Nielsen N.V. (Form: 10-Q, Received: 07/29/2014 07:09:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 001-35042

Nielsen N.V.

(Exact name of registrant as specified in its charter)

The Netherlands		98-0662038
(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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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	x		Accelerated filer	¨
Non-accelerated filer	¨	(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 380,295,447 shares of the registrant’s Common Stock outstanding as of June 30, 2014.

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	- 21 -
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	- 38 -
Item 4.	Controls and Procedures	- 39 -
PART II.	OTHER INFORMATION	- 40 -
Item 1.	Legal Proceedings	- 40 -
Item 1A.	Risk Factors	- 40 -
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	- 40 -
Item 3.	Defaults Upon Senior Securities	- 40 -
Item 4.	Mine Safety Disclosures	- 40 -
Item 5.	Other Information	- 40 -
Item 6.	Exhibits	- 40 -
	Signatures	- 41 -

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Nielsen N.V.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2014			2013			2014			2013
Revenues	$	1,594		$	1,386		$	3,083		$	2,705
Cost of revenues, exclusive of depreciation and amortization shown separately below		677			580			1,319			1,159
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		482			434			971			876
Depreciation and amortization		145			126			286			247
Restructuring charges		13			8			37			43
Operating income		277			238			470			380
Interest income		1		—				2			1
Interest expense		(78	)		(73	)		(155	)		(151	)
Foreign currency exchange transaction losses, net		(6	)		(4	)		(33	)		(16	)
Other expense, net		(45	)	—				(48	)		(12	)
Income from continuing operations before income taxes and equity in net income of affiliates		149			161			236		202
Provision for income taxes		(74	)		(46	)		(107	)		(64	)
Equity in net income of affiliates		1			4			2			3
Income from continuing operations		76			119			131			141
Income from discontinued operations, net of tax		-			307			-			319
Net income		76			426			131			460
Net income/(loss) attributable to noncontrolling interests		2		—				(1	)		(1	)
Net income attributable to Nielsen stockholders	$	74		$	426		$	132		$	461
Net income per share of common stock, basic
Income from continuing operations	$	0.19		$	0.32		$	0.35		$	0.38
Income from discontinued operations, net of tax	$	—		$	0.82		$	—		$	0.85
Net income attributable to Nielsen stockholders	$	0.19		$	1.14		$	0.35		$	1.23
Net income per share of common stock, diluted
Income from continuing operations	$	0.19		$	0.31		$	0.34		$	0.38
Income from discontinued operations, net of tax	$	—		$	0.80		$	—		$	0.84
Net income attributable to Nielsen stockholders	$	0.19		$	1.12		$	0.34		$	1.22
Weighted-average shares of common stock outstanding, basic		379,755,766			376,580,064			379,386,349			373,598,206
Dilutive shares of common stock		5,601,047			4,979,326			5,624,779			4,844,227
Weighted-average shares of common stock outstanding, diluted		385,356,813			381,559,390			385,011,128			378,442,433
Dividends declared per common share	$	0.25		$	0.16		$	0.45		$	0.32

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

- 3 -

Nielsen N.V.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(IN MILLIONS)	2014			2013			2014			2013
Net income	$	76		$	426		$	131		$	460
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments ⁽¹⁾		41			(107	)		33			(134	)
Available for sale securities ⁽²⁾		2			3			4			6
Changes in the fair value of cash flow hedges ⁽³⁾		(1	)		6			(1	)		8
Defined benefit pension plan adjustments ⁽⁴⁾		(1	)		16			2			20
Total other comprehensive income/(loss)		41			(82	)		38			(100	)
Total comprehensive income		117			344			169			360
Less: comprehensive income/(loss) attributable to noncontrolling interests		2			(3	)		(1	)		(2	)
Total comprehensive income attributable to Nielsen stockholders	$	115		$	347		$	170		$	362

(1)	Net of tax of $(2) million for each of the three months ended June 30, 2014 and 2013, and $(1) million and $9 million for the six months ended June 30, 2014 and 2013, respectively

(2)	Net of tax of $(1) million and $(4) million for the three months ended June 30, 2014 and 2013, respectively, and $(3) million and $(4) million for the six months ended June 30, 2014 and 2013, respectively

(3)	Net of tax of zero and $(3) million for the three months ended June 30, 2014 and 2013, respectively, and zero and $(5) million for the six months ended June 30, 2014 and 2013, respectively

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

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

- 4 -

Nielsen N.V.

Condensed Consolidated Balance Sheets

	June 30,			December 31,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2014			2013
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	310		$	564
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		1,266			1,196
Prepaid expenses and other current assets		411			374
Total current assets		1,987			2,134
Non-current assets
Property, plant and equipment, net		530			560
Goodwill		7,841			7,684
Other intangible assets, net		4,765			4,781
Deferred tax assets		119			115
Other non-current assets		314			256
Total assets	$	15,556		$	15,530
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	883		$	1,026
Deferred revenues		339			306
Income tax liabilities		145			55
Current portion of long-term debt, capital lease obligations and short-term borrowings		136			148
Total current liabilities		1,503			1,535
Non-current liabilities
Long-term debt and capital lease obligations		6,556			6,492
Deferred tax liabilities		859			864
Other non-current liabilities		794			832
Total liabilities		9,712			9,723
Commitments and contingencies (Note 12)
Equity:
Nielsen stockholders’ equity
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized; 381,168,533 and 379,044,531 shares issued and 380,295,447 and 378,635,464 shares outstanding at June 30, 2014 and December 31, 2013, respectively		32			32
Additional paid-in capital		6,459			6,596
Accumulated deficit		(380	)		(512	)
Accumulated other comprehensive loss, net of income taxes		(349	)		(387	)
Total Nielsen stockholders’ equity		5,762			5,729
Noncontrolling interests		82			78
Total equity		5,844			5,807
Total liabilities and equity	$	15,556		$	15,530

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

- 5 -

Nielsen N.V.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended
	June 30,
(IN MILLIONS)	2014			2013
Operating Activities
Net income	$	131		$	460
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		24			21
Gain on sale of discontinued operations	—				(303	)
Currency exchange rate differences on financial transactions and other losses		81			34
Equity in net income of affiliates, net of dividends received		(2	)		(1	)
Depreciation and amortization		286			258
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(47	)		(65	)
Prepaid expenses and other current assets		(48	)		(32	)
Accounts payable and other current liabilities and deferred revenues		(167	)		(120	)
Other non-current liabilities		(4	)		(4	)
Interest payable		8			5
Income taxes		38			7
Net cash provided by operating activities		300			260
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(192	)		(19	)
Proceeds from sale of subsidiaries and affiliates, net		—			934
Additions to property, plant and equipment and other assets		(54	)		(55	)
Additions to intangible assets		(117	)		(115	)
Net cash (used in)/provided by investing activities		(363	)		745
Financing Activities
Net borrowings under revolving credit facility		25		—
Proceeds from issuances of debt, net of issuance costs		3,748			1,869
Repayment of debt		(3,748	)		(1,911	)
Increase in other short-term borrowings	—				2
Cash dividends paid to stockholders		(167	)		(115	)
Repurchase of common stock		(48	)	—
Proceeds from exercise of stock options		57			51
Other financing activities		(41	)		(10	)
Net cash used in financing activities		(174	)		(114	)
Effect of exchange-rate changes on cash and cash equivalents		(17	)		(22	)
Net (decrease)/increase in cash and cash equivalents		(254	)		869
Cash and cash equivalents at beginning of period		564			288
Cash and cash equivalents at end of period	$	310		$	1,157
Supplemental Cash Flow Information
Cash paid for income taxes	$	(69	)	$	(66	)
Cash paid for interest, net of amounts capitalized	$	(147	)	$	(154	)

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

- 6 -

Nielsen N.V.

Notes to Condensed Consolidated Financial Statements

1. Background and Basis of Presentation

Background

Nielsen N.V. (formerly Nielsen Holdings N.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.

The Company was formed by several private equity groups through Valcon Acquisition Holding (Luxembourg) S.à r.l. (“Luxco”). As of December 31, 2013, Luxco owned 125,224,724 shares (or approximately 33%) of the Company’s common stock. During the six months ended June 30, 2014, Luxco sold 51,139,058 shares of the Company’s common stock at an average price of $46.58 per share. As of June 30, 2014, Luxco owned 74,085,666 shares (or approximately 20%) of the Company’s common stock.

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 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.

Earnings per Share

Basic net income or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of employee stock options and restricted stock.

The effect of 81,000 and 130,918 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2014 and 2013, respectively, as such shares would have been anti-dilutive.

The effect of 81,000 and 125,496 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2014 and 2013, respectively, as such shares would have been anti-dilutive.

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 losses, net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

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

- 7 -

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 30, 2014, the SICAD I exchange rate was 10.6 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 $20 million during the six months ended June 30, 2014 in foreign currency exchange transaction 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.

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.

- 8 -

The Company incurred acquisition related expenses of $12 million and $13 million for the three and six months ended June 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 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 six months ended June 30, 2014.

Other Acquisitions

For the six months ended June 30, 2014, Nielsen paid cash consideration of $192 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 months ended June 30, 2013, Nielsen paid cash consideration of $19 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,
(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

- 9 -

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 months ended June 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

5. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2014.

(IN MILLIONS)	Buy		Watch			Total
Balance, December 31, 2013	$	3,005	$	4,679		$	7,684
Acquisitions, divestitures and other adjustments		138		(2	)		136
Effect of foreign currency translation		22		(1	)		21
Balance, June 30, 2014	$	3,165	$	4,676		$	7,841

At June 30, 2014, $85 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets

	Gross Amounts				Accumulated Amortization
	June 30,		December 31,		June 30,			December 31,
(IN MILLIONS)	2014		2013		2014			2013
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	—			—
Amortized intangibles:
Trade names and trademarks		164		156		(61	)		(53	)
Customer-related intangibles		2,936		2,882		(971	)		(897	)
Covenants-not-to-compete		36		36		(25	)		(19	)
Computer software		1,784		1,668		(1,049	)		(941	)
Patents and other		102		95		(72	)		(67	)
Total	$	5,022	$	4,837	$	(2,178	)	$	(1,977	)

Amortization expense associated with the above intangible assets was $104 million and $79 million for the three months ended June 30, 2014 and 2013, respectively. These amounts included amortization expense associated with computer software of $57 million and $43 million for the three months ended June 30, 2014 and 2013, respectively.

Amortization expense associated with the above intangible assets was $201 million and $154 million for the six months ended June 30, 2014 and 2013, respectively. These amounts included amortization expense associated with computer software of $108 million and $82 million for the six months ended June 30, 2014 and 2013, respectively.

- 10 -

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.

	Currency			Available-
	Translation			for-Sale					Post Employment
	Adjustments			Securities		Cash Flow Hedges			Benefits			Total
(IN MILLIONS)
Balance December 31, 2013	$	(124	)	$	9	$	(5	)	$	(267	)	$	(387	)
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	$	(91	)	$	13	$	(6	)	$	(265	)	$	(349	)

	Currency			Available-
	Translation			for-Sale					Post Employment
	Adjustments			Securities		Cash Flow Hedges			Benefits			Total
(IN MILLIONS)
Balance December 31, 2012		(23	)	—			(13	)		(297	)		(333	)
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		(156	)		6		(5	)		(277	)		(432	)

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

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

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

- 11 -

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

	Amount Reclassified from
	Accumulated Other
(IN MILLIONS)	Comprehensive Loss
Details about Accumulated					Affected Line Item in the
Other Comprehensive	Six Months Ended		Six Months Ended		Condensed Consolidated
Income components	June 30, 2014		June 30, 2013		Statement of Operations
Cash flow hedges
Interest rate contracts	$	8	$	8	Interest expense
		3		3	Provision for income taxes
	$	5	$	5	Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	6	$	9	(a)
		2		2	Provision for income taxes
	$	4	$	7	Total, net of tax
Total reclassification for the period	$	9	$	12	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:

	Total
(IN MILLIONS)	Initiatives
Balance at December 31, 2013	$	99
Charges		37
Payments		(67	)
Balance at June 30, 2014	$	69

Nielsen recorded $13 million and $8 million in restructuring charges for the three months ended June 30, 2014 and 2013, respectively, primarily relating to severance costs.

Nielsen recorded $37 million and $43 million in restructuring charges for the six months ended June 30, 2014 and 2013, respectively, primarily relating to severance and contract termination costs.

Of the $69 million in remaining liabilities for restructuring actions, $59 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 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.

- 12 -

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 30, 2014 and December 31, 2013:

	June 30,
(IN MILLIONS)	2014		Level 1		Level 2		Level 3
Assets:
Investments in equity securities ⁽¹⁾	$	35	$	35	—		—
Plan assets for deferred compensation ⁽²⁾		26		26	—		—
Investment in mutual funds ⁽³⁾		2		2	—		—
Total	$	63	$	63	$	—	—
Liabilities:
Interest rate swap arrangements ⁽⁴⁾	$	11	—		$	11	—
Deferred compensation liabilities ⁽⁵⁾		26		26	—		—
Total	$	37	$	26	$	11	—

	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

- 13 -

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 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 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 $13 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 30, 2014 and December 31, 2013 were as follows:

June 30, 2014

December 31, 2013

Accounts Payable

Derivatives Designated as Hedging Instruments

and Other Current

Other Non-Current

and Other Current

Other Non-Current

(IN MILLIONS)

Liabilities

Interest rate swaps

- 14 -

Derivatives in Cash Flow Hedging Relationships

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

Amount of Loss

Amount of Loss/(Gain)

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 30,

Portion)

June 30,

(IN MILLIONS)

2014

2013

2014

2013

Interest rate swaps

)

Interest expense

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

Amount of Loss

Amount of Loss/(Gain)

Reclassified from AOCI

Recognized in OCI

Location of Loss

into Income

(Effective Portion)

Reclassified from AOCI

(Effective Portion)

Derivatives in Cash Flow

Six Months Ended

into Income (Effective

Six Months Ended

Hedging Relationships

June 30,

Portion)

June 30,

(IN MILLIONS)

2014

2013

2014

2013

Interest rate swaps

)

Interest expense

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 months ended June 30, 2014.

