10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, 2008

OR

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

For the transition period from             to             

Commission file number 333-142546-29

The Nielsen Company B.V.

(Exact name of registrant as specified in its charter)

The Netherlands	98-0366864
(State of incorporation)	(I.R.S. Employer Identification No.)
770 Broadway New York, New York 10003 (646) 654-5000	Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23- 546 3463

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

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  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.  þ

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ  (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  þ

The aggregate market value of the registrant’s voting and non-voting common equity held by nonaffiliates is zero. The registrant is a privately held corporation.

There were 258,463,857 shares of the registrant’s Common Stock outstanding as of March 26, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

			PAGE
PART I
	Item 1.	Business	4
	Item 1A.	Risk Factors	19
	Item 1B.	Unresolved Staff Comments	28
	Item 2.	Properties and Facilities	28
	Item 3.	Legal Proceedings	29
	Item 4.	Submission of Matters to a Vote of Security Holders	29
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	30
	Item 6.	Selected Financial Data	30
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	70
	Item 8.	Financial Statements and Supplementary Data	72
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	146
	Item 9A(T).	Controls and Procedures	146
	Item 9B.	Other Information	146
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	147
	Item 11.	Executive Compensation	151
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	165
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	170
	Item 14.	Principal Accounting Fees and Services	172
PART IV
	Item 15.	Exhibits, Financial Statement Schedules	173
	Signatures		180

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Except where otherwise expressly stated or the context suggests otherwise, the terms “Nielsen,” “Company,” “we,” “us” and “our” refer to The Nielsen Company B.V.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “project” and other words of similar meaning. Such statements are not guarantees of future performance, events or results and involve potential risks and uncertainties. Accordingly, actual results and the timing of certain events could differ materially from those addressed in forward-looking statements due to a number of factors including, but not limited to:

• general economic conditions, including the effects of the current economic downturn on advertising spending levels, the costs of, and demand for, consumer packaged goods, media, entertainment and technology products and any interest rate or exchange rate fluctuations;

• our ability to realize anticipated cost savings related to our Transformation Initiative;

• the effect of disruptions to our information processing systems;

• the timing and scope of technological advances;

• our substantial indebtedness;

• certain covenants in our debt documents;

• customer procurement strategies that could put additional pricing pressure on us;

• consolidation in our customers’ industries may reduce the aggregate demand for our services;

• regulatory review by governmental agencies that oversee information gathering and changes in data protection laws;

• the impact of tax planning initiatives and resolution of audits of prior tax years;

• the financial statement impact of changes in generally accepted accounting principles;

• the ability to attract and retain customers and key personnel;

• risks to which our international operations are exposed, including local political and economic conditions, the effects of foreign currency fluctuations and the ability to comply with local laws;

• criticism of our audience measurement services;

• the possibility that our owners’ interests will conflict with ours or yours;

• the impact of competitive products;

• the effect of disruptions in the mail, telecommunication infrastructure and/or air services;

• the ability to maintain the confidentiality of our proprietary information gathering processes;

• the ability to successfully integrate our company in accordance with our strategy; and

• the other factors set forth under Item 1A, “Risk Factors”.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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PART I

Item 1. Business.

Our Company

We are a leading global information and media company providing essential integrated marketing and media measurement information, analytics and industry expertise to clients across the world. In addition, our trade shows, online media assets and publications occupy leading positions in a number of their targeted end markets. Through our broad portfolio of products and services, we track sales of consumer products, report on television viewing habits in countries representing more than 60% of the world’s population, measure internet audiences and produce trade shows, print publications and online newsletters. For the year ended December 31, 2008, we generated revenue of $5,012 million and Covenant EBITDA (as defined herein) of $1,343 million. We currently operate, and therefore report, in three segments: Consumer Services, Media and Business Media.

Our Consumer Services segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. Nielsen is a global leader in retail measurement services and in longitudinal consumer household panel data. Our extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information that influence our clients’ critical business decisions such as enhancing brand management strategies, developing and launching new products, identifying new marketing opportunities and improving marketing return on investment.

Our Media segment provides measurement information for multiple media platforms, including broadcast and cable television, motion pictures, music, print, the internet and mobile telephones. Nielsen is the industry leader in U.S. television audience measurement, and our measurement data is widely accepted as the “currency” in determining the value of programming and advertising opportunities on U.S. television.

Our Business Media segment is a leading market-focused provider of integrated information and sales and marketing solutions. Through a multi-channel approach consisting of trade shows, online media assets and publications, Business Media offers attendees, exhibitors, readers and advertisers the insights and connections that assist them in gaining a competitive edge in their respective markets.

Our business generates a stable and predictable revenue stream and is characterized by long-term client relationships, multi-year contracts and high contract renewal rates related to marketing and media measurement services. We serve a global client base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, telecommunications, music and online media. The average length of relationship with our top ten clients including The Procter & Gamble Company, NBC/Universal, the Unilever Group, News Corp., Nestlé S.A. and The Coca-Cola Company is over 30 years.

Our revenue is highly diversified by business segment and geography. In 2008, 56% of our revenues were generated from our Consumer Services segment, 35% from our Media segment and the remaining 9% from our Business Media segment. We conduct our business activities in approximately 100 countries, with 53% of our revenues generated in the U.S., 10% in North and South America excluding the U.S., 27% in Europe, the Middle East and Africa, and the remaining 10% in Asia Pacific. No single client accounted for more than 5% of our total revenue in 2008.

Recent Developments

In March 2009 we purchased and cancelled approximately GBP 101 million of our total GBP 250 million outstanding 5.625% EMTN debenture notes pursuant to a cash tender offer, whereby we paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued interest. In conjunction with this tender offer we satisfied a portion of the remarketing settlement value with the two holders of a remarketing option associated with the notes and also unwound a portion of our existing GBP/Euro cross-currency

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swap. We do not expect to record a material gain or loss in the first quarter of 2009 as a result of the combined elements of this transaction.

In January 2009, we issued $330 million in aggregate principal amount of 11.625% Senior Notes due 2014 at an issue price of $297 million, with cash proceeds of approximately $291 million, net of estimated fees and expenses.

On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings, historically conducted in separate businesses, into a single organization focused on four major areas: sales and client service, product development and product management, global business services combining all of our information technology systems, facilities and operations, and corporate functions including finance, human resources, legal and communications. This ongoing restructuring program, referred to as the “Transformation Initiative”, is comprised of several strategic initiatives designed to make us a more successful and efficient enterprise. From the inception of the plan through December 31, 2008, we have recognized restructuring charges of approximately $330 million, of which approximately $300 million relates to severance costs associated with the termination of approximately 6,100 employees. Implementation of these initiatives is expected to continue through 2009.

On February 19, 2008, we amended and restated our Master Services Agreement dated June 16, 2004 (“MSA”), with Tata America International Corporation and Tata Consultancy Services Limited (jointly “TCS”). The term of the amended and restated MSA is for ten years, effective October 1, 2007; with a one year renewal option granted to us, during which ten year period (or if we exercise our renewal option, eleven year period) we have committed to purchase at least $1 billion in services from TCS. Unless mutually agreed, the payment rates for services under the amended and restated MSA are not subject to adjustment due to inflation or changes in foreign currency exchange rates. TCS will provide us with information technology, applications development and maintenance and business process outsourcing services globally. The amount of the purchase commitment may be reduced upon the occurrence of certain events, some of which also provide us with the right to terminate the agreement. In addition, we entered into an agreement with TCS to outsource our global information technology infrastructure services. The agreement has an initial term of seven years, and provides for TCS to manage our infrastructure costs at an agreed upon level and to provide our infrastructure services globally for an annual service charge of $39 million per year, which applies towards the satisfaction of our aforementioned purchased services commitment with TCS of at least $1 billion over the term of the amended and restated MSA. The agreement is subject to earlier termination under certain limited conditions.

On December 19, 2008, we completed the purchase of the remaining 50% interest in AGB Nielsen Media Research, subsequently rebranded as AGB Nielsen Media (“AGBNMR”), a leading international television audience media measurement business, from WPP. With our full ownership of AGBNMR, we expect to be able to better leverage our global media product portfolio. In exchange for the remaining 50% interest in AGBNMR, we transferred our SRDS advertising data business assets and our 100% ownership in PERQ/HCI LLC, our healthcare media planning, trading and post campaign effectiveness business. In addition, we transferred our 11% share in IBOPE Pesquisa de Midea Ltda., IBOPE LatinAmerica S.A. and IMI.Com, which are part of the IBOPE Group that specializes in media, market and opinion research. The fair value of the aforementioned business assets and ownership interests transferred was $72 million. No material gain or loss was recorded on the business assets and ownerships transferred. Net cash acquired in this transaction was $23 million.

On May 15, 2008, we completed the acquisition of IAG Research, Inc, subsequently rebranded as Nielsen IAG (“IAG”), for $223 million (including non-cash consideration of $1 million), which was net of $12 million of cash acquired. The acquisition expands our television and internet analytics services through IAG’s measurement of consumer engagement with television programs, national commercials and product placements.

On August 9, 2007, we completed the acquisition of Telephia, Inc. (“Telephia”), a provider of syndicated consumer research in the telecom and mobile media markets, for approximately $449 million (including non-cash consideration of $6 million). On October 15, 2007, we announced the formation of Nielsen Mobile,

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which combines Telephia with several existing Nielsen initiatives in the mobile market, to understand and interpret the behaviors, attitudes and experiences of mobile consumers.

On February 8, 2007, we completed the sale of a significant portion of our Business Media Europe unit (“BME”) to 3i, a European private equity and venture capital firm for $414 million. A portion of the proceeds from the sale of BME was used to pay down our debt under our senior secured credit facility. On October 30, 2007, we completed the sale of our 50% interest in VNU Exhibitions Europe B.V. to Jaarbeurs (Holding) B.V. for $51 million.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. (“BuzzMetrics”) and on June 4, 2007, we acquired its remaining outstanding shares for $47 million. On June 22, 2007, we acquired the remaining minority interest in NetRatings, Inc. (“NetRatings”) for $330 million (including $33 million to settle all outstanding share-based awards). On October 15, 2007, the Company announced the formation of Nielsen Online, comprised of the NetRatings and BuzzMetrics services, providing independent measurement and analysis of online audiences, advertising, video, blogs, consumer-generated media, word-of-mouth, commerce and consumer behavior.

Our Strengths

Global Leadership Positions. We hold industry-leading positions in marketing information services, media measurement services, trade shows and business publications. We have achieved leading positions within each of our business segments, primarily as a result of our ability to offer clients comprehensive and integrated marketing communications products and services that are essential for our clients to successfully operate their businesses. As demand for market analysis from a single global source continues to grow, Nielsen’s consumer retail measurement, panel-based and analytical product offerings are well positioned to benefit. In Media, we have leading market positions across multiple media platforms and geographies. For example, our measurement information is trusted as the “currency” in determining the value of programming and advertising opportunities on U.S. television. Our Business Media segment is one of the largest global providers of business-to-business information and, through its trade shows, online media assets and publications, provides clients with leading coverage of their industries. We believe our size and leading market positions will continue to contribute to our consistent growth and strong operating margins.

Extensive Portfolio of Successful Products. For over 80 years, Nielsen has provided trusted service to the world’s top consumer packaged goods and merchandising clients. ScanTrack, Nielsen Homescan and BASES provide point-of-sale retail measurement, consumer household purchase panels and new product concept testing, respectively. For over 50 years, Nielsen has been recognized as a trusted source of television audience measurement by virtually all of the leading broadcast and cable networks, television stations, syndicators and advertisers in the U.S. Nielsen Entertainment provides, among other things, box office results and music sales, Nielsen Online provides internet audience measurement and Nielsen Mobile provides syndicated consumer research in the telecom and mobile media markets. In Business Media, we publish some of the most recognizable business-to-business magazine titles across various segments including Billboard and The Hollywood Reporter. We believe that our products along with the quality of service we provide will continue to enable us to attract new business and retain existing business resulting in both revenue and cash flow growth.

Strong Client Relationships. Our long-standing client relationships and multi-year contracts contribute to a stable and predictable revenue stream. We have cultivated such relationships with many of the world’s leading consumer packaged goods, media and entertainment companies. In Consumer Services, our clients include the largest consumer packaged goods and merchandising companies in the world. The average length of our relationships with Consumer Services’ top ten clients in 2008 was over 30 years. In many cases, our sales and service staff are located on-site at our clients’ offices and customize the analysis related to specific client issues and needs. Given our essential products and strong client service, our business in Consumer Services is characterized by multi-year agreements, with more than 50% of each year’s revenues under agreement by the beginning of the fiscal year. Within Media, our client base includes leading media companies to whom we have been providing audience measurement information for over 50 years. Our Media clients typically enter into multi-year contracts and have high renewal rates (over 95% in our U.S. television audience measurement business) with more than 70% of each year’s revenues under agreement by the

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beginning of the fiscal year. The average length of our relationships with Media’s top ten clients in 2008 was over 30 years. We expect our strong client relationships to contribute to our ongoing success and growth.

Diversified Global Business Mix. Our Consumer Services, Media and Business Media segments contributed 56%, 35% and 9% of our revenue in 2008, respectively. Our broad portfolio of product offerings, large client base, multiple end markets and wide geographic presence provide us with a diverse revenue stream. We believe our global presence will continue to expand as we grow our business in rapidly developing markets and our business mix will continue to broaden as we invest in new products and services.

Resilient Business Model with Consistent Cash Flow Generation. Our clients’ continuous need for information related to key marketing and business development decisions as well as for media measurement has historically provided us with strong constant currency revenue growth and consistent cash flow generation. We achieved a constant currency revenue growth of 4.5% in 2008 and 6.9% in 2007, excluding the impact of a $90 million deferred revenue adjustment in 2006. For purposes of calculating revenue growth on a constant currency basis, we have removed the exchange rate impact of 2% and 3% on revenue growth in 2008 and 2007, respectively. Both Consumer Services and Media have multi-year client agreements and high contract renewal rates. In addition, Business Media benefits from advance payments related to bookings for trade shows. We have a disciplined approach to capital expenditures based on new product growth and return on invested capital analysis. We believe that the largely resilient nature of our revenue base along with our disciplined approach to spending will enable us to convert a significant portion of our revenue to cash available for debt service.

Attractive Long-Term Industry Outlook. We operate in two distinct industries: (i) the global marketing and media research industry (through our Consumer Services and Media segments), and (ii) the business information industry (through our Business Media segment). Consumer packaged goods companies use our Consumer Services segment’s marketing information to monitor brand performance and stay competitive. Growth in our Consumer Services segment is expected to be driven by continued globalization and geographic expansion of consumer packaged goods companies, increased demand for higher value-added information and related services, as well as the need to improve brand performance, develop and launch new products and increase marketing return on investment. Growth of our Media business is related in part to television and other media advertising spending. The 2008 Veronis Suhler Stevenson (“VSS”) Industry Forecast projects U.S. television advertising growth of 4% compound annual growth rate (“CAGR”) from 2007 to 2012. In addition, according to the 2008 VSS Industry Forecast, film entertainment (box office) and internet advertising are expected to grow at CAGRs of 2% and 14%, respectively, from 2007 through 2012. We also participate in the global business information sector through our Business Media segment by offering trade shows, online media assets and print publications. According to the 2008 VSS Industry Forecast, the size of the U.S. market for business-to-business magazines, e-media and trade shows is estimated to grow at a CAGR of approximately 6% from 2007 through 2012. Although we cannot predict the impact of the current economic slowdown on our 2009 financial performance, we believe that the overall strength in these industries will enhance our long-term growth potential.

Experienced Management Team. We have a strong and committed management team that has substantial relevant industry knowledge and a proven track record of operational success. We believe that our management team positions us well to successfully implement our growth strategy and productivity initiatives.

Our Strategy

Our goals are to continue to increase the value we deliver to our clients, streamline our operations to achieve cost efficiencies and grow our business. Our strategy involves a company restructuring to phase out over time our historical business unit structure in the Consumer Services and Media segments and integrate Nielsen with consolidated global business services and functions. We intend to execute our goals through the following business strategies:

Build on our Brand and Core Services. On January 18, 2007, we announced a change of our name to “The Nielsen Company” to emphasize our best-known brand name and our commitment to create an integrated, streamlined

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global organization. We will continue to maintain our focus on our leading brand to drive growth in each of our businesses. Our Nielsen brand has positioned us well in the market for retail measurement and audience measurement services. We expect to build on our brand by continuing to improve the quality of our products and enhance our services. We will continue to improve the measurement of media audiences through increased granularity of our demographic market data, and of retail information through increased store coverage and worldwide expansion of Nielsen Homescan, our consumer household panel. In addition, we expect to take advantage of our brand recognition to grow our revenues in areas such as value-added services, analytics and new measurement opportunities through BASES, Nielsen Online and Nielsen Mobile, among others. We believe that building on our brand will drive continued demand for our existing and new products, leading to strong revenue growth.

Lead Innovation of Measurement Services. We continue to develop new solutions and technologies to improve the measurement of consumer trends and measure audiences across the latest media platforms. In the global market for consumer packaged goods, we have an arrangement with Yahoo! to determine the impact of online advertising on offline purchasing behavior.

In media and entertainment, Nielsen continues to deploy advanced metering technology (such as People Meters and Active/Passive Meters) and expand its measurement of television viewing habits through initiatives capturing digital video recording, video on demand and television via the internet. We continue to invest in high growth products and services such as integrated television and internet measurement, and the measurement of media consumption on personal electronic devices, such as downloads for cell phones and iPods. For example, our Anytime Anywhere Media Measurement (“A2/M2”) initiative delivers integrated ratings for all forms of video viewing, regardless of the delivery medium. In addition, we have entered into a strategic relationship with Google to provide it with demographic data critical to the clients of its television advertising platform.

These initiatives along with our expanded consumer analysis capabilities have created significant revenue opportunities and broadened our service offerings. We will continue to focus on developing innovative solutions to provide our clients with increasingly relevant and precise measurement information.

Expand Globally. We intend to extend our already strong global reach and increase our global leadership. Global reach is increasingly important given our clients’ growth into new markets, and we are well positioned to increase our global presence in each of our operating segments. Our substantial presence in rapidly developing markets such as Brazil, Russia, India and China illustrates our success with this strategy.

Optimize our Portfolio of Product Offerings. We will continue to evaluate our products and services to determine the optimal offering given current and forecasted client demand. We will look to develop businesses that best serve our clients while maintaining a focus on profitability, thereby maximizing our return on invested capital. We will also consider select acquisitions of complementary businesses that would enhance our product portfolio. In addition, we will consider opportunistically divesting operations that we believe to be non-core to our operations. As marketing activities continue to shift from mass to targeted audiences, we believe the optimization of our product portfolio will offer more focused solutions to our clients.

Pursue our Integration Strategy and Continue to Reduce Costs. In December 2006, we announced our intention to expand cost-saving programs to all areas of our operations worldwide. The Company further announced strategic changes as part of our major corporate Transformation Initiative designed to make the Company a more successful and efficient enterprise. The initiative includes the integration of critical data acquisition, processing, validation, delivery and application-development functions in a streamlined Global Business Services (“GBS”) organization. GBS is harmonizing and simplifying systems and processes formerly managed separately in Nielsen’s business units to improve efficiency, quality and delivery speed, reduce costs and provide a stronger platform for the development of integrated information services. Nielsen’s relationship with TCS provides additional business-process expertise, lower-cost resources and technological capacity to support the achievement of the Company’s transformation goals. The transformation also includes streamlining corporate functions and expanding the outsourcing of certain operational and production processes.

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Our Business Segments

Consumer Services

Our Consumer Services segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. These services help our clients make marketing and sales decisions by providing expertise in such areas as performance measurement, consumer segmentation and targeting, marketing mix, price and promotion, distribution strategy and execution and forecasting. Our expertise results from the integration of our core data services with an advanced professional services client service model. Core services in our Consumer Services segment include retail measurement services (ScanTrack), household consumer panels (Nielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra), customized research services and marketing optimization services (Analytical Consulting). We believe these products and services give our clients a competitive advantage in making informed decisions in today’s fast-moving and complex marketplace. Our Consumer Services segment operates in approximately 100 countries. We believe one of our primary strengths is our global presence, which is increasingly important in today’s environment as our largest clients operate globally and continue to expand and invest in developing markets.

Consumer Services’ client base comprises the world’s leading consumer packaged goods companies including the Colgate-Palmolive Company, Kraft Foods, The Coca-Cola Company, Nestlé S.A., The Procter & Gamble Company and the Unilever Group as well as leading retail chains such as Carrefour, Kroger, Safeway, Tesco and Walgreens. With a broad global client base and long-standing client relationships, Consumer Services’ revenues are stable, predictable and highly diversified. In 2008, the average length of our relationships with Consumer Services’ top ten clients was over 30 years. These long-term relationships are strengthened by our ability to integrate products and services into clients’ workflow and provide a wide range of comparable and consistent data and analyses. This comparability of information over time enhances our clients’ ability to use our information in their decision-making and management processes. In addition, our client service professionals are often located on-site at our clients’ offices, where they assist in analyzing information by providing industry context for better decision-making and in developing strategic and tactical recommendations. Consumer Services’ strength of client relationships is exemplified by average client renewal rates in excess of 90% in the U.S. and Europe from 2004 to 2008. At the beginning of each fiscal year, more than 50% of the segment’s revenue base for the upcoming year is typically committed under existing agreements. For the fiscal year ended December 31, 2008, Consumer Services generated approximately 56% of our revenue.

Our Consumer Services segment provides the following services on a global basis: retail measurement services, consumer panel services, customized research services and various other analytical applications and services including new product launch services and consumer targeting and segmentation. While each of these products and services provides significant value on a stand alone basis, they can be combined to provide clients with more enhanced and in-depth analyses.

Retail Measurement Services (“RMS”)

RMS provides clients with information and analytics across approximately 100 countries on competitive sales volumes, market share, distribution, pricing, merchandising and promotional activities. By combining this detailed information with our in-house expertise and professional assistance we enable our clients to improve their key marketing and sales decisions. We offer these services through ScanTrack, Market Audit and other products.

RMS collects retail sales information from stores using electronic point-of-sale technology and teams of local field auditors. These stores include grocery, drug, convenience and discount retailers who, through various cooperation arrangements, share their sales data with us. The method of collection depends upon the sophistication of the retailers’ systems. For many retailers, the electronic retail sales information collected by stores through checkout scanners is transmitted to Nielsen. Where electronic retail sales information is unavailable, such as in certain developing markets, we collect retail sales information through in-store inventory

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and price checks conducted by field auditors. Across all of our markets, field auditors collect data regarding product placement in stores, including the facing and positioning on store shelves as well as other causal information.

RMS quality control systems validate, confirm and correct the collected data. The data are then processed into client-specific databases and reports by product, brand and category. Clients access RMS databases using proprietary Nielsen software that allows them to query the databases, conduct customized analysis and generate customized reports and alerts. Many clients gain access to these and other services through the Nielsen Answers Web portal.

Consumer Panel Services (“CPS”)

CPS helps clients understand consumer purchasing dynamics at the household level. This information is useful in several ways, such as understanding trial and repeat purchase dynamics for new products, what the most likely substitutes are for various brands and products, shopper behavior and to better segment and more precisely target consumers. In addition, we are able to use CPS information to augment our retail measurement information in circumstances where we do not collect retail data from certain retailers. CPS is primarily offered through our Nielsen Homescan and Homepanel products.

Nielsen Homescan collects data from household panelists who use in-home scanners to record purchases from each shopping trip. In the U.S., approximately 100,000 selected households, constituting a demographically balanced sample of U.S. households, participate in the panels. Data received from CPS household panels undergoes a quality control process, including UPC verification and validation, before being processed into databases and reports. CPS clients may access these databases and perform analysis using our Consumer and Shopper Explorer proprietary software. In addition, CPS provides clients with templated alerts, dashboards and syndicated reports which can be accessed over the internet or through a desktop application.

Customized Research Services (“CRS”)

CRS is a suite of consumer research services as well as consumer and industry studies we offer our clients. CRS clients are able to use these services and studies to derive information and insights into consumer attitudes and purchasing behavior, to evaluate and understand why marketing campaigns succeed or fail, and to address issues such as promotions, pricing, consumer targeting and marketing mix. CRS is offered through products such as Winning Brands, ShopperTrends, Shopper 3, Brand³, PriceItRight, DeltaQual, eQ, packs@work and ads@work, and serves a broad based of industries including CPG, Telecoms, Financial Services, Pharmaceuticals, and others.

CRS collects information through in-person, internal and online panel surveys as well as through and focus groups. Once the data is collected, it is subject to CRS quality control standards and is then processed into databases, models, analysis, and ultimately client reports. CRS delivers study results to clients through presentations and reports.

New Product Launch Services (BASES)

BASES is a sales forecasting service for our clients’ new products and product restages across a number of industries, particularly in the consumer packaged goods field. Clients use this information to evaluate the sales potential of new products, identify potential clients, forecast sales volume and refine concept design and communication.

BASES maintains panels, including online panels, in several countries and uses third party panel providers to survey consumers. Panelists are exposed to new product ideas and prototypes in order to gauge their interest. BASES quality control systems organize and validate the information it collects. Using this information BASES delivers marketing recommendations and additional diagnostics to help clients refine product, price and marketing plans.

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Consumer Targeting and Segmentation (Spectra)

Spectra provides clients in the consumer packaged goods industry with consumer targeting and segmentation analytics, integrating information about households, geographies and retail shopping locations. Clients use Spectra services, including its proprietary consumer segmentation framework (the BehaviorScape framework), for category management and media and marketing planning. Spectra uses multiple database sources, including those from Consumer Services, Scarborough and third parties, to develop its proprietary framework. Ultimately, the framework establishes a connection between the retail stores in which products are distributed, and the various types of consumers who shop in these stores.

Analytical Consulting Services (ACS)

ACS consists of modeling capabilities and analysis to help clients make marketing and sales decisions, particularly through our Assortment, Marketing Mix and Price & Promotion practice areas. ACS’s proprietary Decisionsmart software tool enables clients to develop trade planning and promotion schedules and forecasts, interpret outputs of applications and provide recommendations to better drive trade planning and promotions.

Media

Our Media segment consists of businesses that are leading providers of media, online, mobile and entertainment measurement information. This segment measures audiences, program and commercial occurrences, advertising spending, consumer spending, consumer engagement and other consumer behavior globally for television (Nielsen Media, AGB Nielsen Media and Nielsen IAG), the internet (Nielsen Online), mobile phones (Nielsen Mobile), motion pictures, music, video, books, print, place-based and other emerging media. This segment also provides solution services, applications and tools (through Nielsen Claritas, Nielsen IMS and Nielsen Media Solutions) to complement and integrate our critical Media and Consumer Services measurement information, allowing media owners, advertising agencies, advertisers and retailers to plan and optimize their marketing strategies. Media is particularly strong in the television audience measurement market where our Nielsen audience estimates are widely accepted as the “currency” for both buyers and sellers of television advertising world-wide, an industry that had approximately $160 billion of annual expenditures in 2007 according to the PricewaterhouseCoopers Global Entertainment & Media Outlook. Nielsen Media estimates television usage both nationally and across all the 210 local television markets in the U.S. Our leading market position in researching the U.S. television audience has been achieved as a result of continued investment and over 50 years of experience providing clients with reliable audience estimates.

Media has a diversified client base, consisting of over 25,000 individual clients including leading broadcast, cable and internet companies such as Auditel, BARB, CBS, Comcast, Disney/ABC, Google, Microsoft, NBC/Universal, News Corp., OzTam, Time Warner and Univision; leading advertising agencies such as IPG, Omnicom and WPP; leading wireless companies such as Verizon and AT&T; leading film studios such as 20th Century Fox, Disney, Paramount, Warner Bros. and other leading media companies. Media’s business model allows for both high revenue visibility and consistent, predictable growth as a result of multi-year contracts and high contract renewal rates (over 95% in the U.S. television audience measurement service). At the beginning of each fiscal year, more than 70% of the segment’s revenue base for the upcoming year is typically committed under existing agreements. The average length of Media’s relationships with its top ten clients in 2008 was more than 30 years. Our clients value the high quality service offerings and technology, which we maintain and improve through continuous innovation and patent protection. For the fiscal year ended December 31, 2008, Media generated approximately 35% of our revenue.

Our Media segment is comprised of Nielsen Media, Nielsen Online, Nielsen Mobile, Nielsen Claritas, Nielsen IAG and Nielsen Entertainment. These divisions provide many different services including television audience measurement, internet audience and usage measurement, mobile media measurement, consumer behavior measurement and the measurement of consumer entertainment retail activities.

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Nielsen Media

Television Audience Measurement. Nielsen measures the size and demographic composition of television audiences in 28 countries worldwide. Television broadcasters and cable networks use this information as a tool to establish the value or currency of their airtime and more effectively schedule and promote their programming. Advertisers use this information to plan television advertising campaigns, evaluate the effectiveness of their commercial messages and negotiate advertising rates.

Nielsen collects audience data from demographically balanced samples of randomly selected, opt-in households. In the U.S., Nielsen Media provides two principal ratings services: measurement of national television audiences (“National Ratings Services”) and measurement of local television audiences in each of the 210 designated television markets (“Local Ratings Services”). Outside the U.S., AGB Nielsen Media provides ratings services measuring television audiences in 26 countries, including Australia, Italy, Turkey and the United Kingdom. Nielsen uses various methods to collect the data from households, including electronic meters and written diaries. Our electronic meters include Set Meters (e.g. Active/Passive Meters) and People Meters. A Set Meter is attached to consumer devices (TV, VCR, DVR, etc.) and electronically captures household-level tuning data by monitoring the content or the channel to which the device is tuned. Our U.S. metered ratings services use Active/Passive metering technology, which measures television tuning in the digital broadcast environment, enabling us to reflect time-shifted viewing from digital video recorders in our ratings, as well as prepare for the transition to full digital broadcasting in the United States, currently scheduled for June 12, 2009. People Meters are attached to Set Meters, and add electronic persons measurement functionality to the rating service, enabling Nielsen to not only collect television device tuning data (i.e., what channel is being viewed) but also the demographics of the persons in the audience (i.e., who in the household is watching).

Our U.S. National Ratings Service is based on a representative opt-in sample of approximately 17,000 households using meters for tuning and persons measurement. Approximately 95% of those U.S. National households are measured using Active/Passive Meters.

Our Local Ratings Service uses People Meters in the top 18 local television markets, a combination of Set Meters and written diaries in the next 38 local television markets, and only written diaries in the remaining 154 local television markets. People Meters will be introduced into an additional six local television markets in 2009, with one additional market planned to be introduced in 2010. When People Meters are introduced into these additional markets, approximately 49% of households in our Local Ratings Service will be measured by People Meters. Given current economic and market conditions, we have currently suspended our plans to expand our People Meter service beyond these 25 markets. We continue to work closely with our clients to determine the appropriate pacing for the deployment of People Meter and other electronic persons measurement technologies beyond these 25 local television markets.

Each day, information is downloaded overnight from the electronic meters in sample homes and media monitoring sites in our markets to our servers, where the data is subject to quality control including digital coding program, station, cable system, network and syndicated verification. We then process the information into databases and reports, which are then distributed to our clients. In addition, our clients license Nielsen software which enables them to access, manipulate and customize varying levels of information directly from the Nielsen database.

In response to the transformation of the television industry into a multi-platform business, Nielsen continues its Anytime Anywhere Media Measurement product program known as “A2/M2”. This program develops and deploys technology to measure new ways consumers are watching television, such as on the internet, outside the home, and via personal mobile devices. Our A2/M2 program pursues initiatives such as the measurement of online streaming video, the measurement of both television and Internet activity and the data fusion of television, Internet and mobile samples. The A2/M2 program is dedicated to providing clients with high quality measurement and insights, enabling them to appropriately value media content and advertising made available through the emerging, multi-platform digital environment.

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Advertising Information Services (“AIS”). AIS provides commercial occurrence data and tracks the proportion of all advertising in international markets within a product category attributable to a particular brand or advertiser and is similar to our Monitor-Plus service in the U.S. We measure advertising expenditures, placements and creative content in 21 countries by company, by brand, and by product category across monitored media. Such media include print, outdoor advertising, radio and freestanding inserts as well as television. Clients use this service to manage their media spend by benchmarking their own performance against that of their competitors. We provide advertising information services in the U.S. under our Monitor-Plus brand.

Nielsen Digital Plus. Nielsen Digital Plus provides advanced tuning metrics based on data retrieved from digital set top boxes (STBs). These data, combined with Nielsen’s traditional measurement, allow clients to create new insights by evaluating digital media activity and gauging its potential impact on consumer behavior.

Nielsen IAG. Nielsen IAG collects engagement metrics about advertising, product placement, and program sponsorship occurring across all broadcast and major cable networks in the United States. Nielsen IAG accomplishes this by conducting over 100,000 surveys daily about the television programs panelists watched the night before, giving marketers the ability to optimize the performance of their campaigns while they are being conducted.

Media Solutions Service, Applications and Tools. Our Media division also provides a number of other products and services. Interactive Market Systems (“IMS”) provides media planning and analysis software to analyze both industry and proprietary research data. The software is used by advertising agencies, advertisers, publishers, broadcasters, other media owners and researchers. IMS software can be used for television, press, radio, outdoor and internet planning. Nielsen Tracking services allow our clients to evaluate and better mange their television advertising campaigns on an ongoing basis, rather than waiting weeks to conduct post-campaign analyses. Scarborough Research, a joint venture between Nielsen and Arbitron, Inc., measures the lifestyle and shopping patterns, media behaviors, and demographics of consumers at regular intervals through telephone surveys, product booklets and diaries in over 80 local markets within the U.S. Nielsen Claritas provides various demographic, lifestyle and segmentation services. It provides recommendations on site selection for new retail stores and information for consumer targeting for direct mail campaigns, in each case primarily outside of the consumer packaged goods industry. Clients use Claritas to determine certain characteristics of their potential and existing clients such as where they live and shop, what they buy and how to best reach them. This information contributes to clients’ strategies regarding direct mailing activities at household and individual levels, as well as mass-marketing activities.

Nielsen Online

In October of 2007, Nielsen announced the formation of Nielsen Online, comprised of its NetRatings and BuzzMetrics services. Nielsen Online is a global provider of internet media and market research. Its clients use this data to make informed business decisions regarding their internet marketing strategies, including buying and selling online advertising, tracking consumer behavior and competitive benchmarking. Its services include: internet audience and demographic measurement (e.g., SiteCensus); internet advertising intelligence; and internet market research. Our SiteCensus product employs a technology at the client’s server side to deliver a census-based count of internet traffic by site. Clients access this information in real time and the aggregated SiteCensus data forms our Market Intelligence service.

Nielsen Online collects information through representative panels that track panelists’ at-home and at-work computer and internet activity. Panelists are recruited through a variety of methods, including random digit dialing and online surveys, as well as through partnerships with local market research providers. We have approximately 540,000 individuals under measurement in countries including the U.S., the United Kingdom, France and Germany. We use the data to produce syndicated and custom reports that are delivered to clients via online delivery tools on a weekly or monthly basis.

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Nielsen Online also tracks, measures and analyzes consumer-generated media (“CGM”) on the internet, including opinions, advice, consumer-to-consumer discussions and shared personal experiences to provide market intelligence to its clients. Internet sources include online forums, boards, blogs and Usenet newsgroups. CGM plays an influential role in driving consumer perceptions, awareness and purchase behavior. We deliver studies and services to clients to help them understand the impact of CGM and how to integrate CGM into brand building, product development, customer service and corporate communications strategies.

Nielsen Mobile

Nielsen Mobile provides syndicated consumer research and independent measurement for telecom and media companies in the convergence marketplace. Clients rely upon our data to make consumer marketing, competitive strategy and resource allocation decisions. We measure media and data content and analyze consumer behavior, attitudes and experiences on mobile devices worldwide. Among other things, Nielsen Mobile measures point-of-sale revenue performance (e.g., purchases of mobile games, music and ring tones) and share of mobile internet, TV and video audiences. By integrating our mobile media data with Nielsen’s other audience measurement services, we track and measure consumer behavior across multiple media platforms. We also benchmark the end-to-end consumer experience to pinpoint problem areas in the service delivery chain, track key performance metrics for mobile devices and identify key market opportunities (e.g., by tracking demand for device features and services).

Nielsen Entertainment

Nielsen Entertainment provides measurement information to the entertainment industry through various products and services. Nielsen Entertainment captures box-office results from more than 60,000 movie screens across 19 countries, including, among others, the U.S., Canada and Mexico. Clients use this information in deciding where and for how long a movie will play, as well as the allocation of advertising and promotional dollars. Through Nielsen Soundscan, Bookscan, Gamescan, VODscan and Videoscan, Nielsen tracks and reports in-store and online retail sales to consumers of audio products, books, video games, video-on-demand and video entertainment products. Clients use these services to monitor their market share.

Business Media

Our Business Media segment is one of the largest providers of integrated business-to-business information in the world. This segment has approximately 60 trade shows, 28 print publications and 250 digital products (including websites, online newsletters, virtual tradeshows and webinars), targeted to specific industry groups. Our Business Media segment is anchored by the U.S. trade show business, which is characterized by high margins, diversified end markets and strong free cash flow. The trade show business operates leading trade shows across a wide range of industries, such as jewelry, general merchandise and kitchen & bath design. In addition, our publications, such as Billboard and The Hollywood Reporter, benefit from leading brand name recognition and established audiences. Clients include professionals and advertisers from a variety of industries including marketing, media, advertising, entertainment, information technology, career management and finance. For the fiscal year ended December 31, 2008, Business Media generated approximately 9% of our revenue.

