ~~U.S.~~September ~~indebtedness~~30, 2014 and ~~related~~2013, ~~obligations~~respectively.

We continue to focus on de-levering our balance sheet, extending debt maturities and reducing cash interest expense. In 2013 we re-priced $3 billion of our term loan facility, issued $625 million of 5.50% Senior Notes and redeemed certain of our notes issued with higher rates of interest. The below table illustrates the results of these efforts through the decrease in our weighted average interest rate and cash paid for interest over the six months ended June 30, 2014 and 2013, respectively.

	Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013
Weighted average interest rate		3.85	%		4.64	%
Cash paid for interest, net of amounts capitalized (in millions)	$	183		$	196

	Six Months EndedJune 30,2014			SixMonths EndedJune 30,2013
Weighted average interest rate		4.22	%		4.52	%
Cash paid for interest, net of amounts capitalized (in millions)	$	147		$	149

In 2013 we re-priced $3 billion of our term loan facility, issued $625 million of 5.50% Senior Notes and redeemed certain of our notes issued with higher rates of interest.

In April 2014, we completed the issuance of $750 million in aggregate principal amount of 5.000% Senior Notes due 2022 at par. In addition, in April 2014 we entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement, which provides for three new classes of term loans, Class A Term Loans, Class B-1 Term Loans and Class B-2 Term Loans, in a combined principal amount of $3,180 million and €286 million, the proceeds of which, when combined with the net proceeds from the $750 million 5.0% Senior Notes, were used to repay and replace our existing Class D Term Loans maturing in February 2017 and the Class E Term Loans maturing in May 2016. Concurrent with the refinancing of the term loans, the existing $635 million revolving credit facility with a final maturity of April 2016 was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. Finally, in May 2014 we completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, we recorded a pre-tax charge of $45 million during the second quarter of 2014 to other (expense)/income, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the ~~refinancing’s~~refinancings.

In July 2014, we completed the issuance of $800 million aggregate principal amount of 5.0% Senior Notes due 2022. In addition, in July 2014, we completed the redemption of the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, we expect to record a pre-tax charge of approximately $51 million during the third quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes. 39

In July 2014, we completed the issuance of an additional $800 million aggregate principal amount of 5.00% Senior Notes due 2022. The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. In addition, in July 2014, we completed the redemption of the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, we recorded a pre-tax charge of $51 million during the third quarter of 2014 to other (expense)/income, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.

Our contractual obligations, commitments and debt service requirements over the next several years are significant. 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, dividend payments 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.

Covenant Compliance

In April 2014, we entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement. The financial covenant contained in our Fourth Amended and Restated Credit Agreement ~~consists~~consist of a maximum leverage ratio applicable to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Senior Secured Credit Agreement) at the end of any calendar quarter to Covenant EBITDA (as defined in the Senior Secured Credit Agreement) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 5.50 to 1.00.

Failure to comply with this financial covenant would result in an event of default under our Fourth Amended and Restated Credit Agreement unless waived by our senior credit lenders. An event of default under our Fourth Amended and Restated Credit Agreement can result in the acceleration of our indebtedness under the facilities, 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 financial covenant described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Fourth Amended and Restated Credit Agreement and this covenant are material to us. As of September 30, 2014, we were in full compliance with the financial covenant described above.

possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above can cause us to go into default under the agreements governing our indebtedness, management believes that our Fourth Amended and Restated Credit Agreement and this covenant are material to us. As of June 30, 2014, we were in full compliance with the financial covenant described above.

Revolving Credit Facility

In April 2014, we entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement, in connection with which the existing $635 million revolving credit facility was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. The Fourth Amended and Restated Credit Agreement contains a senior secured revolving credit facility under which Nielsen Finance LLC, TNC (US) Holdings, Inc., and Nielsen Holding and Finance B.V. can borrow revolving loans. The revolving credit facility can also be used for letters of credit, guarantees and swingline loans.