- 15 -

9. Long-term Debt and Other Financing Arrangements

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

	June 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		1,581				—		—
$500 million Senior secured term loan (LIBOR based variable rate of 2.40% ) due 2017					500		500				—		—
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.15% ) due 2021					1,100		1,106				—		—
€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					—		—
$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)		2.70	%		3,597		3,604		2.89	%		4,016		4,020
$1,080 million 7.75% senior debenture loan due 2018					802		848					1,083		1,172
$800 million 4.50% senior debenture loan due 2020					800		807					800		779
$750 million 5.00% senior debenture loan due 2022					750		757				—		—
$625 million 5.50% senior debenture loan due 2021					625		647					625		636
Total debenture loans (with weighted-average interest rate)		6.05	%		2,977		3,059		6.51	%		2,508		2,587
Other loans					4		4					5		5
Total long-term debt		4.22	%		6,578		6,667		4.28	%		6,529		6,612
Capital lease and other financing obligations					114							111
Total debt and other financing arrangements					6,692							6,640
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					136							148
Non-current portion of long-term debt and capital lease and other financing obligations				$	6,556						$	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
2015		103
2016		119
2017		641
2018		1,014
2019		1,042
Thereafter		3,585
	$	6,578

- 16 -

In April 2014, Nielsen completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par. 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 Event

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.

- 17 -

10. Stockholders’ Equity

Common stock activity is as follows:

	Six Months Ended
	June 30, 2014
Actual number of shares of common stock outstanding
Beginning of period		378,635,464
Shares of common stock issued through compensation plans		2,679,240
Shares of common stock issued through business combinations		21,136
Repurchases of common stock		(1,040,393	)
End of period		380,295,447

Cumulative shares of treasury stock were 873,086 and 409,067 with a corresponding value of $40 million and $13 million as of June 30, 2014 and December 31, 2013, respectively.

On January 31, 2013, the Company’s Board of Directors adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The below table summarizes the dividends declared on Nielsen’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

The dividend policy and the payment of future cash dividends are subject to the discretion of the Company’s Board of Directors.

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

On July 25, 2013, the Company’s board of directors approved a new share repurchase program for up to $500 million of Nielsen’s outstanding common stock. The primary purpose of the program is to mitigate dilution associated with the Company’s equity compensation plans. Repurchases will be made in accordance with applicable securities laws from time to time in the open market depending on Nielsen management’s evaluation of market conditions and other factors. The program will be executed within the limitations of the existing authority granted at Nielsen’s 2014 Annual General Meeting of Shareholders. As of June 30, 2014, the Company has purchased 1,330,232 shares of Nielsen’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:

					Total Number of
					Shares Purchased as		Dollar Value of Shares
	Total Number		Average		Part of Publicly		that may yet be
	of Shares		Price Paid		Announced Plans		Purchased under the
Period	Purchased		per Share		or Programs		Plans or Programs
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

- 18 -

11. Income Taxes

The effective tax rates for the three months ended June 30, 2014 and 2013 were 50% and 29%, respectively. The tax rate for the three months ended June 30, 2014 was higher than the statutory rate as a result of profit mix within various countries and jurisdictions. The tax rate for the three months ended June 30, 2013 was higher than the statutory rate as a result of the accrual for future audit settlements partially offset by the favorable impact of 2012 return to provision adjustments as well as the favorable impact of certain financing activities.

The effective tax rates for the six months ended June 30, 2014 and 2013 were 45% and 32%, respectively. The tax rate for the six months ended June 30, 2014 was higher than the statutory rate as a result profit mix within various countries and jurisdictions. The tax rate for the six months ended June 30, 2013 was higher than the statutory rate as a result of the tax impact of the Venezuela currency revaluation and accrual for future audit settlements partially offset by the favorable 2012 return to provision adjustments as well as the favorable impact of certain financing activities and release of tax contingencies.

The estimated liabilities for unrecognized income tax benefits as of December 31, 2014 is $489 million and was $475 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.

12. 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.

13. 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.

- 19 -

Business Segment Information

(IN MILLIONS)	Buy		Watch		Corporate			Total
Three Months Ended June 30, 2014
Revenues	$	900	$	694	—			$	1,594
Depreciation and amortization	$	57	$	87	$	1		$	145
Restructuring charges	$	4	$	7	$	2		$	13
Stock-based compensation expense	$	3	$	2	$	7		$	12
Other items ⁽¹⁾	$	—	$	2	$	11		$	13
Operating income/(loss)	$	103	$	203	$	(29	)	$	277
Business segment income/(loss) ⁽²⁾	$	167	$	301	$	(8	)	$	460
Total assets as of June 30, 2014	$	7,033	$	8,251	$	272		$	15,556

(IN MILLIONS)
Three Months Ended June 30, 2013
Revenues	$	844	$	542	—			$	1,386
Depreciation and amortization	$	52	$	72	$	2		$	126
Restructuring charges	$	6	$	4	$	(2	)	$	8
Stock-based compensation expense	$	4	$	2	$	5		$	11
Other items ⁽¹⁾	$	—	—		$	13		$	13
Operating income/(loss)	$	105	$	159	$	(26	)	$	238
Business segment income/(loss) ⁽²⁾	$	167	$	237	$	(8	)	$	396
Total assets as of December 31, 2013	$	6,768	$	8,326	$	436		$	15,530

(IN MILLIONS)	Buy		Watch		Corporate			Total
Six Months Ended June 30, 2014
Revenues	$	1,737	$	1,346	—			$	3,083
Depreciation and amortization	$	111	$	173	$	2		$	286
Restructuring charges	$	22	$	10	$	5		$	37
Stock-based compensation expense	$	9	$	6	$	9		$	24
Other items ⁽¹⁾	$	—	$	3	$	16		$	19
Operating income/(loss)	$	143	$	376	$	(49	)	$	470
Business segment income/(loss) ⁽²⁾	$	285	$	568	$	(17	)	$	836

(IN MILLIONS)
Six Months Ended June 30, 2013
Revenues	$	1,655	$	1,050	—			$	2,705
Depreciation and amortization	$	100	$	143	$	4		$	247
Restructuring charges	$	17	$	12	$	14		$	43
Stock-based compensation expense	$	7	$	4	$	10		$	21
Other items ⁽¹⁾	$	5	—		$	15		$	20
Operating income/(loss)	$	161	$	278	$	(59	)	$	380
Business segment income/(loss) ⁽²⁾	$	290	$	437	$	(16	)	$	711

(1)

Other items primarily consist of transaction-related costs for the three months ended June 30, 2014 and 2013. Other items primarily consist of transaction-related costs for the six months ended June 30, 2014. Other items for the six months ended June 30, 2013, primarily consist of transaction-related costs of approximately $16 million and a $4 million write down of uninsured deposits in Cyprus.

(2)	The Company’s chief operating decision making group uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments.

- 20 -

I tem 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 Nielsen N.V. (formerly Nielsen Holdings N.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, operating income and Adjusted EBITDA (defined below). 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 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.

- 21 -

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 markets. Developed markets primarily include the United States, Canada, Western Europe, Japan and Australia while developing 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 $12 million and $13 million for the three and six months ended June 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 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:

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

- 22 -

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 months ended June 30, 2014.

Other Acquisitions

For the six months ended June 30, 2014, we paid cash consideration of $192 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 months ended June 30, 2013, we paid cash consideration of $19 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,
(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 months ended June 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 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

- 23 -

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 Ended June 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 $1.37 to €1.00 and $1.31 to €1.00 for the six months ended June 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 losses, net in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

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. As 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 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 June 30, 2014, the SICAD l exchange rate was 10.6 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 $20 million during the six months ended June 30, 2014 in foreign currency exchange transaction 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.

- 24 -

Results of Operations – Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013

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

	Three Months Ended June 30,
(IN MILLIONS)	2014			2013
Revenues	$	1,594		$	1,386
Cost of revenues, exclusive of depreciation and amortization shown separately below		677			580
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		482			434
Depreciation and amortization		145			126
Restructuring charges		13			8
Operating income		277			238
Interest income		1			—
Interest expense		(78	)		(73	)
Foreign currency exchange transaction losses, net		(6	)		(4	)
Other expense, net		(45	)		—
Income from continuing operations before income taxes and equity in net income of affiliates		149			161
Provision for income taxes		(74	)		(46	)
Equity in net income of affiliates		1			4
Income from continuing operations		76			119
Income from discontinued operations, net of tax		—			307
Net income	$	76		$	426

Net Income to Adjusted EBITDA Reconciliation

We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, goodwill and intangible asset impairment charges, stock-based compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items specifically described below.

Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.

Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

- 25 -

The below table presents a reconciliation from net income to Adjusted EBITDA for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(IN MILLIONS)	2014			2013
Net income	$	76		$	426
Income from discontinued operations, net of tax		—			(307	)
Interest expense, net		77			73
Provision for income taxes		74			46
Depreciation and amortization		145			126
EBITDA		372			364
Equity in net income of affiliates		(1	)		(4	)
Other non-operating expense, net		51			4
Restructuring charges		13			8
Stock-based compensation expense		12			11
Other items ^(a)		13			13
Adjusted EBITDA	$	460		$	396

(a)	Other items primarily consist of transaction-related costs for the three months ended June 30, 2014 and 2013.

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

Revenues

Revenues increased 15.0% to $1,594 million for the three months ended June 30, 2014 from $1,386 million for the three months ended June 30, 2013, or an increase of 15.9% on a constant currency basis, excluding a 0.9% unfavorable impact of changes in foreign currency exchange rates. Excluding the impact of the Arbitron and Harris Interactive acquisitions, revenues increased 4.4% (5.2% on a constant currency basis). Revenues within our Buy segment increased 6.6% (7.9% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, Buy segment revenues increased 3.6% (4.8% on a constant currency basis). Revenues within our Watch segment increased 28.0% (28.3% on a constant currency basis). Excluding the impact of the Arbitron acquisition, Watch segment revenues increased 5.7% (5.9% on a constant currency basis).

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 16.7% to $677 million for the three months ended June 30, 2014 from $580 million for the three months ended June 30, 2013, or an increase of 17.1% on a constant currency basis, excluding a 0.4% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 11.1% (11.7% 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 25.4% (25.4% on a constant currency basis) due primarily to the impact of the Arbitron acquisition in September 2013.

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

Selling, general and administrative expenses increased 11.1% to $482 million for the three months ended June 30, 2014 from $434 million for the three months ended June 30, 2013, or an increase of 11.8% on a constant currency basis, excluding a 0.7% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 4.5% (5.5% 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 36.3% (36.3% 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 $3 million due primarily to higher transaction-related costs in 2013.

Depreciation and Amortization

Depreciation and amortization expense was $145 million for the three months ended June 30, 2014 as compared to $126 million for the three months ended June 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.

- 26 -

Restructuring Charges

We recorded $13 million and $8 million in restructuring charges relating to employee severance associated with productivity initiatives for the three months ended June 30, 2014 and 2013, respectively.

Operating Income

Operating income for the three months ended June 30, 2014 was $277 million as compared to $238 million for the three months ended June 30, 2013. Operating income within our Buy segment was $103 million for the three months ended June 30, 2014 as compared to $105 million for the three months ended June 30, 2013. Operating income within our Watch segment was $203 million for the three months ended June 30, 2014 as compared to $159 million for the three months ended June 30, 2013. Corporate operating expenses were $29 million for the three months ended June 30, 2014 as compared to $26 million for the three months ended June 30, 2013.

Interest Expense

Interest expense was $78 million for the three months ended June 30, 2014 as compared to $73 million for the three months ended June 30, 2013. This increase is primarily due to the interest expense allocated to our discontinued operations in the three 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 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 three months ended June 30, 2014 as compared to $1.31 to €1.00 for the three months ended June 30, 2013.

We incurred losses of $6 million and $4 million for the three months ended June 30, 2014 and 2013 respectively, resulting primarily from the fluctuations in certain foreign currencies associated with intercompany transactions.

Other Expense, Net

Other expense, net of $45 million for the three months ended June 30, 2014 is primarily related to the “make-whole” premium associated with the partial redemption of the 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.

Income Taxes

The estimated liabilities for unrecognized tax benefits as of December 31, 2014 is $489 million and was $475 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.

Adjusted EBITDA

Adjusted EBITDA increased 16.2% to $460 million for the three months ended June 30, 2014 from $396 million for the three months ended June 30, 2013, or 17.9% on a constant currency basis, excluding a 1.7% unfavorable impact of changes in foreign currency exchange rates. See “Results of Operations – Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013” for the reconciliation of net income to Adjusted EBITDA.

- 27 -

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

Revenues

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

(IN MILLIONS)	Three Months Ended June 30, 2014 Reported		Three Months Ended June 30, 2013 Reported		% Variance 2014 vs. 2013 Reported			Three Months Ended June 30, 2013 Constant Currency		% Variance 2014 vs. 2013 Constant Currency
Revenues by segment
Buy ^(a ⁾	$	900	$	844		6.6	%	$	834		7.9	%
Watch ^(b ⁾		694		542		28.0	%		541		28.3	%
Total ^(c ⁾	$	1,594	$	1,386		15.0	%	$	1,375		15.9	%

(a)	The Buy segment includes the results of Harris Interactive for the three months ended June 30, 2014. Excluding the impact from the Harris Interactive acquisition, total Buy revenue was $874 million, an increase of 3.6% (4.8% on a constant currency basis).