Trade Shows. Each year, we produce approximately 60 trade shows in the U.S. for attendees principally comprised of retailers, distributors and business professionals. Industry leaders use these events to sell existing products and to promote the launch of new products in order to reach decision-makers in their respective industries. Our portfolio is diversified across a large number of end markets. Leading events include the Hospitality Design Conference and Expo, the Kitchen/Bath Industry Show and Conference, Associated Surplus Dealers/Associated Merchandise Dealers shows, the Interbike International Bike Show and Expo and the JA International Jewelry Summer and Winter Shows.

Publications & Online Media. In the U.S., we publish trade publications and maintain related online sites across various segments including marketing and media, retail trade, construction, real estate, travel,

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entertainment, health, jewelry and gifts, among others. These publications are distributed to approximately 850,000 readers; however, these levels are continuing to decline as a result of migration to digital platforms. Titles include Billboard, The Hollywood Reporter, Adweek, Brandweek, Film Journal International, Commercial Property News and National Jeweler. Billboard covers leading music artists and the marketing plans for their upcoming releases, including music videos. The Hollywood Reporter is a leading film and entertainment magazine, which keeps industry professionals abreast of films that are in production and development. Brandweek and Adweek are leading sources for the latest brand management strategies and tools. The websites related to these titles provide further information on their respective industry groups and developments. Our online media offerings and publications attract brand managers who we then help to build an integrated, business-to-business marketing campaign that reaches retailers through many of the same online and print media.

Sales and Marketing

Our Consumer Services and Media services are typically comprised of information, the software tools to access that information and a client service team to help interpret the information and ensure that the client derives maximum value from our services. In Consumer Services, the client service team is often located at the client site, and can also be available on an “as-needed” basis, either in person or by phone. Client service is responsible for both managing the client relationship and developing new sales opportunities with the client. The majority of services are usually provided on an ongoing or continuous basis, and therefore typically agreed to for multiple years.

Large clients typically subscribe to a market measurement service from Nielsen or one of its competitors, so an important role of client service is to focus on client retention and to win business held by competitors. Another key client service responsibility is to sell additional products and services beyond the core measurement services. These additional services include targeting and segmentation (Nielsen Homescan, Spectra), new product testing (BASES) and other analytical applications and services.

Our large clients often need to monitor their business on a regional or global basis. To meet this need, Nielsen will sometimes assign a senior client service professional to be the regional or global account manager. This person may be based at the client’s headquarters building, where he or she can develop relationships with the client’s senior executives, further enhancing our client relationship. At the same time, many smaller target companies do not subscribe to a continuous measurement service so we also employ a specialist client service team to target this market opportunity with offerings tailored to fit the needs of smaller companies.

Marketing activities are focused on strategic marketing, product management, new product development and ensuring that our client service team is well-equipped with information and support materials on Nielsen’s product and service offerings. Our marketing communications strategy is set globally, while activities are managed on a regional and business unit basis. Nielsen’s investment in client service means that we have personal contact with our clients on a daily basis. Nielsen’s positioning among clients is increasingly focused on thought leadership initiatives which provide opportunities to engage clients and prospective clients with sales materials (brochures, fact sheets, client advisory boards, websites) and content in the form of blogs, newsletters and speaking opportunities at conferences. This targeted approach limits spending on advertising and public relations

Competition

Consumer Services

Nielsen has numerous competitors in its various lines of business throughout the world. Competition includes companies specializing in marketing research, the in-house research departments of manufacturers and advertising agencies, retailers that sell information directly or through brokers, information management and software companies and consulting and accounting firms. In retail measurement services, Nielsen’s principal competitor in the U.S. is Information Resources, Inc. Information Resources, Inc. is also active in Europe, Eastern Europe and other geographic areas. Our consumer panel services, custom research services and other

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data and analytical services business have direct and/or indirect competitors, including Taylor Nelson Sofres plc, which was recently acquired by WPP, and GfK AG in many markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability, comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price and geographic and market coverage.

Media

Nielsen has maintained a strong leadership position in the television ratings measurement industry both in the U.S. and globally. Nielsen’s ratings have been criticized on occasion by various participants in the television industry. This criticism, in part, may increase the likelihood of additional competition in the media research business. Outside of the U.S., AGB Nielsen Media faces competition from various competitors in several of the jurisdictions in which it operates, including WPP’s Kantar Media and IPSOS.

Nielsen Online faces competition in the United States and abroad for each of its products and services. Direct competitors include companies that provide panel-based internet measurement services, such as comScore, providers of site-centric Web analytics solutions, including Omniture, Coremetrics and WebTrends and companies that measure consumer generated media on the internet, such as Cymfony, BuzzLogic and Umbria. Nielsen Online also faces increased competition from individual websites that utilize their own method of measuring their audience and from other companies that develop new or alternative audience measurement technologies.

Nielsen Digital Plus faces competition globally from WPP’s Kantar Media and Rentrak, both which provide analytical, quantitative audience information obtained from set-top box and other cable distributor-generated data and/or tools to analyze such information. Our other Media businesses also face direct and indirect competition in most markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability, comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price and geographic and market coverage.

Business Media

The Business Media group faces competition in each of its principal product markets. Typically, there are several competitors that target the same industry sector. Furthermore, trade publications are subject to competition for advertising revenues from other media including the internet and trade shows through large media outlets such as Yahoo!, and, specifically in the U.S., our trade publications face competition from outlets such as Reed Elsevier. The competition for trade shows is highly fragmented, both by product offering and geography. Because of the availability of alternative venues and dates and the ability to define events for particular industry segments, the range of competition for exhibitor spending, sponsorships and attendees is extensive. Trade associations, with strong industry ties, also provide significant competition. The principal competitive factors in Business Media include the quality of information, quality and breadth of services, as well as level of client support, level of technical expertise and price.

Regulation

Data Protection

Our operations are subject to and affected by data protection laws in many countries. The number of countries in key business jurisdictions with data protection laws has been increasing. Compliance with these laws can impose administrative and operational burdens and other costs. These costs and burdens are more significant where the data are considered to be sensitive. The consequences of a compliance failure can include civil and criminal sanctions, negative publicity, data being blocked from use and liability under contractual warranties of compliance.

Data protection laws constrain whether and how personal data may be collected, how they may be used, how they must be stored, and whether, to whom and where they may be transferred. While the laws on personal

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data vary from country to country, certain basic principles are common to most data protection laws regardless of region or subject matter. For example, the data subject should receive notice of certain details of what information is being collected, and of its planned use, storage and transfer. Data protection laws usually contemplate some degree of choice on the part of the data subject over the collection and use of personal data. Future uses of personal data generally must conform to the disclosures in the notice that was the basis for consent. Personal data should be maintained in accurate form, and the data subject should have some level of access to the information to ensure accuracy. Finally, these laws generally require sufficient security around the personal data.

In many countries, “personal data” means information relating to an identifiable individual. Data protection laws do not apply to anonymous data, and usually do not apply to information about corporations. Personal data may be characterized as “sensitive” when they reveal information about a person’s health, religion and/or philosophy, politics, race and/or ethnicity, sexual preferences and/or practices, union membership, criminal records, finances, or location. All personal data may be subject to the data protection laws, but “sensitive” personal data typically are more highly regulated than non-sensitive data. Generally this means that for sensitive data the data subject’s consent should be more explicit and fully informed, and that security measures should be more rigorous.

Our products and services incorporate both non-sensitive and sensitive personal data. Sensitive personal data may be revealed by certain demographic data that are collected and by several of the consumption preferences that are tracked. These preferences include those concerning such items as books, magazines, music, videos, healthcare products and services, religious products and services such as kosher or vegetarian items, internet activity and cable/satellite television.

The greater constraints that apply to the collection and use of highly regulated data can have several consequences for us. For example, for panel management, the more rigorous consent measures may significantly depress cooperation from panel recruits and increase the administrative and operational burden and costs of panel recruitment and management. That and the more rigorous security measures required can significantly increase costs as compared to those for non-sensitive data. Also affected are products that incorporate data from or enhance the databases of third parties, especially such highly regulated entities as financial, telecommunications and healthcare institutions. Regulation of data from these sources can either eliminate their availability or increase the cost of using them due to the larger administrative and operational burden and expense associated with the required compliance measures. There also is a greater enforcement focus on highly regulated personal data as compared to non-sensitive data. In the event of a compliance failure there is a relatively higher risk of sanctions, civil and criminal liability and negative publicity.

In certain cases, regulation of third-party sources of data may offer us a competitive advantage where we are not covered by the regulation. For example, the value of our data on subjects such as video and cable or satellite viewing in the U.S. may be higher due to the fact that U.S. law prohibits the suppliers of those services from disclosing such personal data.

Certain means of data collection are more highly regulated than others. There is a greater regulatory focus on data collection methods that may not always be obvious to the data subject or that otherwise present a higher risk of abuse. Examples include: collecting data online, especially by means of cookies or similar technologies, or directly from children; collecting information by means of radio frequency identification (“RFID”) tags; and tracking an individual’s location, for example, by using global positioning satellites or RFID tags. The increased compliance costs associated with these means of data collection may reduce their cost-effectiveness or other advantages. Our product development plans contemplate certain of these data collection methods.

Transfer of personal data outside the country where they were collected is constrained by many data protection laws, most significantly by the European Union. This has an impact on how data can be most efficiently managed. For example, these constraints have a bearing on centralized database management, because

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multinational access to a central database may constitute a transfer of data to the point of access. Cross-border transfers are not flatly prohibited, but the compliance measures that must be implemented before such transfers are permitted impose significant operational burdens and costs. Most of the available compliance measures also increase our exposure to liability in the event of a compliance failure.

Employees

On December 31, 2008, we had approximately 36,000 full-time equivalent employees worldwide. A number of our employees outside of the U.S. are members of workers councils or other similar organizations. We believe that our success depends partly on our continuing ability to retain and attract highly qualified technical, sales and management personnel. Although qualified personnel are in high demand and competition exists for their services, we believe that we have been able to retain and attract highly qualified personnel. We believe our relationships with our employees are good.

Intellectual Property

We own registered marks for “Nielsen” and several other Nielsen brands and own or have applied for trademark registrations in the U.S. and in numerous jurisdictions outside the U.S. for many of our services and software products. We also have numerous trade secrets relating to data processing that are of material importance to our business. We have a number of registrations of our copyrights as well as a significant number of patents and patent applications pending including patents relating to audience measurement systems, broadcast encoding, internet content monitoring systems and automated data collection.

We rely upon a combination of patent, copyright, trademark, service mark and trade secret laws to protect Nielsen’s intellectual property including its proprietary services and software. Policies and practices to actively manage protection of our intellectual property are in place. Our personnel and representatives are required to maintain the confidentiality of our proprietary property and we actively seek to educate our employees and improve our processes and practices. Our programs support and promote the creation of patents and in respect of the rights of others, we employ practices to avoid the use of another parties’ intellectual property.

Technology and Operations

Our businesses are supported by an infrastructure that features advanced data processing technologies and services. We use leading technologies to support our proprietary data collection and warehousing systems. Examples include, in-home point-of-sale scanning solutions, internet-enabled retailer point-of-sale uploads, mobile handheld devices for our retail store auditing teams, proprietary in-home television monitoring capabilities (Set Meter, People Meter, Active/Passive Meter) and internet-based survey delivery and data capture. Scalable, networked, midrange and mainframe processors manage, manipulate and store this information in highly structured databases. Our delivery and data analysis software platforms enable access to our information products, as well as the ability to download information to the client’s desktop for use in common spreadsheet and presentation software. We provide these capabilities to our clients and other businesses via consistent, secure and convenient access through internet-based or dedicated telecommunication links. These technologies and services are supported by data center networks including Nielsen’s Global Technology and Information Center (“GTIC”) in Oldsmar, Florida. The GTIC campus includes our data center and network operations facility. This facility is designed for high-availability, high-performance delivery of information products to our clients and other businesses on a 365 day per year, 24 hour per day, continuous schedule. The GTIC is also designed for high-capacity database operations and is equipped with full internet backbone networking capability for connectivity to our clients and our other business locations.

Financial Information about Segments and Geographic Areas

See Note 16 to our consolidated financial statements, “Segments,” for further information regarding our operating segments and our geographic areas.

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Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports will be made available free of charge on our website at http://www.nielsen.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the SEC.

Our Corporate Governance Guidelines, Code of Conduct and the charters for each of the Audit Committee, Compensation Committee and the Corporate Governance Committee are available free of charge on our website at http://www.nielsen.com, or by writing to The Nielsen Company B.V. 770 Broadway, New York, New York 10003. Information on our website is not part of this report.

Item 1A. Risk Factors

The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations.

We may be unable to adapt to significant technological change which could adversely affect our business.

We operate in businesses that require sophisticated data collection and processing systems and software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. If we are unable to successfully adapt to changing technologies, either through the development and marketing of new products and services or through enhancements to our existing products and services, to meet client demand, our business, financial position and results of operations would be adversely affected. There can be no guarantee that we will be able to develop or acquire new techniques for data collection, processing and delivery or that we will be able to do so as quickly or as cost-effectively as our competition.

Moreover, the introduction of new products and services embodying new technologies and the emergence of new industry standards could render existing products and services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing products and services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our products and services. New products and services, or enhancements to existing products and services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

The increased use of radio frequency identification (“RFID”) technology may make it more difficult for our household panelists to transmit purchase data to us and may increase our costs of processing retail data, as our data processing systems are not configured to process RFID codes or handle the volume of data RFID codes would generate.

Traditional methods of television viewing are changing as a result of fragmentation of channels and digital and other new television technologies, such as video-on-demand, digital video recorders and internet viewing. This may have an adverse effect on the rates that our clients are willing to pay for network television commercials and, consequently, on the amounts they are willing to pay for our services. If we are unable to successfully adapt our media measurement systems to new viewing habits, our business, financial position and results of operations could be adversely affected.

There is a general industry trend toward online adoption of traditional print media in the business-to-business information field. Many of the publications produced by our Business Media segment are print publications. If we are unable to successfully adapt our Business Media products to an online media format, our business, financial position and results of operations could be adversely affected.

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Consolidation in the consumer packaged goods, media, entertainment, telecommunications and technology industries could put pressure on the pricing of our information products and services, thereby leading to decreased earnings.

Consolidation in the consumer packaged goods, media, entertainment, telecommunications and technology industries could reduce aggregate demand for our products and services in the future and could limit the amounts we earn for our products and services. When companies merge, the products and services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume compression and loss of revenue. While we attempt to mitigate the revenue impact of any consolidation by expanding our range of products and services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and operating results.

Client procurement strategies could put additional pressure on the pricing of our information products and services, thereby leading to decreased earnings.

Certain of our clients may continue to seek further price concessions from us. This puts pressure on the pricing of our information products and services, which could limit the amounts we earn. While we attempt to mitigate the revenue impact of any pricing pressure through effective negotiations and by providing services to individual businesses within particular groups, there can be no assurance as to the degree to which we will be able to do so, which could adversely affect our business, financial position and operating results.

Continued adverse market conditions, particularly in the consumer packaged goods, media, entertainment, telecommunications or technology industries in particular, could adversely impact our revenue.

Commencing in 2007 and continuing through 2008 and into 2009, a number of adverse financial developments have impacted the U.S. and global financial markets. These developments include a significant economic deterioration both in the U.S. and globally, volatility and deterioration in the equity markets, and deterioration and tightening of liquidity in the credit markets. The current economic environment has witnessed a significant reduction in consumer confidence and demand, impacting the demand for our customers’ products and services. Those reductions could adversely affect the ability of some of our customers to meet their current obligations to us and hinder their ability to incur new obligations until the economy and their businesses strengthen. The inability of our customers to pay us for our services and/or decisions by current or future customers to forego or defer purchases may adversely impact our business, financial condition, results of operations, profitability and cash flows and may continue to present risks for an extended period of time. We cannot predict the impact of the economic slowdown on our 2009 financial performance.

We expect that revenues generated from our marketing information and television audience measurement services and related software and consulting services will continue to represent a substantial portion of our overall revenue for the foreseeable future. To the extent the businesses we service, especially our clients in the consumer packaged goods, media, entertainment, telecommunications and technology industries, are subject to the financial pressures of, for example, increased costs or reduced demand for their products, the demand for our services, or the prices our clients are willing to pay for those services, may decline.

Clients of our Media segment derive a significant amount of their revenue from the sale or purchase of advertising. During challenging economic times, advertisers may reduce advertising expenditures and advertising agencies and other media may be less likely to purchase our media information services.

Our Business Media segment derives a significant amount of its revenues from the sale of advertising. During challenging economic times, our clients may reduce the amount of advertising in our publications and exhibitors may cut back on attending our events which would reduce Business Media’s exhibition revenue.

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The global financial markets have recently experienced significant deterioration and volatility recently, which has had negative repercussions on the global economy and, as a result, could adversely impact our pension plan liabilities.

The current deterioration in general economic conditions and the recent volatility in the securities markets may have an adverse impact on our pension plan liabilities, as the assets funding or supporting these liabilities are invested in securities that are subject to these fluctuations. The recent volatility in the market has resulted in a decline in value of the securities held by our pension plans. While the extent of this decline and the related effect of the funded status of the plans cannot yet be determined, such decreases may be material and may materially increase our liability and our potential plan funding obligations in the future.

We have suffered losses due to goodwill impairment charges and could do so again in the future

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), goodwill and indefinite-lived intangible assets are subject to annual review for impairment (or more frequently should indications of impairment arise). In addition, other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, in accordance with Statement of Financial Accounting Standards No. 144, “Impairment of Long-Lived Assets” (“SFAS 144”). The general economic slowdown has negatively impacted our financial results for the year ended December 31, 2008 and, as a direct result, we have recorded a goodwill impairment charge of $432 million, comprised of $336 million relating to our Business Media operating segment and $96 million relating to our Media Solutions reporting unit within our Media operating segment. Subsequent to the recognition of these impairment charges and as of December 31, 2008, we had goodwill and intangible assets of approximately $12.3 billion. Any further downward revisions in the fair value of our reporting units or our intangible assets could result in further impairment charges for goodwill and intangible assets that could materially affect our financial performance.

Our substantial indebtedness could adversely affect our financial health.

We have now and will continue to have a significant amount of indebtedness. On December 31, 2008, we had total indebtedness of $8,494 million. Furthermore, the interest payments on our indebtedness could reduce the availability of our cash flow.

Our substantial indebtedness could have important consequences. For example, it could:

• increase our vulnerability to the current general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• expose us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;

• restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limit our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;

• limit our ability to adjust to changing market conditions; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

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In addition, the indentures governing our outstanding notes and our credit facilities contain financial and other restrictive covenants that will limit the ability of our operating subsidiaries to engage in activities that may be in our best interests long-term. The failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. In January 2009, we issued $330 million in aggregated principal amount of 11.625% Senior Notes due 2014 at an issue price of $297 million, with cash proceeds of approximately $291 million net of estimated fees and expenses. While we may use a portion of these net proceeds to pay down existing indebtedness, we are not required to do so.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and product development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Our cash interest expense for the years ended December 31, 2008 and 2007 was $494 million and $533 million, respectively. At December 31, 2008, we had $5,620 million of floating-rate debt under our senior secured credit facilities and our existing floating rate notes. A one percent increase in our floating rate indebtedness would increase annual interest expense by approximately $56 million. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facilities, on commercially reasonable terms or at all.

The success of our business depends on our ability to recruit sample participants to participate in our research samples.

Our business uses scanners and diaries to gather consumer data from sample households as well as Set Meters, People Meters, Active/Passive Meters and diaries to gather television audience measurement data from sample households. It is increasingly difficult and costly to obtain consent from households to participate in the surveys. In addition, it is increasingly difficult and costly to ensure that the selected sample of households mirrors the behaviors and characteristics of the entire population and covers all of the demographic segments our clients’ request. Additionally, as consumers adopt modes of telecommunication other than traditional telephone service, such as mobile, cable and internet calling, it may become more difficult for our businesses to reach and recruit participants for consumer purchasing and audience measurement services. If we are unsuccessful in our efforts to recruit appropriate participants and maintain adequate participation levels, our clients may lose confidence in our ratings services and we could lose the support of the relevant industry groups. If this were to happen, our consumer purchasing and audience measurement businesses may be materially and adversely affected.

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Data protection laws may restrict our activities and increase our costs.

Data protection laws affect our collection, use, storage and transfer of personally identifiable information both abroad and in the U.S. Compliance with these laws may require investment or may dictate that we not offer certain types of products and services. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties. In addition, there is an increasing public concern regarding data protection issues, and the number of jurisdictions with data protection laws has been slowly increasing. There is also the possibility that the scope of existing privacy laws may be expanded. For example, several countries including the U.S. have regulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically, these regulations target sales activity and do not apply to survey research. If the laws were extended to include survey research, our ability to recruit research participants could be adversely affected. There can be no assurance that these initiatives or future initiatives would not adversely affect our ability to generate or assemble data or to develop or market current or future products or services.

Our success will depend on our ability to protect our intellectual property rights.

The success of our business will depend, in part, on:

• obtaining patent protection for our technology, products and services;

• defending our patents, copyrights, trademarks, service marks and other intellectual property;

• preserving our trade secrets and maintaining the security of our know-how and data; and

• operating without infringing upon patents and proprietary rights held by third parties.

We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws to protect the proprietary aspects of our brands, technology, data and estimates. These legal measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Our trade secrets, data and know-how could be subject to unauthorized use, misappropriation or disclosure, despite having required our employees, consultants, clients and collaborators to enter into confidentiality agreements. Our trademarks could be challenged, forcing us to rebrand our products or services, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. Given the importance of our intellectual property, we will enforce our rights whenever necessary and prudent to do so.

There can be no assurance that the intellectual property laws and other statutory and contractual arrangements we currently depend upon will provide sufficient protection in the future to prevent the infringement, use or misappropriation of our trademarks, patents, data, technology and other products and services. In addition, the growing need for global data, along with increased competition and technological advances, puts increasing pressure on us to share our intellectual property for client applications. Any future litigation, regardless of outcome, could result in substantial expense and diversion of resources with no assurance of success and could adversely affect our business, results of operation and financial condition.

If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected.

We face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could:

• be expensive and time consuming to defend;

• cause us to cease providing our products and services that incorporate the challenged intellectual property;

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• require us to redesign or rebrand our products or services; if feasible;

• divert management’s attention and resources; or

• require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements or stop the sale of certain products or services, any of which could have a negative impact on our operating profits and harm our future prospects and financial condition.

We generate revenues throughout the world which are subject to exchange rate fluctuations, and our revenue and net income may suffer due to currency translations.

Our U.S. operations earn revenue and incur expenses primarily in U.S. Dollars, while our European operations earn revenue and incur expenses primarily in Euros. Outside the U.S. and the European Union, we generate revenue and expenses predominantly in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. Dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure. This risk could have a material adverse effect on our business, results of operations and financial condition.

Our international operations are exposed to risks which could impede growth in the future.

We continue to explore opportunities in major international markets around the world. Our recent progress in rapidly developing markets such as China, Russia, India and Brazil illustrates our success with this strategy. We believe there is demand internationally for quality consumer packaged goods retail information from global retailers and audience information from global advertisers. However, international business is exposed to various additional risks, which could adversely affect our business, including:

• costs of customizing services for clients outside of the U.S.;

• reduced protection for intellectual property rights in some countries;

• the burdens of complying with a wide variety of foreign laws;

• difficulties in managing international operations;

• longer sales and payment cycles;

• exposure to foreign currency exchange rate fluctuation;

• exposure to local economic conditions; and

• exposure to local political conditions, including the risks of an outbreak of war, the escalation of hostilities, acts of terrorism and seizure of assets by a foreign government.

In countries where there has not been a historical practice of using consumer packaged goods retail information or audience measurement information in the buying and selling of advertising time, it may be difficult for us to maintain subscribers.

Criticism of our audience measurement service by various industry groups and market segments could adversely affect our business.

Due to the high-profile nature of our services in the media, internet and entertainment information industries, we could become the target of criticism by various industry groups and market segments. We strive to be fair, transparent and impartial in the production of audience measurement services, and the quality of our U.S.

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ratings services are voluntarily reviewed and accredited by the Media Rating Council, a voluntary trade organization, whose members include many of our key client constituencies. However, criticism of our business by special interests, and by clients with competing and often conflicting demands on the measurement service, could result in government regulation. While we believe that government regulation is unnecessary, no assurance can be given that legislation will not be enacted in the future that would subject our business to regulation, which could adversely affect our business.

A relatively small number of clients contribute a significant percentage of our total revenues.

A relatively small number of clients contribute a significant percentage of our total revenues. Our top ten clients accounted for approximately 22% of our total revenues for the year ended December 31, 2008. We cannot assure you that any of our clients will continue to use our services to the same extent, or at all, in the future. A loss of one or more of our largest clients, if not replaced by a new client or an increase in business from existing clients, would adversely affect our prospects, business, financial condition and results of operations.

We rely on third parties to provide certain data and services in connection with the provision of our current services.

We rely on third parties to provide certain data and services for use in connection with the provision of our current services. For example, our Consumer Services segment enters into agreements with third parties (primarily retailers of fast-moving consumer goods) to obtain the raw data on retail product sales it processes and edits and from which it creates products and services. These suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us for this data or refuse altogether to license the data to us. In addition, we may need to enter into agreements with third parties to assist with the marketing, technical and financial aspects of expanding our services for other types of media. In the event we are unable to use such third party data and services or if we are unable to enter into agreements with third parties, when necessary, our business and/or our potential growth could be adversely affected. In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected.

We rely on a third party for the performance of a significant portion of our worldwide information technology and operations functions, various services and assistance in certain integration projects. A failure to provide these functions, services or assistance in a satisfactory manner could have an adverse affect on our business.

Pursuant to the terms of a ten year agreement, effective February 19, 2008, we are dependant upon TCS for the performance of a significant portion of our information technology and operations functions worldwide, the provision of a broad suite of information technology and business process services, including general and process consulting, product engineering, program management, application development and maintenance, coding, data management, finance and accounting services and human resource services, as well as assistance in integrating and centralizing multiple systems, technologies and processes on a global scale. The success of our business depends in part on maintaining our relationships with TCS and their continuing ability to perform these functions and services in a timely and satisfactory manner. If we experience a loss or disruption in the provision of any of these functions or services, or they are not performed in a satisfactory manner, we may have difficulty in finding alternate providers on terms favorable to us, or at all, and our business could be adversely affected.

Long term disruptions in the mail, telecommunication infrastructure and/or air service could adversely affect our business.

Our business is dependent on the use of the mail, telecommunication infrastructure and air service. Long term disruptions in one or more of these services, which could be caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and/or acts of terrorism could adversely affect our business, financial position and operating results.

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Hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements may harm our business.

Our success depends on the efficient and uninterrupted operation of our computer and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the corruption or loss of data. While many of our businesses have appropriate disaster recovery plans in place, we currently do not have full backup facilities everywhere in the world to provide redundant network capacity in the event of a system failure. Despite any precautions we may take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability to deliver our products and services to our clients and could be costly to implement. Additionally, significant delays in the planned delivery of system enhancements and improvements, or inadequate performance of the systems once they are completed, could damage our reputation and harm our business. Finally, long-term disruptions in infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and acts of terrorism (particularly involving cities in which we have offices) could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

Our services involve the storage and transmission of proprietary information. If our security measures are breached and unauthorized access is obtained, our services may be perceived as not being secure and panelists and survey respondents may hold us liable for disclosure of personal data, and clients and venture partners may hold us liable or reduce their use of our services.

We store and transmit large volumes of proprietary information and data that contains personally identifiable information about individuals. Security breaches could expose us to a risk of loss of this information, litigation and possible liability and our reputation could be damaged. For example, hackers or individuals who attempt to breach our network security could, if successful, misappropriate proprietary information or cause interruptions in our services. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and resources to protect against or to alleviate problems. We may not be able to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, therefore we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose current and potential clients.

If we are unable to attract, retain and motivate employees, we may not be able to compete effectively and will not be able to expand our business.

Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve clients and expand our business, in many locations around the world. Competition for highly qualified, specialized technical and managerial, and particularly consulting personnel is intense. Recruiting, training and retention costs and benefits place significant demands on our resources. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our revenues.

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Subsequent to December 31, 2008 our internal controls over financial reporting may not be effective and we and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Section 404 of the Sarbanes Oxley Act of 2002 and rules and regulations of the SEC thereunder require that companies who are required to file reports under section 13(a) or 15(d) of the Securities Exchange Act 1934 evaluate their internal controls over financial reporting in order to allow management to report on, and their independent auditors to attest to, their internal controls over financial reporting. Management has conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2008 based on the framework and criteria established in Internal Control—Integration Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, we have concluded that our internal controls over financial reporting were effective as of December 31, 2008. Our independent registered public accounting firm will not be required to certify as to the effectiveness of our internal controls over financial reporting until December 31, 2009. If we and our independent registered public accounting firm were not be able to certify as to the effectiveness of our internal controls over financial reporting for periods subsequent to December 31, 2008, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs to improve our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations.

Changes in tax laws or their application or the loss of Dutch tax residence may adversely affect our reported results.

We operate in approximately 100 countries worldwide and our earnings are subject to taxation in many differing jurisdictions and at differing rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. We are treated as a Netherlands tax resident for Dutch tax purposes. Tax laws that apply to our business may be amended by the relevant authorities, for example as a result of changes in fiscal circumstances or priorities. In addition, we may lose our status as a Dutch tax resident. Such amendments or their application to our business or loss of tax residence, may significantly adversely affect our reported results.

We are controlled by a group of private equity firms, whose interests may not be aligned with ours or yours.

AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (collectively the “Sponsors”) have the power to control our affairs and policies. The Sponsors also control the election of the supervisory board, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. Ten of our thirteen supervisory board members are affiliated with the Sponsors. The members elected by the Sponsors have the authority, subject to the terms of our debt, to issue additional shares, implement share repurchase programs, declare dividends, pay advisory fees and make other decisions, and they may have an interest in our doing so. The interests of the Sponsors could conflict with your interests in material respects. Furthermore, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us, as well as businesses that represent major clients of our businesses. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of our outstanding ordinary shares, they will continue to be able to strongly influence or effectively control our decisions.

We are subject to significant competition.

We are faced with a number of competitors in the markets in which we operate. Our competitors in each market may have substantially greater financial marketing and other resources than we do and there can be no assurance that they will not in the future engage in aggressive pricing action to compete with us. Although we

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believe we are currently able to compete effectively in each of the various markets in which we participate, we cannot assure you that we will be able to do so or that we will be capable of maintaining or further increasing our current market share. Our failure to compete successfully in our various markets could adversely affect our business, financial condition, results of operations and cash flow.

The presence of our Global Technology and Information Center in Florida heightens our exposure to hurricanes and tropical storms.

The technological data processing functions for certain of our U.S. operations are concentrated at our Global Technology and Information Center (“GTIC”) at a single location in Florida. Our geographic concentration in Florida heightens our exposure to a hurricane or tropical storm. These weather events could cause severe damage to our property and technology and could cause major disruption to our operations. Although our GTIC was built in anticipation of a severe weather event and we have insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits and/or we may have difficulty obtaining similar insurance coverage in the future. We cannot assure you that a hurricane or tropical storm could not have an adverse impact on our business.

We may be subject to antitrust litigation or government investigation in the future.

In the past, certain of our business practices have been investigated by government antitrust or competition agencies, and we have on several occasions been sued by private parties for alleged violations of the antitrust and competition laws of various jurisdictions. Following some of these actions, we have changed certain of our business practices to reduce the likelihood of future litigation. Each of these material prior legal activities has been resolved. There is a risk based upon the leading position of certain of our business operations that we could, in the future, be the target of investigations by government entities or actions by private parties challenging the legality of our business practices. Also, in markets where the retail trade is concentrated, regulatory authorities may perceive certain of our retail services as potential vehicles for collusive behavior by retailers or manufacturers. There can be no assurance that any such investigation or challenge will not result in an award of money damages, penalties or some form of order that might require a change in the way that we do business, which change could adversely affect our revenue stream and/or profitability.

The use of joint ventures, over which we do not have full control, could prevent us from achieving our objectives.

We have conducted and will continue to conduct a number of business initiatives through joint ventures, some of which are or may be controlled by others and which may prevent us from achieving our objectives. Our joint venture partners might have economic or business objectives that are inconsistent with our objectives. Our joint venture partners could go bankrupt, leaving us liable for their share of joint venture liabilities. Although we generally will seek to maintain sufficient control of any joint venture to permit our objectives to be achieved, we might not be able to take action without the approval of our joint venture partners. Also, our joint venture partners could take appropriate actions binding on the joint venture without our consent. Accordingly, the use of joint ventures could prevent us from achieving their intended objectives. The terms of our joint venture agreements may limit our business opportunities.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties and Facilities

We lease property in more than 640 locations worldwide. We also own seven properties worldwide, including our offices in Oxford, United Kingdom, Mexico City, Mexico and Sao Paulo, Brazil. Our leased property includes offices in New York, New York, Oldsmar, Florida, and Markham, Canada. We lease property

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in Oldsmar, Florida which we use as our GTIC. In addition, we are subject to certain covenants including the requirement that we meet certain conditions in the event we merge into or convey, lease, transfer or sell our properties or assets as an entirety or substantially as an entirety to, any person or persons, in one or a series of transactions.

Item 3. Legal Proceedings

In addition to the legal proceedings described below, we are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will have a material adverse effect on our business, financial condition or results of operations.

D&B Legacy Tax Matters

In November 1996, D&B, then known as The Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the A.C. Nielsen Company (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off The Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”) and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. During the year ended December 31, 2008, Nielsen paid $6 million to settle its portion of one of the outstanding tax matters previously in arbitration, including $1 million in interest. As of December 31, 2008, Nielsen has $11 million of remaining accruals, which are considered to be adequate to cover any liabilities associated with the remaining matters.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of our fiscal year ended December 31, 2008.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

There is no established public trading market for our common stock. In May 2008, Valcon Acquisition B.V. acquired the remaining Nielsen common shares through a statutory squeeze-out procedure pursuant to Dutch legal and regulatory requirements and therefore held 100% of the Company’s outstanding common shares as of December 31, 2008.

No dividends have been declared on our common stock for the years ended December 31, 2008 or 2007 or the period from May 24, 2006 through December 31, 2006. Our senior secured credit facility and debenture loans contain restrictions on our ability to pay dividends on our common stock. See Note 10 to our consolidated financial statements, “Long-term Debt and Other Financing Arrangements,” for a description of our senior secured credit facility, debenture loans and these dividend restrictions.

Item 6. Selected Financial Data

The following table sets forth selected historical consolidated financial data of Nielsen as of the dates and periods indicated. The selected consolidated statement of operations data for the period from January 1, 2006 to May 23, 2006 have been derived from our predecessor audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The selected consolidated statement of operations data for the years ended December 31, 2008 and 2007 and the period from May 24, 2006 to December 31, 2006 and the selected consolidated balance sheet data as of December 31, 2008 and 2007 have been derived from our successor audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The selected consolidated balance sheet data as of December 31, 2006 have been derived from our successor audited consolidated financial statements, which are not included in this Form 10-K. The selected consolidated statement of operations data for the years ended December 31, 2005 and 2004 and the selected consolidated balance sheet data as of December 31, 2005 and 2004 have been derived from our predecessor audited consolidated financial statements which are not included in this Form 10-K. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The audited financial statements from which the historical financial information for the periods set forth below have been derived were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this Form 10-K.

	(Successor)									(Predecessor)
(IN MILLIONS)	Year Ended December 31, 2008(1)			Year Ended December 31, 2007(2)			May 24- December 31, 2006(3)			January 1- May 23, 2006			Year Ended December 31,
													2005(4)		2004(5)
Statement of Operations Data:
Revenues	$	5,012		$	4,707		$	2,548		$	1,626		$	4,059	$	3,814
(Loss)/income from continuing operations		(521	)		(282	)		(279	)		(14	)		172		278
(Loss)/income from continuing operations per common share (basic)		*			*			*			(0.06	)		0.64		1.07
(Loss)/income from continuing operations per common share (diluted)		*			*			*			(0.06	)		0.64		1.07
Cash dividends declared per common share		—			—			—			—			0.15		0.66

* Not included for the Successor periods as no publicly traded shares were outstanding.

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	(Successor)						(Predecessor)
	December 31,						December 31,
(IN MILLIONS)	2008		2007		2006		2005		2004
Balance Sheet Data:
Total assets	$	15,358	$	16,254	$	16,023	$	10,663	$	13,801
Long-term debt excluding capital leases		8,307		7,967		7,674		2,482		4,531
Capital leases		121		130		145		155		163

(1) The loss in the year ended December 31, 2008 was primarily due to $639 million of interest expense, a goodwill impairment charge of $432 million and $120 million in restructuring costs.

(2) The loss in the year ended December 31, 2007 was primarily due to $648 million of interest expense, $105 million in foreign currency exchange transaction losses and $137 million in restructuring costs.

(3) The loss in the period May 24, 2006 to December 31, 2006 was primarily due to $372 million of interest expense, the $90 million deferred revenue purchase price adjustment, $71 million in foreign currency exchange transaction losses and $68 million in restructuring costs.

(4) The 2005 income from continuing operations included $55 million in costs from the settlement of the antitrust agreement with IRI, a $36 million payment of failed deal costs to IMS Health and a $102 million loss from the early extinguishment of debt.