The senior secured revolving credit facility is provided under the Senior Secured Credit Agreement and so contains covenants and restrictions as noted above with respect to the Senior Secured Credit Agreement under the “Term loan facilities” section above. Obligations under the revolving credit facility are guaranteed by the same entities that guarantee obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.

As of ~~June~~September 30, 2014 and 2013, we had ~~$25 million and~~ zero borrowings outstanding and had outstanding letters of credit of $3 million and $13 million, respectively. As of ~~June~~September 30, 2014, we had $~~547~~572 million available for borrowing under the revolving credit facility.

Dividends and Share Repurchase Program

N.V. remains committed to driving shareholder value as evidenced with the adoption of a quarterly cash dividend policy by our board of directors in 2013, under which N.V. has paid $167 million in cash dividends for the six months ended June 30, 2014 and $265 million in cash dividends during 2013. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will be subject to the board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of N.V.’s shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on N.V.’s common stock during 2013 and the six months ended June 30, 2014.

Declaration Date

Record Date

Payment Date

Dividend Per Share

January 31, 2013

March 6, 2013

March 20, 2013

0.16

May 2, 2013

June 5, 2013

June 19, 2013

0.16

July 25, 2013

August 28, 2013

September 11, 2013

0.20

October 22, 2013

November 25, 2013

December 9, 2013

0.20

February 20, 2014

March 6, 2014

March 20, 2014

0.20

May 1, 2014

June 5, 2014

June 19, 2014

0.25

On July 24, 2014, our Board declared a cash dividend of $0.25 per share on our common stock. The dividend is payable on September 11, 2014 to N.V.’s stockholders of record at the close of business on August 28, 2014.

OnDividends July 25, 2013, our Board approved a share repurchase program for up to $500 million of N.V.’s outstanding common stock. The primary purpose of the program is to mitigate dilution associated with N.V.’s equity compensation plans. Repurchases will be made in accordance with applicable securities laws from time to time in the open market depending on our management’s evaluation of market conditions and ~~other~~Share ~~factors.~~Repurchase The program will be executed within the limitations of the existing authority granted at our 2014 Annual General Meeting of Shareholders. As of June 30, 2014, N.V. has purchased 1,330,232 shares of N.V.’s common stock at an average price of $44.63 per share (total consideration of approximately $59 million) under this program. The activity during the six months ended June 30, 2014 consisted of open market share repurchases and is summarized in the following table:Program

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that may yet be Purchased under the Plans or Programs
Balance as of December 31, 2013		289,839	$	39.49		289,839	$	488,554,427
2014 Activity
January 1- 31		—		n/a		—	$	488,554,427
February 1- 28		110,239	$	43.42		110,239	$	483,768,078
March 1- 31		241,091	$	46.85		241,091	$	472,472,783
April 1-30		269,972	$	44.47		269,972	$	460,467,412
May 1-31		211,848	$	47.20		211,848	$	450,467,820
June 1-30		207,243	$	47.44		207,243	$	440,635,906
Total		1,330,232	$	44.63		1,330,232

N.V. remains committed to driving shareholder value as evidenced with the adoption of a quarterly cash dividend policy by our board of directors in 2013, under which N.V. has paid $261 million in cash dividends for the nine months ended September 30, 2014 and $265 million in cash dividends during 2013. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will be subject to the board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of N.V.’s shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on N.V.’s common stock during 2013 and the nine months ended September 30, 2014.