(b)	The Watch segment includes Arbitron results for the three months ended June 30, 2014. Excluding the impact from the Arbitron acquisition, total Watch revenue was $573 million, an increase of 5.7% (5.9% on a constant currency basis).

(c)	Total Nielsen revenue includes the results of both Arbitron and Harris Interactive for the three months ended June 30, 2014. Excluding the impact from the two acquisitions, total Nielsen revenue was $1,447 million, an increase of 4.4% (5.2% on a constant currency basis).

Buy Segment Revenues

Revenues increased 6.6% to $900 million for the three months ended June 30, 2014 from $844 million for the three months ended June 30, 2013 (7.9% on a constant currency basis). Excluding the impact of the Harris Interactive acquisition, revenues increased 3.6% (4.8% on a constant currency basis). Revenues from developing markets increased 2.8% (9.2% on a constant currency basis) and revenues from developed markets increased 8.7% (7.3% on a constant currency basis). Excluding the impact from the Harris Interactive acquisition, revenues from developed markets increased 4.0% (2.7% on a constant currency basis).

Revenues from Information services increased 3.7% to $676 million for the three months ended June 30, 2014 from $652 million for the three months ended June 30, 2013 (5.0% 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 markets.

Revenues from Insights services increased 16.7% to $224 million for the three months ended June 30, 2014 from $192 million for the three months ended June 30, 2013 (17.9% on a constant currency basis). Excluding the impact of the Harris acquisition, revenues from Insights services increased 3.1% (4.2% on a constant currency basis), driven by strength in developing markets.

Watch Segment Revenues

Revenues increased 28.0% to $694 million for the three months ended June 30, 2014 from $542 million for the three months ended June 30, 2013 (28.3% on a constant currency basis). Excluding the impact of the Arbitron acquisition, revenues increased 5.7% (5.9% on a constant currency basis). Audience measurement revenue, excluding Arbitron, grew 6.5% (6.5% on a constant currency basis). The increase in Watch revenues was driven by the continued strength of audience measurement, which includes the momentum of our digital offerings and double-digit growth in our Advertiser Solutions business.

- 28 -

Business Segment Profitability

We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended June 30, 2014 and 2013, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, stock-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income/(loss), operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

THREE MONTHS ENDED JUNE 30, 2014 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	103		$	4	$	57	$	3	$	—	$	167
Watch		203			7		87		2		2		301
Corporate and Eliminations		(29	)		2		1		7		11		(8	)
Total Nielsen	$	277		$	13	$	145	$	12	$	13	$	460

THREE MONTHS ENDED JUNE 30, 2013 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges			Depreciation and Amortization		Stock-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	105		$	6		$	52	$	4	$	—	$	167
Watch		159			4			72		2		—		237
Corporate and Eliminations		(26	)		(2	)		2		5		13		(8	)
Total Nielsen	$	238		$	8		$	126	$	11	$	13	$	396

(1)	Other items primarily consist of transaction-related costs for the three months ended June 30, 2014 and 2013.

(IN MILLIONS)	Three Months Ended June 30, 2014 Reported			Three Months Ended June 30, 2013 Reported			% Variance 2014 vs. 2013 Reported			Three Months Ended June 30, 2013 Constant Currency			% Variance 2014 vs. 2013 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Buy	$	167		$	167			0.0	%	$	162			3.1	%
Watch		301			237			27.0	%		236			27.5	%
Corporate and Eliminations		(8	)		(8	)		NM			(8	)		NM
Total Nielsen	$	460		$	396			16.2	%	$	390			17.9	%

Buy Segment Profitability

Operating income was $103 million for the three months ended June 30, 2014 as compared to $105 million for the three months ended June 30, 2013, as the revenue performance mentioned above was more than offset by an increased investment in our global expansion of our services as well as higher depreciation and amortization expense in 2014. Non-GAAP business segment income increased 3.1% on a constant currency basis.

Watch Segment Profitability

Operating income was $203 million for the three months ended June 30, 2014 as compared to $159 million for the three months ended June 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. Non-GAAP business segment income increased 27.5% on a constant currency basis.

- 29 -

Corporate Expenses and Eliminations

Operating expenses were $29 million for the three months ended June 30, 2014 as compared to $26 million for the three months ended June 30, 2013 due primarily to higher restructuring charges for the three months ended June 30, 2014.

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

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

	Six Months Ended June 30,
(IN MILLIONS)	2014			2013
Revenues	$	3,083		$	2,705
Cost of revenues, exclusive of depreciation and amortization shown separately below		1,319			1,159
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		971			876
Depreciation and amortization		286			247
Restructuring charges		37			43
Operating income		470			380
Interest income		2			1
Interest expense		(155	)		(151	)
Foreign currency exchange transaction losses, net		(33	)		(16	)
Other expense, net		(48	)		(12	)
Income from continuing operations before income taxes and equity in net income of affiliates		236			202
Provision for income taxes		(107	)		(64	)
Equity in net income of affiliates		2			3
Income from continuing operations		131			141
Income from discontinued operations, net of tax		—			319
Net income	$	131		$	460

Net Income to Adjusted EBITDA Reconciliation

The below table presents a reconciliation from net income to Adjusted EBITDA for the six months ended June 30, 2014 and 2013:

	Six Months Ended June 30,
(IN MILLIONS)	2014			2013
Net income	$	131		$	460
Income from discontinued operations, net of tax		—			(319	)
Interest expense, net		153			150
Provision for income taxes		107			64
Depreciation and amortization		286			247
EBITDA		677			602
Equity in net income of affiliates		(2	)		(3	)
Other non-operating expense, net		81			28
Restructuring charges		37			43
Stock-based compensation expense		24			21
Other items ^(a)		19			20
Adjusted EBITDA	$	836		$	711

(a)	Other items primarily consist of transaction-related costs for the six months ended June 30, 2014. Other items primarily consist of transaction-related costs of $16 million and a $4 million write-down of uninsured deposits in Cyprus banks for the six months ended June 30, 2013.

- 30 -

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).

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 13.8% to $1,319 million for the six months ended June 30, 2014 from $1,159 million for the six months ended June 30, 2013, or an increase of 14.8% on a constant currency basis, excluding a 1.0% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 9.5% (10.8% 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 20.7% (21.0% 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 10.8% to $971 million for the six months ended June 30, 2014 from $876 million for the six months ended June 30, 2013, or an increase of 12.3% on a constant currency basis, excluding a 1.5% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 2.5% (4.2% 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 39.9% (40.6% 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 $2 million primarily due to higher transaction-related costs in 2013.

Depreciation and Amortization

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

For the six 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 $101 million and $74 million, respectively.

Restructuring Charges

We recorded $37 million in restructuring charges relating to employee severance associated with productivity initiatives for the six months ended June 30, 2014.

We recorded $43 million in restructuring charges relating to employee severance associated with productivity initiatives and contract termination costs for the six months ended June 30, 2013.

Operating Income

Operating income for the six months ended June 30, 2014 was $470 million as compared to $380 million for the six months ended June 30, 2013. Operating income within our Buy segment was $143 million for the six months ended June 30, 2014 as compared to $161 million for the six months ended June 30, 2013. Operating income within our Watch segment was $376 million for the six months ended June 30, 2014 as compared to $278 million for the six months ended June 30, 2013. Corporate operating expenses were $49 million for the six months ended June 30, 2014 as compared to $59 million for the six months ended June 30, 2013.

Interest Expense

Interest expense was $155 million for the six months ended June 30, 2014 as compared to $151 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

- 31 -

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.

We incurred 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.

Other Expense, Net

Other expense, net of $48 million for the six months ended June 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 months ended June 30, 2013 primarily relates to the write-off of deferred financing costs and other costs associated with the amendment to our Senior Secured Credit Agreement.

Income Taxes

The effective tax rates for the six months ended June 30, 2014 and 2013 were 45% and 32%, respectively. The tax rate for the six months ended June 30, 2014 was higher than the statutory rate as a result of profit mix within various countries and jurisdictions. The tax rate for the six months ended June 30, 2013 was higher than the statutory rate as a result of the tax impact of the Venezuela currency revaluation and accrual for future audit settlements partially offset by the favorable impact of 2012 return to provision adjustments as well as the favorable impact of certain financing activities and release of tax contingencies .

Adjusted EBITDA

Adjusted EBITDA increased 17.6% to $836 million for the six months ended June 30, 2014 from $711 million for the six months ended June 30, 2013, or 20.1% on a constant currency basis, excluding a 2.5% unfavorable impact of changes in foreign currency exchange rates. See “Results of Operations – Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013” for the reconciliation of net income to Adjusted EBITDA.

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

Revenues

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

(IN MILLIONS)	Six Months Ended June 30, 2014 Reported		Six Months Ended June 30, 2013 Reported		% Variance 2014 vs. 2013 Reported			Six Months Ended June 30, 2013 Constant Currency		% Variance 2014 vs. 2013 Constant Currency
Revenues by segment
Buy ^(a ⁾	$	1,737	$	1,655		5.0	%	$	1,624		7.0	%
Watch ^(b ⁾		1,346		1,050		28.2	%		1,045		28.8	%
Total ^(c ⁾	$	3,083	$	2,705		14.0	%	$	2,669		15.5	%

- 32 -

(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 well as the addition of new clients in developed markets.

Revenues from Insights services increased 14.1% to $405 million for the six months ended June 30, 2014 from $355 million for the six months ended June 30, 2013 (16.0% on a constant currency basis). Excluding the impact of the Harris acquisition, revenues from Insights services increased 2.3% (4.0% on a constant currency basis), driven largely by strength in developing markets.

Watch Segment Revenues

Revenues increased 28.2% to $1,346 million for the six months ended June 30, 2014 from $1,050 million for the six months ended June 30, 2013 (28.8% on a constant currency basis). Excluding the impact of the Arbitron acquisition, revenues increased 5.5% (6.0% on a constant currency basis). Audience measurement revenue, excluding Arbitron, grew 5.8% (6.3% on a constant currency basis). The increase in Watch revenues was driven by the continued strength of audience measurement, which includes the momentum of our digital offerings and double-digit growth in our Advertiser Solutions business.

Business Segment Profitability

SIX MONTHS ENDED JUNE 30, 2014 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	143		$	22	$	111	$	9	$	—	$	285
Watch		376			10		173		6		3		568
Corporate and Eliminations		(49	)		5		2		9		16		(17	)
Total Nielsen	$	470		$	37	$	286	$	24	$	19	$	836

SIX MONTHS ENDED JUNE 30, 2013 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	161		$	17	$	100	$	7	$	5	$	290
Watch		278			12		143		4		—		437
Corporate and Eliminations		(59	)		14		4		10		15		(16	)
Total Nielsen	$	380		$	43	$	247	$	21	$	20	$	711

(1)	Other items primarily consist of transaction-related costs for the six months ended June 30, 2014. Other items for the six months ended June 30, 2013, primarily consists of transaction-related costs of $16 million and a $4 million write-down of uninsured deposits in Cyprus banks.

- 33 -

(IN MILLIONS)	Six Months Ended June 30, 2014 Reported			Six Months Ended June 30, 2013 Reported			% Variance 2014 vs. 2013 Reported			Six Months Ended June 30, 2013 Constant Currency			% Variance 2014 vs. 2013 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Buy	$	285		$	290			(1.7)	%	$	278			2.5	%
Watch		568			437			30.0	%		434			30.9	%
Corporate and Eliminations		(17	)		(16	)		NM			(16	)		NM
Total Nielsen	$	836		$	711			17.6	%	$	696			20.1	%

Buy Segment Profitability

Operating income was $143 million for the six months ended June 30, 2014 as compared to $161 million for the six months ended June 30, 2013 as the revenue performance mentioned above was more than offset by higher restructuring charges, depreciation and amortization expense and stock-based compensation expense. Non-GAAP business segment income increased 2.5% on a constant currency basis.

Watch Segment Profitability

Operating income was $376 million for the six months ended June 30, 2014 as compared to $278 million for the six months ended June 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. Non-GAAP business segment income increased 30.9% on a constant currency basis.

Corporate Expenses and Eliminations

Operating expenses were $49 million for the six months ended June 30, 2014 as compared to $59 million for the six months ended June 30, 2013 due primarily to higher restructuring charges for the six months ended June 30, 2013.

Liquidity and Capital Resources

Overview

We have consistently generated strong cash flows from operations, providing a source of funds of $300 million during the six months ended June 30, 2014 as compared to $260 million for the six months ended June 30, 2013, an increase of $40 million or 15.4%. 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 months ended June 30, 2014 and 2013:

(IN MILLIONS)	Six Months Ended June 30, 2014		Six Months Ended June 30, 2013
Net cash from operating activities	$	300	$	260
Cash and cash equivalents	$	310	$	1,157
Availability under Revolving credit facility	$	547	$	622

Of the $310 million in cash and cash equivalents, approximately $297 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.

- 34 -

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.

	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Weighted average interest rate		4.22	%		4.52	%
Cash paid for interest, net of amounts capitalized (in millions)	$	147		$	154

In April 2014, we completed the issuance of $750 million in aggregate principal amount of 5.0% 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, 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.

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.

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.

Financial Debt Covenants Attributable to TNC B.V.

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 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 June 30, 2014, we were in full compliance with the financial covenant described above.

- 35 -

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 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 30, 2014, we had $547 million available for borrowing under the revolving credit facility.

Dividends and Share Repurchase Program

We remain 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 we have 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 our shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on our 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 stockholders of record at the close of business on August 28, 2014.