(5) The 2004 income from continuing operations included a $135 million goodwill impairment charge.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis should be read together with the accompanying consolidated financial statements and related notes thereto. In addition, the following discussion and analysis covers periods both prior to and subsequent to the Valcon Acquisition (as defined below). Accordingly, historical periods may not be comparable with the periods presented after the Valcon Acquisition. 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. These forward-looking statements are subject to numerous risks and uncertainties. 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 and will be, as the case may be, 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. See “Cautionary Statement Regarding Forward Looking Statements” in Part I of this Annual Report on Form 10-K. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

Background and Basis of Presentation

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition B.V. (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”), which held 99.4% of Nielsen’s outstanding common shares as of December 31, 2007. Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (“Valcon Acquisition”). In May 2008, Valcon acquired the remaining Nielsen common shares through a statutory squeeze-out procedure pursuant to Dutch legal and regulatory requirements and therefore held 100% of Nielsen’s outstanding common shares as of December 31, 2008. Valcon also acquired 100% of the Nielsen preferred B shares in the period from May 24, 2006 to December 31, 2006, which were subsequently canceled. The common and preferred shares were delisted from the NYSE Euronext on July 11, 2006.

In connection with the Valcon Acquisition in May 2006, Valcon entered into a senior secured bridge facility (“Valcon Bridge Loan”) under which Valcon had borrowed $6,164 million as of August 2006 when the Valcon Bridge Loan was settled and replaced with permanent financing consisting of (i) senior secured credit facilities consisting of seven-year $4,175 million and €800 million senior secured term loan facilities and a six-year $688 million senior secured revolving credit facility and (ii) debt securities, consisting of $650 million 10% and €150 million 9% Senior Notes due 2014 of Nielsen Finance LLC and Nielsen Finance Co., $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 of Nielsen Finance LLC and Nielsen Finance Co. and €343 million 11.125% Senior Discount Notes due 2016 of Nielsen. See “—Liquidity and Capital Resources” for a further discussion of the financing transactions related to the Valcon Acquisition.

Valcon’s cost of acquiring Nielsen and related debt has been pushed down to establish the new accounting basis in Nielsen. The Valcon Acquisition has been accounted for in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The allocation of purchase price was based on fair values of the assets acquired and liabilities assumed as of May 24, 2006.

Our consolidated statements of operations, cash flows and shareholders’ equity are presented for two periods: Successor, for the years ended December 31, 2008 and 2007 and the period from May 24, 2006 to December 31, 2006 following the consummation of the Valcon Acquisition; and Predecessor, for the period from January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition. As a result of the Valcon Acquisition and the resulting change in ownership, we are required to separately present our operating results for the Successor and the Predecessor periods for the year ended December 31, 2006.

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In the following discussion, the 2006 results are adjusted to reflect the pro forma effect of the Valcon Acquisition as if it had occurred on January 1, 2006. The results for the year ended December 31, 2007 are compared to the pro forma basis for the year ended December 31, 2006. Management believes this to be the most meaningful and practical way to comment on our results of operations.

Overview of our Business

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. We operate in approximately 100 countries and are headquartered in Haarlem in the Netherlands and New York in the United States. Through our broad portfolio of products and services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure internet audiences and produce trade shows, print publications and digital products. We currently operate, and therefore report, in three segments: Consumer Services, Media and Business Media.

Our Business Segments

Our Consumer Services segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. These services help our clients make marketing and sales decisions by providing expertise in such areas as performance measurement, consumer segmentation and targeting, marketing mix, price and promotion, distribution strategy and execution and forecasting. Our expertise results from the integration of our core data services with an advanced professional services client service model. Core services from our Consumer Services segment include retail measurement services (ScanTrack), household consumer panels (Nielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra), customized research services and marketing optimization services (Analytical Consulting). We believe these products and services give our clients a competitive advantage in making informed decisions in today’s fast-moving and complex marketplace. Our Consumer Services segment operates in approximately 100 countries. We believe one of our primary strengths is our global presence, which is increasingly important in today’s environment as our largest clients operate globally and continue to expand and invest in developing markets. Spectra was moved from Other Services to Consumer Panel within the segment in 2008.

Our Media segment consists of businesses that are leading providers of media, online, mobile and entertainment measurement information. This segment measures audiences, program and commercial occurrences, advertising spending, consumer spending, consumer engagement and other consumer behavior world-wide for television (Nielsen Media, AGB Nielsen Media and Nielsen IAG), the internet (Nielsen Online), mobile phones (Nielsen Mobile), motion pictures, music, video, books, print, place-based and other emerging media. This segment also provides solution services, applications and tools (through Nielsen Claritas, Nielsen IMS and Nielsen Media Solutions) to complement and integrate our critical Media and Consumer measurement information, allowing media owners, advertising agencies, advertisers and retailers to plan and optimize their marketing strategies. During 2007, to conform to a change in presentation reflected in management reporting, we reclassified Claritas, our target marketing solutions business, from Consumer Services to the Media segment.

Our Business Media segment is one of the largest providers of integrated business-to-business information in the world. This segment produces approximately 60 trade shows, 28 print publications and 250 digital products (including websites, online newsletters, virtual tradeshows and webinars), targeted to specific industry groups.

Our revenue is highly diversified by business segment. In 2008 and 2007, respectively, 56% and 56% of our revenues were generated by Consumer Services, 35% and 33% from our Media segment and the remaining 9% and 11% was generated by Business Media.

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Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. The most significant of these estimates relate to: revenue recognition; business combinations including purchase price allocations; accruals for severance, pension costs and other post-retirement benefits; accounting for income taxes; and valuation of long-lived assets including goodwill and indefinite-lived intangible assets, computer software and share-based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the valuation of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results could vary from these estimates under different assumptions or conditions. The accounting policies followed by us for the Successor period are consistent with those of the Predecessor period except for the adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and other Post Retirement Plans,” which we early-adopted as of the Valcon Acquisition date and the adoption of the provisions of FASB interpretation No. 48, “Accounting For Uncertainty in Income Taxes,” (FIN 48) on January 1, 2007. For a summary of the significant accounting policies, including critical accounting policies discussed below, see Note 1 to the consolidated financial statements “Description of Business, Basis of Presentation and Significant Accounting Policies.”

Revenue Recognition

In accordance with the provisions of SEC Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition”, we recognize our revenues for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectibility of the related revenue is reasonably assured.

A significant portion of our revenue is generated from our media and marketing services. We generally recognize revenue from the sale of our services and products based upon fair value as the services are performed, which is usually ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

Our revenue arrangements may include “Multiple Deliverables” as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”. In these arrangements, the individual deliverables within the contract are separated and recognized upon delivery based upon their fair values relative to the total contract value, to the extent that the fair values are readily determinable and the deliverables have stand-alone value to the customer (the “relative fair value method”).

A discussion of our revenue recognition policies, by segment, follows:

Consumer Services

Revenue, primarily from retail measurement services and consumer panel services, is recognized on a straight-line basis over the period during which the services are performed and information is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

We perform customized research projects that are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the final report has been delivered to the customer.

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Media

Revenue is primarily generated from television audience and internet measurement services and is recognized on a straight-line basis over the contract period, as the service is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Business Media

Revenue for publications, sold in single copies via newsstands and/or dealers, is recognized in the month in which the magazine goes on sale. Revenue from printed circulation and advertisements included therein is recognized on the date it is available to the consumer. Revenue from electronic circulation and advertising is recognized over the period during which both are electronically available. The unearned portion of paid magazine subscriptions is deferred and recognized on a straight-line basis with monthly amounts recognized on the magazines’ cover date.

For products, such as magazines, sold to customers with the right to return unsold items, revenues are recognized when the products are shipped, based on gross sales less an allowance for future estimated returns. Revenue from trade shows and certain costs are recognized upon completion of each event.

Business Combinations

We account for our business acquisitions under the purchase method of accounting. The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses, if any.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. We have designated October 1^st as the date in which the annual assessment is performed as this timing corresponds with the development of our formal budget and business plan review. We review the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. We established, and continue to evaluate, our reporting units based on our internal reporting structure and generally define such reporting units at our operating segment level or one level below. The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily by an income approach using a discounted cash flow analysis and a market-based approach.

A discounted cash flow analysis requires the use of various assumptions, including expectations of future cash flows, growth rates, discount rates and tax rates in developing the present value of future cash flow projections. Many of the factors used in assessing fair value are outside of the control of management, and these assumptions and estimates can change in future periods. Changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit, and therefore could affect the amount of potential impairment. The following assumptions are significant to our discounted cash flow analysis:

• Business projections—the assumptions of expected future cash flows and growth rates are based on assumptions about the level of business activity in the marketplace as well as applicable cost levels that drive our budget and business plans. The budget and business plans are updated at least annually and are frequently reviewed by management and our Supervisory Board.

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• Long-term growth rates—the assumed long-term growth rate representing the expected rate at which a reporting unit’s earnings stream, beyond that of the budget and business plan period, is projected to grow. These rates are used to calculate the terminal value, or value at the end of the future earnings stream, of our reporting units, and are added to the cash flows projected for the budget and business plan period.

• Discount rates—the reporting unit’s combined future cash flows are discounted at a rate that is consistent with a weighted-average cost of capital that is likely to be used by market participants. The weighted-average cost of capital is our estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.

We also use a market-based approach in estimating the fair value of our reporting units. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings as well as recent comparable transactions.

To validate the reasonableness of the reporting unit fair values, we reconcile the aggregate fair values of our reporting units to our enterprise market capitalization. Enterprise market capitalization includes, among other factors, the estimated fair value of our common stock and the appropriate redemption values of our debt.

The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

As discussed further below (See “—Impairment of Goodwill”), our operating results for the year ended December 31, 2008 include an aggregate goodwill impairment charge of $432 million. There was no impairment noted in 2008 with respect to our indefinite lived intangible assets. The tests for 2007 and 2006 confirmed that the fair value of our reporting units and indefinite lived intangible assets exceeded their respective carrying amounts and that no impairment was required.

Pension Costs

We provide a number of retirement benefits to our employees, including defined benefit pension plans and post retirement medical plans. Pension costs, in respect of defined benefit pension plans, primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Differences between this expected return and the actual return on these plan assets and actuarial changes are not recognized in the statement of operations, unless the accumulated differences and changes exceed a certain threshold. The excess is amortized and charged to the statement of operations over, at the maximum, the average remaining term of employee service. We recognize obligations for contributions to defined contribution pension plans as expenses in the statement of operations as they are incurred.

We account for our retirement plans in accordance with SFAS No. 158, “Employers’ Accounting for Pensions and other Post Retirement Benefits,” and, accordingly, the determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, the expected return on plan assets and the assumed rate of compensation increases. We provide retiree medical benefits to a limited number of participants in the U.S. and have ceased to provide retiree health care benefits to certain of our Dutch retirees. Therefore, retiree

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medical care cost trend rates are not a significant driver of our post retirement costs. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as turnover, retirement and mortality rates. Management reviews these assumptions periodically and updates them as necessary.

The discount rate is the rate at which the benefit obligations could be effectively settled. For our U.S. plans, the discount rate is based on a bond portfolio that includes only long-term bonds with an Aa rating, or equivalent, from a major rating agency. We believe the timing and amount of cash flows related to the bonds in this portfolio is expected to match the estimated payment benefit streams of our U.S. plans. For the Dutch and other non-U.S. plans, the discount rate is set by reference to market yields on high quality corporate bonds.

To determine the expected long-term rate of return on pension plan assets, we consider, for each country, the structure of the asset portfolio and the expected rates of return for each of the components. For our U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on our principal plans by approximately $1 million per year. A similar 50 basis point decrease in the expected return on assets would increase pension expense on our principal Dutch plans by approximately $3 million per year. We assumed that the weighted averages of long-term returns on our pension plans were 6.4 % and 6.1% for the years ended December 31, 2008 and 2007, respectively, and 6.3% for the Successor period from May 24, 2006 to December 31, 2006. The actual return on plan assets will vary year to year from this assumption. Although the actual return on plan assets will vary from year to year, we believe it is appropriate to use long-term expected forecasts in selecting our expected return on plan assets. As such, there can be no assurance that our actual return on plan assets will approximate the long-term expected forecasts.

Income Taxes

We operate in approximately 100 countries worldwide. We have completed many material acquisitions and divestitures, which have generated complex tax issues requiring management to use its judgment to make various tax determinations. We try to organize the affairs of our subsidiaries in a tax efficient manner, taking into consideration the jurisdictions in which we operate. Due to outstanding indemnification agreements, the tax payable on select disposals made in recent years has not been finally determined. Although we are confident that tax returns have been appropriately prepared and filed, there is risk that additional tax may be assessed on certain transactions or that the deductibility of certain expenditures may be disallowed for tax purposes. Our policy is to estimate tax risk to the best of our ability and provide accordingly for those risks and take positions in which a high degree of confidence exists that the tax treatment will be accepted by the tax authorities. The policy with respect to deferred taxation is to provide in full for temporary differences using the liability method.

Deferred tax assets and deferred tax liabilities are computed by assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The carrying value of deferred tax assets is adjusted by a valuation allowance to the extent that these deferred tax assets are not considered to be realized on a more likely than not basis. Realization of deferred tax assets is based, in part, on our judgment and is dependent upon our ability to generate future taxable income in jurisdictions where such assets have arisen. Valuation allowances are recorded in order to reduce the deferred tax assets to the amount expected to be realized in the future. In assessing the adequacy of our valuation allowances, we consider various factors including reversal of deferred tax liabilities, future taxable income, and potential tax planning strategies.

Long-Lived Assets

We are required to assess whether the value of our long-lived assets, including our buildings, improvements, technical and other equipment, and amortizable intangible assets have been impaired whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. We do not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an

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asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows expected to be derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires us to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and our assessments change.

We capitalize software development costs with respect to major internal use software initiatives or enhancements in accordance with American Institute of Certified Public Accountants (“AICPA”) Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” The costs are capitalized from the time that the preliminary project stage is completed, and we consider it probable that the software will be used to perform the function intended until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are generally amortized over periods of three to six years. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the software cost is written down to estimated fair value and an impairment is recognized. These estimates are subject to revision as market conditions and as our assessments change.

Share-based compensation

We account for share-based awards in accordance with SFAS No.123(R), “Shared-Based Payment”. Share-based compensation expense is primarily based on the estimated grant date fair value using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock, and the number of stock-based awards expected to be forfeited due to future terminations. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our financial results. We consider several factors in estimating the expected life of our options granted, including the expected lives used by a peer group of companies and the historical option exercise behavior of our employees, which we believe are representative of future behavior. Expected volatility is based primarily on a combination of the estimates of implied volatility of the Company’s peer-group and the Company’s historical volatility adjusted for its leverage.The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment.

Factors Affecting Nielsen’s Financial Results

Acquisitions and Investments in Affiliates

On December 19, 2008, we completed the purchase of the remaining 50% interest in AGB Nielsen Media Research, subsequently rebranded as AGB Nielsen Media (“AGBNMR”), a leading international television audience media measurement business, from WPP. With our full ownership of AGBNMR, we expect to be able to better leverage our global media product portfolio. In exchange for the remaining 50% interest in AGBNMR, we transferred our SRDS advertising data business assets and our 100% ownership in PERQ/HCI LLC, our healthcare media planning, trading and post campaign effectiveness business. In addition, we transferred our 11% share in IBOPE Pesquisa de Midea Ltda., IBOPE LatinAmerica S.A. and IMI.Com, which are part of the IBOPE Group that specializes in media, market and opinion research. The fair value of the aforementioned

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business assets and ownership interests transferred was $72 million. No material gain or loss was recorded on the business assets and ownerships transferred. Our preliminary allocation of purchase price resulted in an allocation to intangible assets of $29 million and to goodwill of $36 million. We also reclassified $108 million from investment in affiliates to goodwill. In connection with the transaction, we allocated $57 million of goodwill and intangible assets to the business assets and ownership interests transferred based on the relative fair value of the corresponding reporting unit. Net cash acquired in this transaction was $23 million. Prior to completing this transaction, WPP and Nielsen agreed to close the operations of AGB Nielsen Media Research China, effective December 31, 2008, for which AGBNMR recorded restructuring charges associated with employee severance and other exit costs as well as the impairment of certain long-lived assets. As a result of these actions, we recorded a charge of approximately $11 million to our equity in net (loss)/income of affiliates during the year ended December 31, 2008.

On May 15, 2008, we completed the acquisition of IAG Research, Inc, subsequently rebranded as Nielsen IAG (“IAG”), for $223 million (including non-cash consideration of $1 million), which was net of $12 million of cash acquired. The acquisition expands our television and internet analytics services through IAG’s measurement of consumer engagement with television programs, national commercials and product placements. We performed a preliminary valuation of the purchase price, which resulted in an allocation to identifiable intangible assets of $78 million and an allocation to goodwill of $147 million, net of tax adjustments. We do not expect that any change in allocation of purchase price resulting from the final valuation will have a material impact on our consolidated financial statements.

For the year ended December 31, 2008, we paid cash consideration of $39 million associated with other acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions and as of December 31, 2008, we have recorded deferred consideration of $12 million, which was subsequently paid in January 2009. Had the AGBNMR, IAG and other acquisitions occurred as of January 1, 2008, the impact on our consolidated results of operations would have been immaterial.

For the year ended December 31, 2007, we completed several acquisitions with an aggregate consideration, net of cash acquired, of $837 million. Goodwill increased by $508 million as a result of these acquisitions.

The most significant acquisitions were the purchase of the remaining minority interest of Nielsen BuzzMetrics ($47 million), on June 4, 2007, the purchase of the remaining minority interest of Nielsen//NetRatings ($330 million, including $33 million to settle all outstanding share-based awards), on June 22, 2007 and the acquisition of Telephia, Inc. (“Telephia”), on August 9, 2007, for approximately $449 million including non-cash consideration of $6 million. On October 15, 2007, we announced the formation of Nielsen Mobile, which combines Telephia with several of our existing initiatives in the mobile market. In 2008, we finalized our valuation of these acquisitions resulting in a net allocation to intangible assets and a net reduction of goodwill of $11 million, net of tax. In addition, we recorded an adjustment to goodwill of $15 million relating to our acquisition of Telephia, which was comprised of reductions to acquired deferred tax asset valuation allowances. Had these acquisitions occurred as of January 1, 2007, the impact on our consolidated results of operations would have been immaterial. Prior to these acquisitions both Nielsen//NetRatings and Nielsen BuzzMetrics were consolidated subsidiaries of Nielsen up to the ownership interest.

During the period from May 24, 2006 to December 31, 2006, we completed several acquisitions with an aggregate consideration, net of cash acquired, of $29 million and deferred consideration up to a maximum of $5 million, contingent on future performance. Had these acquisitions occurred as of January 1, 2006 the impact on our consolidated results of operations would have been immaterial.

We completed several acquisitions during the Predecessor period from January 1, 2006 to May 23, 2006, with an aggregate consideration of $69 million. Had these acquisitions occurred at the beginning of the periods, the impact on our consolidated results of operations for the Predecessor period would have been immaterial.

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Divestitures

During the year ended December 31, 2008, we received $23 million in net proceeds primarily associated with two divestitures within our Business Media segment and the final settlement of the sale of our Directories segment to World Directories Acquisition Corp (“World Directories”). The impact of these divestitures on our consolidated statement of operations was immaterial for all periods presented.

On February 8, 2007, we completed the sale of a significant portion of our Business Media Europe unit (“BME”) to 3i, a European private equity and venture capital firm for $414 million in cash. During the year ended December 31, 2007, we recorded a gain on sale of discontinued operations of $17 million, primarily related to BME’s previously recognized currency translation adjustments from the date of the Valcon Acquisition to the date of sale, and a pension curtailment gain. No other material gain was recognized on the sale because the sales price approximated the carrying value. Our consolidated financial statements reflect BME’s business as discontinued operations. A portion of the proceeds from the sale of BME was used to pay down our debt under our senior secured credit facility. (See “—Factors Affecting Nielsen’s Financial Results—Divestitures” and Note 4 to the consolidated financial statements, “Business Divestitures”).

On October 30, 2007, the Company completed the sale of its 50% share in VNU Exhibitions Europe to Jaarbeurs (Holding) B.V. for cash consideration of $51 million.

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. Approximately 54% (57% in 2007) of our revenues were denominated in U.S. Dollars during 2008. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro, as set forth below:

					Successor		Predecessor
(IN MILLIONS)	Year ended December 31, 2008		Year ended December 31, 2007		Period from May 24, 2006 through December 31, 2006		Period from January 1, 2006 through May 23, 2006
EURO	15	%	14	%	12	%	12	%
OTHER CURRENCIES	31	%	29	%	29	%	27	%

As a result, fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results. Based on the above mix of currencies in 2008 a one cent change in the U.S. Dollar/Euro exchange rate would have impacted revenues by approximately $5 million, with an immaterial impact on operating income. Impacts associated with fluctuations in foreign currency are discussed in more detail under Item 7A “—Quantitative and Qualitative Disclosures about Market Risks.” 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 $1.47 to €1.00, $1.37 to €1.00 and $1.24 to €1.00 for the years ended December 31, 2008, 2007 and 2006, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

Results of Operations—(Years Ended December 31, 2008 and 2007), Pro Forma (Year Ended December 31, 2006), Successor (from May 24, 2006 to December 31, 2006) and Predecessor (from January 1, 2006 to May 23, 2006).

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The following table sets forth, for the periods indicated, the amounts included in our Consolidated Statements of Operations and unaudited pro forma results for the year ended December 31, 2006:

							Pro Forma(1)			Successor			Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			Year ended December 31, 2006			Period from May 24, 2006 through December 31, 2006			Period from January 1, 2006 through May 23, 2006
							Unaudited
Revenues	$	5,012		$	4,707		$	4,174		$	2,548		$	1,626
Cost of revenues, exclusive of depreciation and amortization shown separately below		2,183			2,112			1,989			1,202			787
Selling, general and administrative expenses exclusive of depreciation and amortization shown separately below		1,655			1,585			1,460			912			554
Depreciation and amortization		504			457			423			257			126
Transaction costs		—			—			—			—			95
Impairment of Goodwill		432			—			—			—			—
Restructuring costs		120			137			75			68			7
Operating income		118			416			227			109			57
Interest income		17			30			14			11			8
Interest expense		(639	)		(648	)		(654	)		(372	)		(48	)
(Loss)/gain on derivative instruments		(15	)		40			(4	)		5			(9	)
Loss on early extinguishment of debt		—			—			(5	)		(65	)		—
Foreign currency exchange transaction gains/(losses), net		22			(105	)		(74	)		(71	)		(3	)
Other (expense)/income, net		(13	)		1			7			(7	)		14
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(510	)		(266	)		(489	)		(390	)		19
(Provision)/benefit for income taxes		(4	)		(18	)		109			105			(39	)
Minority interests		—			—			—			—			—
Equity in net (loss)/income of affiliates		(7	)		2			12			6			6
Loss from continuing operations	$	(521	)	$	(282	)	$	(368	)	$	(279	)	$	(14	)

(1) The unaudited pro forma presentation for the year ended December 31, 2006 reflects the sum of the results for the Successor period from May 24, 2006 to December 31, 2006 following the Valcon Acquisition and the Predecessor period from January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition. The 2006 pro forma results are adjusted to reflect the pro forma effect of the Valcon Acquisition and its related financing as if it had occurred on January 1, 2006. Pro forma adjustments include: increased interest expense/income ($239 million), reversal of transaction costs directly related to the Valcon Acquisition ($95 million), reversal of fees associated with extinguishment of bridge financing ($60 million), increased amortization related to purchase price allocation ($40 million), decreased selling, general and administrative expenses ($6 million) consisting of decreased pension costs related to the Valcon Acquisition ($10 million) and increased sponsor fees ($4 million) and the related income tax effects.

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Consolidated Results for the year ended December 31, 2008 versus the year ended December 31, 2007

When comparing our results for the year ended December 31, 2008 with results for the year ended December 31, 2007, the following should be noted:

Items affecting Operating Income for the year ended December 31, 2008

• Foreign currency exchange rate fluctuations increased revenue growth by 2.0%.

• We incurred $432 million of goodwill impairment charges.

• We incurred $120 million of restructuring expense.

Items affecting Operating Income for the year ended December 31, 2007

• We incurred $137 million of restructuring expense.

• We incurred approximately $37 million in incremental expenses associated with deal related expenses, compensation agreements and recruiting costs for certain corporate executives and legal settlements.

Revenues

Our revenues increased 6.5% to $5,012 million for the year ended December 31 2008 versus $4,707 million for the year ended December 31, 2007. On a constant currency basis, revenues increased 4.5% driven by a 3.8% increase in Consumer Services, primarily due to growth in Retail Measurement Services, Customized Research and Analytical Consulting Services, and a 10.2% increase in Media, as a result of Nielsen Media and Nielsen Online growth and the impact of the Telephia and IAG acquisitions. The increase was partly offset by a 10.5% decline in Business Media due to softness in advertising-related revenues and the impact of the economic downturn and the divestiture of two non-core publications in 2008.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 3.3% to $2,183 million for the year ended December 31, 2008 versus $2,112 million for the year ended December 31, 2007. On a constant currency basis, cost of revenues increased by 1.1% driven by the impact of revenue growth at Consumer Services and Media, as well as the impact of the Telephia and IAG acquisitions. The growth in costs was partly offset by productivity savings following actions implemented under the corporate transformation (“Transformation Initiative”), discussed further below (See “—Restructuring Costs”), in the past year, lower volume-related expenses at Entertainment and Media Solutions, and lower Publication costs at Business Media.

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

Selling, general and administrative expenses increased 4.4% to $1,655 million for the year ended December 31, 2008 versus $1,585 million for the year ended December 31, 2007. On a constant currency basis, selling, general and administrative expenses increased 2.3%, primarily attributable to continued investment in developing markets within Consumer Services, higher costs at Media related to the impact of the Telephia and IAG acquisitions, spending on product initiatives to support Media’s overall growth strategy and increased corporate spending to support new product and marketing initiatives. These increases were partly offset by headcount-related savings at Business Media, lower share based compensation expenses (inclusive of the acceleration and settlement of Nielsen//NetRatings’ share options in 2007) and lower payments in connection with compensation agreements and recruiting expenses for certain corporate executives.

Depreciation and Amortization

Depreciation and amortization increased 10.5% to $504 million for the year ended December 31, 2008 versus $457 million for the year ended December 31, 2007. On a constant currency basis, depreciation and

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amortization expense increased 9.2% driven by increased depreciation related to capital investment in hardware and software and increased amortization due to the impact of the Telephia and IAG acquisitions, partly offset by lower amortization on previously acquired intangible assets at Business Media.

Impairment of Goodwill

We performed our annual impairment assessment for goodwill and indefinite-lived intangible assets as of October 1, 2008 and determined there was a potential impairment of goodwill in our Business Media operating segment as well as our Media Solutions reporting unit within our Media operating segment, primarily as a result of continued weakness in the macroeconomic environment, a reduction in expected future cash flows and other contributing factors within the reporting units’ market environment. Therefore, the required second step of the assessment for the affected reporting units was performed in which the implied fair value of those reporting units’ goodwill was compared to the book value of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination: that is, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including both recognized and unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the estimated fair value of the reporting unit was the purchase price paid. The second step of the annual assessment resulted in the recognition of a goodwill impairment charge of $432 million comprised of $336 million relating to our Business Media operating segment and $96 million relating to the Media Solutions reporting unit within our Media operating segment. A deferred tax benefit of $42 million was recognized as a result of these impairment charges.

Restructuring Costs

As discussed in Note 8 to our consolidated financial statements, “Restructuring Activities”, in December 2006, we announced our intention to expand current cost-saving programs to all areas of our operations worldwide. We further announced strategic changes as part of a major corporate transformation (“Transformation Initiative”). The Transformation Initiative is designed to make us a more successful and efficient enterprise. As such, we continue to execute cost-reduction programs by streamlining and centralizing certain corporate, operational and information technology functions, leveraging global procurement, consolidating real estate and expanding, outsourcing or off-shoring certain other operational and production processes. We estimate these actions will result in over $50 million of additional targeted annual run rate cost savings. Implementation of these initiatives is expected to continue through 2009.

We recorded $120 million in restructuring charges for the year ended December 31, 2008. The charges included severance costs associated with the termination of approximately 2,700 employees in 2008 as well as $24 million of contractual termination costs and asset write-offs.

We recorded $137 million in restructuring charges for the year ended December 31, 2007. The charges included $96 million in severance costs associated with the termination of approximately 2,700 employees in 2007 as well as $6 million in asset write-and $35 million in consulting fees and other costs, related to review of corporate functions and outsourcing opportunities, for the year ended December 31, 2007. Consulting fees and related costs have been or will be recorded at the time the obligation is incurred. All severance and consulting fees have been or will be settled in cash.

Operating Income

Operating income for the year ended December 31, 2008 was $118 million versus $416 million for the year ended December 31, 2007, a decrease of 71.7%. Excluding “Items affecting Operating Income,” specifically noted above from our respective 2008 and 2007 operating results, 2008 operating income increased 12.5%, on a constant currency basis, for the year ended December 31, 2008 versus the year ended December 31, 2007. Excluding those same items affecting operating income specifically listed above and itemized in the discussion

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of operating segment performance below, operating income, on a constant currency basis, increased 6.8% at Consumer Services and 25.9% at Media reflecting solid top-line growth and benefits realized from our Transformation Initiative, and 1.1% at Business Media as cost savings and lower amortization expense were largely offset by the impact of lower revenues.

Interest Income and Expense

Interest income was $17 million for the year ended December 31, 2008 versus $30 million for the year ended December 31, 2007. Interest expense was $639 million for the year ended December 31, 2008 versus $648 million for the year ended December 31, 2007, a decrease of 2.8% on a constant currency basis. This reflects the increased borrowing following our 2007 and 2008 acquisitions, partially offset by a decline in the weighted average interest rates of our senior secured credit facility.

(Loss)/Gain on Derivative Instruments

The loss on derivative instruments was $15 million for the year ended December 31, 2008 versus a gain of $40 million for the year ended December 31, 2007. The change resulted primarily from movements in the Euro relative to the U.S. Dollar in the current period as compared to the prior period, resulting from a foreign currency derivative instrument entered into during 2007.

Foreign Currency Exchange Transaction Gains/(Losses), Net

Foreign currency exchange transaction gains or losses, net, represent the net gain or loss on revaluation of external debt and intercompany loans. Fluctuations in the value of foreign currencies, particularly the Euro, relative to the U.S. Dollar have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.47 to €1.00 and $1.37 to €1.00 for the year ended December 31, 2008 and the year ended December 31, 2007, respectively.

Foreign currency exchange resulted in a $22 million gain for the year ended December 31, 2008 versus a $105 million loss recorded in the year ended December 31, 2007 as a result of the appreciation of the U.S. Dollar against the Euro and other currencies.

Other (Expense)/Income, net

Other expense was $13 million for the year ended December 31, 2008 versus $1 million income for the year ended December 31, 2007. The expense was mainly due to a determination that there was a decline in the value of our investment in a company currently listed on the NYSE Euronext and accounted for as an available-for-sale security which was other than temporary and therefore we realized a $12 million loss.

(Loss)/Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Net (Loss)/Income of Affiliates

For the year ended December 31, 2008, there was a $510 million loss from continuing operations before income taxes, minority interests and equity in net income of affiliates versus a $266 million loss for the year ended December 31, 2007. The current period loss compared with the prior period loss primarily reflects the goodwill impairment charges of $432 million, offset by our improved operating performance as discussed above, lower restructuring expenses related to the Transformation Initiative, lower payments in connection with compensation agreements and recruiting expenses for certain corporate executives, and foreign currency exchange gains that occurred during the year ended December 31, 2008.

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(Provision)/Benefit for Income Taxes

We operate in approximately 100 countries and our earnings are taxed at the applicable income tax rate in each of these countries. The effective tax rates for the years ended December 31, 2008 and 2007 were 1% (expense) and 7% (expense) respectively.

The effective tax rate for the year ended December 31, 2008 was lower than the Dutch statutory rate primarily due to the impairment of goodwill which had a tax basis significantly lower than the book basis and therefore a low tax benefit, tax on dividend income recorded to equity, change in estimates related to global tax contingencies, state and foreign withholding and income taxes, change in estimates for other tax positions and certain non-deductible charges which are partially offset by the impact of the tax rate differences in other jurisdictions where we file tax returns.

For the year ended December 31, 2007 we recorded a tax provision on a book pretax loss. This provision was primarily related to the tax impact on distributions from foreign subsidiaries. This was partially offset by the recognition of the tax benefit of interest expense related to the Valcon senior secured bridge facility based upon a favorable 2007 Dutch residency ruling. In addition, the change in estimates related to global tax contingencies and change in the valuation allowance also influenced the 2007 tax rate.

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on January 1, 2007. As a result of the implementation of FIN 48, we recognized a decrease of $5 million in the liability for unrecognized tax benefits, which was accounted for as a decrease to the January 1, 2007 balance of goodwill.

At December 31, 2008 and 2007, we had gross unrecognized tax benefits of $187 million and $195 million, respectively. We have also accrued interest and penalties associated with these unrecognized tax benefits as of December 31, 2008 and 2007 of $22 million, and $23 million, respectively. Estimated interest and penalties related to the underpayment of income taxes is classified as a component of (Provision)/benefit for income taxes in the Consolidated Statement of Operations.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(IN MILLIONS)
Balance as of January 1, 2007	$	112
Additions for current year tax positions		73
Additions for tax positions of prior years		23
Reductions for lapses of statute of limitations		(21	)
Cumulative Translation of Non-US denominated positions		8
Balance as of December 31, 2007		195
Additions for current year tax positions		36
Additions for tax positions of prior years		18
Reductions for lapses of statute of limitations		(56	)
Cumulative Translation of Non-US denominated positions		(6	)
Balance as of December 31, 2008	$	187

Consistent with FIN 48, these gross contingency additions do not take into account offsetting tax benefits associated with the correlative effects of potential adjustments. The FIN 48 gross balance also includes cumulative translation adjustments associated with non-US dollar denominated tax exposures. If the balance of our uncertain tax positions is sustained by the taxing authorities in our favor, the reversal of the entire balance would reduce the company’s effective tax in future periods.

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We file numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, we are no longer subject to US Federal income tax examinations for 2003 and prior periods. In addition, we have subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 1997 through 2006.

The Internal Revenue Service (IRS) commenced examinations of certain of our U.S. Federal income tax returns for 2004 in the third quarter of 2006. The IRS also commenced examinations of certain of our U.S. Federal income tax returns for 2005 and 2006 in the first quarter of 2009. We are also under Canadian audit for the years 2002 through 2006. With the exception of the 2005 and 2006 U.S. Federal examinations, it is anticipated that all examinations will be completed within the next twelve months. To date, we are not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination.

It is reasonably possible that a reduction in the range of $18 million to $58 million of unrecognized tax benefits may occur during 2009 as a result of projected resolutions of worldwide tax disputes.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

Consolidated Results for the year ending December 31, 2007 versus the unaudited Pro Forma results for the year ending December 31, 2006 and Successor period (from May 24, 2006 to December 31, 2006) and Predecessor period (from January 1, 2006 to May 23, 2006)

When comparing our results for the year ended December 31, 2007 with pro forma results for the year ended December 31, 2006, the following should be noted:

Items affecting Operating Income for the year ended December 31, 2007

• Foreign currency exchange rate fluctuations increased revenue growth by 3.0% and increased pro forma operating income growth by 5.0%.

• We incurred $137 million of restructuring expense.

• We incurred approximately $37 million in payments in connection with compensation agreements and recruiting expenses for certain corporate executives, deal related costs and legal settlements.

Items affecting Operating Income for the pro forma year ended December 31, 2006

• We recorded a $90 million purchase price adjustment to deferred revenue related to the Valcon Acquisition that reduced Consumer Services’ revenue by $63 million and Media’s revenue by $27 million.

• We incurred $75 million of restructuring expense.

• We incurred approximately $53 million in payments in connection with compensation agreements and recruiting expenses for certain corporate executives.

Revenues

Our revenues increased 12.8% to $4,707 million for the year ended December 31, 2007 versus $2,548 million for the Successor period from May 24, 2006 to December 31, 2006, and $1,626 million for the Predecessor period from January 1, 2006 to May 23, 2006. When assessing our financial results, we focus on revenue growth, on a constant currency basis, excluding the effect of the deferred revenue adjustment from the

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Valcon Acquisition. Excluding the deferred revenue adjustment of $90 million in 2006 related to the Valcon Acquisition ($63 million for Consumer Services and $27 million for Media), our revenues increased 6.9%, on a constant currency basis. Revenues (excluding the 2006 deferred revenue adjustment) increased, on a constant currency basis, 6.8% at Consumer Services and 9.0% at Media, while Business Media experienced a slight increase of 1.2%, on a constant currency basis, as Exposition and eMedia’s revenue growth was partly offset by continued softness in advertising revenues and the sale of certain publications in 2006.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues was $2,112 million for the year ended December 31, 2007 versus $1,202 million for the Successor period from May 24, 2006 to December 31, 2006, and $787 million for the Predecessor period from January 1, 2006 to May 23, 2006. Our cost of revenues increased, on a constant currency basis, by 2.4% due to an increase of 9.0% at Media, while Consumer Services cost of revenues were relatively flat with prior year, and Business Media’s cost of revenues decreased by 4.4%.