Declaration Date

Record Date

Payment Date

Dividend Per Share

January 31, 2013

March 6, 2013

March 20, 2013

0.16

May 2, 2013

June 5, 2013

June 19, 2013

0.16

July 25, 2013

August 28, 2013

September 11, 2013

0.20

October 22, 2013

November 25, 2013

December 9, 2013

0.20

February 20, 2014

March 6, 2014

March 20, 2014

0.20

May 1, 2014

June 5, 2014

June 19, 2014

0.25

July 24, 2014

August 28, 2014

September 11, 2014

0.25

On July 25, 2013, our Board approved a share repurchase program for up to $500 million of N.V.’s outstanding common stock. The primary purpose of the program is to mitigate dilution associated with N.V.’s equity compensation plans. Repurchases will be made in accordance with applicable securities laws from time to time in the open market depending on our management’s evaluation of market conditions and other factors. The program will be executed within the limitations of N.V.’s Board’s existing authority granted at our 2014 Annual General Meeting of Shareholders. As of September 30, 2014, N.V. has purchased 1,898,112 shares of N.V.’s common stock at an average price of $45.37 per share (total consideration of approximately $86 million) under this program. The activity during the nine months ended September 30, 2014 consisted of open market share repurchases and is summarized in the following table:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that may yet be Purchased under the Plans or Programs
2013 Activity		289,839	$	39.49		289,839	$	488,554,427
2014 Activity
January 1- 31		—		n/a		—	$	488,554,427
February 1- 28		110,239	$	43.42		110,239	$	483,768,078
March 1- 31		241,091	$	46.85		241,091	$	472,472,783
April 1-30		269,972	$	44.47		269,972	$	460,467,412
May 1-31		211,848	$	47.20		211,848	$	450,467,820
June 1-30		207,243	$	47.44		207,243	$	440,635,906
July 1-31		188,612	$	48.54		188,612	$	431,480,660
August 1-31		181,509	$	47.15		181,509	$	422,921,757
September 1-30		197,759	$	45.66		197,759	$	413,891,828
Total		1,898,112	$	45.37		1,898,112

On October 23, 2014, we announced that our Board approved a new share repurchase program for up to $1 billion of N.V.’s outstanding common stock. This is in addition to the current authorization in place since July 2013 as described above. Repurchases will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen management’s evaluation of market conditions and other factors. This program will be executed within the limitations of the existing authority granted at N.V.’s 2014 Annual General Meeting of Shareholders.

Cash Flows

Operating activities. Net cash provided by operating activities was $~~299~~690 million for the ~~six~~nine months ended ~~June~~September 30, 2014, as compared to $~~270~~590 million for the ~~six~~nine months ended ~~June~~September 30, 2013. This increase was driven by the ~~operating~~overall ~~income~~financial performance described above and reductions in interest paid. Our key collections performance measure, days billing outstanding (DBO), ~~decreased~~increased by 1 day as compared to the same period last year.

Investing activities. Net cash used in investing activities was $372 million for the six months ended June 30, 2014, as compared to net cash provided by investing activities of $745 million for the six months ended June 30, 2013. The primary driver for the decrease was the net proceeds received from the sale of our Expositions business in 2013 as well as higher acquisition payments during the six months ended June 30, 2014 as compared to the same period for 2013.41

~~Financing~~Investing activities. Net cash used in ~~financing~~investing activities was $~~173~~482 million for the ~~six~~nine months ended ~~June~~September 30, 2014, as compared to $~~126~~523 million for the ~~six~~nine months ended ~~June~~September 30, 2013. The ~~increase~~primary indriver ~~cash~~for ~~used~~the indecrease ~~financing~~was ~~activities~~the isnet ~~primarily~~amount ~~due~~paid tofor our Arbitron acquisition in 2013 partially offset by the ~~higher~~net ~~dividend~~proceeds ~~payments~~received ~~and~~from ~~share~~the ~~repurchasing,~~sale asof ~~described~~our Expositions business in ~~the~~2013 ~~“Dividends~~as ~~and~~well ~~Share~~as ~~Repurchase~~higher ~~Program”~~acquisition ~~section~~payments ~~above,~~(excluding Arbitron) during the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to the same period offor 2013.

Financing activities. Net cash used in financing activities was $371 million for the nine months ended September 30, 2014 as compared to net cash provided by financing activities of $390 million for the nine months ended September 30, 2013. The increase in cash used in financing activities is primarily due to the decrease in net proceeds from debt issuance and refinancing activity for the nine months ended September 30, 2014 as compared to the net proceeds from the debt issuance and refinancing activity for the nine months ended September 30, 2013, and the higher dividend payments and share repurchasing, as described in the “Dividends and Share Repurchase Program” section above, during the nine months ended September 30, 2014 as compared to the same period of 2013.