On July 25, 2013, our Board approved a share repurchase program for up to $500 million of our outstanding common stock. The primary purpose of the program is to mitigate dilution associated with our 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 the existing authority granted at our 2014 Annual General Meeting of Shareholders. As of June 30, 2014, we have purchased 1,330,232 shares of our 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:

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

- 36 -

Secondary Offerings

In March 2014, a secondary public offering totaling 30,000,000 shares of our common stock was completed on behalf of the selling stockholders, comprised of the Sponsor group, at a price of $46.25 per share. In June 2014, a secondary public offering totaling 20,000,000 shares of our common stock was completed on behalf of the selling stockholders, comprised of the Sponsor group, at a price of $47.08 per share. All proceeds were received by the selling stockholders and the offerings did not have a significant impact on our operating results or financial position.

Cash Flows

Operating activities. Net cash provided by operating activities was $300 million for the six months ended June 30, 2014, as compared to $260 million for the six months ended June 30, 2013. This increase was driven by the overall financial performance described above and reductions in interest paid. Our key collections performance measure, days billing outstanding (DBO), decreased by 1 day as compared to the same period last year.

Investing activities. Net cash used in investing activities was $363 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.

Financing activities . Net cash used in financing activities was $174 million for the six months ended June 30, 2014 as compared to $114 million for the six months ended June 30, 2013. The increase in cash used in financing activities is primarily due to the higher dividend payments and share repurchasing, as described in the “Dividends and Share Repurchase Program” section above, during the six months ended June 30, 2014 as compared to the same period of 2013.

Capital Expenditures

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

- 37 -

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.

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.

I tem 3.

Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Exchange Risk

We operate globally and predominantly generate revenue and expenses in local currencies. Approximately 45% of our revenues and 47% of our operating costs were generated in currencies other than the U.S. Dollar for the six months ended June 30, 2014. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure. Typically, a one cent change in the U.S. Dollar/Euro exchange rate, holding all other currencies constant, will impact revenues by approximately $7 million annually, with an immaterial impact on our profitability.

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating “natural hedges” in our financing or by using derivative financial instruments aimed at offsetting certain exposures in the statement of earnings or the balance sheet. We do not use derivative financial instruments for trading or speculative purposes.

The table below details the percentage of revenues and expenses by currency for the six months ended June 30, 2014:

	U.S. Dollar		Euro		Other Currencies
Revenues	55	%	11	%	34	%
Operating costs	53	%	11	%	36	%

We have 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.

- 38 -

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 losses, net in the consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.

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. As 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 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 June 30, 2014, the SICAD l exchange rate we used was 10.6 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 $20 million during the six months ended June 30, 2014 in foreign currency exchange transaction 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.

Interest Rate Risk

We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy. At June 30, 2014, we had $3,597 million in carrying value of floating-rate debt under our senior secured credit facilities of which $2,871 million was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $7 million ($36 million without giving effect to any of our interest rate swaps).

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

Equity Price Risk

We are not exposed to material equity risk.

I tem 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 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.

- 39 -

PART II. OTHER INFORMATION

I tem 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.

I tem 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.

I tem 2.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of our common stock for the six months ended June 30, 2014.

On July 25, 2013, our Board approved a share repurchase program for up to $500 million of our outstanding common stock. The primary purpose of the program is to mitigate dilution associated with our 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 the existing authority granted at our 2014 Annual General Meeting of Shareholders. As of June 30, 2014, we have purchased 1,330,232 shares of our common stock at an average price of $44.63 per share (total consideration of approximately $59 million) under this program. The activity during the three months ended June 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
April 1-30		269,972	$	47.47		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		689,063	$	47.38		689,063

I tem 3.

Defaults Upon Senior Securities

Not applicable.

I tem 4.

Mine Safety Disclosures

Not applicable.

Ite m 5.

Other Information

None.

I tem 6.

Exhibits

The exhibit index attached hereto is incorporated herein by reference.

- 40 -

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.

		Nielsen N.V. (Registrant)

Date: July 29, 2014		/s/ Jeffrey R. Charlton
		Jeffrey R. Charlton Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer

- 41 -

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.

Exhibit Number		Description of Exhibits

3.1*		Nielsen N.V. Amended Articles of Association (unofficial English translation)

4.1		Indenture, dated as of April 11, 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 11, 2014 (File No. 001-35042))

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 10-Q 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 10-Q 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 ((incorporated herein by reference to the Form DEF14A filed 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 Nielsen N.V.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2014 and 2013, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2014 and 2013, (iii) Condensed Consolidated Balance Sheets at June 30, 2014 (Unaudited) and December 31, 2013, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2014 and 2013, and (v) the Notes to Condensed Consolidated Financial Statements.

*	Filed or furnished herewith

- 42 -

Exhibit 3.1

CHAPTER I DEFINITIONS.

1.	DEFINITIONS.

1.1	In these articles of association the following expressions shall have the following meanings:

1.1.1

an “ Accountant ”: a register-accountant or other accountant referred to in 2:393 DCC, or an organisation within which such accountants cooperate.

1.1.2

the “ Annual Accounts ”: the balance sheet and the profit and loss account including the explanatory notes as required under 2:361 et seq. DCC prepared in accordance with IFRS (International Financial Reporting Standards);

1.1.3

the “ board ”: the board of directors of the Company ( bestuur );

1.1.4

the “ Company ”: the company governed by these articles of association;

1.1.5

the “ DCC ”: the Dutch Civil Code;

1.1.6

the “ Distributable Part of the Shareholders’ Equity ”: the part of the shareholders’ equity exceeding the issued and paid up share capital plus the reserves which must be maintained by law and these articles of association;

1.1.7

an “ e-mail ”: a legible and reproducible message sent by electronic means of communication;

1.1.8

“ group ” and “ group company ”: the meaning given to those terms in 2:24b DCC;

1.1.9

“ preference shares A ”: redeemable cumulative preference shares PA of whatever individual series as referred to in article 4;

1.1.10

“ preference shares B ”: redeemable cumulative preference shares PB of whatever individual series as referred to in article 4;

1.1.11

“ preference shares ”: preference shares A and preference shares B together;

1.1.12

“ subsidiary ”: the meaning given to this term in 2:24a DCC;

1.2	In addition, unless the context requires otherwise, the expression “ written ” or “ in writing ” shall include messages sent by e-mail.

CHAPTER II NAME. SEAT. OBJECTS.

2.	NAME. SEAT.

2.1	The name of the Company is: Nielsen N.V.

2.2	The seat ( statutaire zetel ) of the Company is in Amsterdam, The Netherlands.

OBJECTS.

The objects of the Company are:

(a)	to incorporate, to participate in any manner whatsoever, to manage, to supervise, to cooperate with, to acquire, to maintain, to dispose of, to transfer or to administer in any other manner whatsoever all sorts of participations and interests in businesses, companies and enterprises of any nature;

(b)	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities in the widest sense of the word;

(c)	to grant guarantees and to grant security interests over the assets of the Company for the benefit of companies and enterprises of any nature with which the Company forms a group;

(d)	to acquire, to develop, to trade in, to encumber and to dispose of and to transfer patents, trademarks, licenses, know-how, copyright, databases, industrial and intellectual property-rights or other intangible assets of any kind and any right to or interest therein;

(e)	to acquire, to administer, to operate, to encumber, to dispose of and to transfer moveable assets, real property and other tangible assets of any kind and any right to or interest therein;

- 1 -

(f)	to advise and to render services to businesses, companies and enterprises of any nature;

(g)	to carry out all sorts of industrial, financial and commercial activities, including developing, manufacturing, the import, export, purchase, sale, distribution and marketing of goods and services,

and all matters associated with the foregoing, related or conducive thereto, with the objects to be given their most expansive interpretation.

CHAPTER III CAPITAL AND SHARES.

4.	AUTHORISED CAPITAL.

4.1

The authorised capital amounts to ninety-one million euro (EUR 91,000,000.00) consisting of one billion one hundred eighty-five million eight hundred thousand (1,185,800,000) ordinary shares of seven eurocent (EUR 0.07) each, fifty-seven million one hundred thousand (57,100,000) redeemable cumulative preference shares PA of seven eurocent (EUR 0.07) each and fifty-seven million one hundred thousand (57,100,000) redeemable cumulative preference shares PB of seven eurocent (EUR 0.07) each. Redeemable cumulative preference shares may be issued in individual series and each series shall constitute a separate class of shares.

4.2	Where in these articles of association reference is made to shares and shareholders this shall include the shares of each class as well as the holders of shares of each class

CHAPTER IV ISSUE OF SHARES AND RIGHTS FOR SHARES. ACQUISITION OF OWN SHARES. CAPITAL REDUCTION.

5.	ISSUE OF SHARES AND RIGHTS FOR SHARES.

5.1	Shares may be issued pursuant to a resolution of the board.

5.2

The irrevocable delegation in article 5.1 to the board of the exclusive power to issue shares shall be valid for a period of five (5) years starting on the date these articles of association enter into force and ending on the fifth anniversary of that date (unless this period is extended in accordance with article 5.3) and shall include the irrevocable and exclusive authority to issue all shares forming part of the authorised capital from time to time and which are not yet issued at the date of the relevant board resolution.

5.3

The irrevocable delegation in article 5.1 of the board as being the body that has the exclusive power to issue shares may, by these articles of association or by a resolution of the general meeting of shareholders, be extended at any time for a period not exceeding five (5) years. If the delegation is extended, the number of shares which may be issued shall be determined at the same time. Unless otherwise specified in the delegation such authority may not be withdrawn.

5.4

If the delegation to the board of the exclusive power to issue shares lapses, the general meeting of shareholders shall be competent to issue shares unless the board is delegated for this purpose by a resolution of the general meeting of shareholders. Any resolution of the general meeting of shareholders to issue shares or to authorise the board for this purpose will only be taken on the proposal of the board.

5.5	Within eight (8) days after each resolution of the general meeting of shareholders to issue shares or to delegate the exclusive power to issue shares to the board, the Company shall deposit the full wording of the resolution at the office of the Dutch commercial register.

5.6	Within eight (8) days of the end of each calendar quarter the Company shall notify the Dutch commercial register of the number and class of shares issued in the previous calendar quarter.

5.7	As long as the board is authorised to issue shares, it shall have the exclusive power to issue shares and the general meeting of shareholders cannot issue shares.

5.8	The provisions in articles 5.1 through 5.7 apply equally to the granting of rights to subscribe for shares but not to the issue of shares to a party exercising a previously acquired right to subscribe for shares.

5.9	The board is competent to enter into the following legal acts, without prior approval of the general meeting of shareholders:

(a)	pertaining to the subscription for shares whereby special obligations are imposed upon the Company;

- 2 -

Exhibit 3.1

(b)	pertaining to the acquisition of shares on terms other than that on which a participation in the Company is offered to the public;

(c)	purporting to confer an advantage on an incorporator of the Company or on a third person involved with the incorporation of the Company; and

(d)	pertaining to a non-cash contribution on shares.

5.10	The Company shall not cooperate with the issuance of depositary receipts for shares, unless the board specifically resolves otherwise on a case by case basis.

6.	CONDITIONS OF ISSUE OF SHARES AND RIGHTS FOR SHARES. PRE-EMPTIVE RIGHTS.

6.1	In the resolution to issue shares, the price and further conditions of the issue shall be determined. The issue price per share may not be lower than the nominal value of that share.

6.2

If ordinary shares are to be issued, every holder of ordinary shares holds a pre-emptive right to acquire a proportion of such ordinary shares equal to the aggregate nominal value of its ordinary shares in proportion to the aggregate nominal value of all issued and outstanding ordinary shares immediately prior to such issue. However, a holder of shares will not have a pre-emptive right to:

(a)	shares which are issued against contribution other than in cash; or

(b)	shares which are issued to employees of the Company or to employees of a member of the group to which the Company belongs.

6.3	If preference shares are to be issued, none of the holders of shares will have a pre-emptive right in respect of such preference shares.

6.4

The pre-emptive right described in article 6.2, may be restricted or excluded by a resolution of the board, provided that the board may only exercise this authority if it has, at that time, been delegated the authority to issue shares. The provisions of articles 5.2 through 5.4 apply equally to the delegation to the board of the authority to restrict or exclude such pre-emptive right. If the general meeting of shareholders has not delegated the authority to restrict or exclude such pre-emptive right to the board, such pre-emptive right may be restricted or excluded by a resolution of the general meeting of shareholders upon a proposal by the board. A resolution of the general meeting of shareholders to restrict or exclude the pre-emptive right described in article 6.2 or to delegate the power to do so to the board requires a majority of at least two/thirds (2/3) of the votes cast if less than one half (1/2) of the issued capital is present or represented at that general meeting of shareholders. Within eight (8) days after such resolution, the full wording of the resolution shall be deposited at the office of the Dutch commercial register.

6.5	Articles 6.2 through 6.4 apply equally to the granting of rights to subscribe for shares. Shareholders do not have a pre-emptive right to shares which are issued to a party who exercises an already previously acquired right to subscribe for shares.

7.	PAYMENTS FOR SHARES. SHARE PREMIUM RESERVE. SHARE PROFIT RESERVE.

7.1	Upon subscription for a share, the full nominal value of such share must be paid to the Company and, in addition, if the share is subscribed for at a price higher than the nominal value, an amount equal to the difference between the nominal value and the subscription price.

7.2

The Company shall maintain, in addition to other reserves, a separate share premium reserve and separate share profit reserve for each class of shares for the exclusive benefit of the holders of the relevant shares. If upon the issue of shares more than the nominal value is paid by the relevant shareholder, in cash or in kind, the excess shall be recorded in the share premium reserve for the relevant class of shares.