Media’s cost of revenues increased, on a constant currency basis, as a result of the increased expansion of the National People Meter (“NPM”) and Local People Meter (“LPM”) in the U.S., Nielsen Online’s revenue growth and the Telephia acquisition. Consumer Services cost of revenues, on a constant currency basis, were flat with prior year as higher revenue driven growth, particularly in Latin America, Emerging Markets, Asia Pacific and Analytical Applications and Services, was offset by strong cost and headcount controls, particularly in the U.S. and Europe. Business Media’s cost of revenues, on a constant currency basis, decreased due to cost savings initiatives in circulation, manufacturing and distribution, headcount reductions as well as lower page counts and as a result of the sale of certain publications in 2006.

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

Selling, general and administrative expenses were $1,585 million for the year ended December 31, 2007 versus $912 million for the Successor period from May 24, 2006 to December 31, 2006 and $554 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a constant currency basis, selling, general and administrative expenses increased 6.0% for the year ended December 31, 2007 when compared with the pro forma year ended December 31, 2006. The increase in selling, general and administrative expenses was primarily attributable to continued investment for top-line growth in developing markets within Consumer Services, increased share option expense (inclusive of the acceleration and settlement of Nielsen//NetRatings’ share options), spending on corporate initiatives and the impact of Telephia’s results of operations, partly offset by lower payments in connection with compensation agreements and recruiting expenses for certain corporate executives.

Depreciation and Amortization

Depreciation and amortization was $457 million for the year ended December 31, 2007 versus depreciation and amortization for the pro forma year ended December 31, 2006 of $423 million, an increase of 8.0%. On a constant currency basis, depreciation and amortization expense increased 5.8% when compared with the pro forma year ended December 31, 2006.

Transaction Costs

On March 8, 2006, Nielsen and Valcon announced a tender offer to acquire shares of Nielsen. We also agreed to reimburse Valcon’s transaction expenses up to $36 million if the transaction was terminated. In November 2005, in connection with the termination of our planned merger with IMS Health, we agreed to pay $45 million to IMS Health should we be acquired within one year following the termination. On May 24, 2006, due to the consummation of the transaction by Valcon, we made the $45 million payment to IMS. In total, during the Predecessor period from January 1, 2006 to May 23, 2006, we recorded $95 million in transaction expenses, which are excluded from the pro forma statement of operations.

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Restructuring Costs

We recorded $137 million in restructuring charges for the year ended December 31, 2007 primarily related to our Transformation Initiative. The charges included $96 million in severance costs associated with the termination of approximately 2,700 employees as well as $6 million in asset write-offs and $35 million in consulting fees and other costs, related to review of corporate functions and outsourcing opportunities, for the year ended December 31, 2007.

We recorded $53 million in restructuring charges during the successor period from May 24, 2006 to December 31, 2006. The charges included severance costs associated with the termination of approximately 700 employees and $14 million in consulting fees and other related costs. In the Predecessor period from January 1, 2006 to May 23, 2006, we recorded $1 million in severance costs and $5 million in consulting fees and other related costs. Consulting fees and related costs have been or will be recorded at the time the obligation is incurred. All severance and consulting fees have been or will be settled in cash.

Operating Income

Operating income for the year ended December 31, 2007 was $416 million, versus $109 million for the Successor period from May 24, 2006 to December 31, 2006 and $57 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, operating income increased 78.0%, on a constant currency basis. Excluding “Items affecting operating income,” from the respective 2007 and 2006 operating results, our 2007 pro forma operating income increased 26.8%, on a constant currency basis, versus the prior year. Excluding those same items affecting operating income specifically listed above and itemized in the discussion of operating segment performance below, pro forma operating income, on a constant currency basis, increased 32.1% at Consumer Services, 29.0% at Media and 19.3% at Business Media.

Interest Income and Expense

Interest income was $30 million for the year ended December 31, 2007 versus $11 million for the Successor period from May 24, 2006 to December 31, 2006, and $8 million for the Predecessor period from January 1, 2006 to May 23, 2006, and, on a pro forma basis, $14 million for the year ended December 31, 2006. Interest expense was $648 million for the year ended December 31, 2007 versus $372 million for the Successor period from May 24, 2006 to December 31, 2006 and $48 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, interest expense was $654 million for the year ended December 31, 2006. The decrease in interest expense in 2007 compared to pro forma 2006 was primarily due to lower actual balances of the Euro denominated term loan that was partially repaid with the proceeds of the sale from BME. See “—Liquidity and Capital Resources” below.

Gain/(Loss) on Derivative Instruments

The gain on derivative instruments was $40 million for the year ended December 31, 2007 versus a loss of $4 million for the pro forma year ended December 31, 2006. The change resulted primarily from currency movements in the current and prior period, which resulted from a derivative transaction entered into during 2007.

Loss on Early Extinguishment of Debt

There was no loss on early extinguishment of debt for the year ended December 31, 2007 versus a loss of $65 million in the Successor period from May 24, 2006 to December 31, 2006. There were no gains or losses in the Predecessor period from January 1, 2006 to May 23, 2006. The loss resulted from the write-off of deferred financing costs related to the repayment of the senior secured bridge facility by Valcon (entered into to complete the Valcon Acquisition and subsequently repaid in August, 2006) and the debt refinancing in August, 2006 that replaced the senior secured bridge facility. The 2006 loss amount reflects the write-off of the $60 million related to fees associated with the repayment of the bridge facility which is excluded from the pro forma consolidated statement of operations.

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Foreign Currency Exchange Transaction (Loss)/Gain, Net

Foreign currency exchange transaction (loss)/gain, net, represent the gain or loss on revaluation of external debt and intercompany loans. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, particularly the Euro. The average U.S. Dollar to Euro exchange rate was $1.37 to €1.00 and $1.24 to €1.00 for the year ended December 31, 2007 and the pro forma year ended December 31, 2006, respectively.

Foreign currency exchange resulted in an $105 million loss for the year ended December 31, 2007 versus a $71 million loss recorded in the Successor period from May 24, 2006 to December 31, 2006 and a $3 million loss for the Predecessor period from January 1, 2006 to May 23, 2006 as a result of the continuing depreciation of the U.S. Dollar against the Euro and other currencies.

Other Income/(Expense), Net

There was $1 million of income for the year ended December 31, 2007 versus a $7 million loss for the Successor period from May 24 to December 31, 2006 and $14 million of income for the Predecessor period from January 1, 2006 to May 23, 2006.

(Loss)/Income from Continuing Operations before Income Taxes and Minority Interests and Equity in Net (Loss)/Income of Affiliates

For the year ended December 31, 2007, there was a $266 million loss from continuing operations before income taxes and minority interest versus a $390 million loss for the Successor period from May 24, 2006 to December 31, 2006 and $19 million income for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, there was a $489 million loss for the year ended December 31, 2006. The 2007 period compared with the pro forma 2006 results primarily reflect improved operating performance as discussed above, absence of the deferred revenue adjustment in 2006, lower payments in connection with compensation agreements and recruiting expenses for certain corporate executives, and the gain on derivative instruments in 2007, partly offset by increased restructuring expenses related to the Transformation Initiative and increased foreign currency exchange losses in the year ended December 31, 2007.

(Provision)/Benefit for Income Taxes

The effective tax rates for the year ended December 31, 2007, for the Successor period from May 24, 2006 to December 31, 2006 and for the Predecessor period from January 1, 2006 to May 23, 2006 were 7% (expense), 27% (benefit), and 205% (expense), respectively.

For the year ended December 31, 2007, we recorded a tax provision on a book pretax loss. This provision was primarily related to the tax impact on distributions from foreign subsidiaries. This tax provision was partially offset by the recognition of the tax benefit of interest expense related to the Valcon senior secured bridge facility based upon a favorable 2007 Dutch residency ruling. In addition, the change in estimates related to global tax contingencies and change in the valuation allowance also influenced the 2007 tax rate.

The effective tax rate for the Predecessor period ended May 23, 2006 was higher than the statutory rate primarily due to the low tax benefit on the transaction costs related to the Valcon Acquisition. The effective tax rate for the Successor period from May 24, 2006 to December 31, 2006 was lower than the statutory rate primarily due to the low tax benefit accrued on the interest expense on the senior secured bridge facility.

Business Segment Results for the year ended December 31, 2008 versus the year ended December 31, 2007

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Revenues

The table below sets forth certain supplemental revenue growth data for the year ended December 31, 2008 compared to the year ended December 31, 2007, both on an as-reported and constant currency basis. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative impacts of foreign exchange:

(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			% Variance 2008 vs. 2007 Reported		% Variance 2008 vs. 2007 Constant Currency
Revenues by segment
Consumer Services	$	2,838		$	2,650		7.1	%	3.8	%
Media		1,737			1,570		10.6	%	10.2	%
Business Media		440			490		(10.1	)%	(10.5	)%
Corporate and eliminations		(3	)		(3	)	15.3	%	15.7	%
Total	$	5,012		$	4,707		6.5	%	4.5	%
Consumer Services revenues by service
Retail Measurement Services	$	1,920		$	1,787		7.4	%	3.5	%
Consumer Panel Services(1)		298			289		2.7	%	1.2	%
Customized Research Services		297			275		8.1	%	5.9	%
Other Services		323			299		8.6	%	6.7	%
Total	$	2,838		$	2,650		7.1	%	3.8	%
Media revenues by division
Media	$	1,455		$	1,297		12.2	%	11.8	%
Entertainment		150			159		(5.8	)%	(6.4	)%
Online		132			114		15.7	%	15.7	%
Total	$	1,737		$	1,570		10.6	%	10.2	%

(1) Spectra revenues have been reclassified to Consumer Panel Services from Other Services.

Consumer Services. Revenues increased 7.1% to $2,838 million for the year ended December 31, 2008 versus $2,650 million for the year ended December 31, 2007. Revenue growth of 3.8%, on a constant currency basis, was driven by 3.5% growth in Retail Measurement Services, 5.9% growth in Customized Research revenues and 6.7% growth in Other Services, i.e., Analytical Consulting Services revenues. Overall, there was continued double digit growth in Emerging Markets and near double digit growth in Latin America fueled by growth of Retail Measurement, Customized Research, and Analytical Consulting Services revenues. Europe and Asia Pacific’s revenues grew in the low single digits. In North America, continued price compression and a decline in BASES revenues due to the economic downturn resulted in flat growth in the U.S., largely offsetting mid-single digit growth in Canada.

Media. Revenues for Media increased 10.6% to $1,737 million for the year ended December 31, 2008 versus $1,570 million for the year ended December 31, 2007. Revenue growth of 10.2%, on a constant currency basis, was largely due to an 8.5% increase in Nielsen Media U.S., 9.8% growth in Nielsen Media International, a 15.7% increase in Online revenues with growth in both the U.S. and international markets, and $67 million in incremental revenues resulting from the Telephia and IAG acquisitions, partly offset by a 6.4% decrease in Entertainment revenues, driven by lower studio testing revenues, and a 5.0% decline in Media Solutions revenues largely due to lower renewal rates and loss of custom research opportunities due to the economic downturn. Nielsen Media North America’s growth continued as a result of increased demand for television audience measurement services, new business, price increases and the continued NPM and the LPM expansion (including a roll-out in 2008 in Phoenix, Minneapolis, Cleveland, Miami and Denver). Six new markets are expected to go live in 2009.

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Business Media. Revenues for the year ended December 31, 2008 were $440 million, a decline of 10.1% versus $490 million for the year ended December 31, 2007. Business Media revenues decreased, on a constant currency basis, by 10.5% due to lower Publication advertising revenues caused by industry softness and the divestiture of two non-core publications in the first half of 2008. In addition, Business Media’s Exposition revenues declined largely as a result of lower exhibitor attendance driven by the economic downturn. Excluding the results of publication divestitures, Business Media’s revenues decreased by 7.8% on a constant currency basis.

Operating Income/(Loss)

The table below sets forth supplemental operating income data for the year ended December 31, 2008 compared to the year ended December 31, 2007, both on an as reported and adjusted basis, adjusting for those items affecting operating income/(loss), as described above on page 42 within the Consolidated Results commentary. Adjusted operating income/(loss) is a non-GAAP measure and is presented to illustrate the effect of restructuring and impairment charges and other items on reported operating income/(loss), which we consider to be unusual and non-recurring in nature. Adjusted operating income/(loss) is not a presentation made in accordance with GAAP, and our use of the this term may vary from others in our industry. Adjusted operating income/(loss) should not be considered as an alternative to operating income/(loss) or net income/(loss), or any other performance measures derived in accordance with GAAP as measures of operating performance.

YEAR ENDED DECEMBER 31, 2008	Reported Operating Income/(Loss)			Restructuring and Impairment Charges(1)		Other Items Affecting Operating Income		Adjusted Operating Income/(Loss)
Operating Income
Consumer Services	$	259		$	75	$	—	$	334
Media		224			109		—		333
Business Media		(251	)		339		—		88
Corporate and Eliminations		(114	)		29		—		(85	)
Total Nielsen	$	118		$	552	$	—	$	670

YEAR ENDED DECEMBER 31, 2007	Reported Operating Income/(Loss)			Restructuring Charges		Other Items Affecting Operating Income		Adjusted Operating Income/(Loss)
Operating Income
Consumer Services	$	227		$	80	$	—	$	307
Media		232			14		18		264
Business Media		82			6		—		88
Corporate and Eliminations		(125	)		37		19		(69	)
Total Nielsen	$	416		$	137	$	37	$	590

(1) Includes $336 million and $96 million of goodwill impairment charges within our Business Media and Media segments, respectively.

Consumer Services. Adjusted operating income for the year ended December 31, 2008 for Consumer Services was $334 million compared to adjusted operating income of $307 million for the year ended December 31, 2007, an increase of 6.8%, on a constant currency basis. The increase was primarily attributable to revenue growth in Retail Measurement Services, Customized Services and Other Services, driven by growth in Analytical Consulting Services combined with strong cost controls. There was solid revenue growth across most regions, with double digit growth in Emerging Markets and near double digit growth in Latin America, and moderate single digit growth in Europe and Asia Pacific, with the exception of the U.S. which was impacted by price compression and lower BASES revenues. Consumer Services’ cost of revenues, on a constant currency basis, were relatively flat due to headcount reduction and productivity programs put in place previously as a result of the Transformation Initiative. Consumer Services’ selling, general and administrative expenses increased, on a constant currency basis, primarily due to continued investment in developing markets.

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Media. Adjusted operating income for the year ended December 31, 2008 for Media was $333 million compared to adjusted operating income of $264 million for the year ended December 31, 2007, an increase of 25.9%, on a constant currency basis. The increase was primarily attributable to revenue growth at Nielsen Media U.S., due to the continued expansion of NPM and LPM in the U.S., double digit revenue growth in both US and overseas markets at Online and the acquisition of Telephia and IAG, and decreased share option expense, which in 2007 included the acceleration and settlement of Nielsen//NetRatings’ share options. Media’s cost of revenues, on a constant currency basis, were relatively flat as the impact of the Telephia and IAG acquisitions was offset in part due to savings at Entertainment and Media Solutions. Media’s SGA expense increased, on a constant currency basis, primarily due to the impact of the acquisitions and increased spending to support the group’s overall growth strategy.

Business Media. Adjusted operating income for the years ended December 31, 2008 and 2007 was $88 million, which was also flat on a currency basis. Although adjusted operating income was flat year over year, we continued to realize cost savings in circulation, manufacturing and distribution, and headcount reductions. These benefits were offset by lower publication revenues as a result of advertising softness as well as the divestiture of two non-core publications in the first half of 2008, and a decline in Exposition revenues due to the economic downturn.

Corporate and Eliminations. Adjusted operating loss for the year ended December 31, 2008 was $85 million versus the $69 million of adjusted operating loss for the year ended December 31, 2007. The increase in operating loss was primarily attributable to increased spending on new product and marketing initiatives and new software and systems implementation.

Business Segment Results for the year ended December 31, 2007 versus the year ended December 31, 2006

Revenues

The following table sets forth certain supplemental revenue growth data, both on an as reported and constant currency basis. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative impacts of foreign exchange. The deferred revenue adjustment referred to below resulted from the Valcon Acquisition purchase price allocation for the estimated fair value of deferred revenue. All percentages are calculated using actual amounts. The percentage changes were determined by the Company for the year ended December 31, 2007 versus the pro forma year ended December 31, 2006 with and without the impact of the deferred revenue purchase price adjustment:

(% of Revenue)	Revenue Growth for Year Ended December 31, 2007		Exclude: 2006 Deferred Revenue Adjustment		Adjusted Revenue Growth (Excluding Deferred Revenue Adjustment)
Revenue growth, as reported
Consumer Services	15.4	%	(3.1	)%	12.3	%
Media	12.2	%	(2.2	)%	10.0	%
Business Media	1.6	%	—		1.6	%
Total	12.8	%	(2.4	)%	10.4	%
Revenue growth, constant currency
Consumer Services	9.7	%	(2.9	)%	6.8	%
Media	11.1	%	(2.1	)%	9.0	%
Business Media	1.2	%	—		1.2	%
Total	9.3	%	(2.4	)%	6.9	%

Consumer Services. Revenues for the year ended December 31, 2007 were $2,650 million, versus $1,425 million for the Successor period from May 24, 2006 to December 31, 2006 and $871 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the $63 million deferred revenue adjustment in 2006,

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revenues increased 6.8%, on a constant currency basis. The revenue increase, on a constant currency basis, was primarily attributable to 5.0% growth in Retail Measurement Services. There was solid growth across all regions, with double digit growth in Emerging Markets and Latin America, except in the U.S. which was impacted by price compression. In addition, Other Services revenue increased 15.2%, on a constant currency basis, predominantly due to growth in Analytical Consulting Services and BASES revenues.

Media. Revenues for Media increased 12.2% to $1,570 million for the year ended December 31, 2007 versus $859 million for the Successor period from May 24, 2006 to December 31, 2006 and $541 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the $27 million deferred revenue adjustment, revenues increased 9.0%, on a constant currency basis. The revenue increase, on a constant currency basis, was primarily attributable to an 8.4% increase in revenue for Nielsen Media U.S., a 22.3% increase in Online revenues driven by growth in both the U.S. and international markets, and the partial first year impact of the Telephia acquisition ($35 million reported revenues in 2007, net of a $7 million purchase price adjustment related to deferred revenue). Nielsen Media U.S.’s growth was due to continued demand for television audience measurement services, new business and price increases, the continued NPM and the LPM expansion and cable network upgrades.

Business Media. Revenues for the year ended December 31, 2007 were $490 million versus $266 million for the Successor period from May 24, 2006 to December 31, 2006 and $216 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues increased, on a constant currency basis, 1.2% as Exposition and eMedia’s revenue growth was partly offset by continued softness in advertising revenues and the sale of certain publications in 2006. Adjusted for the results of these divested publications results, revenues increased by 3.2%, on a constant currency basis.

Operating Income/(Loss)

The following table below sets forth supplemental operating income results data for the year ended December 31, 2007 compared to the year ended December 31, 2006, both on an as reported and adjusted basis, adjusting for those items affecting operating income, including the impact of the 2006 Valcon deferred revenue purchase price adjustment, as described above on page 46 within the Consolidated Results commentary.

YEAR ENDED DECEMBER 31, 2007	Reported Operating Income/(Loss)			Restructuring Charges		Other Items Affecting Operating Income		Adjusted Operating Income/(Loss)
Operating Income
Consumer Services	$	227		$	80		—	$	307
Media		232			14		18		264
Business Media		82			6		—		88
Corporate and Eliminations		(125	)		37		19		(69	)
Total Nielsen	$	416		$	137	$	37	$	590

YEAR ENDED DECEMBER 31, 2006	Pro Forma Operating Income/(Loss)			Restructuring Charges		Deferred Revenue Adjustment		Other Items Affecting Operating Income		Adjusted Operating Income/(Loss)
Operating Income
Consumer Services	$	120		$	44	$	63	$	—	$	227
Media		173			—		27		—		200
Business Media		67			6		—		—		73
Corporate and Eliminations		(133	)		25		—		53		(55	)
Total Nielsen	$	227		$	75	$	90	$	53	$	445

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Consumer Services. Adjusted operating income for the year ended December 31, 2007 was $307 million compared to an adjusted pro forma operating income of $227 million for the year ended December 31, 2006, an increase of 32.1%, on a constant currency basis. The increase was primarily attributable to 5.0% revenue growth in Retail Measurement Services. There was solid growth across all regions, with double digit growth in Emerging Markets and Latin America, except the U.S. which was impacted by price compression. In addition, Other Services revenue increased, on a constant currency basis, by 15.2% predominantly due to growth in Analytical Consulting Services and BASES revenues. Cost of revenues were relatively flat due to strong headcount and cost controls which helped offset higher revenue driven cost of revenue growth, particularly in Latin America, Emerging Markets, Asia Pacific, and Analytical Applications and Services.

Media. Adjusted operating income was $264 million for the year ended December 31, 2007 compared to an adjusted pro forma operating income of $200 million for the year ended December 31, 2006, an increase of 29.0%, on a constant currency basis. The increase was primarily attributable to growth at Nielsen Media U.S. due to the continued expansion of NPM and LPM, double digit growth in both US and overseas markets at Online and the acquisition of Telephia. Media’s cost of revenues increased, on a constant currency basis, as a result of Nielsen Media U.S. increased expansion of the NPM and LPM, Online’s revenue growth and the Telephia acquisition. Selling, general and administrative expenses increased, on a constant currency basis, in part due to the impact of the Telephia acquisition and increased share option expense (inclusive of the acceleration and settlement of Nielsen//NetRatings’ share options).

Business Media. Adjusted operating income was $88 million for the year ended December 31, 2007 compared to an adjusted pro forma operating income of $73 million for the year ended December 31, 2006, an increase of 19.3%, on a constant currency basis. The increase was primarily attributable to revenue growth in Exposition and eMedia and cost savings initiatives in publications’ circulation, manufacturing and distribution, headcount reductions, partially offset by advertising revenue softness in publications and the sale of certain publications in 2006.

Corporate and Eliminations. Adjusted operating loss was $69 million for the year ended December 31, 2007 compared to an adjusted pro forma operating loss of $55 million for the year ended December 31, 2006. The increase was primarily attributable to increased spending on new product and marketing initiatives and increased share compensation expense when compared to 2006.

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Supplemental Revenue Results By Segment

The following table sets forth, for the periods indicated, certain supplemental revenue data:

							Pro Forma			Successor			Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			Year ended December 31, 2006			Period from May 24, 2006 through December 31, 2006			Period from January 1, 2006 through May 23, 2006
	Unaudited
Revenues by segment
Consumer Services	$	2,838		$	2,650		$	2,296		$	1,425		$	871
Media		1,737			1,570			1,400			859			541
Business Media		440			490			482			266			216
Corporate and eliminations		(3	)		(3	)		(4	)		(2	)		(2	)
Total	$	5,012		$	4,707		$	4,174		$	2,548		$	1,626
Consumer Services revenues by service
Retail Measurement Services	$	1,920		$	1,787		$	1,608		$	1,004		$	604
Consumer Panel Services(1)		298			289			272			172			100
Customized Research Services		297			275			243			154			89
Other Services(1)		323			299			236			158			78
Deferred Revenue Adjustment		—			—			(63	)		(63	)		—
Total	$	2,838		$	2,650		$	2,296		$	1,425		$	871
Media revenues by division
Media	$	1,455		$	1,297		$	1,180		$	730		$	450
Entertainment		150			159			153			95			58
Online		132			114			94			61			33
Deferred Revenue Adjustment		—			—			(27	)		(27	)		—
Total	$	1,737		$	1,570		$	1,400		$	859		$	541
Revenues by geography
United States	$	2,675		$	2,638		$	2,430		$	1,468		$	962
North and South America, excluding the United States		497			440			382			237			145
The Netherlands		46			35			34			22			12
Other Europe, Middle East & Africa		1,308			1,158			944			580			364
Asia Pacific		486			436			384			241			143
Total	$	5,012		$	4,707		$	4,174		$	2,548		$	1,626

(1) Spectra revenues were reclassified to Consumer Panel Services from Other Services.

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					Pro Forma		Successor		Predecessor
(% of Revenue)	Year ended December 31, 2008		Year ended December 31, 2007		Year ended December 31, 2006		Period from May 24, 2006 through December 31, 2006		Period from January 1, 2006 through May 23, 2006
					Unaudited
Revenues by segment
Consumer Services	56	%	56	%	55	%	55	%	54	%
Media	35	%	33	%	34	%	34	%	33	%
Business Media	9	%	11	%	11	%	11	%	13	%
Total Nielsen	100	%	100	%	100	%	100	%	100	%
Consumer Services revenues by service
Retail Measurement Services	38	%	38	%	38	%	39	%	37	%
Consumer Panel Services(1)	6	%	6	%	7	%	7	%	6	%
Customized Research Services	6	%	6	%	6	%	6	%	6	%
Other Services(1)	6	%	6	%	5	%	6	%	5	%
Deferred Revenue Adjustment	—		—		(1	)%	(3	)%	—
Total	56	%	56	%	55	%	55	%	54	%
Media revenues by division
Media	29	%	28	%	29	%	29	%	28	%
Entertainment	3	%	3	%	4	%	4	%	3	%
Online	3	%	2	%	2	%	2	%	2	%
Deferred Revenue Adjustment	—		—		(1	)%	(1	)%	—
Total	35	%	33	%	34	%	34	%	33	%
Business Media	9	%	11	%	11	%	11	%	13	%

(1) Spectra revenues were reclassified to Consumer Panel Services from Other Services.

Liquidity and Capital Resources

Overview

As a result of the Valcon Acquisition and related financing, our contractual obligations, commitments and debt service requirements over the next several years are significant and are substantially higher than amounts prior to the Valcon Acquisition. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash.

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 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. It is possible that changes to global economic conditions could adversely affect our cash flows through increased interest costs or our ability to obtain external financing or to refinance existing indebtedness.

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The Transactions

In connection with the Valcon Acquisition in May 2006, Valcon entered into the Valcon Bridge Loan under which Valcon had borrowed $6,164 million as of August 2006 when the Valcon Bridge Loan was settled and replaced with permanent financing consisting of (i) senior secured credit facilities consisting of seven-year $4,175 million and €800 million senior secured term loan facilities and a six-year $688 million senior secured revolving credit facility and (ii) debt securities, consisting of $650 million 10% and €150 million 9% Senior Notes due 2014 of Nielsen Finance LLC and Nielsen Finance Co., $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 of Nielsen Finance LLC and Nielsen Finance Co. and €343 million 11.125% Senior Discount Notes due 2016 of The Nielsen Company B.V.

Senior Secured Credit Facilities

Our senior secured credit facilities consist of two seven-year facilities of $4,525 million and €546 million, for which outstanding borrowings were $5,185 million at December 31, 2008, as well as a six-year $688 million senior secured revolving credit facility under which $300 million (including $5 million in outstanding letters of credit) was outstanding as at December 31, 2008. The senior secured revolving credit facility of Nielsen Finance LLC, The Nielsen Company (US), Inc., Nielsen Holding and Finance B.V. can be used for revolving loans, letters of credit and for swingline loans, and is available in U.S. Dollars, Euros and certain other currencies.

We are required to repay installments on the borrowings under the senior secured term loan facility in quarterly principal amounts of 0.25% of their original principal amount commencing December 2006, with the remaining amount payable on the maturity date of the term loan facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, various base rates. The applicable margin for borrowings under the senior secured credit facilities may vary based on our attaining certain leverage ratios. We pay a quarterly commitment fee of 0.5% on unused commitments under the senior secured revolving facility. The applicable commitment fee rate may vary subject to us attaining certain leverage ratios. In January 2007, the terms of the senior secured term loan facilities were modified resulting in a 50 and 25 basis point reduction of the applicable margin on the then outstanding $4,175 million and €800 million senior secured term loan facilities, respectively.

Our senior secured credit facilities are guaranteed by Nielsen, all of our wholly owned U.S. subsidiaries and certain of our non-U.S. wholly-owned subsidiaries, and is secured by substantially all of the existing and future property and assets (other than cash) of Nielsen’s U.S. subsidiaries and by a pledge of the capital stock of the guarantors, the capital stock of Nielsen’s U.S. subsidiaries and of the guarantors, and up to 65% of the capital stock of certain of Nielsen’s non-U.S. subsidiaries. Under a separate security agreement, substantially all of the assets of Nielsen are pledged as collateral for amounts outstanding under the senior secured credit facilities.

Our senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Nielsen Holding and Finance B.V. and its restricted subsidiaries and all of our wholly owned U.S. subsidiaries (which together constitute most of Nielsen’s subsidiaries) to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business that Nielsen Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.) and its restricted subsidiaries conduct. In addition, after an initial grace period, Nielsen Holding and Finance B.V. and its restricted subsidiaries are required, beginning with the twelve month period ending December 31, 2007, to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit facilities also contain certain customary affirmative covenants and events of default. We have maintained compliance with all such covenants described above.

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Debt Securities

In August 2006, Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), wholly-owned subsidiaries of Nielsen, issued $650 million 10% and €150 million 9% senior notes due 2014 (the “Senior Notes”). On April 16, 2008, Nielsen Finance consummated a private offering of $220 million aggregate principal amount of their 10% Senior Notes due 2014 (“the Notes”). The net proceeds of the private offering were used to finance our acquisition of IAG and to pay related fees and expenses. The Notes were subsequently registered in July 2008. The carrying values of the combined issuances of these notes were $869 million and $209 million at December 31, 2008, respectively. Interest is payable semi-annually as from February 2007. The Senior Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen Finance’s existing and future senior indebtedness.

In August 2006, Nielsen Finance also issued $1,070 million 12.5% senior subordinated discount notes due 2016 (“Senior Subordinated Discount Notes”) with a carrying amount of $784 million at December 31, 2008. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Subordinated Discount Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all Nielsen Finance’s existing and future senior indebtedness, including the Senior Notes and the senior secured credit facilities.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen Finance is required to make an offer to redeem all of the Senior Notes and Senior Subordinated Discount Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes and Senior Subordinated Discount Notes are jointly and severally guaranteed by Nielsen (See Note 19 “Guarantor Financial Information,” for further information regarding the related guarantees).

We received proceeds of €200 million ($257 million) on the issuance of the €343 million 11.125% senior discount notes due 2016 (“Senior Discount Notes”), with a carrying value of $362 million at December 31, 2008. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Discount Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen’s existing and future senior indebtedness. The notes are effectively subordinated to Nielsen’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all obligations of Nielsen’s subsidiaries.

EMTN Program and Other Financing Arrangements

We have a Euro Medium Term Note program (“EMTN”) program in place. All debt securities and most private placements are quoted on the Luxembourg Stock Exchange. As at December 31, 2008 amounts with carrying values of $595 million of the program amount were issued under the EMTN program. The company can no longer issue new debt under the EMTN program.

Outstanding under the EMTN program above is a GBP 250 million 5.625% EMTN debenture loan issued in 2003 and due in 2010 or 2017 with a carrying amount of $366 million and $497 million at December 31, 2008 and December 31, 2007, respectively. The GBP debenture loan will mature in 2010, unless the maturity has been extended to 2017 pursuant to a remarketing option held by two investment banks. The holders of the remarketing option have the right to acquire the debenture loan in May 2010 and remarket it with a new interest rate determined pursuant to an interest reset procedure. If such right is exercised and the interest reset procedure is not otherwise terminated, the maturity of the debenture loan will be extended to May 2017. If the holders of the remarketing option do not elect to exercise such option, or if the interest reset procedure is terminated (including termination of election by Nielsen), the GBP loan will mature at par in May 2010. In March 2009 we purchased and cancelled a portion of this outstanding debenture loan pursuant to a cash tender offer. Refer to the subsequent event section below for a further discussion of this transaction.

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As a result of the transactions described above and our existing financing arrangements, we are highly leveraged and the debt service requirements are significant. At December 31, 2008 and 2007, we had $8,494 and $8,250 million in aggregate indebtedness, respectively. Our cash interest paid for the years ended December 31, 2008 and 2007 and for the Successor period from May 24, 2006 to December 31, 2006 was $494 million and $533 million and $167 million, respectively.

Use of Proceeds of Transactions and other Financing Transactions

In connection with the transactions discussed above, as well as with the use of available cash on hand and equity contributed to Valcon by the Sponsors, we entered into the following transactions in 2006:

• the cancellation of our €1,000 ($1,230) million committed revolving credit facility, due 2010 (no amount was outstanding);

• the repayment of all amounts outstanding under the Valcon Bridge Facility and the purchase and/or cancellation of certain of Nielsen’s shares;

• the repurchase of substantially all of Nielsen Media Research’s $150 million 7.60% debenture loan due 2009, and the repurchase and/or redemption of €148 ($190) million remaining outstanding aggregate principal amount of Nielsen’s €150 million private placement debenture loan due 2006, €500 ($642) million aggregate principal amount of Nielsen’s 6.625% debenture loan due 2007, NLG 600 ($350) million aggregate principal amount of Nielsen’s 5.50% debenture loan due 2008 and €49 ($63) million remaining outstanding aggregate principal amount of Nielsen’s €600 million 6.75% debenture loan due 2008, in each case pursuant to a tender offer and consent solicitation;

• the repayment of the remaining $167 million of the NLG 500 million subordinated private placement loans; and

• the redemption of our series B preferred stock and related dividends for $132 million.

We entered into the following transactions in 2007:

• Effective January 19, 2007, Nielsen entered into a cross-currency swap maturing in May, 2010 to hedge its exposure to foreign currency exchange rate movements on part of its GBP-denominated external debt. With this transaction a notional amount of GBP 225 million with a fixed interest rate of 5.625% has been swapped to a notional amount of €344 million with a fixed interest rate of 4.033%. The swap has been designated as a foreign currency cash flow hedge.

• Effective January 22, 2007, Nielsen obtained a 50 and 25 basis point reduction of the applicable margin on its U.S. Dollar and Euro senior secured term loan facilities. As of December 31, 2007, this reduction has resulted in estimated interest savings of $22 million.

• On February 9, 2007, Nielsen applied $328 million of the BME sale proceeds towards making a mandatory pre-payment on the €800 million senior secured term loan facility which reduced the amount of the Euro facility to €545 million. By making this pre-payment, Nielsen is no longer required to pay the scheduled Euro quarterly installments for the remainder of the term of the senior secured term loan facility.

• Effective February 9, 2007, Nielsen entered into a cross-currency swap maturing February, 2010 to convert part of its Euro-denominated external debt to U.S. Dollar-denominated debt. With this transaction a notional amount of €200 million with a 3-month Euribor based interest rate is swapped to a notional amount of $259 million with an interest rate based on 3-month USD-Libor minus a spread. No hedge designation was made for this swap.

• Effective May 31, 2007, Nielsen obtained a further 25 basis point reduction of the applicable margin on its U.S. Dollar and Euro senior secured term loan facilities as a result of achieving a secured leverage ratio below 4.25 as of March 31, 2007.

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• To finance the acquisition of Nielsen//NetRatings for $330 million, Nielsen borrowed $115 million of the $688 million senior secured revolving credit facility which was subsequently reduced to $10 million.

• On August 9, 2007, the Company completed the acquisition of Telephia, Inc. for approximately $449 million. $350 million of the purchase price was borrowed under the incremental provision of its senior secured term loan facilities which increased the total U.S. Dollar facility to $4,525 million, and the balance funded through the availability under the Company’s senior secured revolving credit facility and cash on hand.

• During 2007, the Company’s net borrowing with Valcon Acquisition B.V. and Valcon Acquisition (Holding) B.V. increased by $110 million.

We entered into the following transactions in 2008:

• In February 2008, we entered into a 2-year interest rate swap agreement which fixed the LIBOR-related portion of the interest rates for $500 million of our variable rate debt.

• Effective April 2, 2008, we obtained a 25 basis point reduction of the applicable margin on our U.S. Dollar and Euro senior secured term loan facilities as a result of achieving a secured leverage ratio below 4.25 as of December 31, 2007. In addition, we obtained a 25 basis point reduction of the applicable margin on our senior secured revolving credit facility as a result of achieving a total leverage ratio below 6.0 as of December 31, 2007.

• On April 16, 2008, Nielsen Finance LLC and Nielsen Finance Co., our subsidiaries, consummated a private offering of $220 million aggregate principal amount of their 10% Senior Notes due 2014 (the “Notes”). The net proceeds of the private offering were used to finance our acquisition of IAG and to pay related fees and expenses. The Notes were subsequently registered in July 2008.

Subsequent Events

• In January 2009 we issued $330 million in aggregated principal amount of 11.625% Senior Notes due 2014 at an issue price of $297 million with cash proceeds of approximately $291 million net of estimated fees and expenses. We intend to use a substantial portion of these net proceeds to pay down existing indebtedness.

• In February 2009, we entered into two three-year forward interest swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of the interest rates for $500 million of our variable-debt at an average rate of 2.47%. The commencement date of the interest rate swaps coincides with a $1 billion notional amount interest rate swap maturity that was entered into in November 2006.

• In March 2009 we purchased and cancelled approximately GBP 101 million of our total GBP 250 million outstanding 5.625% EMTN debenture notes pursuant to a cash tender offer, whereby we paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued interest. In conjunction with this tender offer we satisfied a portion of the remarketing settlement value with the two holders of a remarketing option associated with the notes and also unwound a portion of our existing GBP/Euro cross-currency swap. We do not expect to record a material gain or loss in the first quarter of 2009 as a result of the combined elements of this transaction.

• In March 2009, we terminated €200 million notional to $259 million notional cross-currency swap, which previously converted part of our Euro-denominated external debt to U.S. Dollar debt and received a cash settlement of approximately $2 million. No hedge designation was made for this swap and therefore all prior changes in fair value were recorded in earnings.

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Cash Flows 2008 versus 2007

At December 31, 2008, cash and cash equivalents were $466 million, an increase of $67 million from December 31, 2007. Our total indebtedness was $8,494 million. In addition, we also had $388 million available for borrowing under our senior secured revolving credit facility at December 31, 2008.