Capital Expenditures

Investments in property, plant, equipment, software and other assets totaled $~~171~~274 million for the ~~six~~nine months ended ~~June~~September 30, 2014 as compared to $~~170~~255 million for the ~~six~~nine months ended ~~June~~September 30, 2013.

Off-Balance Sheet Arrangements

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

Summary of Recent Accounting Pronouncements

Discontinued Operations

Foreign Currency Matters

In March 2013, the FASB issued an accounting update, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The amendment requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance is effective for our interim and annual reporting periods in 2014. The adoption of this update did not have a significant impact on our condensed consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”~~, as a new Topic (“ASC 606”)~~. The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact of the adoption of this ASU will have on our condensed consolidated financial statements.

Going Concern

Commitments and Contingencies

Legal Proceedings and Contingencies

We are subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, we expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

Other Contractual Obligations

Our other contractual obligations include capital lease obligations (including interest portion), facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services, the payment of principal and interest on debt and pension fund obligations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Omitted under the reduced disclosure format permitted by General Instruction H of Form 10-Q.

Item 4. Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) 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 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 recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~June~~September 30, 2014 (the “Evaluation Date”). Based on such evaluation and subject to foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

(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

We are subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, we do expect that the ultimate disposition of these matters will not have a material adverse effect on our operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.

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, 2013.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibit index attached hereto is incorporated herein by reference.

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)
Date: July 29, 2014			/s/ Jeffrey R. Charlton
Date: October 23, 2014			/s/ Jeffrey R. Charlton
			Jeffrey R. CharltonSenior Vice President and Corporate ControllerDuly Authorized Officer and Principal Accounting Officer

EXHIBIT INDEX

The agreements and other documents filed as exhibits to this quarterly report on Form 10-Q are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

ExhibitNumber		Description of Exhibits
4.1		Supplemental Indenture, dated as of ~~April~~July 118, 2014, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (as defined therein) and Law Debenture Trust Company of New York, as Trustee (incorporated herein by reference to the Current Report on Form 8-K filed on ~~April~~July 118, 2014 (File No. 333-191458))
4.2		Amendment Agreement, dated April 22, 2014, among Nielsen Finance LLC, the other borrowers party thereto, the guarantors party thereto, Citibank, N.A., as administrative agent, and certain of the lenders (incorporated herein by reference to the Quarterly Report on Form 10Q filed on April 24, 2014 (File No. 001-35042))
4.3		Form of Fourth Amended and Restated Credit Agreement (incorporated herein by reference to the Quarterly Report on Form 10Q filed on April 24, 2014 (File No. 001-35042))
4.4*		First Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee.
4.5*		Fourth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Deutsche Bank Trust Company Americas, as trustee
4.6*		Sixth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee
4.7*		Twelfth Supplemental Indenture, dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. and Law Debenture Trust Company of New York, as trustee.
4.8		Supplemental Indenture, dated as of July 8, 2014, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (identified therein) and Law Debenture Trust Company of New York, as trustee (incorporated herein by reference to the Current Report on Form 8-K filed on July 8, 2014 (File No. 001-35042)).
10.1		Nielsen Holdings Executive Annual Incentive Plan (incorporate herein by reference to the From DEF14A filed by Nielsen N.A. on April 14, 2014 (File No. 001-35042))
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)
101*		The following financial information from The Nielsen Company B.V.’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2014, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, (iii) Condensed Consolidated Balance Sheets at ~~June~~September 30, 2014 (Unaudited) and December 31, 2013, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~six~~nine months ended ~~June~~September 30, 2014 and 2013, and (v) the Notes to Condensed Consolidated Financial Statements.

* Filed or furnished herewith

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