7.3	Payment for shares must be made in cash unless another form of payment or contribution has been agreed. Payment in currency other than euro may only be made with the board’s permission.

8.	ACQUISITION BY THE COMPANY OF ITS OWN SHARES.

8.1	The acquisition by the Company of shares in its own capital which are not fully paid up will be null and void.

- 3 -

Exhibit 3.1

8.2

The Company may only acquire fully paid up shares in its own capital if (i) the acquisition is made for nil consideration or (ii) the Company’s equity less the acquisition price is not less than the sum of the paid and called up part of the Company’s capital and the reserves which the Company must maintain by law and these articles of association. Without prejudice to the provisions in the preceding sentence, if the shares have been admitted to a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ) or a system comparable to a regulated market or multilateral trading facility in a state which is not a member state of the European Union, the nominal value of the shares in its capital which the Company acquires, holds or holds as a pledgee or which are held by a subsidiary of the Company, may not exceed one half (1/2) of its issued capital.

8.3

For the purposes of article 8.2 (ii), the Company’s equity shall be that specified in the last adopted balance sheet of the Company, less the acquisition price for shares in the capital of the Company acquired since that date, less the amount of loans granted by the Company or its subsidiaries for the purpose of the subscription or acquisition by third parties of shares in the capital of the Company and less any distributions to others from profits or reserves which have become due by the Company or subsidiaries of the Company after that balance sheet date. If more than six (6) months have elapsed since the end of the financial year of the Company without the annual accounts for that year having been adopted pursuant to article 26.4, then an acquisition of own shares pursuant to article 8.2 is not permitted.

8.4

Any acquisition of shares by the Company for consideration may be made only if and to the extent the board has been authorised to do so by the general meeting of shareholders. Such authorisation shall be valid for no more than five (5) years. Such authorisation will be valid for no more than eighteen (18) months if and when the shares of the Company are admitted to trading on a regulated market or a multilateral trading facility as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ) or a system comparable to a regulated market or multilateral trading facility in a state which is not a member state. The general meeting of shareholders shall specify in its authorisation the number of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set.

8.5

The authorisation referred to in article 8.4 will not be required for the acquisition of shares in the capital of the Company by the Company in order to transfer such shares to employees of the Company or employees of a member of the group to which the Company belongs by virtue of an existing arrangement applicable to said employees. These shares must be included in the official price list of a stock exchange.

8.6	The term ‘shares’ in articles 8.2 through 8.5 includes depositary receipts issued for shares.

8.7

In the general meeting of shareholders, no votes may be cast in respect of a share in the capital of the Company held by the Company or a subsidiary of the Company; no votes may be cast in respect of a share in the capital of the Company for which the depository receipt is held by the Company or a subsidiary of the Company. Usufructuaries or pledgees of a share in the capital of the Company held by the Company or a subsidiary of the Company will not be excluded from voting rights, if the right of usufruct or pledge was created before the Company or such subsidiary of the Company held such share. The Company or a subsidiary of the Company may not cast votes for shares on which it holds a right of usufruct or a right of pledge.

8.8

In the determination of the number of votes exercised in a general meeting of shareholders, the extent to which shareholders are present or represented or the extent to which the share capital is present or is represented, the shares for which no votes may be cast pursuant to the above will not be taken into account.

9.	CAPITAL REDUCTION.

9.1	At the proposal of the board, the general meeting of shareholders may pass a resolution to reduce the issued capital:

(a)	by the cancellation of shares; or

(b)	by reducing the nominal value of the shares in an amendment of these articles of association, provided that as a result thereof the issued capital or the paid part thereof will not fall below the amount prescribed in 2:67 DCC.

Such resolution shall specify the shares to which the resolution relates and the manner in which such reduction shall be implemented. Such resolution may only relate to ordinary shares if and to the extent all issued preference shares have been repaid in full.

- 4 -

Exhibit 3.1

9.2

A resolution for the cancellation of shares may only relate to shares held by the Company itself or of which it holds the depositary receipts or to all the shares of a class. If there are different classes of shares, a resolution to reduce the capital requires a prior or simultaneous resolution of approval by each group of shareholders of the same class whose rights are prejudiced. In case of cancellation of preference shares, payment on the preference shares concerned shall be made in the amount equal to:

(a)	the nominal amount paid up on the preference shares concerned; plus

(b)	the pro rata portion of the amount credited to the separate share premium reserve of the class of preference shares concerned; plus

(c)	an amount equal to the preference dividend accrued but not yet declared and paid and calculated over the period from the date of issue of the preference shares concerned up to and including the day of payment in accordance with article 26.1.

9.3

Reduction of the nominal value of the shares without repayment and without exemption from the liability for repayment shall be made proportionately on all shares of the same class. The requirement of proportionality may be deviated from only with the consent of all shareholders of the class concerned.

9.4

Partial repayment of the nominal value of shares or exemption from the liability for repayment will only be possible by way of implementation of a resolution for reduction of the nominal value of the shares. Such a repayment or exemption shall be made proportionately on all shares of the same class. The requirement of proportionality may be deviated from only with the consent of all shareholders of the class concerned.

9.5	A resolution of the general meeting of shareholders for a capital reduction as contemplated in article 9.1 requires a majority of at least two/thirds (2/3) of the votes cast, if less than one half (1/2) of the issued capital is represented at that general meeting of shareholders.

9.6

The convening notice for a meeting in which a resolution as contemplated in article 9.1 will be proposed, will state the objective of the capital reduction and the manner in which such reduction will be implemented. If the proposed capital reduction involves an amendment of these articles of association, those persons who have sent such a convening notice shall simultaneously deposit a copy of the proposal, containing the verbatim text of the proposed amendment, at the office of the Company as well as at an address to be mentioned in the convening notice, for perusal by every shareholder until the end of the meeting.

9.7	The Company shall deposit any resolutions referred to in article 9 at the office of the Dutch commercial register and will announce such deposit in a nationally distributed daily newspaper in The Netherlands.

9.8	At the proposal of the board, the general meeting of shareholders may resolve that a repayment of share capital will either fully or partly be made, not in cash but in any assets of the Company, including participations in a company in which the Company participates either directly or indirectly.

10.	GRANTING OF LOANS FOR THE PURPOSE OF THE SUBSCRIPTION OR ACQUISITION BY THIRD PARTIES OF SHARES.

10.1

The Company and its subsidiaries may not grant loans for the purpose of the subscription or acquisition by third parties of shares in the capital of the Company or of depositary receipts issued therefor unless (i) the board resolves to make such loan, (ii) the general meeting of shareholders has granted its approval by means of a resolution adopted with a majority of ninety-five percent (95%) of the votes cast and (iii) the following conditions have been met:

(a)	the granting of the loan, including the interest which the Company receives and the collateral provided to the Company, shall be on fair market terms;

(b)	the net assets of the Company, less the amount of the loan, shall not be less than the sum of the paid and called up part of the capital and the reserves of the Company which must be maintained by law and these articles of association;

(c)	the creditworthiness of the third party or, if transactions involve more parties, of each other party involved has been carefully examined;

(d)

if the loan is granted for the purpose of the subscription of shares within the framework of an increase of the issued capital of the Company or for the purposes of the acquisition of shares held by the Company in its own capital, the price at which the shares are subscribed or acquired shall be fair.

- 5 -

Exhibit 3.1

10.2	The Company shall maintain a non-distributable reserve in the amount of the loans referred to in article 10.1.

10.3	Articles 10.1 and 10.2 do not apply in respect of any shares or depositary receipts for shares in the capital of the Company issued to or acquired by or for the account of any employee of the Company or any employee of any member of the group to which the Company belongs.

10.4	Notwithstanding anything to the contrary above, the Company shall not make any loans or extensions of credit to any of its directors or employees except as may comply with the requirements of Section 402 of the Sarbanes-Oxley Act of 2002.

11.	BEARER SHARES AND REGISTERED SHARES. SHARE CERTIFICATES.

11.1	The shares will, at the discretion of the board, either be in bearer form or in registered form.

11.2	A shareholder may request that share certificates are issued for his registered shares.

11.3	Share certificates for registered shares will be available in such denominations as the board may determine.

11.4	All share certificates for registered shares shall be identified by numbers and/or letters in such manner as determined by the board.

11.5	The board may determine that in order to permit or facilitate trading of shares on a stock exchange, share certificates for registered shares may be issued in such form as the board may determine in order to comply with the requirements set by such stock exchange.

11.6	Any request to issue or cancel share certificates for registered shares must be sent to the Company at such address(es) as to be determined by the board.

11.7

Share certificates for bearer shares will either be available in denominations of one (1) share, five (5) shares, ten (10) shares, one hundred (100) shares and denominations of such higher numbers of shares as the board may determine or in the form of one (1) global certificate, as the board may determine. All share certificates for bearer shares shall be identified by numbers and/or letters.

11.8

At the discretion of the board, the holder of bearer shares may, after lodging his share certificate(s) for bearer shares with the Company, have registered shares of the same nominal value issued to it. At the discretion of the board, the holder of registered shares may have share certificate(s) for bearer shares of the same nominal value issued to it.

11.9

Upon written request by or on behalf of a shareholder, missing or damaged share certificates may be replaced by new share certificates bearing the same number and/or letters, provided that the shareholder who has made such request, or the person making such request on his behalf, provides satisfactory evidence of its title and in so far as applicable, the loss of his share certificates to the board, and further subject to such conditions as the board may deem appropriate.

11.10

The issuance of a new share certificate shall render the share certificate which its replaces invalid.

11.11

The issuance of new share certificates or duplicates for share certificates may in appropriate cases, at the discretion of the board, be published in one or more newspapers to be determined by the board.

11.12

All share certificates shall be signed by or on behalf of a member of the board; the signature may be effected by printed facsimile. In addition share certificates may be validly signed by one or more persons designated by the board for that purpose.

12.	SHAREHOLDERS’ REGISTER.

12.1

With due observance of the applicable statutory provisions in respect of registered shares, a shareholders’ register shall be kept by or on behalf of the Company, which shareholders’ register shall be regularly updated and, at the discretion of the board may, in whole or in part, be kept in more than one copy and at more than one address. At least one copy shall be kept at the office of the Company in The Netherlands. The preceding sentence shall not apply to that part of the register which is kept outside of the Netherlands in compliance with applicable legislation or pursuant to the rules of a foreign stock exchange.

12.2

Each name of each holder of registered shares, his address and such further information as is required by law and such other information as the board deems appropriate, whether at the request of a shareholder or not, shall be recorded in the shareholders’ register. Every entry in the shareholders’ register shall be signed on behalf of the Company by a member of the board or by a person to be designated for that purpose by the board.

- 6 -

Exhibit 3.1

12.3	The form and the contents of the shareholders’ register shall be determined by the board with due observance of the provisions of articles 12.1 and 12.2.

12.4

Upon request, a holder of registered shares shall be provided with written evidence of the contents of the shareholders’ register with regard to the registered shares registered in its name free of charge, and the statement so issued may be validly signed on behalf of the Company by a member of the board or by a person to be designated for that purpose by the board.

12.5	The provisions of articles 12.1 through 12.4 hereof shall equally apply to persons who hold a right of usufruct or a right of pledge on one or more shares.

12.6

The board shall have power and authority to permit inspection of the shareholders’ register by and to provide information recorded therein, as well as any other information regarding the direct or indirect share holding of a holder of registered shares of which the Company has been notified by that shareholder, to the authorities entrusted with the supervision and/or implementation of the trading of securities on a foreign stock exchange on behalf of the Company and its shareholders, in order to comply with applicable foreign statutory provisions or applicable provisions set by such foreign stock exchange, if and to the extent such requirements apply to the Company and its shareholders as a result of the listing of shares in the share capital of the Company on such foreign stock exchange or the registration of such shares or the registration of an offering of such shares under applicable foreign securities laws.

CHAPTER V TRANSFER OF SHARES. RIGHTS IN REM.

13.	TRANSFER OF SHARES.

13.1

If registered shares are admitted to trading on a regulated market or a multilateral trading facility as referred to in article 2:86c DCC or if registered shares at the time of the transaction may reasonably be expected to be shortly admitted thereto, the transfer of registered shares shall be effected by means of an instrument intended for that purpose (a “ Transfer Instrument ”) and the written acknowledgement by the Company of the transfer or service of the Transfer Instrument or a true copy or extract on the Company, unless pursuant to article 13 paragraph 2 of the Dutch act of conflict law with respect to property law ( Wet conflictenrecht goederenrecht ) the board has determined that the property laws of the State of New York, United States of America, shall apply to the registered shares. If the board has determined that the property laws of the State of New York, United States of America, shall apply to the registered shares, the property laws of the State of New York, United States of America, shall also apply to the withdrawal of the registered shares from a book-entry system.

13.2

If (i) no registered share is admitted to trading on a regulated market or a multilateral trading facility as referred to in 2:86c DCC (ii) no registered shares, at the time of the transaction, may reasonably be expected to be shortly admitted thereto and (iii) the property laws of the State of New York, United States of America, are not applicable to the transfer of a registered share pursuant to article 13.1, the transfer of a registered share shall be effected by means of a notarial deed of transfer, executed before a civil law notary in The Netherlands.

13.3

If share certificates for registered shares have been issued in respect of the shares that are to be transferred in accordance with the provisions of this article 13, the relevant share certificate(s) for registered shares must be submitted to the Company together with the corresponding Transfer Instrument duly signed by the transferor and, if the Company is a party thereto, by the Company.

13.4

If the Company is not a party to the Transfer Instrument in respect of a registered share for which a share certificate has been issued, the Company may acknowledge the transfer by making an annotation on such share certificate as proof of the acknowledgement or by replacing the issued certificate by a new share certificate registered in the name of the transferee.