Operating activities. Net cash provided by operating activities was $316 million for the year ended December 31, 2008 compared to $240 million for the year ended December 31, 2007. The primary drivers for the increase in cash flows from operating activities were the growth in business revenues, lower interest payments and stronger client collections, offset by higher vendor payments, lower deferred revenues and increased bonus, pension and one-time payments in 2008.

Investing activities. Net cash used in investing activities was $591 million for the year ended December 31, 2008 compared to $517 million for the year ended December 31, 2007. The higher net cash used was primarily driven by lower proceeds from sale of subsidiaries of $417 million, increased capital expenditures and the impact of the 2007 sale of marketable securities. This was offset by a $594 million reduction of acquisition related expenditures.

Financing activities. Net cash provided by financing activities was $370 million for the year ended December 31, 2008 as compared to $0 million for the year ended December 31, 2007. The higher source of cash was mainly driven by higher net borrowings on the senior secured revolving credit facility, lower repayments of other debt and 2008 capital contributions from Valcon offset by lower proceeds from issuances of other debt.

Cash Flows 2007 versus 2006

We based the following cash flow discussion on the year ended December 31, 2007 and the sum of amounts reported for the combined Successor period from May 24, 2006 to December 31, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation, but is presented in this manner because we believe it enables a meaningful comparison.

At December 31, 2007, cash and cash equivalents were $399 million, a decrease of $232 million from December 31, 2006, our total indebtedness was $8,250 million and we had $678 million available for borrowing under our senior secured revolving credit facility at December 31, 2007.

Operating activities. Net cash provided was $240 million for the year ended December 31, 2007 and $511 million provided in the combined Successor period from May 24, 2006 to December 31, 2006 and the Predecessor period from January 1, 2006 to May 23, 2006. The primary changes in activity in 2007 versus 2006 were collection timing and the effect of revenue growth on trade and other receivables ($108 million), higher restructuring payments ($71 million), and higher interest payments ($313 million), partially offset by additional 2007 cash flow generated by the business segments, and the settlement payment in 2006 to IRI ($55 million).

Investing activities. Net cash used was $517 million for the year ended December 31, 2007 and $240 million for the combined Successor period from May 24, 2006 to December 31, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. The increase in net cash used is primarily due to a $732 million increase in cash paid for acquisitions in 2007 offset by $352 million in higher net proceeds from the sale of subsidiary assets and $80 million from higher sale and maturities of marketable securities.

Financing activities. Net cash used was $0 million for the year ended December 31, 2007 and $728 million for the combined Successor period from May 24, 2006 to December 31, 2006 and Predecessor period from January 1, 2006 to May 23, 2006. The increase was mainly driven by lower repayments of debt, net of proceeds from issuance of debt, partially offset by the 2006 proceeds from the settlement of derivatives.

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Capital Expenditures

Investments in property, plant, equipment, software and other assets totaled $370 million, $266 million and $236 million in 2008, 2007 and 2006, respectively. The most significant expenditures in 2008, 2007, and 2006 were the investment in the data factory systems in U.S. and Europe and NMR U.S.’s rollout of the LPM, AP Meter and the expansion of the NPM. The increase in capital expenditures in 2008 was driven by several projects to improve product offerings and delivery as well as to enhance global infrastructure. This additional investment included expenditures for: On-Demand (an open platform that allows for the quick integration of consumer content for our clients); Answers (a portal which provides global access to our consumer applications and data content); enhancements to Online’s product offerings and delivery; and, infrastructure investments to consolidate data centers and improve processing capabilities.

Covenant EBITDA

Our senior secured credit facility contains a covenant that requires our wholly-owned subsidiary Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a maximum ratio of consolidated total net debt, excluding Nielsen net debt, to Covenant EBITDA of 10.0 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ended September 30, 2007. For test periods commencing:

(1) between October 1, 2007 and December 31, 2007, the maximum ratio is 10.0 to 1.0;

(2) between January 1, 2008 and September 30, 2008, the maximum ratio is 9.5 to 1.0;

(3) between October 1, 2008 and September 30, 2009, the maximum ratio is 8.75 to 1.0;

(4) between October 1, 2009 and September 30, 2010, the maximum ratio is 8.0 to 1.0;

(5) between October 1, 2010 and September 30, 2011, the maximum ratio is 7.5 to 1.0;

(6) between October 1, 2011 and September 30, 2012, the maximum ratio is 7.0 to 1.0; and,

(7) after October 1, 2012, the maximum ratio is 6.25 to 1.0.

In addition, our senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a minimum ratio of Covenant EBITDA to Consolidated Interest Expense of 1.25 to 1.0, including our interest expense, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ended September 30, 2007. For test periods commencing between October 1, 2007 and September 30, 2008, the minimum ratio was 1.35 to 1.0 and for the test period commencing October 1, 2008 and ending September 30, 2009 the minimum ratio requirement will be 1.50 to 1.0. This covenant “steps up” over time to a minimum ratio of Covenant EBITDA to Consolidated Interest Expense of 1.75 to 1.0, including our interest expense, as of the last day of the fiscal quarter ended September 30, 2011. For test periods commencing:

(1) between October 1, 2011 and September 30, 2012, the minimum ratio is 1.60 to 1.0; and,

(2) after October 1, 2012, the minimum ratio is 1.50 to 1.0.

Failure to comply with either of these covenants would result in an event of default under our senior secured credit facility unless waived by our senior credit lenders. An event of default under our senior credit facility can result in the acceleration of our indebtedness under the facility, 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 covenants described above can cause us to go into default under the agreements governing our indebtedness, management believes that our senior secured credit facility and these covenants are material to us. As of December 31, 2008, we were in compliance with the covenants described above.

We also measure the ratio of secured net debt to Covenant EBITDA because our senior secured credit facility contains a provision which will result in a decrease of the applicable interest rate by 0.25% if the ratio is

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lower than 4.25. Effective April 2, 2008, we obtained a 25 basis point reduction of the applicable margin on our U.S. Dollar and Euro senior secured term loan facilities as a result of achieving a secured leverage ratio below 4.25 as of December 31, 2007. Our current secured leverage ratio as of the year ended December 31, 2008 is 3.9.

Covenant earnings before interest, taxes, depreciation and amortization (“Covenant EBITDA”) is a non-GAAP measure used to determine our compliance with certain covenants contained in our senior secured credit facilities. Covenant EBITDA is defined in our senior secured credit facilities as net income (loss) from continuing operations, as adjusted for the items summarized in the table below. Covenant EBITDA is not a presentation made in accordance with GAAP, and our use of the term Covenant EBITDA varies from others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Covenant EBITDA should not be considered as an alternative to net earnings (loss), operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Covenant 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.

For example, Covenant EBITDA:

• excludes income tax payments;

• does not reflect any cash capital expenditure requirements;

• does not reflect changes in, or cash requirements for, our working capital needs;

• does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• includes estimated cost savings and operating synergies;

• does not include one-time transition expenditures that we anticipate we will need to incur to realize cost savings;

• does not reflect management fees payable to the Sponsors;

• does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our new senior secured credit facility may consider not to be indicative of our ongoing operations.

In particular, our definition of Covenant EBITDA allows us to add back certain non-cash and non-recurring charges that are deducted in determining net income. However, these are expenses that may recur, vary greatly, and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.

Because of these limitations we rely primarily on our GAAP results. However, we believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Covenant EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our future financing covenants.

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The following is a reconciliation of our loss from continuing operations, for the three and twelve months ended December 31, 2008, to Covenant EBITDA as defined above under our senior secured credit facilities:

	Covenant EBITDA (unaudited)
(IN MILLIONS)	Three months ended December 31, 2008			Twelve months ended December 31, 2008
Loss from continuing operations	$	(499	)	$	(521	)
Interest expense, net		152			622
Provision for income taxes		9			4
Depreciation and amortization		134			504
EBITDA		(204	)		609
Non-cash charges(1)		427			447
Unusual or non-recurring items(2)		59			56
Restructuring charges and business optimization costs(3)		63			136
Cost savings(4)		n/a			50
Sponsor monitoring fees(5)		3			11
Other(6)		15			34
Covenant EBITDA	$	363		$	1,343
Credit Statistics:
Current portion of long term debt, capital lease obligation and other short-term borrowings				$	421
Long term debt and capital lease obligations					8,073
Total debt					8,494
Cash and cash equivalents					466
Less: Cash of unrestricted subsidiaries					—
Less: Additional deduction per credit agreement					(10	)
Cash and cash equivalents excluding cash of unrestricted subsidiaries/deduction					456
Net debt, including Nielsen net debt(7)				$	8,038
Less: Unsecured debenture loans					(2,819	)
Less: Other unsecured net debt					(8	)
Secured net debt(8)				$	5,211
Net debt, excluding $361 million (at December 31, 2008) of Nielsen net debt(9)				$	7,677
Ratio of secured net debt to Covenant EBITDA					3.9
Ratio of net debt (excluding Nielsen net debt) to Covenant EBITDA(10)					5.7
Consolidated interest expense, including Nielsen interest expense(11)					482
Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense					2.8

(1) Consists of non-cash items that are permitted adjustments in calculating covenant compliance under the senior secured credit facility, primarily goodwill impairment.

(2) Unusual or non-recurring items include (amounts in millions):

	Three months ended December 31, 2008		Twelve months ended December 31, 2008
Currency exchange rate differences on financial transactions and other gains and losses(a)	$	33	$	(9	)
Duplicative running costs(b)		4		24
U.S. Listing/Consulting Fees Costs		3		7
Loss on Derivative Instruments		10		15
Other(c)		9		19
Total	$	59	$	56

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(a) Represents foreign exchange gains or losses on revaluation of external debt and intercompany loans.

(b) Represents the costs incurred in Europe as a result of the parallel running of data factory systems expected to be eliminated. Also includes duplicative Transformation Initiative running costs.

(c) Includes other unusual or non-recurring items, including one-time systems implementation costs, which are required or permitted adjustments in calculating covenant compliance under the senior secured credit facility.

(3) Restructuring charges and business optimization costs (including costs associated with Transformation Initiative), severance and relocation costs.

(4) Represents the amount of run rate cost savings related to the Transformation Initiative projected by us in good faith to be realized as a result of specified actions. Run rate savings represent estimated annualized savings expected to be realized one year from December 31, 2008. We do not make specific assumptions relating to run-rate cost savings on an interim basis. See Note 8 to the consolidated financial statements, “Restructuring Activities,” for discussion of the Transformation Initiative.

The adjustments reflecting estimated cost savings constitute forward looking statements described within the Private Securities Litigation Reform Act of 1995, as amended. We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. We also cannot assure you that we will not exceed one time restructuring costs associated with implementing the anticipated cost savings.

(5) Represents the annual Sponsor monitoring fees effective as of the acquisition date, to be increased by 5% on an annual basis.

(6) These adjustments include the pro forma EBITDA impact of businesses that were acquired or disposed of during the last twelve months, gain on sale of fixed assets, subsidiaries and affiliates, dividends received from affiliates; equity in net income of affiliates, and the exclusion of Covenant EBITDA attributable to unrestricted subsidiaries.

(7) Net debt, including Nielsen net debt, is not a defined term under GAAP. Net debt is calculated as total debt less cash and cash equivalents at December 31, 2008 excluding a contractual $10 million threshold.

(8) The net secured debt is the consolidated total net debt that is secured by a lien on any assets or property of a loan party or a restricted subsidiary.

(9) Net debt, as defined, excluding $361 million of Nielsen net debt, is not a defined term under GAAP. We and our unrestricted subsidiaries are not subject to the restrictive covenants contained in the senior secured credit facility, and our Senior Discount Notes are not considered obligations of any of our subsidiaries. Therefore, these notes will not be taken into account when calculating the ratios under the senior secured credit facility.

(10) For the reasons discussed in footnote (9) above, the ratio of net debt (excluding our Senior Discount Notes) to Covenant EBITDA presented above does not include $361 million of our net indebtedness.

(11) Consolidated interest expense is not a defined term under GAAP. Consolidated interest expense for any period is defined in our senior secured credit facility as the sum of (i) the cash interest expense of Nielsen Holding and Finance B.V. and its subsidiaries with respect to all outstanding indebtedness, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance and net costs under swap contracts, net of cash interest income, and (ii) any cash payments in respect of the accretion or accrual of discounted liabilities during such period related to borrowed money (with a maturity of more than one year) that were amortized or accrued in a previous period, excluding, in each case, however, among other things, the amortization of deferred financing costs and any other amounts of non-cash interest, the accretion or accrual of discounted liabilities during such period, commissions, discounts, yield and other fees and charges incurred in connection with certain permitted receivables financing and all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees. Consolidated interest expense, including our interest expense, is not a defined term under GAAP. Consolidated interest expense, including our interest expense, is calculated as total consolidated interest expense for the four consecutive fiscal quarter periods ended on December 31, 2008, including $39 million of our interest expense as follows:

(IN MILLIONS)
Cash Interest Expense	$	494
Less: Cash Interest Income		21
Net Cash Interest Expense for the twelve months ended December 31, 2008		473
Plus: Pro Forma impact for the acquisitions and divestitures		9
Pro Forma Cash Interest Expense for the twelve months ended December 31, 2008	$	482

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See “—Liquidity and Capital Resources” for further information on our indebtedness and covenants.

Transactions with Sponsors and Other Related Parties

We recorded $11 million in selling, general and administrative expenses related to Sponsor management fees, travel and consulting for both years ended December 31, 2008 and 2007.

A portion of the borrowings under the senior secured credit facility have been sold to certain of the Sponsors at terms consistent with third party borrowers. Amounts held by the sponsors were $445 million and $380 million as of December 31, 2008 and 2007, respectively. Interest expense associated with amounts held by the Sponsors approximated $22 million and $28 million during the years ended December 31, 2008 and 2007, respectively, and $15 million during the period May 24, 2006 to December 31, 2006. The Sponsors, their subsidiaries, affiliates and controlling stockholders may, from time to time, depending on market conditions, seek to purchase debt securities issued by the Company or its subsidiaries or affiliates in open market or privately negotiated transactions or by other means. The Company makes no undertaking to disclose any such transactions except as may be required by applicable laws and regulations.

During the second quarter of 2008, we repaid all previously outstanding loans with both Valcon and Dutch Holdco. A portion of the repayments was used by Valcon to acquire the remaining outstanding Nielsen common shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements.

At December 31, 2008, short-term debt included $2 million payable to Dutch Holdco. We recorded $2 million and $4 million in interest expense from loans with related parties for the year ended December 31, 2008 and 2007, respectively.

Commitments and Contingencies

Outsourced Services Agreements

On February 19, 2008, we amended and restated our Master Services Agreement dated June 16, 2004 (“MSA”), with Tata America International Corporation and Tata Consultancy Services Limited (jointly “TCS”). The term of the amended and restated MSA is for ten years, effective October 1, 2007; with a one year renewal option granted to us, during which ten year period (or if we exercise our renewal option, eleven year period) we have committed to purchase at least $1 billion in services from TCS. Unless mutually agreed, the payment rates for services under the amended and restated MSA are not subject to adjustment due to inflation or changes in foreign currency exchange rates. TCS will provide us with Information Technology, Applications Development and Maintenance and Business Process Outsourcing services globally. The amount of the purchase commitment may be reduced upon the occurrence of certain events, some of which also provide us with the right to terminate the agreement.

In addition, in 2008, we entered into an agreement with TCS to outsource our global IT Infrastructure services. The agreement has an initial term of seven years, and provides for TCS to manage our infrastructure costs at an agreed upon level and to provide Nielsen’s infrastructure services globally for an annual service charge of $39 million per year, which applies towards the satisfaction of our aforementioned purchased services commitment with TCS of at least $1 billion over the term of the amended and restated MSA. The agreement is subject to earlier termination under certain limited conditions.

Other Contractual Obligations. Our other contractual obligations include capital lease obligations, facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services, the payment of principal on debt and pension fund obligations.

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At December 31, 2008, the minimum annual payments under these agreements and other contracts that had initial or remaining non-cancelable terms in excess of one year are as listed in the following table:

	Payments due by period
(IN MILLIONS)	TOTAL		2009		2010		2011		2012		2013		AFTER 2013
Capital lease obligations and other debt(a)	$	279	$	79	$	15	$	14	$	14	$	14	$	143
Operating leases(b)		517		114		98		77		61		46		121
Other contractual obligations(c)		1,126		247		163		136		124		120		336
Short-term and long-term debt(d)		8,458		350		333		90		159		5,005		2,521
Interest(e)		2,794		447		397		332		478		453		687
Pension fund obligations(f)		46		46		—		—		—		—		—
FIN 48 Obligations(g)		4		4		—		—		—		—		—
Total	$	13,224	$	1,287	$	1,006	$	649	$	836	$	5,638	$	3,808

(a) Our capital lease obligations are described in Note 10 to the consolidated financial statements “Long-Term Debt and Other Financing Arrangements.” Other debt represents bank overdrafts due within one year.

(b) Our operating lease obligations are described in Note 15 to the consolidated financial statements “Commitments and Contingencies.”

(c) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. We generally require purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing. Our remaining commitments under the outsourced services agreements with TCS have been included above on an estimated straight-line basis over the period within the contractual period inn which we expect to satisfy our obligations.

(d) Short-term and long-term debt obligations are shown at their carrying amounts as of December 31, 2008 and also reflect the issuance of $330 million in aggregate principal ($297 issue price) of Senior Notes due 2016 and the extinguishment of GBP 101 million of our GBP 250 million EMTN as a result of a tender offer in March 2009.

(e) Interest payments consist of interest on both fixed-rate and variable-rate debt. Variable-rate debt consists primarily of the unhedged portion of the $4,525 million term loan facility (4.24% at December 31, 2008) and the Euro denominated portion of the term loan facility (€546 million at 5.15% at December 31, 2008). See Note 11 to the consolidated financial statements, “Long-Term Debt and Other Financing Arrangements.” These future interest payments reflect the impact certain significant items occurring subsequent to December 31, 2008; including our issuance of $330 million in aggregate principal Senior Notes due 2016, the extinguishment of approximately GBP 101 million (approximately $146 million) of our GBP 250 million EMTN as a result of a tender offer, the maturity of our $1 billion notional amount interest rate swaps in November 2009 and the execution of our $500 million November 2009 forward-starting interest rate swap.

(f) Our contribution to pension and other post-retirement defined benefit plans for 2008 was $49 million, 2007 was $31 million; for the Successor period from May 24, 2006 to December 31, 2006 was $19 million and for the Predecessor period from January 1, 2006 to May 23, 2006 was $9 million. Future pension and other post-retirement benefits contributions are not determinable for time periods after 2009.

(g) Due to the uncertainty with respect to the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2008, the Company is unable to make reasonably reliable estimates of the timing of cash settlements with the respective taxing authorities. Therefore, $209 million of unrecognized tax benefits (which includes interest and penalties of $22 million) have been excluded from the contractual obligations table above, except for $4 million that may become payable during 2009. See Note 13 to the consolidated financial statements, “Income Taxes”, for a discussion on income taxes.

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Guarantees and Other Contingent Commitments

At December 31, 2008, we were committed under the following significant guarantee arrangements:

Sub-lease guarantees

We provide sub-lease guarantees in accordance with certain agreements pursuant to which we guarantee all rental payments upon default of rental payment by the sub-lessee. To date, we have not been required to perform under such arrangements, and do not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.

Letters of credit

Letters of credit issued and outstanding amount to $5 million at December 31, 2008.

Indemnification agreements

In connection with the sale of Directories in 2004, we are subject to certain contingent liabilities relating to periods prior to the sale, pursuant to an indemnity agreement with the acquirer, World Directories Acquisition Corp. As of December 31, 2008, we have accrued approximately $11 million relating to this indemnity agreement.

Termination Agreement Nielsen—IMS Health

On November 17, 2005, Nielsen and IMS Health Inc. (“IMS Health”) announced their agreement to terminate the planned merger of the two companies. Under the terms of the termination agreement, among other things, we agreed to pay an amount of $45 million to IMS Health should we be acquired pursuant to any agreement entered into within the 12 months following the termination. For its part, IMS Health agreed to pay us $15 million should IMS Health be acquired pursuant to any agreement entered into within the 12 months following the termination. On May 24, 2006, due to the consummation of the Valcon Acquisition, we made the $45 million payment to IMS Health.

Legal Proceedings and Contingencies

We are subject to litigation and other claims in the ordinary course of business, however, except as described below and in Note 15 to the consolidated financial statements, “Commitments and Contingencies,” there are no other pending actions, suits or proceedings against or affecting us which, if determined adversely to us, would in our view, individually or in the aggregate, have a material effect on our business, consolidated financial position or results of operations.

D&B Legacy Tax Matters

In November 1996, D&B, then known as The Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the A.C. Nielsen Company (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off The Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Valcon, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, we acquired NMR and in 2001 we acquired ACNielsen.

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Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

In connection with the acquisition of NMR, we recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. During the year ended December 31, 2008, we paid $6 million to settle our portion of one of the outstanding tax matters previously in arbitration, including $1 million in interest. As of December 31, 2008, we had $11 million of remaining accruals, which are considered to be adequate to cover any liabilities associated with the remaining matters.

Off-Balance Sheet Arrangements

Except as disclosed above, 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

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. SFAS 157 also expands financial statement disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position No. 157-2 (“FSP 157-2”), which delayed the effective date of SFAS 157 for one year, for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS 157 and FSP 157-2 were effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS 157 beginning January 1, 2008 for all financial assets and financial liabilities that are recognized at fair value. Additionally, for all non-financial assets and non-financial liabilities that are recognized at fair value in the financial statements on a nonrecurring basis, the Company has adopted the provisions of FSP 157-2 and delayed the effective date of SFAS 157 until January 1, 2009. The impact of partially adopting SFAS 157 effective January 1, 2008 was not material to the consolidated financial statements. We do not believe the full adoption of SFAS 157 with respect to our nonfinancial assets and liabilities will have a material effect on our consolidated financial statements. Nonfinancial assets and liabilities for which we have not applied the provisions of SFAS 157 primarily include those measured at fair value in impairment testing and those initially measured at fair value in a business combination.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an Amendment of FASB Statement No. 115” (“SFAS 159”), which permits but does not require the Company to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This statement was effective for financial statements issued for fiscal years beginning after November 15, 2007. As the Company did not elect to fair value any of its financial instruments under the provisions of SFAS 159, the adoption of this statement effective January 1, 2008 did not have an impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations”, a replacement of SFAS 141 (“SFAS 141(R)”). SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008 and applies to all business combinations. SFAS 141(R) provides that, upon initially obtaining control, an acquirer shall recognize 100 percent of the fair values of acquired assets, including goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100 percent of its target.

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As a consequence, the current step acquisition model will be eliminated. Additionally, SFAS 141(R) changes current practice, in part, as follows: (i) contingent consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase price consideration; (ii) transaction costs will be expensed as incurred, rather than capitalized as part of the purchase price; (iii) pre-acquisition contingencies, such as those relating to legal matters, will generally have to be accounted for in purchase accounting at fair value; (iv) in order to accrue for a restructuring plan in purchase accounting, the requirements in SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” would have to be met at the acquisition date; and (v) changes to valuation allowances for deferred income tax assets and adjustments to unrecognized tax benefits generally will be recognized as adjustments to income tax expense rather than goodwill. The adoption of SFAS 141(R) will impact our treatment of future adjustments to existing tax contingencies and allowances, however, such impact can not be quantified. In addition the adoption of SFAS 141(R) on January 1, 2009 could materially change the accounting for business combinations consummated subsequent to that date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51.” This statement establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This statement is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS No. 160, effective January 1, 2009, is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities;” and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008 and therefore the Company will be required to provide such disclosures beginning with the interim period ended March 31, 2009. We do not expect SFAS 161 to have a material impact on its consolidated financial statements.

Item 7A. 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, deriving approximately 46% of revenues for the year ended December 31, 2008 in currencies other than the U.S. Dollar. We predominantly generate revenue and expenses in local currencies. 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.

70

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 year ended December 31, 2008:

	U.S. Dollars		Euro		Other Currencies
Revenues	54	%	15	%	31	%
Operating costs	58	%	15	%	27	%

Based on the year ended December 31, 2008, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million annually, with an immaterial impact on operating income.

Interest Rate Risk

At December 31, 2008, we had $5,620 million nominal amount of debt under our senior secured credit facilities and our EMTN floating rate notes which are based on a floating rate index. A one percentage point increase in these floating rates would increase our annual interest expense by approximately $56 million. Given our exposure to volatility in floating rates, we evaluated hedging opportunities and entered into hedging transactions in November 2006, January 2007 and February 2008. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase interest expense by approximately $20 million. As a result of our hedging strategies, the rate of interest that we pay on our indebtedness was not significantly affected by recent fluctuations in interest rates resulting from current adverse conditions in global credit markets.

Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a 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 credit rating. Our credit risk exposure is managed through the continuous monitoring of our exposures to such counterparties.

Recent developments in the U.S. and global financial markets have not required us to materially modify or change our financial risk management strategies with respect to our exposures to interest rate and foreign currency risk.

Equity Price Risk

We are not exposed to material equity risk.

71

Item 8. Financial Statements and Supplementary Data

The Nielsen Company B.V.

Index to Consolidated Financial Statements

Management’s Annual Report on Internal Controls Over Financial Reporting	73
Report of Independent Registered Public Accounting Firm	74
Consolidated Balance Sheets	75
Consolidated Statement of Operations	76
Consolidated Statement of Cash Flows	77
Consolidated Statement of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income	78
Notes to Consolidated Financial Statements	81
Schedule II—Valuation and Qualifying Accounts	145

72

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company and has performed an evaluation of the effectiveness of our internals control over financial reporting as of December 31, 2008, based on the framework and criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that our internal controls over financial reporting were effective as of December 31, 2008.

This annual report on Form 10-K does not include an attestation report of Nielsen’s independent registered public accounting firm regarding internal control over financial reporting. Our internal controls over financial reporting were not subject to attestation by Nielsen’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

/s/ David L. Calhoun	/s/ Brian West
David L. Calhoun	Brian West
Chief Executive Officer	Chief Financial Officer
March 26, 2009

73

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board and Shareholders

The Nielsen Company B.V.

We have audited the accompanying consolidated balance sheets of The Nielsen Company B.V. as of December 31, 2008 and 2007 and the related consolidated statements of operations, changes in shareholders’ equity and accumulated other comprehensive income, and cash flows for each of the two years in the period ended December 31, 2008 and for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Nielsen Company B.V. at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2008 and for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, The Nielsen Company B.V. changed its method of accounting for uncertainty in income taxes effective January 1, 2007.

/s/ ERNST & YOUNG LLP

New York, New York

March 20, 2009

74

The Nielsen Company B.V.

Consolidated Balance Sheets

	Successor
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	December 31, 2008			December 31, 2007
Assets:
Current assets
Cash and cash equivalents	$	466		$	399
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $33 and $27 in 2008 and 2007, respectively		958			912
Prepaid expenses and other current assets		189			182
Total current assets		1,613			1,493
Non-current assets
Property, plant and equipment, net		603			559
Goodwill		7,185			7,786
Other intangible assets, net		5,070			5,343
Deferred tax assets		319			235
Other non-current assets		568			838
Total assets	$	15,358		$	16,254
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	1,019		$	1,135
Deferred revenues		438			502
Income tax liabilities		138			100
Current portion of long-term debt, capital lease obligations and other short-term borrowings		421			213
Total current liabilities		2,016			1,950
Non-current liabilities
Long-term debt and capital lease obligations		8,073			8,037
Deferred tax liabilities		1,592			1,716
Other non-current liabilities		786			590
Total liabilities		12,467			12,293
Commitments and contingencies (Note 15)
Minority interests		16			4
Shareholders’ equity:
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding		1			1
Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at December 31, 2008 and December 31, 2007		58			58
Additional paid-in capital		4,342			4,180
Accumulated deficit		(1,095	)		(593	)
Accumulated other comprehensive (loss)/income, net of income taxes		(431	)		311
Total shareholders’ equity		2,875			3,957
Total liabilities, minority interests and shareholders’ equity	$	15,358		$	16,254

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

75

The Nielsen Company B.V.

Consolidated Statements of Operations

	Successor									Predecessor
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Revenues	$	5,012		$	4,707		$	2,548		$	1,626
Cost of revenues, exclusive of depreciation and amortization shown separately below		2,183			2,112			1,202			787
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		1,655			1,585			912			554
Depreciation and amortization		504			457			257			126
Transaction costs		—			—			—			95
Impairment of goodwill		432			—			—			—
Restructuring costs		120			137			68			7
Operating income		118			416			109			57
Interest income		17			30			11			8
Interest expense		(639	)		(648	)		(372	)		(48	)
(Loss)/gain on derivative instruments		(15	)		40			5			(9	)
Loss on early extinguishment of debt		—			—			(65	)		—
Foreign currency exchange transaction gains/(losses), net		22			(105	)		(71	)		(3	)
Other (expense)/income, net		(13	)		1			(7	)		14
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(510	)		(266	)		(390	)		19
(Provision)/benefit for income taxes		(4	)		(18	)		105			(39	)
Minority interests		—			—			—			—
Equity in net (loss)/income of affiliates		(7	)		2			6			6
Loss from continuing operations		(521	)		(282	)		(279	)		(14	)
Income/(loss) from discontinued operations, net of tax		19			2			(17	)		—
Net loss	$	(502	)	$	(280	)	$	(296	)		(14	)
Preferred stock dividends		NM			NM			NM			(3	)
Net loss available to common shareholders		NM			NM			NM		$	(17	)
Net loss per common share, basic and diluted
Loss from continuing operations		NM			NM			NM		$	(0.06	)
Income/(loss) from discontinued operations, net of tax		NM			NM			NM			—
Net loss per common share		NM			NM			NM		$	(0.06	)
Weighted average common shares outstanding
Basic		NM			NM			NM			257,462,508
Diluted		NM			NM			NM			257,462,508

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

76

The Nielsen Company B.V.

Consolidated Statements of Cash Flows

	Successor									Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Operating Activities
Net loss	$	(502	)	$	(280	)	$	(296	)	$	(14	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based payments expense		18			52			14			20
Gain on sale of discontinued operations, net of tax		(19	)		(17	)		—			(3	)
Deferred income taxes		(126	)		(48	)		(193	)		33
Currency exchange rate differences on financial transactions and other (gains)/losses		(9	)		104			78			(11	)
Loss on early extinguishment of debt		—			—			65			—
Loss/(gain) on derivative instruments		15			(40	)		(5	)		9
Equity in net loss/(income) from affiliates, net of dividends received		18			6			(2	)		2
Minority interest in net income of consolidated subsidiaries		—			—			—			1
Loss/(gain) on sale of fixed assets, subsidiaries and affiliates		1			(1	)		—			—
Depreciation and amortization		504			457			265			128
Impairment of goodwill		432			—			—			—
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(68	)		(115	)		(38	)		31
Prepaid expenses and other current assets		(7	)		6			(3	)		2
Accounts payable and other current liabilities and deferred revenues		(131	)		49			285			(95	)
Other non-current liabilities		2			(14	)		—			(3	)
Interest receivable		4			(1	)		2			5
Interest payable		145			115			219			(4	)
Income taxes payable		39			(33	)		41			(22	)
Net cash provided by operating activities		316			240			432			79
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(238	)		(832	)		(43	)		(57	)
Proceeds/(payments) from sale of subsidiaries and affiliates, net		23			440			91			(3	)
Additions to property, plant and equipment and other assets		(224	)		(154	)		(110	)		(45	)
Additions to intangible assets		(146	)		(112	)		(57	)		(24	)
Purchases of marketable securities		—			(75	)		(63	)		(56	)
Sale and maturities of marketable securities		—			210			59			71
Other investing activities		(6	)		6			(20	)		17
Net cash used in investing activities		(591	)		(517	)		(143	)		(97	)
Financing Activities
Net borrowings from revolving credit facility		285			10			—			—
Payment to Valcon to settle certain borrowings for the Valcon Acquisition		—			—			(5,862	)		—
Proceeds from issuances of debt, net of issuance costs of $137 in the Successor period from May 24 – December 31, 2006		217			451			6,787			—
Repayment of debt		(184	)		(378	)		(1,549	)		(466	)
(Decrease)/increase in other short-term borrowings		(13	)		(69	)		34			(6	)
Stock activity of subsidiaries, net		(2	)		—			6			(9	)
Valcon capital contribution		79			—			—			—
Repurchase of preference shares		—			—			(116	)		—
Cash dividends paid to shareholders		—			—			(16	)		—
Activity under stock plans		(1	)		(10	)		(91	)		40
Settlement of derivatives and other financing activities		(11	)		(4	)		308			212
Net cash provided by/(used in) financing activities		370			—			(499	)		(229	)
Effect of exchange-rate changes on cash and cash equivalents		(28	)		45			8			61
Net increase/(decrease) in cash and cash equivalents		67			(232	)		(202	)		(186	)
Cash and cash equivalents at beginning of period		399			631			833			1,019
Cash and cash equivalents at end of period	$	466		$	399		$	631		$	833
Non-cash Investing and Financing Activities
Valcon transactions pushed down to Nielsen
Acquisition of Nielsen by Valcon	$	—		$	—		$	(10,062	)	$	—
Net borrowings for the Valcon acquisition, net of issuance costs of $60		—			—			5,773			—
Investment by parent companies		—			—			4,289			—
Supplemental Cash Flow Information
Cash paid for income taxes	$	(91	)	$	(99	)	$	(57	)	$	(30	)
Cash paid for interest, net of amounts capitalized	$	(494	)	$	(533	)	$	(167	)	$	(53	)

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

77

The Nielsen Company B.V.

Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income

(IN MILLIONS)	Total Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Accumulated Other Comprehensive Income/ (Loss), Net											Total Shareholders’ Equity
											Currency Translation Adjustments			Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain on Cash Flow Hedges		Minimum Pension Liability
Predecessor
Balance, January 1, 2006	$	3	$	58	$	2,819		$	3,140		$	(587	)	$	10		$	3	$	(111	)	$	5,335
Comprehensive income/(loss):
Net loss									(14	)													(14	)
Other comprehensive income:
Currency translation adjustments, net of tax of $7												106											106
Unrealized gain on available-for-sale securities															(4	)							(4	)
Cash flow hedges																		1					1
Total other comprehensive income																							103
Total comprehensive income																							89
Activity under stock plans						39																	39
Share-based payments expense						(63	)																(63	)
Dilution on stock issuance of subsidiary						(6	)																(6	)
Balance, May 23, 2006	$	3	$	58	$	2,789		$	3,126		$	(481	)	$	6		$	4	$	(111	)	$	5,394

78

(IN MILLIONS)	Total Preferred Stock			Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Accumulated Other Comprehensive Income/ (Loss), Net											Total Shareholders’ Equity
												Currency Translation Adjustments		Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain/(Loss) on Cash Flow Hedges			Post Employment Adjustments SFAS 158
Successor
Valcon Equity	$	3		$	58	$	4,228		$	—		$	—	$	—		$	—		$	—		$	4,289
Comprehensive income/(loss):
Net loss										(296	)													(296	)
Other comprehensive income:
Currency translation adjustments													37											37
Unrealized loss on pension liability																					(1	)		(1	)
Unrealized gain on available-for-sale securities															1									1
Cash flow hedges, net of tax of $(1)																		9						9
Total other comprehensive income																								46
Total comprehensive loss																								(250	)
Repurchase of preference shares		(2	)				(114	)																(116	)
Dividend to preferred shareholders, net of tax of $1										(17	)													(17	)
Share-based payments expense							7																	7
Dilution on stock issuance of subsidiary							1																	1
Balance, December 31, 2006		1			58		4,122			(313	)		37		1			9			(1	)		3,914
Comprehensive income/(loss):
Net loss										(280	)													(280	)
Other comprehensive income:
Currency translation adjustments, net of tax of $(38)													281											281
Unrealized gain on pension liability, net of tax of $(15)																					40			40
Unrealized gain on available-for-sale securities															(5	)								(5	)
Cash flow hedges, net of tax of $32																		(51	)					(51	)
Total other comprehensive income																								265
Total comprehensive loss																								(15	)
Options issued in business acquisitions							6																	6
Share-based payments expense							52																	52
Balance, December 31, 2007		1			58		4,180			(593	)		318		(4	)		(42	)		39			3,957

79

(IN MILLIONS)	Total Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Accumulated Other Comprehensive Income/ (Loss), Net												Total Shareholders’ Equity
											Currency Translation Adjustments			Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain/(Loss) on Cash Flow Hedges			Post Employment Adjustments SFAS 158
Balance, December 31, 2007		1		58		4,180			(593	)		318			(4	)		(42	)		39			3,957
Comprehensive income/(loss):
Net loss									(502	)														(502	)
Other comprehensive income:
Currency translation adjustments, net of tax of $11												(564	)											(564	)
Unrealized loss on pension liability, net of tax of $49																					(143	)		(143	)
Realized loss on available-for-sale securities															4									4
Cash flow hedges, net of tax of $29																		(39	)					(39	)
Total other comprehensive loss																								(742	)
Total comprehensive loss																								(1,244	)
Valcon Capital Contribution						79																		79
Valcon Minority Interest Squeeze-out						65																		65
Activity under stock plans						(1	)																	(1	)
Options issued in business acquisitions						1																		1
Share-based payments expense						18																		18
Balance, December 31, 2008	$	1	$	58	$	4,342		$	(1,095	)	$	(246	)	$	—		$	(81	)	$	(104	)	$	2,875

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

80

The Nielsen Company B.V.

Notes to Consolidated Financial Statements

1. Description of Business, Basis of Presentation and Significant Accounting Policies

The Nielsen Company B.V. (the “Company” or “Nielsen”) is a global information and media company with leading market positions and recognized brands. Nielsen is organized into three segments: Consumer Services, Media and Business Media. Nielsen is active in approximately 100 countries, with its headquarters located in Haarlem, the Netherlands and New York, USA.

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition B.V. (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”). Valcon’s cumulative purchases totaled 99.4% of Nielsen’s outstanding common shares as of December 31, 2007. In May 2008, Valcon acquired the remaining Nielsen common shares through a statutory squeeze-out procedure pursuant to Dutch legal and regulatory requirements and therefore held 100% of the Company’s outstanding common shares as of December 31, 2008. Valcon also acquired 100% of the preferred B shares which were subsequently canceled during 2006. The common and preferred shares were delisted from the NYSE Euronext on July 11, 2006.

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). Valcon’s cost of acquiring Nielsen has been pushed-down to establish the new accounting basis in Nielsen. Although Nielsen continues as the same legal entity after the Valcon Acquisition, the accompanying consolidated statements of operations, cash flows and changes in shareholders’ equity are presented for two periods: Predecessor and Successor, which relate to periods preceding and succeeding the Valcon Acquisition. These separate periods reflect the new accounting basis established for Nielsen as of the acquisition date and have been separated by a vertical line on the face of the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting. The Successor portion of the financial statements also reflects the push-down of Valcon’s borrowings under its senior secured bridge facility, which was used to fund a portion of the Valcon Acquisition, and was repaid with funds borrowed by Nielsen and certain of its subsidiaries and equity contributions from the Sponsors.

The consolidated financial statements of Nielsen have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and all amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”).

Consolidation

The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The equity method of accounting is used for investments in affiliates and joint ventures where Nielsen has significant influence but not control, usually supported by a shareholding of between 20% and 50% of the voting rights. Investments in which Nielsen owns less than 20% are accounted for either as available-for-sale securities if the shares are publicly traded or as cost method investments. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation. Prior to January 1, 2008, certain of the Company’s subsidiaries outside the United States and Canada were included in the consolidated financial statements on the basis of fiscal years ending November 30th in order to facilitate a timely consolidation. This one-month reporting lag was eliminated during the first quarter of 2008 as it was no longer required to achieve a timely consolidation. In accordance with EITF No. 06-9, “Reporting a Change in (or the Elimination of) a Previously Existing Difference between the Fiscal Year-End of a Parent Company and That of a Consolidated Entity or between the Reporting Period of an Investor and That of an Equity Method Investee”, the elimination of this previously existing reporting lag is considered a change in accounting principle in accordance with FASB Statement No. 154, “Accounting Changes and Error Corrections”. The Company has not

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retrospectively applied the change in accounting since its impact to the consolidated balance sheets and related statements of operations and cash flows was immaterial for all periods. The accounting policies followed by Nielsen in the Successor period are consistent with those of the Predecessor period. Certain reclassifications have been made to the prior period amounts to conform to the December 31, 2008 presentation.

Foreign Currency Translation

Nielsen has significant investments outside the United States, primarily in the Euro-zone and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in shareholders’ equity as a component of accumulated other comprehensive income/(loss), whereas transaction gains and losses are recognized in foreign exchange transactions (losses)/gains, net.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Investments

Investments include available-for-sale securities carried at fair value, or at cost if not publicly traded, investments in affiliates, and a trading asset portfolio maintained to generate returns to offset changes in certain liabilities related to deferred compensation arrangements. For the available-for-sale securities, any unrealized holding gains and losses, net of deferred income taxes, are excluded from operating results and are recognized in shareholders’ equity as a component of accumulated other comprehensive income/(loss) until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence. In the fourth quarter of 2008, Nielsen determined that the decline in value of its investment in a company currently listed on the NYSE Euronext and accounted for as an available-for-sale security was other than temporary and therefore realized a loss of $12 million as a component of other (expense)/income in the consolidated financial statements. Of this realized loss, $4 million was unrealized as of December 31, 2007 and included as a component of accumulated other comprehensive income/(loss).

Financial Instruments

Nielsen’s financial instruments include cash and cash equivalents, investments, long-term debt and derivative financial instruments. These financial instruments potentially subject Nielsen to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with acknowledged financial institutions. The carrying value of Nielsen’s financial instruments approximate fair value, except for differences with respect to long-term, fixed and variable-rate debt and certain differences relating to investments accounted for at cost. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques. Cash equivalents have original maturities of three months or less.

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Notes to Consolidated Financial Statements (continued)

In addition, the Company has accounts receivable that are not collateralized. The Consumer Services and Media segments service high quality clients dispersed across many geographic areas and Business Media’s customer base consists of a large number of diverse customers. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends in determining the allowance for doubtful accounts.

Derivative Financial Instruments / Hedge Accounting

Nielsen uses derivative instruments principally to manage the risk associated with movements in foreign currency exchange rates and the risk that changes in interest rates will affect the fair value or cash flows of its 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 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 other comprehensive income.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses, if any.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. Nielsen has designated October 1^st as the date in which the annual assessment is performed as this timing corresponds with the development of the Company’s formal budget and business plan review. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. The Company established, and continues to evaluate, its reporting units based on its internal reporting structure and generally defines such reporting units at its operating segment level or one level below. The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily an income approach using a discounted cash flow analysis and a market-based approach.

A discounted cash flow analysis requires the use of various assumptions, including expectations of future cash flows, growth rates, discount rates and tax rates in developing the present value of future cash flow projections. Nielsen also uses a market-based approach in estimating the fair value of its reporting units. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings as well as recent comparable transactions.

The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names

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Notes to Consolidated Financial Statements (continued)

and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

As discussed further below (See Note 5, “Goodwill and Other Intangible Assets”) Nielsen’s operating results for the year ended December 31, 2008 include an aggregate goodwill impairment charge of $432 million. There was no impairment noted in 2008 with respect to the Company’s indefinite lived intangible assets. The tests for 2007 and 2006 confirmed that the fair value of Nielsen’s reporting units and indefinite lived intangible assets exceeded their respective carrying amounts and that no impairment was required.

Software and Other Amortized Intangible Assets

Intangible assets with finite lives are stated at historical cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually:

		Weighted Average
Trade names and trademarks (with finite lives)	5 - 40 years	25
Customer-related intangibles	6 - 25 years	22
Covenants-not-to-compete	2 -   7 years	4
Computer software	3 -   6 years	5
Patents and other	3 - 10 years	6

Nielsen has purchased and internally developed software to facilitate its global information processing, financial reporting and client access needs. These costs and related software implementation costs are capitalized in accordance with the American Institute of Certified Public Accountants’ Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” and amortized over the estimated useful life.

Research and Development Costs

Research and development costs, which were not material for any periods presented, are expensed as incurred.

Property, Plant and Equipment

Property, plant and equipment are carried at historical cost less accumulated depreciation and impairment losses. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of 25 to 50 years for buildings and 3 to 10 years for equipment.

Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets

Long-lived assets other than goodwill and indefinite-lived intangible assets held and used by Nielsen, including property, plant and equipment and amortized intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Nielsen evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future

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Notes to Consolidated Financial Statements (continued)

net undiscounted cash flows to be generated by the asset. If such asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value.

Revenue Recognition

General

In accordance with the provisions of SEC Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition,” Nielsen recognizes revenue for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable, and the collectibility of the related revenue is reasonably assured.

A significant portion of Nielsen’s revenue is generated from its media and marketing services. The Company recognizes revenue from the sale of its services and products based upon fair value as the services are performed, which is generally ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

Nielsen’s revenue arrangements may include “Multiple Deliverables” as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”. In these arrangements, the individual deliverables within the contract are separated and recognized upon delivery based upon their fair values relative to the total contract value, to the extent that the fair values are readily determinable and the deliverables have stand-alone value to the customer (the “relative fair value method”).

A discussion of Nielsen’s revenue recognition policies, by segment, follows:

Consumer Services

Revenue, primarily from retail measurement services and consumer panel services, is recognized on a straight-line basis over the period during which the services are performed and information is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

The Company performs customized research projects which are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the final report has been delivered to the customer.

Media

Revenue is primarily generated from television audience and internet measurement services and is recognized on a straight-line basis over the contract period, as the service is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Business Media

Revenue for publications, sold in single copies via newsstands and/or dealers, is recognized in the month in which the magazine goes on sale. Revenue from printed circulation and advertisements included therein is recognized on the date it is available to the consumer. Revenue from electronic circulation and advertising is

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Notes to Consolidated Financial Statements (continued)

recognized over the period during which both are electronically available. The unearned portion of paid magazine subscriptions is deferred and recognized on a straight-line basis with monthly amounts recognized on the magazines’ cover dates.

For products, such as magazines, sold to customers with the right to return unsold items, revenues are recognized when the products are shipped, based on gross sales less an allowance for future estimated returns. Revenue from trade shows and certain costs are recognized upon completion of each event.

Deferred Costs

Incremental direct costs incurred related to establishing an electronic metered sample/panel in a market, are deferred. Deferred metered market assets are amortized over the original contract period, generally five years, beginning when the electronic metered sample/panel is ready for its intended use.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the Consolidated Statements of Operations. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with Nielsen’s publications, exhibitions, and marketing/media research services and products. Advertising and marketing costs totaled $54 million and $46 million for the years ended December 31, 2008 and 2007, respectively and $32 million and $22 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively.

Share-Based Compensation

Nielsen adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”, effective January 1, 2003, using the modified prospective method described in the statement. This standard requires the cost of all share-based payments, including stock options, to be measured at fair value on the grant date and recognized in the Consolidated Statements of Operations; however, no expense is recognized for options that do not ultimately vest. Nielsen recognizes the expense of its options that cliff vest using the straight-line method. For those that vest over time, an accelerated graded vesting is used. All stock options outstanding under the Predecessor stock option plans were settled or canceled by the Company in connection with the Valcon Acquisition. See Note 12, “Share-Based Compensation” for further discussion of share-based compensation.

Income Taxes

Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the Consolidated Statements of Operations as an adjustment to income tax expense in the period that includes the enactment date.

The Company accounts for uncertain tax positions in accordance with FIN 48; accordingly, the Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 13, “Income Taxes” for further discussion of income taxes.

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Notes to Consolidated Financial Statements (continued)

Comprehensive Income/(Loss)

Comprehensive income/(loss) is reported in the accompanying Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income and consists of net income or loss and other gains and losses affecting shareholders’ equity that are excluded from net income.

2. Summary of Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. SFAS 157 also expands financial statement disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position No. 157-2 (“FSP 157-2”), which delayed the effective date of SFAS 157 for one year, for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS 157 and FSP 157-2 were effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS 157 beginning January 1, 2008 for all financial assets and financial liabilities that are recognized at fair value. Additionally, for all non-financial assets and non-financial liabilities that are recognized at fair value in the financial statements on a nonrecurring basis, the Company has adopted the provisions of FSP 157-2 and delayed the effective date of SFAS 157 until January 1, 2009. The impact of partially adopting SFAS 157 effective January 1, 2008 was not material to the consolidated financial statements. We do not believe the full adoption of SFAS 157 with respect to our nonfinancial assets and liabilities will have a material effect on our consolidated financial statements. Nonfinancial assets and liabilities for which we have not applied the provisions of SFAS 157 primarily include those measured at fair value in impairment testing and those initially measured at fair value in a business combination.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an Amendment of FASB Statement No. 115” (“SFAS 159”), which permits but does not require the Company to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This statement was effective for financial statements issued for fiscal years beginning after November 15, 2007. As the Company did not elect to fair value any of its financial instruments under the provisions of SFAS 159, the adoption of this statement effective January 1, 2008 did not have an impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations”, a replacement of SFAS 141 (“SFAS 141(R)”). SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008 and applies to all business combinations. SFAS 141(R) provides that, upon initially obtaining control, an acquirer shall recognize 100 percent of the fair values of acquired assets, including goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100 percent of its target. As a consequence, the current step acquisition model will be eliminated. Additionally, SFAS 141(R) changes current practice, in part, as follows: (i) contingent consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase price consideration; (ii) transaction costs will be expensed as incurred, rather than capitalized as part of the purchase price; (iii) pre-acquisition contingencies, such as those relating to legal matters, will generally have to be accounted for in purchase accounting at fair value; (iv) in order to accrue for a restructuring plan in purchase accounting, the requirements in SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” would have to be met at the acquisition date; and (v) changes to valuation allowances for deferred income tax assets and adjustments to

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Notes to Consolidated Financial Statements (continued)

unrecognized tax benefits generally will be recognized as adjustments to income tax expense rather than goodwill. The adoption of SFAS 141(R) will impact our treatment of future adjustments to existing tax contingencies and allowances, however, such impact can not be quantified. In addition the adoption of SFAS 141(R) on January 1, 2009 could materially change the accounting for business combinations consummated subsequent to that date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51.” This statement establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This statement is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS No. 160, effective January 1, 2009, is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities;” and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008 and therefore the Company will be required to provide such disclosures beginning with the interim period ended March 31, 2009. Nielsen does not expect SFAS 161 to have a material impact on its consolidated financial statements.

3. Business Acquisitions

Successor

On December 19, 2008, the Company completed the purchase of the remaining 50% interest in AGB Nielsen Media Research, subsequently rebranded as AGB Nielsen Media (“AGBNMR”), a leading international television audience media measurement business, from WPP. With full ownership of AGBNMR, the Company expects to be able to better leverage its global media product portfolio. In exchange for the remaining 50% interest in AGBNMR, the Company transferred its SRDS advertising data business assets and its 100% ownership in PERQ/HCI LLC, its healthcare media planning, trading and post campaign effectiveness business. In addition, the Company transferred its 11% share in IBOPE Pesquisa de Midea Ltda., IBOPE LatinAmerica S.A. and IMI.Com, which are part of the IBOPE Group that specializes in media, market and opinion research. The fair value of the aforementioned business assets and ownership interests transferred was $72 million. No material gain or loss was recorded on the business assets and ownerships transferred. The Company’s preliminary allocation of purchase price resulted in an allocation to intangible assets of $29 million and to goodwill of $36 million. The Company also reclassified $108 million from investment in affiliates to goodwill. In connection with the transaction, the Company allocated $57 million of goodwill and intangible assets to the business assets and ownership interests transferred based on the relative fair value of the corresponding reporting unit. Net cash acquired in this transaction was $23 million. Prior to completing this transaction, WPP and Nielsen agreed to close the operations of AGB Nielsen Media Research China, effective December 31, 2008, for which AGBNMR recorded restructuring charges associated with employee severance and other exit costs as well as the impairment of certain long-lived assets. As a result of these actions, the Company recorded a charge of approximately $11 million to its equity in net (loss)/income of affiliates during the year ended December 31, 2008.

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Notes to Consolidated Financial Statements (continued)

On May 15, 2008, the Company completed the acquisition of IAG Research, Inc, subsequently rebranded as Nielsen IAG (“IAG”), for $223 million (including non-cash consideration of $1 million), which was net of $12 million of cash acquired. The acquisition expands the Company’s television and internet analytics services through IAG’s measurement of consumer engagement with television programs, national commercials and product placements. The Company performed a preliminary valuation of the purchase price, which resulted in an allocation to identifiable intangible assets of $78 million and an allocation to goodwill of $147 million, net of tax adjustments. Nielsen does not expect that any change in allocation of purchase price resulting from the final valuation will have a material impact on its consolidated financial statements.

For the year ended December 31, 2008, Nielsen paid cash consideration of $39 million associated with other acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions and as of December 31, 2008, Nielsen has recorded deferred consideration of $12 million, which was subsequently paid in January 2009. Had the AGBNMR, IAG and other acquisitions occurred as of January 1, 2008, the impact on Nielsen’s consolidated results of operations would have been immaterial.

For the year ended December 31, 2007, Nielsen completed several acquisitions with an aggregate consideration, net of cash acquired, of $837 million. Goodwill increased by $508 million as a result of these acquisitions.

The most significant acquisitions were the purchase of the remaining minority interest of Nielsen BuzzMetrics ($47 million), on June 4, 2007, the purchase of the remaining minority interest of Nielsen//NetRatings ($330 million, including $33 million to settle all outstanding share-based awards), on June 22, 2007 and the acquisition of Telephia, Inc. (“Telephia”), on August 9, 2007, for approximately $449 million including non-cash consideration of $6 million. On October 15, 2007 the Company announced the formation of Nielsen Mobile, which combines Telephia with several existing Nielsen initiatives in the mobile market. In 2008, the Company finalized its valuation of these acquisitions resulting in a net allocation to intangible assets and a net reduction of goodwill of $11 million, net of tax. In addition, Nielsen recorded an adjustment to goodwill of $15 million relating to its acquisition of Telephia, which was comprised of reductions to acquired deferred tax asset valuation allowances. Had these acquisitions occurred as of January 1, 2007, the impact on Nielsen’s consolidated results of operations would have been immaterial. Prior to these acquisitions both Nielsen//NetRatings and Nielsen BuzzMetrics were consolidated subsidiaries of Nielsen up to the ownership interest.

During the period from May 24, 2006 to December 31, 2006, Nielsen completed several acquisitions with an aggregate consideration, net of cash acquired, of $29 million and deferred consideration up to a maximum of $5 million, contingent on future performance, which was settled in 2008. Had these acquisitions occurred as of January 1, 2006, the impact on Nielsen’s consolidated results of operations would have been immaterial.

Predecessor

Nielsen completed several acquisitions during the period from January 1, 2006 to May 23, 2006 with an aggregate consideration of $69 million, net of cash acquired. Had these acquisitions occurred at the beginning of the period, the impact on Nielsen’s (Predecessor) consolidated results of operations would have been immaterial. Acquisitions during the period from January 1, 2006 to May 23, 2006, resulted in additional goodwill of $54 million and additional identifiable intangible assets of $23 million.

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Notes to Consolidated Financial Statements (continued)

4. Business Divestitures

During the year ended December 31, 2008, the Company received $23 million in net proceeds primarily associated with two divestitures within its Business Media segment and the final settlement of the sale of its Directories segment to World Directories. The impact of these divestitures on our consolidated statement of operations was immaterial for all periods presented.

On February 8, 2007, Nielsen completed the sale of a significant portion of its Business Media Europe (“BME”) unit for $414 million in cash. This resulted in a gain on sale of discontinued operations of $17 million primarily related to BME’s previously recognized currency translation adjustments from the date of the Valcon Acquisition to the date of sale and a pension curtailment. No other material gain was recognized on the sale because the sales price approximated the carrying value.

Summarized results of operations for discontinued operations are as follows:

	Successor								Predecessor
(IN MILLIONS)	Year ended December 31, 2008		Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Revenues	$	—	$	18		$	189		$	106
Operating (loss)/income		—		(18	)		6			1
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		—		(20	)		(7	)		(1	)
(Provision)/benefit for income taxes		—		5			(10	)		(2	)
Net loss		—		(15	)		(17	)		(3	)
Gain on sale, net of tax(1)		19		17			—			3
Income/(loss) from discontinued operations	$	19	$	2		$	(17	)	$	—

(1) Gain on sale, net of tax for the year ended December 31, 2008 primarily relates to the settlement of tax contingencies associated with the sale of Nielsen’s Directories segment to World Directories. Gain on sale, net of tax, for the Predecessor period relates to divestitures other than BME.

Nielsen allocated interest to discontinued operations in accordance with EITF Issue No. 87-24, “Allocation of Interest to Discontinued Operations”. The interest charges allocated to discontinued operations were comprised of interest expense on debt that was assumed by the acquirers of Nielsen’s discontinued operations and a portion of the consolidated interest expense of Nielsen, based on the ratio of net assets sold as a proportion of consolidated net assets. For the year ended December 31, 2007 and the periods from May 24, 2006 to December 31, 2006 and from January 1, 2006 to May 23, 2006, interest expense of $1 million, $13 million, and $1 million, respectively, was allocated to BME.

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Notes to Consolidated Financial Statements (continued)

Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s Consolidated Statements of Cash Flows:

	Successor								Predecessor
(IN MILLIONS)	Year ended December 31, 2008		Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Net cash (used in)/provided by operating activities	$	—	$	(10	)	$	20		$	7
Net cash used in investing activities		—		—			(5	)		(12	)
Net cash used in financing activities		—		—			(1	)		—
	$	—	$	(10	)	$	14		$	(5	)

In addition to the divestiture of BME, on October 30, 2007, the Company completed the sale of its 50% interest in VNU Exhibitions Europe B.V. to Jaarbeurs (Holding) B.V. for a cash consideration of $51 million which approximated the carrying value.

5. Goodwill and Other Intangible Assets

Goodwill

Nielsen performed its annual impairment assessment for goodwill and indefinite-lived intangible assets as of October 1, 2008 and determined there was a potential impairment of goodwill in its Business Media operating segment as well as its Media Solutions reporting unit within its Media operating segment as a primary result of continued weakness in the macroeconomic environment, a reduction in expected future cash flows relating to expected future business performance and other contributing factors within the reporting units’ market environment. Therefore, the required second step of the assessment for the affected reporting units was performed in which the implied fair value of those reporting unit’s goodwill was compared to the book value of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, that is, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including both recognized and unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the estimated fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that unit’s goodwill, an impairment loss is recognized in an amount equal to that excess. Nielsen measured the fair value of each of its reporting units using accepted valuation techniques as described above in Note 1 “Description of Business, Basis of Presentation and Significant Accounting Policies.”

Nielsen’s annual assessment resulted in the recognition of a non-cash goodwill impairment charge of $432 million comprised of $336 million relating to its Business Media operating segment and $96 million relating to the Media Solutions reporting unit within its Media operating segment. A deferred tax benefit of $42 million was recognized as a result of these impairment charges.

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Notes to Consolidated Financial Statements (continued)

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2008 and 2007, respectively.

(IN MILLIONS)	Consumer Services			Media			Business Media			Total
Balance, December 31, 2006	$	2,795		$	2,879		$	990		$	6,664
Valcon acquisition adjustments and other purchase price adjustments		(84	)		510			(17	)		409
2007 acquisitions		4			505			—			509
Effect of foreign currency translation		204			—			—			204
Balance December 31, 2007		2,919			3,894			973			7,786
Valcon acquisition adjustments(1)		(18	)		(20	)		(6	)		(44	)
Other acquisitions, divestitures and purchase price adjustments		5			220			(1	)		224
Impairments		—			(96	)		(336	)		(432	)
Effect of foreign currency translation		(353	)		4			—			(349	)
Balance December 31, 2008	$	2,553		$	4,002		$	630		$	7,185

(1) Valcon acquisition adjustments are comprised of reductions to previously established liabilities associated with various income tax contingencies, primarily in the Netherlands.

At December 31, 2008, $367 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets

(IN MILLIONS)	Gross Amounts				Accumulated Amortization
	December 31, 2008		December 31, 2007		December 31, 2008			December 31, 2007
Indefinite-lived intangibles:
Trade names and trademarks	$	1,860	$	2,011	$	—		$	—
Amortized intangibles:
Trade names and trademarks	$	157	$	155	$	(15	)	$	(9	)
Customer-related intangibles		2,970		3,008		(383	)		(252	)
Covenants-not-to-compete		34		28		(26	)		(22	)
Computer software		714		566		(274	)		(162	)
Patents and other		45		25		(12	)		(5	)
Total	$	3,920	$	3,782	$	(710	)	$	(450	)

The amortization expense for the years ended December 31, 2008 and 2007 and for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 was $306 million, $278 million, $166 million and $75 million, respectively.

Certain of the trade names associated with Nielsen’s Media and Consumer segments are deemed indefinite-lived intangible assets, as their associated brand awareness and recognition has existed for over 50 years and Nielsen intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.

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Notes to Consolidated Financial Statements (continued)

All other intangible assets are subject to amortization. Future amortization expense is estimated to be as follows:

(IN MILLIONS)
For the year ending December 31:
2009	$	321
2010		293
2011		248
2012		209
2013		159
Thereafter		1,980
Total	$	3,210

6. Property, Plant and Equipment

(IN MILLIONS)	December 31, 2008			December 31, 2007
Land and buildings	$	320		$	329
Information and communication equipment		435			345
Furniture, equipment and other		136			90
		891			764
Less accumulated depreciation and amortization		(288	)		(205	)
	$	603		$	559

Depreciation and amortization expense from continuing operations related to property, plant and equipment was $139 million, $124 million, $71 million, and $44 million for the years ended December 31, 2008 and 2007 and for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively.

The above amounts include amortization expense on assets under capital leases of $6 million, $6 million, $3 million and $2 million for the years ended December 31, 2008 and 2007 and for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively. The net book value of assets under capital leases was $142 million and $158 million as of December 31, 2008 and 2007, respectively. Capital leases are comprised primarily of buildings.

7. Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted SFAS 157, “Fair Value Measurements” (See Note 2—“Summary of Recent Accounting Pronouncements”). SFAS 157 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

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.

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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 December 31, 2008:

(IN MILLIONS)	December 31, 2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments in mutual funds(1)	$	5	$	5	$	—	$	—
Plan assets for deferred compensation(2)		12		12		—		—
Investment in equity securities(3)		10		10		—		—
Currency swap arrangements(4)		22		—		22		—
Foreign currency forward contracts		1		—		1		—
Total	$	50	$	27	$	23	$	—
Liabilities:
Interest rate swap arrangements(4)	$	172		—	$	172	$	—
Currency swap arrangements(4)		131		—		131		—
Foreign currency forward contracts		2		—		2		—
Deferred compensation liabilities(5)		12		12		—		—
Total	$	317	$	12	$	305	$	—

(1) Investments in mutual funds are money-market accounts with original maturities in excess of 90 days, for which $2 million is held with the intention of funding certain specific retirement plans at December 31, 2008.

(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.

(3) Investment in equity securities are carried at fair value, which is based on either quoted market prices at period end in active markets. 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 until realized. As discussed in Note 1 “Description of Business, Basis of Presentation and Significant Accounting Policies,” the Company realized a loss of $12 million relating to a decline in value in this investment that was considered other than temporary.

(4) Derivative financial instruments include foreign currency and interest rate swap arrangements accounted for as fair value and cash flow hedges and recorded at fair value based on externally-developed valuation models that use readily observable market parameters.

(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 liabilities.

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Notes to Consolidated Financial Statements (continued)

Derivative Financial Instruments

The following table shows the contract or underlying principal amounts and fair values of derivative financial instruments by type of contract at December 31, 2008 and 2007. Contract or underlying principal amounts indicate the volume of transactions outstanding at the balance sheet dates and do not represent amounts at risk. The fair values are determined using market prices and pricing models at December 31, 2008 and 2007.

	Contract or Underlying Principal Amount				Fair Value 2008				Fair Value 2007
(IN MILLIONS)	December 31, 2008		December 31, 2007		Positive Value (Assets)		Negative Value (Liabilities)		Positive Value (Assets)		Negative Value (Liabilities)
Interest-related instruments
Floating-to-fixed interest rate swaps	$	3,648	$	3,165	$	—	$	172	$	4	$	86
Total interest related instruments		3,648		3,165		—		172		4		86
Currency-related instruments
EUR/USD cross-currency swaps		259		259		22		—		34		—
GBP/EUR cross-currency swaps		479		502		—		131		—		45
Forward currency exchange contracts		40		83		1		2		2		—
Total currency related instruments		778		844		23		133		36		45
Total derivative financial instruments	$	4,426	$	4,009	$	23	$	305	$	40	$	131
Current derivative financial instruments	$	1,388	$	83	$	1	$	37	$	2	$	—
Non-current derivative financial instruments	$	3,038	$	3,926	$	22	$	268	$	38	$	131

Successor

For the year ended December 31, 2008, $39 million relating to derivative financial instruments qualifying as cash flow hedges were recorded as a decrease to accumulated other comprehensive loss, net of tax. For the year ended December 31, 2007, $51 million relating to derivative financial instruments qualifying as cash flow hedges was recorded as a decrease to accumulated other comprehensive income, net of tax. In the period from May 24, 2006 to December 31, 2006, $9 million relating to interest-related derivative financial instruments qualifying as cash flow hedges was recorded as an increase to accumulated other comprehensive income, net of tax.

Interest-Related Cash Flow Hedges

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollars and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. As of December 31, 2008 and 2007, floating-to-fixed interest rate swaps designated as cash flow hedges with notional amounts aggregating $3,648 million and $3,165 million, respectively were outstanding.

During the years ended December 31, 2008 and 2007 and in the period from May 24, 2006 to December 31, 2006, net gains of $2 million, $4 million and $2 million, respectively, have been reclassified to earnings as a result of cash flow hedges being terminated or sold. For the year ended December 31, 2008, a net loss of $5 million was recorded in earnings representing the amount of the hedges’ ineffectiveness.

In February 2009, Nielsen modified the reset interest rate underlying its $4,525 million senior secured term loan and, as a result, the related floating-to-fixed interest rate swap derivative financial instruments became

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Notes to Consolidated Financial Statements (continued)

ineffective. Cumulative losses deferred as a component of accumulated other comprehensive loss will be recognized in interest expense over the remaining term of the senior secured term loan being hedged. Beginning in February 2009, Nielsen will record all changes in fair value of the floating-to-fixed interest rate swaps currently in earnings as a component of (loss)/gain on derivative instruments.

Nielsen expects to transfer approximately $93 million of pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments, which includes the aforementioned modification.

Other Hedges

In the period from May 24, 2006 to December 31, 2006, an interest rate swap with a notional amount of $316 million and no hedge designation was terminated, resulting in a net loss of $2 million.

Currency Related Derivative Instruments

The hedging strategy of Nielsen is to match, by major currency, the projected future business cash flows with the underlying debt service. When the derivative financial instrument is deemed to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive loss and recognized contemporaneously with the earnings effects of the hedged item.

During 2006, the debt service obligations of Nielsen shifted from primarily Euro obligations to primarily U.S. Dollar obligations due to the 2006 financing transactions discussed in Note 10 “Long-term Debt and Other Financing Arrangements”. Additionally, Nielsen transacts business globally and is subject to risks associated with changes in certain currency exchange rates, primarily of the Euro, the Pound Sterling and the Japanese Yen. Consequently, Nielsen enters into various contracts which change in value as the exchange rates of such currencies change, to preserve the value of certain assets, liabilities, commitments and anticipated transactions.

During the year ended December 31, 2007, Nielsen entered into a cross-currency swap maturing in May, 2010 to hedge its exposure to foreign currency exchange rate movements on part of its GBP-denominated external debt. With this transaction a notional amount of GBP 225 million with a fixed interest rate of 5.625% has been swapped to a notional amount of €344 million with a fixed interest rate of 4.033%. The swap has been designated as a foreign currency cash flow hedge.

During the year ended December 31, 2007, Nielsen entered into a cross-currency swap maturing February, 2010 to convert part of its Euro-denominated external debt to U.S. Dollar-denominated debt. With this transaction a notional amount of €200 million with a 3-month Euribor based interest rate is swapped to a notional amount of $259 million with an interest rate based on 3-month USD-Libor minus a spread. No hedge designation has been made for this swap and a loss of $13 million and a gain of $34 million related to changes in the fair value of the swap were recorded for the years ended December 31, 2008 and 2007, respectively. In March 2009, Nielsen terminated this swap and received a cash settlement of approximately $2 million.

In the period from May 24, 2006 to December 31, 2006, cross-currency swaps with notional amounts aggregating $825 million and $266 million designated as net investment in non-Euro entity hedges and cash flow hedges, respectively, were terminated.

In the period from May 24, 2006 to December 31, 2006, Nielsen recorded a net loss of $18 million related to these derivative financial instruments and non-Euro-currency-denominated debt in the cumulative translation adjustment.

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Notes to Consolidated Financial Statements (continued)

For the years ended December 31, 2008 and 2007 and the period from May 24, 2006 to December 31, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness. Nielsen does not expect to transfer a material amount from accumulated other comprehensive income/(loss) to earnings in the next 12 months associated with its currency-related derivative financial instruments, as these instruments and their underlying hedged items expire or mature according to their original terms.

During the years ended December 31, 2008 and 2007 and 2006, Nielsen entered into several forward currency exchange contracts with notional amounts aggregating $33 million, $83 million and $36 million, respectively, to hedge exposure to fluctuations in various currencies. These contracts expire ratably over the subsequent year. Since no hedge designation was made for these currency exchange contracts, Nielsen recorded net gains of $2 million, $2 million and $5 million for the years ending December 31, 2008 and 2007 and in the period from May 24, 2006 to December 31, 2006, respectively, based on quoted market prices, for contracts with similar terms and maturity dates.

Predecessor

Fair Value Hedges

During the period from January 1, 2006 to May 23, 2006, Nielsen was exposed to fair value interest rate risk on fixed-rate borrowings and used fixed-to-floating interest rate swaps to hedge this exposure. In the period from January 1, 2006 to May 23, 2006, fixed-to-floating interest rate swaps with aggregate notional amounts of $690 million were outstanding and designated as a fair value hedge. Nielsen recorded a net loss of $12 million related to this interest rate swap. Additionally, an interest rate swap with a notional amount of $409 million designated as a fair value hedge matured and Nielsen recorded a net loss of $7 million on this interest rate swap. Changes in fair value of derivative financial instruments designated and effective as fair value hedges are recorded in net earnings in the line item gain/(loss) on derivative instruments and are offset by corresponding changes in the fair value of the hedged item attributable to the risk being hedged.

In the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Currency Related Derivative Instruments

At December 31, 2005, Nielsen had also entered into several forward currency exchange contracts with notional amounts aggregating $189 million, to hedge exposure to fluctuations in various currencies. These contracts expire ratably over the subsequent year. Since no hedge designation was made, based on quoted market prices for contracts with similar terms and maturity dates, Nielsen recorded net gain of $9 million in the period from January 1, 2006 to May 23, 2006 to adjust forward currency exchange contracts to their fair market value.

Nielsen used cross-currency swaps to convert certain debt denominated in a non-Euro currency to Euro-denominated debt. In the period from January 1, 2006 to May 23, 2006, an amount of $1 million related to derivative financial instruments qualifying as cash flow hedges was recorded as an increase of accumulated other comprehensive income/(loss) and an amount of $1 million was reclassified to earnings as a result of cash flow hedges being terminated or sold.

For the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

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Notes to Consolidated Financial Statements (continued)

Net Investment Hedges

Nielsen used cross-currency swaps and non-Euro-currency-denominated debt to hedge its net investments in non-Euro entities against adverse movements in currency exchange rates. Nielsen measures ineffectiveness based upon the change in spot rates in the case of floating-to-floating cross-currency swaps and forward rates in the case of fixed-to-fixed cross-currency swaps.

In the period from January 1, 2006 to May 23, 2006, Nielsen recorded a net gain of $111 million related to these derivative financial instruments and non-Euro-currency-denominated debt in accumulated other comprehensive income. For the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

In the period from January 1, 2006 to May 23, 2006, a cross-currency swap with a notional amount of $613 million designated as a net investment in non-Euro entity hedge matured.

Counterparty Risk

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 10 “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. At December 31, 2008, Nielsen had no exposure to potential economic losses due to counterparty credit default risk on derivative financial instruments.

Subsequent Event

In February 2009, we entered into two three-year forward interest rate swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of our variable-rate debt at an average rate of 2.47%. The commencement date of the interest rate swaps coincides with a $1 billion notional amount interest rate swap maturity that was entered into in November 2006.

8. Restructuring Activities

Transformation Initiative

In December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen’s operations worldwide. The Company further announced strategic changes as part of a major corporate transformation (“Transformation Initiative”). The Transformation Initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company continues to execute cost-reduction programs by streamlining and centralizing corporate, operational and information technology functions, leveraging global

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Notes to Consolidated Financial Statements (continued)

procurement, consolidating real estate, and expanding, outsourcing or off shoring certain other operational and production processes. Implementation of these initiatives is expected to continue through 2009.

Nielsen recorded $120 million in restructuring charges for the year ended December 31, 2008. The charges included severance costs associated with the termination of approximately 2,700 employees as well as $24 million of contractual termination costs and asset write-offs.

Nielsen recorded $137 million in restructuring charges for the year ended December 31, 2007. The charges included $96 million in severance costs associated with the termination of approximately 2,700 employees as well as $6 million in asset write-offs and $35 million in consulting fees and other costs, related to review of corporate functions and outsourcing opportunities, for the year ended December 31, 2007.

Nielsen recorded $67 million in restructuring charges for the period May 24, 2006 to December 31, 2006. The charges included $53 million of severance costs associated with the termination of approximately 700 employees and $14 million in consulting fees and other related costs. In the Predecessor period from January 1, 2006 to May 23, 2006 Nielsen recorded $1 million in severance costs and $5 million in consulting fees and other related costs.

Other

Liabilities relating to other restructuring programs at December 31, 2008 are $2 million. These initiatives have been completed, but payments will continue until 2010.

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

(IN MILLIONS)	Transformation Initiative			Other			Total
Predecessor
Balance as of December 31, 2005	$	—		$	17		$	17
Charges		6			1			7
Payments		(5	)		(5	)		(10	)
Effect of foreign currency translation		—			—			—
Balance as of May 23, 2006	$	1		$	13		$	14
Successor
Valcon Acquisition	$	1		$	13		$	14
Charges		67			1			68
Payments		(12	)		(8	)		(20	)
Effect of foreign currency translation		1			—			1
Balance at December 31, 2006	$	57		$	6		$	63
Charges		137			—			137
Payments		(99	)		(2	)		(101	)
Other non-cash charges		(6	)		—			(6	)
Effect of foreign currency translation		6			—			6
Balance at December 31, 2007	$	95		$	4		$	99
Charges		120			—			120
Payments		(105	)		(1	)		(106	)
Other non-cash charges		(12	)		—			(12	)
Effect of foreign currency translation		(3	)		(1	)		(4	)
Balance at December 31, 2008	$	95		$	2		$	97

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Notes to Consolidated Financial Statements (continued)

Of the $97 million in liabilities for restructuring actions, $95 million is expected to be paid within one year and is classified as a current liability within the consolidated financial statements as of December 31, 2008.