13.5	The provisions of the preceding paragraphs of this article shall apply correspondingly to the transfer of shares in the event of a division of any share constituting joint property, the transfer of shares as a consequence of a writ of execution and the creation of limited rights on a share.

13.6	Without prejudice to articles 13.1, 13,2, 13.3, 13.4 and 13.5, the Company shall comply with applicable stock exchange regulations in respect of the transfer of shares.

14.	USUFRUCT AND PLEDGE.

14.1	A right of usufruct or a right of pledge may be created over shares.

14.2	Articles 13.1 and 13.2 are correspondingly applicable to the creation and delivery or release of the right of usufruct and to the creation or release of a right of pledge over a registered share.

- 7 -

Exhibit 3.1

14.3

The shareholder will retain the voting rights on the shares on which a right of usufruct or a right of pledge is created. However, the voting rights will accrue to the usufructuary or the pledgee if that is determined upon the creation of the right of usufruct or the right of pledge. The shareholder not holding the voting rights, and the usufructuary and the pledgee holding the voting rights, will hold the rights granted by law to the holders of depository receipts of shares issued with the cooperation of the Company.

14.4	The rights referred to in the last sentence of article 14.3 will not accrue to the usufructuary and the pledgee not holding the voting rights.

14.5	The pre-emption rights referred to in article 6 shall accrue to the usufructuary holding the voting rights, subject to the proviso that he shall compensate the value of said rights to the shareholder insofar the former has no claim to them by virtue of his right of usufruct.

15.	SHARES HELD IN UNDIVIDED OWNERSHIP.

15.1	Article 12.5 is correspondingly applicable to the apportionment of registered shares in case of a division of any shares held in undivided ownership.

15.2

If any shares or a right of usufruct or a right of pledge over any share is held by more than one person in undivided ownership, the Company may decide that the joint owners entitled to such shares, persons entitled to such usufruct or pledge may only exercise their rights ensuing from such shares, right of usufruct or a right of pledge vis-a-vis the Company by one person jointly designated by them in writing. In the absence of such a designation, all rights attaching to the share(s) shall be suspended, except the right to receive dividends. The Company can exempt from such decision in respect of shares which are kept in custody by a securities clearing or settlement institution acting as such in the ordinary course of its business.

CHAPTER VI BOARD OF THE COMPANY.

16.	APPOINTMENT. SUSPENSION. DISMISSAL. VACANCIES. REMUNERATION POLICY.

16.1

The Company shall be governed by the board. The board shall consist of one or more executive directors and one or more non-executive directors. Wherever in these articles of association reference is made to ‘directors’ or ‘members of the board’, this shall be understood to refer to executive directors as well as non-executive directors, unless it is explicitly stated otherwise.

16.2	The board shall determine the number of executive directors and the number of non-executive directors.

16.3

Members of the board are appointed by the general meeting of shareholders by an absolute majority of the votes cast and from a list of nominees to be drawn up by the board at its own discretion. The general meeting of shareholders may also appoint members of the board without the prior nomination by the board by way of a shareholders’ resolution adopted with a majority of at least two/thirds (2/3) of the votes cast, representing more than one half (1/2) of the issued capital. If the quorum requirement of one half (1/2) of the issued capital is not met at that meeting, a second meeting may be called for the purpose of appointing members of the board without the prior nomination by the board, it being understood that at that second meeting, and any subsequent meeting for the same purpose, the same majority and quorum requirements shall still apply.

16.4	Only natural persons can be non-executive directors.

16.5	The board may appoint one of the executive directors as chief executive officer for such period as the board may decide. The board may appoint other executive directors to such positions and with such other titles as the board may decide.

16.6

The board shall appoint one of the non-executive directors as chairperson of the board for such a period as the board may decide. The board may appoint one of the non-executive directors as vice chairperson of the board for such a period as the board may decide. If the chairperson is absent, unable or unwilling to take the chair, the vice-chairperson shall be entrusted with the duties entrusted to the chairperson by these articles of association, the regulations of the board or such duties as the board may decide. If at the time there is no vice-chairperson appointed the board shall appoint one of its non-executive directors to such position for such purpose.

16.7

A resolution to appoint a director can only be validly taken by the general meeting of shareholders if the name of the nominee is included in the agenda of such general meeting of shareholders or in the notes thereto, as well as an indication of whether he is nominated as an executive or non-executive director.

- 8 -

Exhibit 3.1

16.8	Unless the general meeting of shareholders, on the proposal of the board, determines that a member of the board shall be appointed for a longer period, a member of the board will be appointed until the end of the first annual general meeting of shareholders following his appointment.

16.9	A director may be re-appointed (subject to the provisions of articles 16.1 through 16.8). There is no limit to the number of times a member of the board can be reappointed.

16.10

If a seat is vacant on the board ( ontstentenis ) or a member of the board is unable to perform his duties ( belet ), the remaining member or members of the board shall be temporarily entrusted with the governance of the Company and they may, in addition thereto, designate one or more persons, who in accordance with article 18.2 can be granted any title, including the title of ‘director’, to temporarily replace one or more members of the board who are unable to perform their duties or whose seats are vacant (such person a “ Designated Director ”). In making such designation, the remaining members of the board may determine that a Designated Director shall be granted all of the rights and entrusted with all of the obligations of a member of the board as if he were formally appointed thereto by the general meeting of shareholders, including but not limited to the right to be appointed to any committees of the board, the right to attend, speak and vote at board and committee meetings and the right to represent the Company in accordance with article 18.1.

16.11

If all seats are vacant on the board or all members of the board are unable to perform their duties, the governance of the Company shall be temporarily entrusted to the person designated for that purpose by the general meeting of shareholders. Such designation terminates upon appointment of one or more members of the board at the next following general meeting of shareholders.

16.12

The general meeting of shareholders may at any time suspend or dismiss a director. If a resolution to suspend or dismiss a director is proposed by the board, that resolution may be passed by an absolute majority of the votes cast. If a resolution to suspend or dismiss a director is not proposed by the board, then the general meeting of shareholders may only adopt that resolution to suspend or dismiss a member of the board with a majority of at least two/thirds (2/3) of the votes cast, representing more than one half (1/2) of the issued capital. It is not possible to hold a new meeting at which meeting the resolution can be adopted by the general meeting of shareholders, irrespective of the part of the capital present or represented at such meeting.

16.13

Any suspension by the general meeting of a director may be extended one or more times, but may not last longer than three (3) months in the aggregate. If, at the end of that period no decision has been taken on termination of the suspension or on dismissal, the suspension shall end.

16.14

A member of the board shall in the event of a dismissal or suspension be given the opportunity to account for his actions at the general meeting of shareholders and to be assisted by an adviser.

16.15

The general policy with regard to the remuneration of the directors shall be determined by the general meeting of shareholders, upon a proposal by the compensation committee of the board. Such remuneration policy shall at least cover the items in 2:383c through 2:383e DCC to the extent these relate to the members of the board.

16.16

On the basis of such general remuneration policy determined by the general meeting of shareholders, the board, upon the recommendation of the compensation committee, shall determine the remuneration (if any) of the directors.

17.	BOARD. DIVISION OF DUTIES. REGULATIONS. COMMITTEES.

17.1	Except for the limitations provided for in these articles of association, the board shall be charged with the governance of the Company.

17.2

The policy governing the general affairs of the Company shall be determined by the board. The executive directors shall be charged with the day-to-day affairs of the Company and the non-executive directors shall be charged with the supervision of (i) the day-to-day affairs of the Company and (ii) the preparation of proposals relating to the policy governing the general affairs of the Company.

17.3

The board may entrust the chief executive officer with the operational management of the Company and the business enterprise connected therewith. The board may also entrust the chief executive officer with the preparation of the decision making process of the board and the implementation of the decisions taken by the board, to the extent that the board has not instructed a committee to do so or has not decided otherwise. The chief executive officer shall determine which duties regarding the operational management of the Company and the business enterprises connected therewith will be carried out under his responsibility by one or more other officers or other persons.

- 9 -

Exhibit 3.1

17.4

The board may draw up regulations governing the further division of duties between the members of the board and the internal organisation of the board. Such regulations may also contain an allocation of duties and delegation of powers to one or more directors or committees of directors, provided such rules do not violate the provisions of these articles of association. The board shall in any event have an audit committee, a nomination and corporate governance committee and a compensation committee. The board may in addition establish any other committee it deems appropriate.

17.5	Without prejudice to other provisions of these articles of association, resolutions of the board concerning a significant change to the identity or the nature of the Company or the business shall be subject to approval of the general meeting of shareholders, including in any case:

(a)	transfer of the enterprise of the Company, or substantially the entire enterprise of the Company, to a third party;

(b)

entering into or terminating any long-term co-operation by the Company or a subsidiary of the Company with another legal entity or company or as a fully liable partner in a limited partnership or a general partnership, if this co-operation or termination has far-reaching consequences for the Company; and

(c)

the acquisition or divestment by the Company or a subsidiary of the Company of a participation in the capital of another company worth at least one/third (1/3) of the Company’s gross assets according to its balance sheet with explanatory notes as included in the Company’s most recently adopted annual accounts or, if the Company prepares a consolidated balance sheet, according to its consolidated balance sheet with explanatory notes as included in the Company’s most recently adopted annual accounts.

The absence of approval by the general meeting of shareholders of a resolution as referred to in article 17.5 shall not affect the authority of the board or the executive directors to validly represent the Company.

18.	REPRESENTATION. CONFLICT OF INTERESTS.

18.1	The board is entitled to represent the Company. The chief executive officer, acting alone, is also entitled to represent the Company. The non-executive directors have no power to represent the Company.

18.2	The board may appoint representatives with full or limited authority to represent the Company, acting either individually or jointly with one or more other persons. Each of those representatives shall represent the Company with due observance of those limits. The board will determine their title.

18.3

In the event of a conflict of interests between the Company and a member of the board, the provisions of article 18.1 shall continue to apply unimpaired in respect of such member of the board. In the event of a conflict of interests, between the Company and a member of the board in his/her private capacity, any resolution in relation to such matter shall be subject to the approval of the board, but the absence of such approval shall not affect the authority of the board or the executive directors to represent the Company. A member of the board shall not participate in the discussions and/or decision making process in respect of any matter or transaction in relation to which he/she has a personal conflict of interest.

19.	MEETINGS AND RESOLUTIONS OF THE BOARD.

19.1	Resolutions of the board shall be validly adopted, if adopted by a simple majority of votes.

19.2	Each member of the board has the right to cast one (1) vote.

19.3	In case of absence from a meeting a member of the board may issue a proxy for that meeting but only to another member of the board.

19.4

No executive director shall participate in the decision making of the board with respect to (i) the determination of the remuneration of executive directors, (ii) the supervision of the executive directors’ management of the day-to-day affairs of the Company or (iii) the preparation of proposals relating to the policy governing the general affairs of Company.

19.5	The board may adopt its resolutions in writing without holding a meeting, provided that the proposals for such resolutions have been communicated in writing to all members of the board and no member of the board has objected to this method of adoption of a resolution.

19.6	Meetings of the board may also be held by telephone conference communications, as well as by video conference communications, provided all participating directors can communicate with each other simultaneously.

- 10 -

Exhibit 3.1

19.7	A certificate signed by the chairperson or the Company secretary confirming that the board has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.

19.8

The regulations of the board can include further provisions on the manner of convening board meetings, meetings of committees of the board and the internal procedure at such meetings of the board or committee meetings. If the board has adopted regulations governing its internal affairs, resolutions of the board or committee of the board shall be adopted in accordance with these articles of association and such regulations.

20.	INDEMNIFICATION.

20.1	To the fullest extent permitted by the law:

(a)

The Company hereby agrees to pay, protect hold harmless and indemnify each current or former director and each current or former officer of the Company, who in such capacity acts or has acted or omitted to act on behalf of the Company, or at the request of the Company, any other company, cooperation, joint venture, partnership, trust or other enterprise (the “ Indemnitee ”) if Indemnitee was or is made or is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals, by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity (the “ Indemnification ”).

(b)

The Indemnification shall be from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding, including any appeals.

(c)	The Company may enter into indemnity agreements with any current or former directors of the Company or its subsidiaries as well as with any current or former officers, representatives, agents or employees of the Company or any of its subsidiaries.

20.2	Advance Payment of Expenses

To the fullest extent permitted by the law, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within thirty (30) days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time.

20.3	Procedure for Indemnification; Notification and Defense of Claim

20.3.1

Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this article 20, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for Indemnification, will not relieve the Company from any liability that it may have to Indemnitee under this article 20, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain Indemnification, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to Indemnification.

20.3.2

With respect to any action, suit or proceeding of which the Company is so notified, the Company shall, subject to the last two sentences of this paragraph, be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any subsequently-incurred fees of separate counsel engaged by Indemnitee with respect to the same action, suit or proceeding unless the employment of separate counsel by Indemnitee has been previously authorised in writing by the Company. Notwithstanding the foregoing, if Indemnitee, based on the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the conduct of any such defense, there is or

- 11 -

Exhibit 3.1

is reasonably likely to be a conflict of interest or position between the Company and Indemnitee or any other person entitled to a similar indemnity from the Company with respect to a significant issue, then the Company will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.

20.3.3

To the fullest extent permitted by the law, the Company’s assumption of the defense of an action, suit or proceeding in accordance with article 20.3.2 will constitute an irrevocable acknowledgement by the Company that any loss and liability suffered by Indemnitee and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under article 20.1.