9. Pensions and Other Post-Retirement Benefits

Nielsen sponsors both funded and unfunded defined benefit pension plans for some of its employees in the Netherlands, the United States and other international locations. In the United States, the post-retirement benefit plan relates to healthcare benefits for a limited group of participants who meet the eligibility requirements. In connection with the Valcon Acquisition, Nielsen applied purchase accounting in accordance with SFAS No. 141, and accordingly, its Successor pension liabilities were recorded at fair value.

In connection with the Valcon Acquisition in 2006, the benefit accruals of the U.S. defined benefit pension plans were frozen and the net impact of freezing such benefits has been included in the purchase price allocation.

Effective from the date of the Valcon Acquisition, Nielsen adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, which requires recognition of an asset or liability reflecting the over or under funded status of defined benefit pension plans as a part of accumulated other comprehensive income. As discussed in Note 1 “Description of Business, Basis of Presentation and Significant Accounting Policies,” during the first quarter of 2008, the Company eliminated the one-month reporting lag for certain of its subsidiaries outside of the United States and Canada. As a result, in 2008, Nielsen used a measurement date of December 31 for all pension and post-retirement benefit plans and in 2007, Nielsen used a measurement date of December 31 for its Netherlands, Canada and United States pension and post-retirement benefit plans and November 30 for other international plans. The impact of the change in measurement date for the international plans was not material.

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Notes to Consolidated Financial Statements (continued)

A summary of the activity for Nielsen’s defined benefit pension plans and other post-retirement benefit plans follows:

	Successor
	Pension Benefits Year ended December 31, 2008
(IN MILLIONS)	The Netherlands			United States			Other			Total
Change in projected benefit obligation
Benefit obligation at beginning of period	$	621		$	235		$	528		$	1,384
Service cost		4			—			12			16
Interest cost		33			15			29			77
Plan participants’ contributions		1			—			2			3
Actuarial (gain)/loss		(42	)		4			(55	)		(93	)
Benefits paid		(35	)		(15	)		(24	)		(74	)
Expenses paid		(2	)		—			(1	)		(3	)
Premiums paid		—			—			(1	)		(1	)
Amendments		—			1			—			1
Curtailments		—			—			1			1
Settlements		—			—			(4	)		(4	)
Acquisition		—			—			2			2
Effect of foreign currency translation		(32	)		—			(90	)		(122	)
Benefit obligation at end of period		548			240			399			1,187
Change in plan assets
Fair value of plan assets at beginning of period		731			184			445			1,360
Actual return on plan assets		(77	)		(39	)		(73	)		(189	)
Employer contributions		3			21			24			48
Plan participants’ contributions		1			—			2			3
Benefits paid		(35	)		(15	)		(24	)		(74	)
Expenses paid		(2	)		—			(1	)		(3	)
Premiums paid		—			—			(1	)		(1	)
Settlements		—			—			(4	)		(4	)
Effect of foreign currency translation		(33	)		—			(76	)		(109	)
Fair value of plan assets at end of period		588			151			292			1,031
Funded status	$	40		$	(89	)	$	(107	)	$	(156	)
Amounts recognized in the Consolidated Balance Sheets
Pension assets included in other non-current assets	$	42		$	—		$	5		$	47
Current liabilities		—			(1	)		(1	)		(2	)
Accrued benefit liability(1)		(2	)		(88	)		(111	)		(201	)
Net amount recognized	$	40		$	(89	)	$	(107	)	$	(156	)
Amounts recognized in Accumulated Other Comprehensive (Income) / Loss, before tax
Net loss	$	74		$	59		$	57		$	190
Impact of Curtailments / Settlements		—			(1	)		2			1
Total recognized in other comprehensive loss		74			58			59			191
Total recognized in net periodic pension cost and other comprehensive loss	$	68		$	59		$	70		$	197

(1) Included in other non-current liabilities.

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	Successor
	Pension Benefits Year ended December 31, 2007
(IN MILLIONS)	The Netherlands			United States			Other			Total
Change in projected benefit obligation
Benefit obligation at beginning of period	$	582		$	235		$	535		$	1,352
Service cost		5			—			15			20
Interest cost		27			14			26			67
Plan participants’ contributions		2			—			2			4
Actuarial (gain)/loss		(21	)		(7	)		(61	)		(89	)
Benefits paid		(33	)		(7	)		(25	)		(65	)
Curtailments		(5	)		—			1			(4	)
Settlements		—			—			(6	)		(6	)
Effect of foreign currency translation		64			—			41			105
Benefit obligation at end of period		621			235			528			1,384
Change in plan assets
Fair value of plan assets at beginning of period		679			184			397			1,260
Actual return on plan assets		5			7			18			30
Employer contributions		4			—			26			30
Plan participants’ contributions		2			—			2			4
Benefits paid		(33	)		(7	)		(25	)		(65	)
Third Party Contribution		2			—			—			2
Settlements		—			—			(5	)		(5	)
Effect of foreign currency translation		72			—			32			104
Fair value of plan assets at end of period		731			184			445			1,360
Funded status	$	110		$	(51	)	$	(83	)	$	(24	)
Amounts recognized in the Consolidated Balance Sheets
Pension assets included in other non-current assets	$	110		$	—		$	4		$	114
Current liabilities		—			(4	)		(2	)		(6	)
Accrued benefit liability(1)		—			(47	)		(85	)		(132	)
Net amount recognized	$	110		$	(51	)	$	(83	)	$	(24	)
Amounts recognized in Accumulated Other Comprehensive Income, before tax
Net loss (gain)	$	10		$	1		$	(56	)	$	(45	)
Impact of Curtailments / Settlements		(2	)		—			1			(1	)
Total recognized in other comprehensive loss / (income)		8			1			(55	)		(46	)
Total recognized in net periodic pension cost and other comprehensive loss/(income)	$	—		$	1		$	(40	)	$	(39	)

(1) Included in other non-current liabilities.

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Notes to Consolidated Financial Statements (continued)

The total accumulated benefit obligation and minimum liability changes for all defined benefit plans were as follows:

	Successor						Predecessor
(IN MILLIONS)	Year Ended December 31, 2008		Year Ended December 31, 2007		May 24 - December 31, 2006		January 1 - May 23, 2006
Accumulated benefit obligation	$	1,148	$	1,311	$	1,274	$	1,170

	Successor
	Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets at December 31, 2008
(IN MILLIONS)	The Netherlands		United States		Other		Total
Projected benefit obligation	$	—	$	240	$	326	$	566
Accumulated benefit obligation		—		240		301		541
Fair value of plan assets		—		151		217		368

	Successor
	Pension Plans with Projected Benefit Obligation in Excess of Plan Assets at December 31, 2008
(IN MILLIONS)	The Netherlands		United States		Other		Total
Projected benefit obligation	$	40	$	240	$	378	$	658
Accumulated benefit obligation		37		240		337		614
Fair value of plan assets		38		151		266		455

	Successor
	Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets at December 31, 2007
(IN MILLIONS)	The Netherlands		United States		Other		Total
Projected benefit obligation	$	—	$	235	$	356	$	591
Accumulated benefit obligation		—		235		317		552
Fair value of plan assets		—		184		275		459

	Successor
	Pension Plans with Projected Benefit Obligation in Excess of Plan Assets at December 31, 2007
(IN MILLIONS)	The Netherlands		United States		Other		Total
Projected benefit obligation	$	—	$	235	$	490	$	725
Accumulated benefit obligation		—		235		430		665
Fair value of plan assets		—		184		403		587

103

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

	Net Periodic Pension Cost
(IN MILLIONS)	The Netherlands			United States			Other			Total
Successor
Year ended December 31, 2008
Service cost	$	4		$	—		$	12		$	16
Interest cost		33			15			29			77
Expected return on plan assets		(43	)		(15	)		(28	)		(86	)
Amortization of net (gain)		—			—			(2	)		(2	)
Curtailment loss		—			1			—			1
Net periodic pension cost	$	(6	)	$	1		$	11		$	6
Year ended December 31, 2007
Service cost	$	5		$	—		$	15		$	20
Interest cost		27			14			26			67
Expected return on plan assets		(35	)		(14	)		(26	)		(75	)
Curtailment (gain)		(3	)		—			—			(3	)
Third party contribution		(2	)		—			—			(2	)
Net periodic pension cost	$	(8	)	$	—		$	15		$	7
May 24, 2006 through December 31, 2006
Service cost	$	4		$	3		$	9		$	16
Interest cost		15			7			15			37
Expected return on plan assets		(20	)		(7	)		(15	)		(42	)
Net periodic pension cost	$	(1	)	$	3		$	9		$	11
Predecessor
January 1, 2006 through May 23, 2006
Service cost	$	2		$	5		$	6		$	13
Interest cost		10			5			8			23
Expected return on plan assets		(12	)		(5	)		(8	)		(25	)
Amortization of net loss		—			2			4			6
Net periodic pension cost	$	—		$	7		$	10		$	17

The US curtailment loss of $1 million in 2008 resulted from restructuring activities and the Netherlands curtailment gain of $3 million in 2007 related to the sale of BME which was credited to discontinued operations.

The amounts in accumulated other comprehensive income that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows:

	The Netherlands		United States		Other		Total
Net actuarial gain	$	1	$	—	$	3	$	4

104

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

The weighted average assumptions underlying the pension computations were as follows:

	Successor						Predecessor
	Year ended December 31, 2008		Year ended December 31, 2007		May 24, 2006 - December 31, 2006		January 1, 2006 - May 23, 2006
Pension benefit obligation:
—discount rate	5.9	%	5.7	%	4.9	%	5.1	%
—rate of compensation increase	2.1		2.9		3.2		3.2
Net periodic pension costs:
—discount rate	5.7		4.9		5.1		4.6
—rate of compensation increase	2.3		2.7		3.2		3.2
—expected long-term return on plan assets	6.4		6.1		6.3		5.9

Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:

	The Netherlands		United States		Other		Total
Successor
At December 31, 2008
Equity securities	17	%	53	%	51	%	32	%
Fixed income securities	74		47		44		62
Other	9		—		5		6
Total	100	%	100	%	100	%	100	%
At December 31, 2007
Equity securities	20	%	65	%	59	%	39	%
Fixed income securities	74		35		38		57
Other	6		—		3		4
Total	100	%	100	%	100	%	100	%

No Nielsen shares are held by the pension plans.

The overall target asset allocation among all plans for 2008 was 37% equity securities and 58% long-term interest-earning investments (debt or fixed income securities), and 5% other securities.

The assumptions for the expected return on plan assets for pension plans were based on a review of the historical returns of the asset classes in which the assets of the pension plans are invested. The historical returns on these asset classes were weighted based on the expected long-term allocation of the assets of the pension plans.

Nielsen’s primary objective with regard to the investment of pension plan assets is to ensure that in each individual plan, sufficient funds are available to satisfy future benefit obligations. For this purpose, asset and liability management studies are made periodically at each pension fund. For each of the pension plans, an appropriate mix is determined on the basis of the outcome of these studies, taking into account the national rules and regulations.

Contributions to the pension plans in 2009 are expected to be approximately $3 million for the Dutch plan, $23 million for the US plan and $19 million for other plans.

105

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Estimated future benefit payments are as follows:

(IN MILLIONS)	The Netherlands		United States		Other		Total
For the years ending December 31,
2009	$	33	$	9	$	19	$	61
2010		34		8		19		61
2011		35		9		20		64
2012		36		9		22		67
2013		36		10		22		68
2014-2018		191		59		131		381

Other Post-Retirement Benefits

The components of other post-retirement benefit cost for the years ended December 31, 2008 and December 31, 2007, were as follows:

	Successor
	Other Post-Retirement Benefits Year ended December 31, 2008
(IN MILLIONS)	The Netherlands			United States			Total
Change in benefit obligation
Benefit obligation at beginning of period	$	1		$	12		$	13
Interest cost		—			1			1
Benefits paid		(1	)		(1	)		(2	)
Benefit obligation at end of period		—			12			12
Change in plan assets
Fair value of plan assets at beginning of period		—			—			—
Employer contributions		—			1			1
Benefits paid		—			(1	)		(1	)
Fair value of plan assets at end of period		—			—			—
Funded status
Funded status and amount recognized at end of period	$	—		$	(12	)	$	(12	)

106

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

(IN MILLIONS)	Successor
	Other Post-Retirement Benefits Year ended December 31, 2007
	The Netherlands			United States			Total
Change in benefit obligation
Benefit obligation at beginning of period	$	1		$	15		$	16
Interest cost		—			1			1
Actuarial (gain)		—			(3	)		(3	)
Benefits paid		—			(1	)		(1	)
Benefit obligation at end of period		1			12			13
Change in plan assets
Fair value of plan assets at beginning of period		—			—			—
Employer contributions		—			1			1
Benefits paid		—			(1	)		(1	)
Fair value of plan assets at end of period		—			—			—
Funded status
Funded status and amount recognized at end of period	$	(1	)	$	(12	)	$	(13	)

Estimated amounts that will be amortized from accumulated other comprehensive income over 2008 are not material.

The net periodic benefit cost for other post-retirement benefits were insignificant for the years ended December 31, 2008 and December 31, 2007, for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006.

The weighted average assumptions for post-retirement benefits were as follows:

	Successor						Predecessor
	Year ended December 31, 2008		Year ended December 31, 2007		May 24 - December 31, 2006		January 1 - May 23, 2006
Discount rate for net periodic other post-retirement benefit costs	6.5	%	5.9	%	6.3	%	5.6	%
Discount rate for other post-retirement benefit obligations at December 31	6.0	%	6.4	%	5.9	%	6.3	%
Assumed healthcare cost trend rates at December 31:
—healthcare cost trend assumed for next year	7.0	%	8.0	%	9.0	%	9.0	%
—rate to which the cost trend is assumed to decline (the ultimate trend rate)	4.5	%	5.0	%	5.0	%	5.0	%
—year in which rate reaches the ultimate trend rate	2024		2013		2011		2011

107

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

A one percentage point change in the assumed healthcare cost trend rates would have the following effects:

(IN MILLIONS)	1% Increase		1% Decrease
Effect on total of service and interest costs	$	—	$	—
Effect on other post-retirement benefit obligation		1		(1	)

Contributions to post-retirement benefit plans are expected to be $1 million annually for the Company’s U.S. plan.

Defined Contribution Plans

Nielsen also offers defined contribution plans to certain participants, primarily in the United States. Nielsen’s expense related to these plans was $42 million, $39 million, $20 million, and $13 million, for the years ended December 31, 2008 and December 31, 2007, and for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively. In the United States, Nielsen contributes cash to each employee’s account in an amount up to 3% of compensation (subject to IRS limitations); this contribution was increased to 4% upon the freeze of the U.S. defined benefit pension plan. No contributions are made in shares of Nielsen.

108

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

10. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of December 31, 2008.

(IN MILLIONS)	December 31, 2008						December 31, 2007
	Weighted Interest Rate		Carrying Amount		Fair Value		Weighted Interest Rate		Carrying Amount		Fair Value
$4,525 million senior secured term loan (LIBOR based variable rate of 4.24%) due 2013			$	4,426	$	2,979			$	4,471	$	4,236
EUR 546 million senior secured term loan (EURIBOR based variable rate of 5.15%) due 2013				759		513				797		756
$688 million senior secured revolving credit facility (EURIBOR or LIBOR based variable rate of 2.80%) due 2012				295		199				10		9
Total senior secured credit facilities (with weighted average interest rate)	4.47	%		5,480		3,691	7.44	%		5,278		5,001
$1,070 million 12.50% senior subordinated discount debenture loan due 2016				784		303				695		748
$870 million 10.00% senior debenture loan due 2014				869		691				650		663
EUR 343 million 11.125% senior discount debenture loan due 2016				362		89				340		301
EUR 150 million 9.00% senior debenture loan due 2014				209		136				219		223
GBP 250 million 5.625% debenture loan (EMTN) due 2010 or 2017 (effective rate 5.76%)				366		285				497		473
EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 5.55%) due 2010				70		53				73		75
EUR 50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 6.32%) due 2012				70		45				73		77
EUR 30 million 6.75% private placement debenture loan (EMTN) due 2012				44		28				46		43
JPY 4,000 million 2.50% private placement debenture loan (EMTN) due 2011 (effective rate 2.68%)				45		32				37		33
Total debenture loans (with weighted average interest rate)	10.67	%		2,819		1,662	10.31	%		2,630		2,636
Other loans	6.28	%		8		8	4.37	%		59		59
Total long-term debt	6.57	%		8,307		5,361	8.36	%		7,967		7,696
Capital lease obligations				121						130
Short-term debt				2						78
Bank overdrafts				64						75
Total debt and other financing arrangements				8,494						8,250
Less: Current portion of long-term debt, capital lease obligations and other short-term borrowings				421						213
Non-current portion of long-term debt and capital lease obligations			$	8,073					$	8,037

109

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

The weighted-average interest rates at December 31, 2008 on the carrying amount of Nielsen’s long-term debt was 6.57%. Nielsen has entered into a number of interest rate swap transactions to hedge the interest rate risk on a part of its floating rate debt. Taking into account the effect of these interest rate swaps, the weighted average of the contractual interest rates at December 31, 2008 on Nielsen’s long-term debt was 7.25%.

The carrying amounts of Nielsen’s long-term debt are denominated in the following currencies:

(IN MILLIONS)	December 31, 2008		December 31, 2007
U.S. Dollars	$	6,381	$	5,833
Euro		1,515		1,600
British Pound (“GBP”)		366		497
Japanese Yen		45		37
	$	8,307	$	7,967

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

(IN MILLIONS)
2009	$	348
2010		481
2011		90
2012		159
2013		5,005
Thereafter		2,224
	$	8,307

See Note 7 “Fair Value of Financial Instruments” for a discussion of Nielsen’s policies with respect to foreign currency exchange risk, interest rate risk, credit risk and liquidity risk.

Senior secured credit facilities

In August 2006, certain of Nielsen’s subsidiaries entered into two senior secured credit facilities, which, as of December 31, 2008, consisted of individual seven-year senior secured term loan facilities of $4,525 million and €546 million. Outstanding borrowings under these senior secured term loan facilities at December 31, 2008 and December 31, 2007 were $5,185 million and $5,268 million, respectively.

In August 2006, Nielsen also entered into a six-year $688 million senior secured revolving credit facility, of which $295 million and $10 million in borrowings were outstanding as of December 31, 2008 and December 31, 2007, respectively. The senior secured revolving credit facility can be used for revolving loans, letters of credit and for swingline loans, and is available in U.S. Dollars, Euros and certain other currencies.

Nielsen has been required to repay installments on the borrowings under the senior secured term loan facilities in quarterly principal amounts of 0.25% of their original principal amount beginning in December 2006, with the remaining amount payable on the maturity date of the term loan facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at Nielsen’s option, various base rates. The applicable margin for borrowings under the senior secured revolving credit facility may be reduced subject to Nielsen attaining certain leverage ratios. Nielsen pays a quarterly commitment fee of 0.5% on unused commitments under the senior secured revolving credit facility. The applicable commitment fee rate may be reduced subject to Nielsen attaining certain leverage ratios.

110

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

The senior secured credit facilities are guaranteed by Nielsen, and certain of its existing and subsequently acquired or organized wholly-owned subsidiaries and are secured by substantially all of the existing and future property and assets (other than cash) of Nielsen’s U.S. subsidiaries and by a pledge of the capital stock of the guarantors discussed in Note 19 “Guarantor Financial Information,” by the capital stock of Nielsen’s U.S. subsidiaries and the guarantors and by up to 65% of the capital stock of certain of Nielsen’s non-U.S. subsidiaries. Under a separate security agreement, substantially all of the assets of Nielsen are pledged as collateral for amounts outstanding under the senior secured credit facilities.

The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, Nielsen and most of its subsidiaries’ ability to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business that Nielsen conducts. Beginning with the twelve month period ending September 30, 2007, Nielsen has been required to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit facilities also contain certain customary affirmative covenants and events of default. Nielsen has been in compliance with all such covenants.

Debenture loans

In August 2006, Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), wholly-owned subsidiaries of Nielsen, issued $650 million 10% and €150 million 9% senior notes due 2014 (the “Old Senior Notes”). On April 16, 2008, Nielsen Finance consummated a private offering of $220 million aggregate principal amount of additional 10% Senior Notes due 2014 (“the New Senior Notes” and, together with the Old Senior Notes, the “Senior Notes”). The net proceeds of the private offering were used to finance the Company’s acquisition of IAG and to pay related fees and expenses. The New Senior Notes were subsequently registered in July 2008. The carrying values of the combined issuances of these notes were $869 million and $209 million at December 31, 2008, respectively (December 31, 2007: $650 million and $219 million, respectively). Interest is payable semi-annually as from February 2007. The Senior Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen Finance’s existing and future senior indebtedness.

In August 2006, Nielsen Finance also issued $1,070 million 12.5% senior subordinated discount notes due 2016 (“Senior Subordinated Discount Notes”) with a carrying amount of $784 million and $695 million at December 31, 2008 and December 31, 2007, respectively. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Subordinated Discount Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all Nielsen Finance’s existing and future senior indebtedness, including the Senior Notes and the senior secured credit facilities.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen Finance is required to make an offer to redeem all of the Senior Notes and Senior Subordinated Discount Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes and Senior Subordinated Discount Notes are jointly and severally guaranteed by Nielsen (See Note 19 “Guarantor Financial Information” for further description of the related guarantees).

111

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

In August 2006, Nielsen issued €343 million 11.125% senior discount notes due 2016 (“Senior Discount Notes”), with a carrying value of $362 million and $340 million at December 31, 2008 and December 31, 2007, respectively. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Discount Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen’s existing and future senior indebtedness. The notes are effectively subordinated to Nielsen’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all obligations of Nielsen’s subsidiaries.

Nielsen has a Euro Medium Term Note (“EMTN”) program in place under which no further debenture loans and private placements can be issued. All debenture loans and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2008 and 2007, amounts with a carrying value of $595 million and $726 million, respectively, were outstanding under the EMTN program.

Outstanding under the EMTN program above is a GBP 250 million 5.625% EMTN debenture loan issued in 2003 and due in 2010 or 2017 with a carrying amount of $366 million and $497 million at December 31, 2008 and December 31, 2007, respectively. The GBP debenture loan will mature in 2010, unless the maturity has been extended to 2017 pursuant to a remarketing option held by two investment banks. The holders of the remarketing option have the right to acquire the debenture loan in May 2010 and remarket it with a new interest rate determined pursuant to an interest reset procedure. If such right is exercised and the interest reset procedure is not otherwise terminated, the maturity of the debenture loan will be extended to May 2017. If the holders of the remarketing option do not elect to exercise such option, or if the interest reset procedure is terminated (including termination of election by Nielsen), the GBP loan will mature at par in May 2010. In March 2009 Nielsen purchased and cancelled a portion of this outstanding debenture loan pursuant to a cash tender offer. Refer to the subsequent event section below for a further discussion of this transaction.

Senior secured bridge facility

In connection with the Valcon Acquisition, Valcon entered into a senior secured bridge facility, under which Valcon had borrowed $6,164 million as of August 2006. The debt and related interest expense have been recorded in the accounts of Nielsen in connection with the push-down of the consideration paid by Valcon further discussed in Note 1 “Description of Business, Basis of Presentation and Significant Accounting Policies.” The bridge loan was settled in August 2006 with proceeds from the issuance of the Senior Notes, Senior Subordinated Discount Notes and borrowings under the senior secured credit facilities resulting in a loss on early extinguishment of debt of $60 million related to the write-off of unamortized deferred financing costs of the bridge loan.

Deferred financing costs

The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. Deferred financing costs are $112 million and $122 million at December 31, 2008 and 2007, respectively.

Related party lenders

A portion of the borrowings under the senior secured credit facility have been sold to certain of the Sponsors at terms consistent with third party borrowers. Amounts held by the sponsors were $445 million and $380 million as of December 31, 2008 and 2007, respectively. Interest expense associated with amounts held by the Sponsors approximated $22 million and $28 million during the years ended December 31, 2008 and 2007, respectively, and $15 million during the period May 24, 2006 to December 31, 2006.

Capital Lease Obligations

Nielsen leases certain computer equipment, buildings and automobiles under capital leases. These arrangements do not include terms of renewal, purchase options, or escalation clauses.

112

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Assets under capital lease are recorded within property, plant and equipment See Note 6 “Property, Plant and Equipment.”

Future minimum capital lease payments under non-cancelable capital leases at December 31, 2008 are as follows:

(IN MILLIONS)
2009	$	15
2010		15
2011		14
2012		14
2013		14
Thereafter		143
Total		215
Less: amount representing interest		94
Present value of minimum lease payments	$	121
Current portion	$	7
Total non-current portion		114
Present value of minimum lease payments	$	121

Capital leases have effective interest rates ranging from 4% to 7%. Interest expense recorded related to capital leases during the years ended December 31, 2008 and 2007 and the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 was $10 million, $10 million, $5 million, and $4 million, respectively.

Subsequent Events

In January 2009 we issued $330 million in aggregated principal amount of 11.625 % Senior Notes due 2014 at an issue price of $297 million with cash proceeds of approximately $291 million net of estimated fees and expenses.

In March 2009 the Company purchased and cancelled approximately GBP 101 million of the total GBP 250 million outstanding 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby the Company paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued interest. In conjunction with the GBP note cancellation the Company satisfied, and paid in cash, a portion of the remarketing settlement value associated with the cancelled notes to the two holders of the remarketing option (see description of GBP EMTN debenture above). In addition, the Company unwound a portion of its existing GBP/Euro cross-currency swap, which was previously designated as a foreign currency cash flow hedge. The Company does not expect to record a material gain or loss in the first quarter of 2009 as a result of the combined elements of this transaction. The net cash paid for the combined elements of this transaction was approximately $200 million.

11. Shareholders’ Equity

Each share of common stock has the right to one vote and a dividend determined at the general meeting of shareholders. No dividends were declared or paid on the common stock in 2008, 2007 or 2006.

113

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Common stock activity is as follows:

	Successor			Predecessor
	Year ended December 31, 2008	Year ended December 31, 2007	May 24 - December 31, 2006	January 1 - May 23, 2006
(Actual number of shares)
Beginning of year or period	258,463,857	258,463,857	258,443,857	257,073,932
Common share dividend	—	—	—	—
Conversion priority shares into common shares	—	—	20,000	—
Exercise of management and personnel options	—	—	—	1,369,925
End of year or period	258,463,857	258,463,857	258,463,857	258,443,857

In the event of an issuance of common stock, each holder of common stock has the first opportunity to purchase newly issued Nielsen common stock proportionate to the percentage of shares already held by the respective holder (“pre-emptive right”). However, such holder does not have any pre-emptive right to (i) stock issued against contribution other than in cash, and (ii) common stock issued to employees of Nielsen or of a group company of Nielsen.

Each share of 7% preferred stock had the right to 40 votes, non-cumulative dividend of €0.64 per share and a liquidation preference equal to the original issuance price of the 7% preferred stock, any capital contributions of the shareholder and any unpaid dividends, increased annually by 7% through the date of dissolution. No dividend was declared or paid on the 7% preferred stock in 2008, 2007 or 2006.

The issued and outstanding common shares and 7% preferred shares of Nielsen were listed on the stock exchange of NYSE Euronext until delisting as of July 11, 2006 (see Note 1 “Description of Business, Basis of Presentation and Significant Accounting Policies”).

Each share of priority stock had the right to 40 votes, dividends of €0.45 per share and a liquidation preference. Nielsen declared and paid dividends of €0.45 and per share on priority stock for the year ended December 31, 2005. On March 31, 2006 Nielsen acquired the priority shares which were subsequently converted into 20,000 common shares on June 13, 2006.

Each share of series B cumulative preferred stock had the right to one vote, a cumulative dividend of 6.22% calculated at issuance based on various factors, and a liquidation preference. Nielsen declared dividends of €1.76 and €0.78 per share on series B preferred stock in the period from May 24 to December 31, 2006 and the year ended December 31, 2005, respectively. No dividends were declared on series B preferred stock during the period from January 1, 2006 to May 23, 2006. As of December 31, 2006 all declared dividends were paid.

On August 9, 2006, Nielsen completed a cash redemption of all outstanding series B preferred stock, priority stock and series A preferred stock, which were owned by Valcon. All shares of series B preferred stock, priority stock and series A preferred stock have subsequently been canceled.

12. Share-Based Compensation

Successor

In connection with the Valcon Acquisition, Valcon Acquisition Holding B.V. (“Dutch HoldCo”), a private company with limited liability incorporated under the laws of the Netherlands and the direct parent of Valcon, implemented an equity-based, management compensation plan (“Equity Participation Plan” or “EPP”) to align

114

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

compensation for certain key executives with the performance of the Company. Under this plan, certain executives of Dutch HoldCo and its subsidiaries may be granted stock options, stock appreciation rights, restricted stock and dividend equivalent rights in the shares of Dutch HoldCo or purchase shares of Dutch HoldCo.

Dutch HoldCo granted 1,379,097, 8,130,350 and 3,500,000 time-based and 1,379,097, 8,130,350 and 3,500,000 performance-based stock options to purchase shares in the capital of Dutch HoldCo during the years ended December 31, 2008 and 2007, and the period from May 24, 2006 to December 31, 2006, respectively. As of December 31, 2008, the total number of shares authorized for award of options or other equity-based awards was 35,030,000. The 2008 time-based awards become exercisable over a four-year vesting period subject to the executives’ continuing employment as follows: 25% on December 31, 2008 and 25% on the last day of each of the next three calendar years. The 2007 and 2006 time-based awards become exercisable over a five-year vesting period subject to the executives’ continuing employment as follows: 5% upon grant date, 19% on December 31, 2007 and 19% on the last day of each of the next four calendar years for the 2007 options and 5% as of December 31, 2006 and 19% on the last day of each of the next five calendar years for the 2006 options. The 2008 performance options are subject to the executives’ continued employment and become vested and exercisable based on the achievement of certain annual EBITDA targets over a four-year vesting period. The 2007 and 2006 performance options are subject to the executives’ continuing employment over a five-year vesting period. If the annual EBITDA targets are achieved on a cumulative basis for any current year and prior years, the options become vested as to a pro-rata portion for any prior years installments which were not vested because of failure to achieve the applicable annual EBITDA target. Both option tranches expire ten years from date of grant. Upon a change in control, any then-unvested time options will fully vest and any then-unvested performance options can vest, subject to certain conditions.

For Nielsen’s successor share option plan, the activity is summarized below:

	Number Of Options (Time Based and Performance Based)		Weighted-Average Exercise Price
Successor
Outstanding at May 24, 2006	—		—
Granted	7,000,000		11.43
Expired	—		—
Canceled	—		—
Forfeited	—		—
Exercised	—		—
Outstanding at December 31, 2006	7,000,000		11.43
Granted	16,260,700		11.41
Replacement Awards	1,615,225		3.28
Expired	—		—
Canceled	—		—
Forfeited	(536,685	)	(11.33	)
Exercised	—		—
Outstanding at December 31, 2007	24,339,240		10.88
Granted	2,758,194		12.24
Replacement Awards	382,216		2.75
Expired	—		—
Canceled	—		—
Forfeited	(1,080,535	)	(11.58	)
Exercised	(309,262	)	(6.53	)
Outstanding at December 31, 2008	26,089,853		10.93

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Notes to Consolidated Financial Statements (continued)

The following table summarizes information about the nonvested shares as of December 31, 2008.

	Number Of Nonvested Options (Time Based and Performance Based)		Weighted-Average Exercise Price
Successor
Nonvested at May 24, 2006	—		—
Granted	7,000,000		11.43
Vested	(350,000	)	(11.43	)
Forfeited	—		—
Nonvested at December 31, 2006	6,650,000		11.43
Granted	16,260,700		11.41
Replacement Awards	1,615,225		3.28
Vested	(6,417,196	)	(9.68	)
Forfeited	(536,685	)	(11.33	)
Nonvested at December 31, 2007	17,572,044		11.30
Granted	2,758,194		12.24
Replacement Awards	382,216		2.75
Vested	(2,712,821	)	(10.58	)
Forfeited	(1,080,535	)	(11.58	)
Nonvested at December 31, 2008	16,919,098		11.36

The replacement awards are time based awards and relate to the acquisitions of IAG in 2008 and Nielsen BuzzMetrics and Telephia in 2007. See the “Nielsen Buzz Metrics” note below.

On May 15, 2008, Nielsen completed the acquisition of Nielsen IAG and concurrently provided 382,216 replacement awards under Nielsen’s existing Equity Participation Plan. The replacement awards granted on May 15, 2008 have exercise prices of $2.75 and a weighted average fair value of $8.25. All replacement options are vested under the identical terms applicable to Nielsen IAG options for which they were exchanged and the fair values of such awards which were vested were allocated as part of the preliminary purchase price allocation.

On August 9, 2007, Nielsen completed the acquisition of Telephia and concurrently provided 750,276 replacement options under Nielsen’s existing Equity Participation Plan. The replacement awards granted on August 9, 2007 have exercise prices ranging from $1.30 to $2.50 and a weighted average fair value of $8.07. All replacement options were fully vested and the fair values at grant date of such awards were allocated as part of the purchase price allocation.

The Black-Scholes option-pricing model was used to evaluate the fair value of the replacement awards with the assumptions consistent with the options granted under the Company’s Equity Participation Plan.

Time-based and performance-based options, excluding the replacement awards, have exercise prices of $11.00 and $22.00 per share for the year ended December 31, 2008 and exercise prices of $10.00 and $20.00 per share for the year ended December 31, 2007 and the period from May 24, 2006 to December 31, 2006. As of December 31, 2008, 2007 and 2006, the fair values of the time-based and performance-based awards were estimated using the Black-Scholes option pricing model. Expected volatility is based primarily on a combination of the estimates of implied volatility of the Company’s peer-group and the Company’s historical volatility adjusted for its leverage.

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Notes to Consolidated Financial Statements (continued)

The following weighted average assumption ranges were used during 2008, 2007 and 2006:

	Year Ended December 31, 2008		Year Ended December 31, 2007		Period from May 24, 2006 to December 31, 2006
Expected life (years)	2.93 - 3.02		3.42 - 4.31		5.0
Risk-free interest rate	2.77	%	3.17 - 4.77	%	4.63	%
Expected dividend yield	0	%	0	%	0	%
Expected volatility	39.0	%	46.50 - 56.10	%	56.10	%
Weighted average volatility	39.0	%	55.03	%	56.10	%

The weighted average grant date fair values for the time-based and performance-based options granted during the year ended December 31, 2008 are $4.16 and $1.09 respectively.

The Company recorded the Dutch Holdco stock compensation expense on a push down basis of $18 million, $41 million and $6 million for the years ended December 31, 2008 and December 31, 2007, and for the period from May 24, 2006 to December 31, 2006, respectively. The expense in 2008 included the reversal of $4 million recorded in prior years for performance options that did not vest as the Company did not meet its performance targets. The tax benefit related to the stock compensation expense was $6 million, $16 million and $2 million, for the respective periods.

At December 31, 2008, there was approximately $32 million of unearned share-based compensation which the Company expects to record as share-based compensation expense over the next three years. The compensation expense related to the time-based awards is amortized over the term of the award using the graded vesting method. At December 31, 2008, 2,388,145 of the performance-based options had not vested. The compensation expense related to the performance-based awards scheduled to vest in 2009 through 2011 was recorded on a graded vesting method as of December 31, 2008, December 31, 2007 and December 31, 2006 since the Company believes that the achievement of the financial performance goals is probable.

The weighted-average exercise price of the 26,089,853 options outstanding and 9,319,625 options exercisable was $10.93 and $10.13 as of December 31, 2008. The weighted-average remaining contractual term for the options outstanding and exercisable as of December 31, 2008 was 9.0 years and 8.5 years, respectively.

As of December 31, 2008, December 31, 2007 and December 31, 2006, the weighted-average grant date fair value of the options granted was $3.66, $4.78, and $4.88, respectively, and the aggregate fair value of options vested was $13 million, $34 million and $2 million, respectively.

There were 309,262 options exercised for the year ended December 31, 2008. The intrinsic value of the options exercised was $1 million.

The aggregate intrinsic value of options outstanding and exercisable was $19 million.

In 2007, 100,000 restricted stock units (RSUs) ultimately payable in shares of common stock were granted under the existing Equity Participation Plan. Twenty percent of the awards vested upon the date of grant and the remaining vest ratably at twenty percent per year beginning with the first anniversary of the grant date. The restrictions on the awards lapse consistently along with the vesting terms and become 100 percent vested immediately prior to a change in control.

The estimated grant date fair value of these units was $10.00. The compensation expense associated with these awards is recognized based on a graded vesting schedule. The Company recognized share based compensation expense of $0.2 million and $0.6 million in connection with these restricted units for the years

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Notes to Consolidated Financial Statements (continued)

ended December 31, 2008 and December 31, 2007. As of December 31, 2008, the total unrecognized compensation cost related to nonvested RSUs was $0.2 million. This cost is expected to be recognized over a weighted average period of 2 years. The total fair value of the 20,000 units vested during 2008 was $0.2 million.