20.3.4

The determination whether to grant the Indemnification request shall be made promptly and in any event within thirty (30) days following the Company’s receipt of a request for Indemnification in accordance with article 20.3.1. If the Company determines that Indemnitee is entitled to such Indemnification or, as contemplated by article 20.3.3, the Company has acknowledged such entitlement, the Company will make payment to Indemnitee of the indemnifiable amount within such thirty (30) day period. If the Company is not deemed to have so acknowledged such entitlement or the Company’s determination of whether to grant the Indemnification shall not have been made within such thirty (30) day period, the requisite determination of entitlement to Indemnification shall, subject to article 20.3.6, nonetheless be deemed to have been made and Indemnitee shall be entitled to such Indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for Indemnification, or (ii) a prohibition of such Indemnification under the law.

20.3.5

In the event that (i) the Company determines in accordance with article 20.3 that Indemnitee is not entitled to Indemnification (ii) the Company denies a request for Indemnification, in whole or in part, or fails to respond or make a determination of entitlement to Indemnification within thirty (30) days following receipt of a request for Indemnification as described above, (iii) payment of Indemnification is not made within such thirty (30) day period, (iv) advancement of expenses is not timely made in accordance with article 20.2, or (v) the Company or any other person takes or threatens to take any action to declare the Indemnification void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such Indemnification or advancement of expenses. Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to Indemnification or advancement of expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company to the fullest extent permitted by the law.

20.3.6

Indemnitee shall be presumed to be entitled to Indemnification and advancement of expenses upon submission of a request therefor in accordance with article 20.2 or 20.3, as the case may be. The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a determination of entitlement to Indemnification and advancement of expenses unless the Company overcomes such presumption by clear and convincing evidence.

20.4	Limitation on Indemnification

Notwithstanding any other provision in this article 20 to the contrary, the Company shall not be obligated:

(a)

Claims Initiated by Indemnitee . To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof), however denominated, initiated by Indemnitee, other than (i) an action, suit or proceeding brought to establish or enforce a right to Indemnification or advancement of expenses and (ii) an action, suit or proceeding (or part thereof) was authorised or consented to by the board, it being understood and agreed that such authorisation or consent shall not be unreasonably withheld in connection with any compulsory or advisory counterclaim brought by Indemnitee in response to an action, suit or proceeding otherwise indemnifiable.

(b)

Action for Indemnification . To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this article 20, unless Indemnitee is successful in such action, suit or proceeding in establishing Indemnitee’s right, in whole or in part, to Indemnification or advancement of expenses hereunder (in which case such Indemnification or advancement shall be to the fullest extent permitted by the law), or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish their right to Indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that nothing in this paragraph is intended to limit the

- 12 -

Exhibit 3.1

Company’s obligations with respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret the Indemnification.

(c)	Disgorgement of profits . To indemnify Indemnitee on account of any suit in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the law.

(d)

Fraud, Wilful Recklessness or Serious Culpability . To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by a final judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing, to have been knowingly fraudulent ( opzet ) or constitute wilful recklessness ( bewuste roekeloosheid ) or serious culpability ( ernstige verwijtbaarheid ).

(e)

Prohibited by Law . To indemnify Indemnitee in any circumstance where such Indemnification has been determined by a final judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing, to be prohibited by law.

20.5	Certain Settlement Provisions

The Company shall have no obligation to indemnify Indemnitee for any amounts paid in settlement of any action, suit or proceeding without the Company’s prior written consent. The Company shall not settle any action, suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold his, her, its or their consent to any proposed settlement.

CHAPTER VII GENERAL MEETINGS OF SHAREHOLDERS.

21.	ANNUAL AND EXTRAORDINARY MEETINGS OF SHAREHOLDERS.

21.1	A general meeting of shareholders shall be held at least annually, at which inter alia the following items shall be considered:

(a)	the annual written report prepared by the board on the business of the Company and the board’s conduct of the affairs of the Company over the past financial year;

(b)	the adoption of the Annual Accounts;

(c)

other proposals raised for consideration by the board, such as the designation of the board as the body competent to issue shares and to restrict or exclude the pre-emptive right upon issues of new shares and the authorisation of the board to have the Company acquire and take in pledge shares in the capital of the Company or depository receipts thereof;

(d)	the discharge from liability of the members of the board for their governance and management in the last financial year;

(e)	the appointment of directors;

(f)	the appointment of the Company’s Accountant;

(g)	each substantial change in the corporate governance structure of the Company; and

(h)	other items placed on the agenda by shareholders in accordance with the provisions of article 21.6 and applicable law.

21.2	The annual general meeting of shareholders shall be held, at the latest, within six (6) months of the close of the Company’s financial year.

21.3	Other general meetings of shareholders shall be held whenever the board resolves to convene such a meeting.

21.4	The shareholders shall be called to attend a general meeting of shareholders by or on behalf of the board.

21.5	The convening notice for a general meeting of shareholders shall be published not later than on the day prescribed by applicable law prior to the date of the meeting.

- 13 -

Exhibit 3.1

21.6

The convening notice shall state the agenda of the subjects to be considered at the meeting, the time and place of the meeting, the record date and the procedure for participation in the meeting by means of written proxies or, in the event that no shares of the Company or depositary receipts issued for its shares with the cooperation of the Company are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ), the fact that the shareholders may take cognizance of such matters at the office of the Company. This is without prejudice to the provisions in article 23.6 in respect of conditions for the use of electronic means of communication set by the board, article 23.8 in respect of depositing proof of rights to attend general meetings or article 27.3 in respect of a proposal for the amendment of these articles of association.

21.7

If and when shares of the Company or depositary receipts issued for its shares with the cooperation of the Company are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ), the convening notice shall in addition to the items mentioned in article 21.6 also state the procedure for participation in the meeting and manner of exercise of voting rights by electronic means of communication set by the board in accordance with article 23.6 and the address of the Company’s website.

21.8

If and when the shares of the Company or depositary receipts issued for its shares with the cooperation of the Company are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ), the Company shall no later than on the forty-second day prior to the date of the meeting publish and keep available for a period of at least one year thereafter on its website the following:

(a)	the convening notice stating the time and place of the meeting, the agenda for the meeting and the right for shareholders to attend the meeting;

(b)	to the extent applicable, documents that will be submitted to the general meeting of shareholders;

(c)	proposals for resolutions to be taken or, if no proposals for resolutions will be submitted to the general meeting of shareholders, the explanatory notes to the items that will be considered at the meeting;

(d)	to the extent applicable, proposals for resolutions in respect of items placed on the agenda by shareholders in accordance with the provisions of article 21.621.9;

(e)	to the extent applicable, proxy forms and forms in respect of the exercise of voting rights by proxy; and

(f)

the total number of issued shares and voting rights as per the date of the convening notice. If the total number of issued shares and voting rights at the record date as meant in article 23.7 is different, the Company shall on the first business day after the record date announce to its shareholders by means of publication on its website the total number of issued shares and voting rights as per the record date.

21.9

Shareholders who qualify to do so under applicable law or regulation can request the board in writing (excluding e-mail) to place a matter on the agenda for the general meeting of shareholders, provided that such request is accompanied by reasons and provided further that the Company receives such reasoned request or proposal for the resolution to be taken, at least sixty (60) days prior to the date of the general meeting of shareholders concerned. The board may decide not to place any such proposal on the agenda of a shareholders’ meeting if the request by the relevant shareholder(s) is, in the given circumstances, unacceptable pursuant to the standards of reasonableness and fairness (which may include circumstances where the board, acting reasonably, is of the opinion that putting such item on the agenda would be detrimental to a vital interest of the Company).

21.10

Without prejudice to article 21.9, the board, acting reasonably, may in the interests of good governance and the orderly conduct of the general meeting of shareholders, establish a policy, to be published on the Company’s website, regarding additional information which any shareholder seeking to place a matter on the agenda in accordance with article 21.9 shall be required to furnish to the Company in the reasoned written request referred to in article 21.9.

21.11

One or more shareholders, who jointly represent at least one-tenth (1/10) of the issued capital or such lesser amount as is provided in the articles, may, on their application, be authorised by the interim provisions judge of the district court to convene a general meeting of shareholders. The interim provisions judge shall disallow the application if it does not appear to him that the applicants have previously requested the board in writing (excluding e-mail), stating the exact matters to be considered, to convene a general meeting of shareholders and the board has taken the necessary steps so that the general meeting of shareholders could be held within six (6) weeks after the request.

21.12

No valid resolutions can be adopted at a general meeting of shareholders in respect of items which are not included in the agenda.

- 14 -

Exhibit 3.1

21.13

The agenda may be obtained free of charge by the shareholders and the holders of depositary receipts issued with the cooperation of the Company at the office of the Company in The Netherlands.

21.14

The board shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an overriding interest of the Company. If the board invokes an overriding interest, it must give reasons therefor.

21.15

The board shall inform the general meeting of shareholders by means of explanatory notes to the agenda of all facts and circumstances relevant to the proposals on the agenda. These explanatory notes to the agenda shall be put on the Company’s website.

22.	PLACE OF MEETING. CONVENING NOTICE.

22.1	The general meeting of shareholders will be held in Amsterdam, Rotterdam or Haarlemmermeer (Schiphol Airport).

22.2

All convening notices shall be published in a Dutch nationally distributed newspaper, and further in such manner as the board may determine. In addition, the holders of bearer shares may be given convening notices either by means of an announcement made via the internet which is directly and permanently accessible until the general meeting of shareholders, and the holders of registered shares shall be given convening notices either addressed to the addressee of those shareholders mentioned in the shareholders’ register or by e-mail to the address notified by him to the Company for this purpose. Each convening notice shall state the place and time of the meeting.

22.3

Notwithstanding the provisions of article 22.2, if and when shares of the Company or depositary receipts issued for its shares with the cooperation of the Company are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ) all convening notices shall be published by electronic means of communication which is directly and permanently accessible until the general meeting of shareholders.

23.	CHAIRPERSON. MINUTES. RIGHTS TO ATTEND MEETINGS. DECISION-TAKING PROCESS.

23.1

The chairperson of the board will act as chairperson of the general meeting of shareholders or, in case of his absence, the vice chairperson of the board or, in case of his absence, one of the other members of the board to be designated by the board. If no member of the board is present at the relevant meeting, the general meeting of shareholders itself will designate its chairperson.

23.2

Minutes of the meetings will be kept at each meeting by the secretary of the board or, in case of his absence, by the deputy secretary of the board (if one has been appointed), which minutes will be confirmed and signed by the chairperson of the relevant meeting and the minutes secretary unless, at the request of the parties having convened the meetings, an official record is to be drawn up by a civil law notary designated by them, in which case said official record need only be signed by the civil law notary.

23.3

The draft minutes of the general meeting of shareholders shall be made available by the board, on request, to shareholders as well as those entitled to attend general meetings by way of publication on the Company’s website no later than three (3) months after the end of the meeting. The minutes shall then be adopted in the manner as described in art. 23.2.

23.4	If an official notarial record has been drawn up, the official notarial record shall be made available to shareholders as well as those entitled to attend general meetings, on request, no later than three (3) months after the end of the general meeting of shareholders.

23.5

Every shareholder, every pledgee who holds voting rights on the relevant shares and every usufructuary who holds voting rights on the relevant shares is competent, either personally or through a proxy duly authorised in writing, to attend the general meeting of shareholders, to address said meetings and to exercise such voting rights.

23.6

The board may determine that attending and addressing the general meeting as well as participating in the deliberations and exercising voting rights may also take place by way of electronic means of communication. For that purpose it is required that the shareholders, pledgees, usufructuaries or their proxies authorised in writing can be identified and that they can simultaneously take note of the discussions at the meeting. The board may set conditions for the use of electronic means of communication as long as such conditions are reasonable and necessary to ensure proper identification of the shareholders and that such electronic means of communication are reliable and safe. If the board sets any such conditions same shall be announced in the convening notice of the relevant meeting.

- 15 -

Exhibit 3.1

23.7

The board may determine that the provisions of article 23.5 will be applicable to those who (i) are a shareholder, pledgee or usufructuary (provided such pledgee or usufructuary holds the voting rights on the relevant shares) on the date which is twenty eight (28) days prior to the date of the meeting, such date hereinafter in this article referred to as: the “ record date ”, and (ii) are registered in a register (or one or more parts thereof) designated thereto by the board, hereinafter in this article referred to as: the “ register ”, in as far as (iii) at the request of the relevant shareholder, pledgee or usufructuary, the holder of the register has notified the Company in writing prior to the general meeting of shareholders that the relevant shareholder, pledgee or usufructuary has the intention to attend the general meeting of shareholders, regardless who will be the shareholder, pledgee or usufructuary at the time of the general meeting of shareholders The notification will state the name and the number of shares for which the such shareholder, pledgee or usufructuary is entitled to attend the general meeting of shareholders. The provision above under (iii) on the notification to the Company will also apply to the proxy authorised in writing of an applicant.

23.8

In the event the board does not exercise its power referred to in article 23.7 and provided that no shares of the Company or depositary receipts issued for its shares with the cooperation of the Company are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ), the shareholders and pledgees and usufructuaries holding voting rights, in order to be able to exercise their rights to attend meetings, shall deposit documentary evidence of their rights to attend such meetings at the office of the Company or at a place designated for this purpose in the convening notice for the meeting not later than on the seventh day prior to the meeting.

23.9

Moreover, the person who wishes to exercise the right to vote and to attend the meeting, shall sign the attendance list prior to the meeting, stating his name, the name(s) of the person(s) for whom he acts as proxy, the number of shares he is representing and, as far as applicable, the number of votes he is able to cast.

23.10

Those who have been authorised in writing shall present the relevant proxies at the general meeting of shareholders. The board may resolve that the proxies of holders of voting rights will be attached to the attendance list.

23.11

If the board has determined that attending and addressing the general meeting as well as participating in the deliberations and exercising voting rights may also take place by way of electronic means of communication as contemplated by article 23.6, the shareholders may inform the Company of their proxy by electronic means of communication.

23.12

Every share will carry the right to cast one (1) vote.

23.13

The chairperson shall determine the manner of voting.

23.14

All resolutions for which the law or these articles of association do not prescribe a larger majority, will be passed by an absolute majority of the votes cast. Except as otherwise provided by law or these articles of association there shall be no quorum requirement.

23.15

Abstentions will be regarded as votes not cast.

23.16

The opinion of the chairperson that a resolution has been passed by the general meeting of shareholders, is decisive. The same applies to the text of a resolution passed on the basis of an oral proposal. If the opinion of the chairperson on a resolution is challenged, a majority of the parties entitled to vote and present at the meeting may request a second ballot be held. If the votes in the original ballot were not cast in writing, any party entitled to vote and present at the meeting may request the new ballot. The results of the new ballot shall be legally binding.

23.17

A certificate signed by the chairperson and the secretary of the general meeting of shareholders confirming that the general meeting of shareholders has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.

23.18

The board shall keep a record of resolutions adopted by the general meeting of shareholders. Such record shall be available at the office of the Company for inspection by the shareholders and the holders of depositary receipts issued for its shares with the cooperation of the Company. Each of them shall, upon request, be provided with a copy or extract from such record at no more than cost.

23.19

If and when shares of the Company are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial Supervision Act ( Wet op het financieel toezicht ), the Company shall in respect of each resolution adopted by the general meeting of shareholders determine the total number of shares in respect of which valid votes have been cast, the percentage such number of shares represents of the total issued capital, the total number of validly cast voting rights and the number of voting rights cast in favour and against the adopted resolution and number of abstentions.

23.20

The Company shall publish the information as meant in article 23.18 or 23.19 on its website no later than fifteen days after the date of the meeting and keep the information available on its website for a period of at least one year thereafter.

- 16 -

Exhibit 3.1

CHAPTER VIII MEETING OF HOLDERS OF SHARES OF A SPECIFIC CLASS.

24.	MEETING OF HOLDERS OF SHARES OF A SPECIFIC CLASS.

24.1	Meetings of holders of ordinary shares or preference shares will be convened by the board.

24.2	Without prejudice to the provisions laid down in articles 6.4, 9.5, 17.4 and 16.12 all resolutions of meetings of a class of shareholders will be passed by absolute majority of votes cast and except as otherwise required by law or these articles of association, there shall be no quorum requirement.

24.3	The provisions of articles 21.5 through 21.6 and articles 22 and 23 will be correspondingly applicable to the meeting of holders of ordinary shares or preference shares.

CHAPTER IX ANNUAL ACCOUNTS. PROFIT.

25.	FINANCIAL YEAR AND ANNUAL ACCOUNTS.

25.1	The financial year of the Company will coincide with the calendar year.

25.2	Annually, within four (4) months after the end of the financial year of the Company, the board will compile an annual account and annual report.

25.3

The Company shall grant an assignment to an Accountant to audit the Annual Accounts. The general meeting of shareholders is authorised to grant such assignment. If the general meeting of shareholders does not grant the assignment, the board is authorised to grant an Accountant the assignment to audit the Annual Accounts. The board acting upon recommendation of its audit committee, may make a proposal to the general meeting of shareholders as to which Accountant should be granted such assignment.

25.4	The general meeting of shareholders may adopt the Annual Accounts. The Accountant may be questioned by the general meeting of shareholders in relation to its statement on the fairness of the Annual Accounts. The Accountant shall be invited to attend and entitled to address this meeting.

25.5	The Annual Accounts will be signed by all members of the board. Should any signature(s) be absent from the Annual Accounts, the reason(s) therefor will be stated.

25.6

The Annual Accounts and the annual report supplemented with (i) the Accountant’s certificate or, if such Accountant’s certificate is absent, the reason(s) therefor, (ii) a summary of the provisions in these articles of association in respect of the appropriation of the profit, (iii) a statement of the appropriation of the profit or the treatment of the loss or, as long as the same is not established, the proposed appropriation or treatment, a statement of the number of profit sharing certificates and similar rights, mentioning the rights conferred thereby, (v) a statement of post-balance sheet date events which have material financial consequences for the legal person together with the companies included in its consolidated annual accounts mentioning the extent of such consequences and (vi) a statement of existing branches and the countries where such branches are located accompanied with the trade names of such branches if these trade names deviate from the name of the Company, will be deposited at the office of the Company, for perusal by the shareholders as of the date of the convening notice for the annual meeting. Said shareholders may peruse the documents there and obtain a copy thereof free of charge. Furthermore, anyone else may inspect the documents referred to in the first sentence of this article 25.6, insofar as said documents shall be made public after adoption, and obtain a copy thereof at a price not exceeding cost.

25.7

The Annual Accounts shall be published within eight (8) days after having been adopted. They will be made public by depositing a full copy thereof in the Dutch language, or in case this will not have been drawn up, a copy in English at the office of the Dutch commercial register. The date of adoption shall be stated on the copy.

26.	APPROPRIATION OF PROFIT. DISTRIBUTIONS.

26.1

Each preference share shall be entitled to an annual dividend in an amount equal to a percentage calculated over the sum of (i) the nominal value of such preference share plus (ii) the pro rata portion of the balance of the share premium reserve attributable to such preference share which dividend shall be allocated each year to the share profit reserve of the class of preference shares concerned unless the board determines that such dividend shall be distributed. If preference shares are issued and outstanding only for part of the year or if the share premium reserve attributable to such preference shares has increased or decreased during the relevant year then such dividend will only be calculated over such portion of the year that such preference shares were issued and outstanding on the basis of actual days elapsed and a three hundred and sixty-five (365) day (or three hundred and sixty-six (366) days in case of a leap year) or such portion of the relevant share premium

- 17 -

Exhibit 3.1

reserve, as the case may be. The percentage referred to in the previous sentence shall, for the preference shares A, be equal to the average of the EURIBOR interest rate charged for cash loans with a term of twelve months as set by the European Central Bank – weighted by the number of days to which this interest was applicable – during the financial year for which this distribution is made, increased by a maximum margin of up to 500 basis points to be fixed upon the issue of such shares by the board which margin may vary for each individual series of preference shares A and, for the preference shares B, shall be equal to a fixed rate with a minimum of four percent (4%) per annum increased by a maximum margin of up to 500 basis points to be fixed upon the issue of such shares by the board. If and to the extent that profits are not sufficient to pay the dividends on the preference shares in full, the shortfall shall be paid out of the reserves of the Company, with the exception of any reserves that were formed as share premium reserves upon the issue of any preference shares. If the profits of a year are not sufficient to make such dividend allocations on the preference shares referred to above and if the shortfall cannot be compensated in whole or in part from the reserves referred to above, the holders of preference shares shall first receive the backlog together with a further amount determined by multiplying the backlog by the percentage specified in this article 26 for the preference shares to which the backlog relates, compounding on each anniversary of the day on which the backlog arose at the expense of the profits of subsequent years before the provisions of the following paragraphs shall apply. The amount referred to in the previous paragraph shall be allocated to the share profit reserve of the class of preference shares concerned unless the board determines that such amount shall be distributed accordingly.

26.2

The board shall determine if and to what extent the profit remaining after application of article 26.1 shall be reserved it being understood that holders of preference shares are not entitled to any further distributions. The profits which are not reserved by the board shall be distributed to the holders of ordinary shares pro rata the number of shares held by each such shareholder.

26.3	Distributions can only be made up to the amount of the Distributable Part of the Shareholders Equity.

26.4	Distribution of profits shall take place after the adoption of the Annual Accounts from which it appears that the distribution is permitted.

26.5	Subject to any accrued preference dividends contemplated in article 26.1 having been paid the board may pass a resolution for the distribution of an interim dividend provided the requirement of article 26.3 is fulfilled as evidenced by an interim specification of equity.

26.6	Subject to article 26.3, the board may resolve to make distributions from share premium reserves, share profit reserves and any other distributable reserves, which may be interim distributions.

26.7

The board will decide at what places and as of what dates and in which currency dividends and other distribution on shares will be made payable and will announce this by means of an advertisement in a nationally distributed daily newspaper in The Netherlands and further in such manner as the board may deem desirable.

26.8	The Company shall only pay dividends and other distributions (irrespective of their form) on shares to those in whose name the shares are registered on the date that such dividends or other distribution was declared. Such payment discharges the Company.

26.9	Dividends, not collected within five (5) years after the first day on which they became payable, will revert to the Company.

26.10

If the profit and loss account in any year shows any loss that cannot be covered by the reserves or extinguished in any other manner, no profit will be distributed in a following year or in subsequent years until said loss has been covered by reserves or extinguished in any other manner.

26.11

The board may pass a resolution for distributions of profit or other distributable reserves in cash or in other assets of whatever kind owned by the Company.

CHAPTER X AMENDMENT TO THE ARTICLES OF ASSOCIATION. LIQUIDATION.

27.	AMENDMENT TO THE ARTICLES OF ASSOCIATION. DISSOLUTION.

27.1

A resolution for the amendment of these articles of association or dissolution of the Company may only be passed by the general meeting of shareholders on the proposal of the board. A proposal to amend the articles of association whereby any change would be made in the rights of the holder of shares in a specific class in their capacity as such will require the prior approval of the meeting of holders of the shares in that specific class.

27.2	A resolution for the merger ( juridische fusie ) or demerger ( juridische splitsing ) of the Company may only be passed by the general meeting of shareholders on the proposal of the board.

- 18 -

Exhibit 3.1

27.3

If a proposal for amendment of these articles of association or dissolution of the Company is made to the general meeting of shareholders, this shall, without exception, be stated in the actual convening notice for said meeting and – if it concerns an amendment of these articles of association – a copy of the proposal, containing the verbatim text of the proposed amendment, shall simultaneously be deposited at the office of the Company in The Netherlands as well as at the office of the Company in each of those countries where the shares, on the application of the Company, have been admitted for official trading and further at such other places as the board may deem desirable for perusal by every shareholder until the end of the meeting.

28.	LIQUIDATION.

28.1

In case of dissolution of the Company by virtue of a resolution of the general meeting of shareholders, the board will be charged with the liquidation of the affairs of the Company. Upon dismissal by the district court of a liquidator, the Company can appoint one or more other liquidators. If there are no liquidators, the district court shall appoint one or more liquidators upon an application of any interested party or upon the requisition of the public prosecutor’s office. A liquidator appointed by the district court shall be entitled to a remuneration to be set by it.

28.2	During the liquidation, the provisions of these articles of association will, as much as possible, continue to be effective.

28.3

Out of the balance remaining after payment of all debts first, if possible, all holders of preference shares shall have returned to them the amount paid-up (being the nominal value and share premium (if any)) on their preference shares, increased with the accrued but unpaid dividend on the relevant preference shares at the time of liquidation calculated over the period up to and including the day on which the balance is made payable. The remainder shall be transferred to the holders of ordinary shares in proportion to the aggregate nominal value of their respective holding of ordinary shares.

28.4	The liquidation shall furthermore be subject to the provisions of Title 1, Book 2 DCC.

- 19 -

Exhibit 4.4

FIRST SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. (the “ Guaranteeing Subsidiary ”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “ Issuers ”), and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of April 11, 2014, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2022 (the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery . The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “ Successor Person ”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

(5) Releases . The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture ;

( B ) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation . The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged . The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors . All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Nielsen Consumer Insights, Inc.
By:	/s/ Harris A. Black
	Name: Harris A. Black
	Title: Vice President and Secretary

[First Supplemental Indenture to 5.000% Senior Notes Indenture]

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ Frank Godino
	Name: Frank Godino
	Title: Vice President

[First Supplemental Indenture to 5.000% Senior Notes Indenture]

Exhibit 4.5

FOURTH SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “ Su p plemental Indenture ”), dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. (the “ Guaranteeing Subsidiary ”), an affiliate of The Nielsen Company (Luxembourg) S.ar.l., a Luxembourg société à responsabilité limitée (the “ Issuer ”), and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of September 27, 2013, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2021 (the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . The Guaranteeing Subsidiary hereby agrees as follows:

(i) the principal of and interest, premium on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(4) Merger, Consolidation or Sale of All or Substantially All Assets .

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(5) Releases . The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(6) No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

(11) Subrogation . The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


Nielsen Consumer Insights, Inc.
By:	/s/ Harris A. Black
	Name: Harris A. Black
	Title: Vice President and Secretary

[Fourth Supplemental Indenture to 5.50% Senior Notes Indenture]


DEUTSCHE BANK NATIONAL TRUST COMPANY
for
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	/s/ Carol Ng
	Name: Carol Ng
	Title: Vice President
By:	/s/ Anthony D’Amato
	Name: Anthony D’Amato
	Title: Associate

[Fourth Supplemental Indenture to 5.50% Senior Notes Indenture]

Exhibit 4.6

SIXTH SUPPLEMENTAL INDENTURE

W I T N E S S E T H

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of October 2, 2012, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2020 (the “ Notes ”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . The Guaranteeing Subsidiary hereby agrees as follows:

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(4) Merger, Consolidation or Sale of All or Substantially All Assets .

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “ Successor Person ”);

(ii) the transaction is made in compliance with Section 4.10 of the Indenture;

(7) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Nielsen Consumer Insights, Inc.
By:	/s/ Harris A. Black
	Name: Harris A. Black
	Title: Vice President and Secretary

[Sixth Supplemental Indenture to 4.50% Senior Notes Indenture]

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ Frank Godino
	Name: Frank Godino
	Title: Vice President

Exhibit 4.7

TWELFTH SUPPLEMENTAL INDENTURE

W I T N E S S E T H

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of October 12, 2010, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2018 (the “ Notes ”);