Predecessor

Nielsen, concurrent with the consummation of the Valcon Acquisition, cancelled all vested and unvested stock options and RSUs, and paid each holder cash equal to the excess of the offer price of €29.50 over the exercise price, and paid €29.50 for each RSU outstanding, paying a total of $91 million for settlement of all outstanding share based awards and accelerating the recognition expense related to the unvested portion of all awards. Nielsen recognized $20 million of compensation expense related to all outstanding vested and unvested awards under Nielsen share-based compensation plans, of which $2 million related to Nielsen subsidiary plans, during the period from January 1, 2006 to May 24, 2006. Nielsen issued 1,369,925 shares of common stock upon the exercise of share-based compensation awards during the period from January 1, 2006 to May 23, 2006.

For Nielsen’s predecessor share option plans, the activity is summarized below:

	Number of Options		Weighted-Average Exercise Price
Predecessor
Outstanding at January 1, 2006	16,163,037		27.57
Granted	—		—
Exercised	(1,369,925	)	23.78
Expired	(1,673,350	)	39.08
Forfeited	(14,722	)	27.36
Canceled	(3,061,600	)	37.18
Paid at Valcon Acquisition	(10,043,440	)	23.18
Outstanding at May 23, 2006	—		—

Subsidiary Share-Based Compensation

Nielsen//NetRatings

On June 22, 2007, concurrent with Nielsen’s acquisition of the remaining outstanding shares of Nielsen//NetRatings, all outstanding vested and unvested stock options and restricted stock units (“RSU’s”) of Nielsen//NetRatings were cancelled. Nielsen//NetRatings paid to each holder of options cash equal to the excess of the offer price of $21.00 per share over the exercise price, and paid $21.00 for each RSU outstanding. Cash required to settle all outstanding share-based awards totaled $33 million during 2007.

Nielsen recorded share-based payment expense for Nielsen//NetRatings’ compensation arrangements of $6 million for the year ended December 31, 2007, $3 million for the period from May 24, 2006 to December 31, 2006 and $2 million for the period from January 1, 2006 to May 23, 2006.

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The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Information with respect to Nielsen//NetRatings’ plan activity is summarized as follows:

	Available for Grant		Restricted Stock Outstanding			Stock Options Outstanding
			Number of Restricted Shares		Weighted Average Grant Date Fair Value	Number of Stock Options		Weighted Average Exercise Price
Predecessor
Outstanding at January 1, 2006	599,000		485,000		14.96	3,110,000		10.64
Granted	(478,000	)	478,000		12.63	—		—
Exercised/released	—		(143,000	)	14.96	(298,000	)	9.05
Restricted stock withheld for taxes(1)	30,000		—		—	—		—
Canceled	250,000		(57,000	)	14.84	(193,000	)	12.59
Outstanding at May 23, 2006	401,000		763,000		13.51	2,619,000		10.67
Successor
Granted	(70,000	)	70,000		15.95	—		—
Exercised/released	—		(23,000	)	14.39	(346,000	)	9.68
Restricted stock withheld for taxes(1)	4,000		—		—	—		—
Canceled	84,000		(36,000	)	12.02	(48,000	)	13.93
Outstanding at December 31, 2006	419,000		774,000		13.77	2,225,000		10.76
Granted	(4,000	)	4,000		20.10	—		—
Exercised/released	390,000		(270,000	)	14.22	(120,000	)	8.44
Restricted stock withheld for taxes(1)	56,000		—		—	—		—
Canceled	20,000		(17,000	)	13.42	(3,000	)	9.66
Settled	(881,000	)	(491,000	)	13.56	(2,102,000	)	10.89
Outstanding at December 31, 2007	—		—		—	—		—

(1) Upon the release of certain shares of restricted stock, the Company withheld shares to satisfy certain tax obligations of the holder based on the market value of the shares on the date the shares of restricted stock were released.

During the year ended December 31, 2007 and the period from May 24, 2006 to December 31, 2006 and from January 1, 2006 to May 23, 2006 the aggregate intrinsic value for options exercised was $1 million, $2 million, and $1 million, respectively.

Cash received from option exercises for the year ended December 31, 2007 and for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 was $1 million, $3 million, and $3 million, respectively.

The tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements totaled $0 million, $0.1 million, and $0.1 million for the year ended December 31, 2007, for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively.

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Notes to Consolidated Financial Statements (continued)

Nielsen BuzzMetrics

On June 4, 2007, Nielsen completed the acquisition of the remaining outstanding shares of its subsidiary Nielsen BuzzMetrics and concurrently cancelled the majority of Nielsen BuzzMetrics outstanding vested and unvested options while certain executives obtained 864,949 replacement options under Nielsen’s existing Equity Participation Plan. The cancelled option holders received cash equal to the excess of the offer price of $7.79 over the exercise price, totaling $4 million. The acceleration expense recognized for the unvested options was not significant. Nielsen recognized $5 million in share-based compensation for Nielsen BuzzMetrics for the year ended December 31, 2007.

The Black-Scholes option-pricing model was used to evaluate the fair value of the replacement awards with assumptions consistent with the options granted under the Company’s Equity Participation Plan. The replacement awards granted on June 4, 2007, have exercise prices ranging from $0.10 to $10.00 and a weighted average grant date fair value of $5.19. The modification of certain awards to replacement options resulted in an insignificant amount of incremental compensation expense based on the newly determined fair value.

All Nielsen BuzzMetrics’ equity awards were modified to liability awards in accordance with SFAS No. 123(R) due to the existence of a put feature on the underlying shares which permits the option holders to avoid the risk and rewards normally associated with equity ownership. On November 30, 2006, it became probable that the put right would become operable when Nielsen committed to acquiring an additional interest in Nielsen BuzzMetrics in 2007. The modification of awards resulted in an additional expense of $4 million based on the fair value of the vested portion of the respective awards on November 30, 2006. The unvested portion of the options will be adjusted to fair value at each balance sheet date thereafter until the awards are settled with the adjustment recognized in the Consolidated Statements of Operations.

For purposes of Nielsen’s consolidated financial statements, Nielsen recorded share-based compensation expense from Nielsen BuzzMetrics’ options of $0 for the period from June 4, 2007 to December 31, 2007, $5 million (including the modification charge of $4 million) for the period from May 24, 2006 to December 31, 2006 and $0.2 million for the period from February 14, 2006 to May 23, 2006.

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The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

A summary of Nielsen BuzzMetrics’ option activity is as follows:

	Number of Options		Weighted-Average Exercise Price
Predecessor
Outstanding at February 14, 2006(1)	1,459,581		$	1.69
Granted	848,600			3.36
Exercised	(132,546	)		0.11
Forfeited	(36,440	)		2.57
Outstanding at May 23, 2006	2,139,195			2.44
Successor
Granted	79,000			4.91
Exercised	(149,415	)		0.32
Forfeited	(117,916	)		2.99
Outstanding at December 31, 2006	1,950,864			2.67
Granted	54,000			6.52
Exercised	—			—
Forfeited	(29,401	)		5.07
Settled	(865,131	)		2.35
Replacement Awards	(1,110,332	)		3.10
Outstanding at December 31, 2007	—			—

(1) Nielsen consolidated Nielsen BuzzMetrics starting on February 14, 2006 upon obtaining voting control.

13. Income Taxes

The components of (loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates, were:

	Successor									Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
(Loss)/income from continuing operations before income taxes and minority interests	$	(517	)	$	(264	)	$	(384	)	$	25
Less: Equity in net (loss)/income of affiliates		(7	)		2			6			6
(Loss)/income from continuing operations before income taxes, equity in net (loss)/income of affiliates and minority interests	$	(510	)	$	(266	)	$	(390	)	$	19
Dutch	$	41		$	67		$	(72	)	$	(84	)
Non-Dutch		(551	)		(333	)		(318	)		103
Total	$	(510	)	$	(266	)	$	(390	)	$	19

The above amounts for Dutch and non-Dutch activities were determined based on the location of the taxing authorities.

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The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

The provision/(benefit) for income taxes attributable to (loss)/income from continuing operations before income taxes, equity in net (loss)/income of affiliates and minority interests consisted of:

	Successor									Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31 2006			January 1 - May 23 2006
Current:
Dutch	$	—		$	(40	)	$	20		$	(8	)
Non-Dutch		130			106			68			14
		130			66			88			6
Deferred:
Dutch		16			61			(3	)		1
Non-Dutch		(142	)		(109	)		(190	)		32
		(126	)		(48	)		(193	)		33
Total	$	4		$	18		$	(105	)	$	39

The Company’s provision/(benefit) for income taxes for the years ended December 31, 2008 and December 31, 2007 and for the periods May 24 to December 31, 2006 and January 1 to May 23, 2006 was different from the amount computed by applying the statutory Dutch federal income tax rates to (loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates as a result of the following:

	Earnings Before Income Taxes
	Successor									Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
(Loss)/income from continuing operations before income taxes, equity in net (loss)/income of affiliates and minority interests	$	(510	)	$	(266	)	$	(390	)	$	19
Dutch statutory tax rate		25.5	%		25.5	%		29.6	%		29.6	%
(Benefit)/provision for income taxes at the Dutch statutory rate	$	(130	)	$	(68	)	$	(115	)	$	6
Goodwill Impairment		83			—			—			—
Basis difference in sale of subsidiary		6			—			—			—
Effect of subpart F income		—			—			17			—
Tax impact on distributions from foreign subsidiaries		13			74			—			—
Effect of operations in non-Dutch jurisdictions, including foreign tax credits		(31	)		(29	)		(34	)		5
U.S. state and local taxation		11			3			(9	)		7
Effect of Dutch inter-company finance activities		—			—			(22	)		16
Change of estimates for contingent tax matters		37			36			26			(3	)
Change of estimates for other tax positions		—			—			—			(6	)
Change for valuation allowances		4			17			—			13
Non-deductible interest expense		—			(26	)		28			—
Other, net		11			11			4			1
Total provision/(benefit) for income taxes	$	4		$	18		$	(105	)	$	39
Effective tax rate		(0.8	)%		(6.8	)%		26.9	%		205.3	%

122

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

The components of current and non-current deferred income tax assets/(liabilities) were:

(IN MILLIONS)	December 31, 2008			December 31, 2007
Deferred tax assets (on balance):
Net operating loss carryforwards	$	580		$	485
Interest expense limitation		15			—
Deferred compensation		41			31
Financial instruments		174			114
Employee benefits		25			48
Tax credit carryforwards		36			10
Share-based payments		18			—
Accrued expenses		55			—
Other assets		45			73
		989			761
Valuation allowances		(232	)		(199	)
Deferred tax assets, net of valuation allowances		757			562
Deferred tax liabilities (on balance):
Intangible assets		(1,875	)		(1,948	)
Interest expense limitation		—			(2	)
Fixed asset depreciation		(19	)		(13	)
Deferred revenues / costs		(60	)		(56	)
Computer software		(94	)		(80	)
		(2,048	)		(2,099	)
Net deferred tax liability	$	(1,291	)	$	(1,537	)
Recognized as:
Deferred income taxes, current	$	(17	)	$	(56	)
Deferred income taxes, non-current		(1,274	)		(1,481	)
Total	$	(1,291	)	$	(1,537	)

At December 31, 2008 and 2007, the Company had net operating loss carryforwards of approximately $1,670 million and $1,349 million, respectively, which will begin to expire in 2010, of which approximately $1,085 million relates to the U.S. In addition, the Company had tax credit carryforwards of approximately $36 million and $10 million at December 31, 2008 and 2007, respectively, which will begin to expire in 2011. In certain jurisdictions, the Company has operating losses and other tax attributes that, due to the uncertainty of achieving sufficient profits to utilize these operating loss carryforwards and tax credit carryforwards, the Company currently believes it is more likely than not that a portion of these losses will not be realized. Therefore, the Company has recorded a valuation allowance of approximately $203 million and $176 million at December 31, 2008 and 2007, respectively, related to these net operating loss carryforwards and tax credit carryforwards. In addition, the Company has established valuation allowances of $29 million and $23 million, at December 31, 2008 and 2007, respectively, on deferred tax assets related to other temporary differences, which the Company currently believes will not be realized.

As a consequence of the significant restructuring of the ownership of the Nielsen non-U.S. subsidiaries in 2008 and 2007 the Company has determined that as of December 31, 2008 no income taxes are required to be provided for on the approximately $2.6 billion, which is the excess of the book value of its investment in non-US

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Notes to Consolidated Financial Statements (continued)

subsidiaries over the corresponding tax basis. Certain of these differences can be eliminated at a future date without tax consequences and the remaining difference which is equal to the undistributed historic earnings of such subsidiaries are indefinitely reinvested. It is not practical to estimate the additional income taxes and applicable withholding that would be payable on the remittance of such undistributed historic earnings.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a decrease of $5 million in the liability for unrecognized tax benefits, which was accounted for as a decrease to the January 1, 2007 balance of goodwill.

At December 31, 2008 and December 31, 2007, the Company had gross unrecognized tax benefits of $187 million and $195 million, respectively. The Company has also accrued interest and penalties associated with these unrecognized tax benefits as of December 31, 2008 and December 31, 2007 of $22 million, and $23 million, respectively. Estimated interest and penalties related to the underpayment of income taxes is classified as a component of Benefit (provision) for income taxes in the Consolidated Statement of Operations.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(IN MILLIONS)	December 31, 2008			December 31, 2007
Balance as of the beginning of period	$	195		$	112
Additions for current year tax positions		36			73
Additions for tax positions of prior years		18			23
Reductions for lapses of statute of limitations		(56	)		(21	)
Cumulative Translation of Non-US denominated positions		(6	)		8
Balance as of the end of the period	$	187		$	195

Consistent with FIN 48, these gross contingency additions do not take into account offsetting tax benefits associated with the correlative effects of potential adjustments. The FIN 48 gross balance also includes cumulative translation adjustments associated with non-US dollar denominated tax exposures.

If the balance of the company’s uncertain tax positions is sustained by the taxing authorities in the Company’s favor, the reversal of the entire balance would reduce the company’s effective tax rate in future periods.

The Company files numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to US Federal income tax examinations for 2003 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 1997 through 2006.

The Internal Revenue Service (IRS) commenced examinations of certain of the Company’s U.S. Federal income tax returns for 2004 in the third quarter of 2006. The IRS also commenced examinations of certain of the Company’s U.S. Federal income tax returns for 2005 and 2006 in the first quarter of 2009. The Company is also under Canadian audit for the years 2002 – 2006. With the exception of the 2005 and 2006 U.S. Federal examinations, it is anticipated that all examinations will be completed within the next twelve months. 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.

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The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

It is reasonably possible that a reduction in a range of $18 million to $58 million of unrecognized tax benefits may occur during 2009 as a result of projected resolutions of worldwide tax disputes.

14. Investments in Affiliates and Related Party Transactions

As of December 31, 2008 and 2007, Nielsen had investments in affiliates of $117 million and $258 million, respectively. Nielsen’s only significant investment, and its percentage of ownership as of December 31, 2008, was its 51% non-controlling ownership interest in Scarborough Research (“Scarborough”).

As discussed in Note 3 “Business Acquisitions,” on December 19, 2008 Nielsen completed the purchase of the remaining 50% interest in AGB Nielsen Media Research (“AGBNMR”), a leading international television audience media measurement business, from WPP in exchange for certain assets valued at $72 million. Net cash acquired in this transaction was $23 million.

On October 30, 2007, Nielsen completed the sale of its 50% interest in VNU Exhibitions Europe B.V. to Jaarbeurs (Holding) B.V. for $51 million.

Related Party Transactions with Affiliates

Nielsen and Scarborough enter into various related party transactions in the ordinary course of business, including Nielsen’s providing certain general and administrative services to Scarborough. Nielsen pays royalties to Scarborough for the right to include Scarborough data in Nielsen products sold directly to Nielsen customers. Additionally, Nielsen sells various Scarborough products directly to its clients, for which it receives a commission from Scarborough. As a result of these transactions Nielsen received net payments from Scarborough of $9 million, $15 million, $12 million and $9 million for the years ended December 31, 2008 and 2007 and the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively. Obligations between Nielsen and Scarborough are settled in cash, on a monthly basis in the ordinary course of business and amounts outstanding were not material at December 31, 2008 or 2007.

Transactions with Sponsors

In connection with the Valcon Acquisition and related debt financing, during 2006 Valcon paid the Sponsors $131 million in fees and expenses for financial and structuring advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of the Valcon Acquisition based on the specific nature of the services performed.

In connection with the Valcon Acquisition, two of Nielsen’s subsidiaries and the Sponsors entered into Advisory Agreements, which provide for an annual management fee, in connection with planning, strategy, oversight and support to management, and are payable quarterly and in advance to each Sponsor, on a pro rata basis, for the eight year duration of the agreements, as well as reimbursements for each Sponsor’s respective out-of-pocket expenses in connection with the management services provided under the agreement. Annual management fees are $10 million in the first year starting on the effective date of the Valcon Acquisition, and increases by 5% annually thereafter.

The Advisory Agreements provide that upon the consummation of a change in control transaction or an initial public offering in excess of $200 million, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that

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would have been payable to the Sponsors during the remainder of the term of the agreements (assuming an eight year term of the agreements), calculated using the treasury rate having a final maturity date that is closest to the eighth anniversary of the date of the agreements.

The Advisory Agreements also provide that Nielsen will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services provided by the Sponsors under the fee agreement.

For the years ended December 31, 2008 and 2007 and the period from May 24, 2006 to December 31, 2006, the Company recorded $11 million, $11 million and $7 million, respectively in selling, general and administrative expenses related to these management fees, sponsor travel and consulting.

Short-term debt at December 31, 2007 included a $54 million loan payable to Valcon Acquisition Holding B.V., the direct parent of Valcon. In addition, short-term debt at December 31, 2007 included a $24 million loan payable to Valcon Acquisition B.V., respectively. Long-term debt at December 31, 2007 included a $52 million loan payable to Valcon Acquisition B.V. During the second quarter of 2008, Nielsen repaid all previously outstanding loans with both Valcon Acquisition Holding B.V. and Valcon Acquisition B.V. A portion of the repayments was used by Valcon to acquire the remaining outstanding Nielsen common shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements. At December 31, 2008, short-term debt included $2 million payable to Valcon Acquisition Holding B.V. Nielsen recorded $2 million and $4 million in interest expense from loans with these related parties for years ended December 31, 2008 and December 31, 2007, respectively.

15. Commitments and Contingencies

Leases and Other Contractual Arrangements

On February 19, 2008, Nielsen amended and restated its Master Services Agreement dated June 16, 2004 (“MSA”), with Tata America International Corporation and Tata Consultancy Services Limited (jointly “TCS”). The term of the amended and restated MSA is for ten years, effective October 1, 2007; with a one year renewal option granted to Nielsen, during which ten year period (or if Nielsen exercises its renewal option, eleven year period) Nielsen has committed to purchase at least $1 billion in services from TCS. Unless mutually agreed, the payment rates for services under the amended and restated MSA are not subject to adjustment due to inflation or changes in foreign currency exchange rates. TCS will provide Nielsen with Information Technology, Applications Development and Maintenance and Business Process Outsourcing services globally. The amount of the purchase commitment may be reduced upon the occurrence of certain events, some of which also provide us with the right to terminate the agreement.

In addition, in 2008, Nielsen entered into an agreement with TCS to outsource our global IT Infrastructure services. The agreement has an initial term of seven years, and provides for TCS to manage Nielsen’s infrastructure costs at an agreed upon level and to provide Nielsen’s infrastructure services globally for an annual service charge of $39 million per year, which applies towards the satisfaction of Nielsen’s aforementioned purchased services commitment with TCS of at least $1 billion over the term of the amended and restated MSA. The agreement is subject to earlier termination under certain limited conditions.

Nielsen has also entered into operating leases and other contractual obligations to secure real estate facilities, agreements to purchase data processing services and leases of computers and other equipment used in the ordinary course of business and various outsourcing contracts. These agreements are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

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Due to the uncertainty with respect to the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2008, the Company is unable to make reasonably reliable estimates of the timing of cash settlements with the respective taxing authorities. Therefore, $209 million of unrecognized tax benefits (which includes interest of $22 million) have been excluded from the contractual obligations table below, except for $4 million that may become payable during 2009. See Note 13, “Income Taxes” for further discussion.

The amounts presented below represent the minimum annual payments under Nielsen’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. These purchase obligations include data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.

	For the Years Ending December 31,
(IN MILLIONS)	2009		2010		2011		2012		2013		Thereafter		Total
Operating leases	$	114	$	98	$	77	$	61	$	46	$	121	$	517
Other contractual obligations		251		163		136		124		120		336		1,130
Total	$	365	$	261	$	213	$	185	$	166	$	457	$	1,647

Total expenses incurred under operating leases were $108 million, $120 million, $81 million and $51 million for the years ended December 31, 2008 and 2007 and the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively. Nielsen recognized rental income received under subleases of $10 million, $8 million, $8 million and $5 million for the years ended December 31, 2008 and 2007 and the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively. At December 31, 2008, Nielsen had aggregate future proceeds to be received under non-cancelable subleases of $80 million.

Nielsen also has minimum commitments under non-cancelable capital leases. See Note 10 “Long-term Debt and Other Financing Arrangements” for further discussion.

Guarantees and Other Contingent Commitments

At December 31, 2008, Nielsen was committed under the following significant guarantee arrangements:

Sub-lease guarantees

Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, the Company has not been required to perform under such arrangements, does not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.

Letters of credit

Letters of credit issued and outstanding amount to $5 million at December 31, 2008.

Indemnification agreements

In connection with the sale of Directories in 2004, Nielsen is subject to certain contingent liabilities relating to periods prior to the sale, pursuant to an indemnity agreement with the acquirer. As of December 31, 2008, Nielsen had accrued approximately $11 million relating to this indemnity agreement.

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Termination Agreement Nielsen—IMS Health

On November 17, 2005, Nielsen and IMS Health Inc. (“IMS Health”) announced their agreement to terminate the planned merger of the two companies. Under the terms of the termination agreement, among other things, Nielsen agreed to pay an amount of $45 million to IMS Health should Nielsen be acquired pursuant to any agreement entered into within the 12 months following the termination. For its part, IMS Health agreed to pay Nielsen $15 million should IMS Health be acquired pursuant to any agreement entered into within the 12 months following the termination. On May 24, 2006, due to the consummation of the Valcon Acquisition, Nielsen made the $45 million payment to IMS Health.

D&B Legacy Tax Matters

In November 1996, D&B, then known as The Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the A.C. Nielsen Company (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off The Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Valcon, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. During the year ended December 31, 2008, Nielsen paid $6 million to settle its portion of one of the outstanding tax matters previously in arbitration, including $1 million in interest. As of December 31, 2008, Nielsen has $11 million of remaining accruals, which are considered to be adequate to cover any liabilities associated with the remaining matters.

Other Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business.

16. Segments

Nielsen classifies its business interests into three reportable segments: Consumer Services, consisting principally of market research and analysis and marketing and analytical consulting services; Media, consisting principally of television ratings, television, radio and internet audience and advertising measurement and research and analysis in various facets of the entertainment and media sectors, and Business Media, consisting principally of business publications, both in print and online, trade shows, events and conferences and information databases and websites. Corporate consists principally of unallocated, corporate items and intersegment eliminations.

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Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the products and services offered and geographic areas of operations.

Business Segment Information

	Successor									Predecessor
(IN MILLIONS)	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Revenues
Consumer Services(1)	$	2,838		$	2,650		$	1,425		$	871
Media		1,737			1,570			859			541
Business Media		440			490			266			216
Corporate and eliminations		(3	)		(3	)		(2	)		(2	)
Total	$	5,012		$	4,707		$	2,548		$	1,626

(1) Includes Retail Measurement revenues of $1,920 million, $1,787 million, $1,004 million and $604 million for the years ended December 31, 2008 and 2007 and the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 respectively.

	Successor						Predecessor
(IN MILLIONS)	Year ended December 31, 2008		Year ended December 31, 2007		May 24 - December 31, 2006		January 1 - May 23, 2006
Depreciation and amortization
Consumer Services	$	188	$	169	$	116	$	60
Media		266		227		107		48
Business Media		42		48		25		12
Corporate and eliminations		8		13		9		6
Total	$	504	$	457	$	257	$	126
	Successor						Predecessor
(IN MILLIONS)	Year ended December 31, 2008		Year ended December 31, 2007		May 24 - December 31, 2006		January 1 - May 23, 2006
Restructuring cost
Consumer Services	$	75	$	80	$	43	$	1
Media		13		14		—		—
Business Media		3		6		6		—
Corporate and eliminations		29		37		19		6
Total	$	120	$	137	$	68	$	7

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(IN MILLIONS)	Successor									Predecessor
	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Share-Based Compensation
Consumer Services	$	4		$	7		$	2		$	7
Media		7			24			9			7
Business Media		1			3			—			2
Corporate and eliminations		6			18			3			4
Total	$	18		$	52		$	14		$	20
(IN MILLIONS)	Successor									Predecessor
	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Operating income
Consumer Services	$	259		$	227		$	59		$	25
Media		224			232			132			98
Business Media		(251	)		82			26			51
Corporate and eliminations		(114	)		(125	)		(108	)		(117	)
Total	$	118		$	416		$	109		$	57
(IN MILLIONS)	Successor									Predecessor
	Year Ended December 31, 2008			Year Ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Interest income
Consumer Services	$	8		$	11		$	5		$	4
Media		2			7			5			2
Business Media		1			—			—			—
Corporate		6			12			1			2
Total	$	17		$	30		$	11		$	8
(IN MILLIONS)	Successor									Predecessor
	Year Ended December 31, 2008			Year Ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006
Interest expense
Consumer Services	$	3		$	4		$	7		$	1
Media		9			10			8			8
Business Media		—			—			—			—
Corporate		627			634			357			39
Total	$	639		$	648		$	372		$	48

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(IN MILLIONS)	Successor								Predecessor
	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006		January 1 - May 23, 2006
Equity in net (loss)/income of affiliates
Consumer Services	$	1		$	1		$	—	$	—
Media		(8	)		(2	)		6		2
Business Media		—			4			—		4
Corporate		—			(1	)		—		—
Total	$	(7	)	$	2		$	6	$	6

(IN MILLIONS)	December 31, 2008		December 31, 2007
Total assets
Consumer Services	$	5,912	$	6,557
Media		7,758		7,688
Business Media		1,199		1,606
Corporate(1)		489		403
Total	$	15,358	$	16,254

(1) Includes cash of $158 million and $34 million and deferred bank fees of $112 million and $122 million as of December 31, 2008 and 2007, respectively.

(IN MILLIONS)	December 31, 2008		December 31, 2007
Total liabilities
Consumer Services	$	1,913	$	1,976
Media		1,533		1,561
Business Media		255		321
Corporate(1)		8,766		8,435
Total	$	12,467	$	12,293

(1) Includes debt of $8,357 million and $8,085 million as of December 31, 2008 and 2007, respectively.

(IN MILLIONS)	Successor						Predecessor
	Year ended December 31, 2008		Year ended December 31, 2007		May 24 - December 31, 2006		January 1 - May 23, 2006
Capital expenditures
Consumer Services	$	175	$	120	$	78	$	31
Media		165		122		79		33
Business Media		16		12		4		2
Corporate and other		14		12		6		3
Total	$	370	$	266	$	167	$	69

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Geographic Segment Information

Successor

(IN MILLIONS)	Revenues(1)		Operating Income/ (Loss)			Long- lived Assets(2)
2008
United States(3)	$	2,675	$	(182	)	$	9,601
North and South America, excluding the United States		497		121			1,435
The Netherlands		46		8			6
Other Europe, Middle East & Africa		1,308		125			1,385
Asia Pacific		486		46			431
Total	$	5,012	$	118		$	12,858

(IN MILLIONS)	Revenues(1)		Operating Income/ (Loss)			Long- lived Assets(2)
2007
United States	$	2,638	$	197		$	9,953
North and South America, excluding the United States		440		89			1,831
The Netherlands		35		(10	)		7
Other Europe, Middle East & Africa		1,158		98			1,380
Asia Pacific		436		42			517
Total	$	4,707	$	416		$	13,688

(IN MILLIONS)	Revenues(1)		Operating Income/(Loss)
May 24, 2006 through December 31, 2006
United States	$	1,468	$	11
North and South America, excluding the United States		237		43
The Netherlands		22		33
Other Europe, Middle East & Africa		580		(13	)
Asia Pacific		241		35
Total	$	2,548	$	109

Predecessor

(IN MILLIONS)	Revenues(1)		Operating Income/(Loss)
January 1, 2006 through May 23, 2006
United States	$	962	$	105
North and South America, excluding the United States		145		31
The Netherlands		12		(97	)
Other Europe, Middle East & Africa		364		11
Asia Pacific		143		7
Total	$	1,626	$	57

(1) Revenues are attributed to geographic areas based on the location of customers.

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(2) Long-lived assets include property, plant and equipment, goodwill and other intangible assets.

(3) Operating loss includes a goodwill impairment charge of $432 million.

17. Additional Financial Information

Accounts payable and other current liabilities

(IN MILLIONS)	December 31, 2008		December 31, 2007
Trade payables	$	95	$	124
Personnel costs		294		338
Current portion of restructuring liabilities		95		95
Outside services		81		103
Interest payable		96		99
Other current liabilities		358		376
Total accounts payable and other current liabilities	$	1,019	$	1,135

18. Quarterly Financial Data (unaudited)

(IN MILLIONS)	Successor
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
2008
Revenues	$	1,214		$	1,304	$	1,260	$	1,234
Operating income/(loss)(1)		115			169		124		(290	)
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(107	)		28		52		(483	)
Net (loss)/income	$	(82	)	$	15	$	42	$	(477	)

(IN MILLIONS)	Successor
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2007
Revenues	$	1,072		$	1,169		$	1,188		$	1,278
Operating Income(2)		56			100			77			183
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(89	)		(75	)		(108	)		6
Net loss(3)	$	(74	)	$	(61	)	$	(100	)	$	(45	)

(1) Includes restructuring charges of $7 million, $9 million, $46 million and $58 million for the first quarter, the second quarter, the third quarter and the fourth quarter of 2008, respectively. The fourth quarter of 2008 also includes a goodwill impairment charge of $432 million.

(2) Includes restructuring charges of $19 million, $36 million, $79 million and $3 million for the first quarter, the second quarter, the third quarter and the fourth quarter of 2007, respectively.

(3) The fourth quarter of 2007 includes a tax provision of $50 million, mainly due to the tax impact on distributions from foreign subsidiaries.

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19. Guarantor Financial Information

The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the consolidating balance sheet as of December 31, 2008 and 2007 and consolidating statements of operations and cash flows for the years ended December 31, 2008 and 2007 and for the periods from January 1, 2006 to May 23, 2006 and May 24, 2006 to December 31, 2006. The Senior Notes and the Senior Subordinated Discount Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., Nielsen Business Media Holding Company, TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen Business Media Holding Company, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are the Company and the subsidiary issuers (Nielsen Finance LLC and Nielsen Finance Co.), both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.

As discussed in Note 3 “Business Acquisitions,” the Company acquired the remaining Nielsen//NetRatings common shares on June 22, 2007. Subsequent to this acquisition, Nielsen//NetRatings United States based subsidiaries, became Guarantor subsidiaries during the year ended December 31, 2007. This change did not impact the Nielsen//NetRatings non-U.S. operations which will continue as Non-Guarantor subsidiaries. In the following Consolidated Balance Sheet, Consolidated Statement of Operations and the Consolidated Statement of Cash Flows, Nielsen//NetRatings U.S. based subsidiaries have been included in the Guarantor column as of December 31, 2008 and 2007 and for the years ended December 31, 2008 and 2007. Periods prior to 2007 have not been reclassified.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.

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Consolidated Balance Sheet (Successor)

December 31, 2008

	Parent		Issuers			Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	1	$	—		$	162	$	303	$	—		$	466
Trade and other receivables, net		—		—			427		531		—			958
Prepaid expenses and other current assets		2		17			74		96		—			189
Intercompany receivables		346		105			385		394		(1,230	)		—
Total current assets		349		122			1,048		1,324		(1,230	)		1,613
Non-current assets
Property, plant and equipment, net		—		—			378		225		—			603
Goodwill		—		—			5,284		1,901		—			7,185
Other intangible assets, net		—		—			3,888		1,182		—			5,070
Deferred tax assets		—		64			216		39		—			319
Other non-current assets		20		107			266		175		—			568
Equity investment in subsidiaries		2,881		—			3,760		—		(6,641	)		—
Intercompany loans		632		6,929			985		1,564		(10,110	)		—
Total assets	$	3,882	$	7,222		$	15,825	$	6,410	$	(17,981	)	$	15,358
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	17	$	113		$	327	$	562	$	—		$	1,019
Deferred revenues		—		—			280		158		—			438
Income tax liabilities		4		—			92		42		—			138
Current portion of long-term debt, capital lease obligations and other short-term borrowings		—		45			359		17		—			421
Intercompany payables		—		170			805		255		(1,230	)		—
Total current liabilities		21		328			1,863		1,034		(1,230	)		2,016
Non-current liabilities
Long-term debt and capital lease obligations		957		7,002			97		17		—			8,073
Deferred tax liabilities		18		—			1,455		119		—			1,592
Intercompany loans		—		—			9,086		1,024		(10,110	)		—
Other non-current liabilities		11		129			443		203		—			786
Total liabilities		1,007		7,459			12,944		2,397		(11,340	)		12,467
Minority interests		—		—			—		16		—			16
Total shareholders’ equity		2,875		(237	)		2,881		3,997		(6,641	)		2,875
Total liabilities, minority interests and shareholders’ equity	$	3,882	$	7,222		$	15,825	$	6,410	$	(17,981	)	$	15,358

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Consolidated Balance Sheet (Successor)

December 31, 2007

	Parent		Issuers			Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	1	$	—		$	65	$	333	$	—		$	399
Trade and other receivables, net		—		—			441		471		—			912
Prepaid expenses and other current assets		32		15			75		60		—			182
Intercompany receivables		430		109			338		315		(1,192	)		—
Total current assets		463		124			919		1,179		(1,192	)		1,493
Non-current assets
Property, plant and equipment, net		—		—			332		227		—			559
Goodwill		—		—			5,650		2,136		—			7,786
Other intangible assets, net		—		—			3,908		1,435		—			5,343
Deferred tax assets		3		33			116		83		—			235
Other non-current assets		20		130			515		173		—			838
Equity investment in subsidiaries		3,982		—			4,069		—		(8,051	)		—
Intercompany loans		722		6,669			992		1,958		(10,341	)		—
Total assets	$	5,190	$	6,956		$	16,501	$	7,191	$	(19,584	)	$	16,254
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	83	$	77		$	416	$	559	$	—		$	1,135
Deferred revenues		—		—			322		180		—			502
Income tax liabilities		—		—			62		38		—			100
Current portion of long-term debt, capital lease obligations and other short-term borrowings		6		45			132		30		—			213
Intercompany payables		41		150			841		160		(1,192	)		—
Total current liabilities		130		272			1,773		967		(1,192	)		1,950
Non-current liabilities
Long-term debt and capital lease obligations		1,066		6,787			155		29		—			8,037
Deferred tax liabilities				—			1,530		186		—			1,716
Intercompany loans		—		—			8,810		1,531		(10,341	)		—
Other non-current liabilities		37		82			251		220		—			590
Total liabilities		1,233		7,141			12,519		2,933		(11,533	)		12,293
Minority interests		—		—			—		4		—			4
Total shareholders’ equity		3,957		(185	)		3,982		4,254		(8,051	)		3,957
Total liabilities, minority interests and shareholders’ equity	$	5,190	$	6,956		$	16,501	$	7,191	$	(19,584	)	$	16,254

136

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Operations (Successor)

For the year ended December 31, 2008

	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	2,675		$	2,347		$	(10	)	$	5,012
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			1,116			1,077			(10	)		2,183
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		—			—			877			778			—			1,655
Depreciation and amortization		—			—			388			116			—			504
Impairment of goodwill		—			—			432			—			—			432
Restructuring costs		—			—			43			77			—			120
Operating (loss)/income		—			—			(181	)		299			—			118
Interest income		44			461			72			90			(650	)		17
Interest expense		(78	)		(535	)		(602	)		(74	)		650			(639	)
(Loss)/gain on derivative instruments		—			(20	)		5			—			—			(15	)
Foreign currency exchange transaction gains/(losses), net		—			48			(21	)		(5	)		—			22
Equity in net (loss)/income of subsidiaries		(453	)		—			149			—			304			—
Other income/(expense), net		—			—			10			(23	)		—			(13	)
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(487	)		(46	)		(568	)		287			304			(510	)
(Provision)/benefit for income taxes		(15	)		13			102			(104	)		—			(4	)
Minority interests		—			—			—			—			—			—
Equity in net (loss)/income of affiliates		—			—			(9	)		2			—			(7	)
Loss from continuing operations		(502	)		(33	)		(475	)		185			304			(521	)
Income/(loss) from discontinued operations, net of tax		—			—			22			(3	)		—			19
Net (loss)/income	$	(502	)	$	(33	)	$	(453	)	$	182		$	304		$	(502	)

137

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Operations (Successor)

For the year ended December 31, 2007

	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	2,583		$	2,140		$	(16	)	$	4,707
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			1,126			1,002			(16	)		2,112
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		1			—			844			740			—			1,585
Depreciation and amortization		—			—			340			117			—			457
Restructuring costs		—			—			70			67			—			137
Operating (loss)/income		(1	)		—			203			214			—			416
Interest income		45			528			52			90			(685	)		30
Interest expense		(77	)		(546	)		(662	)		(48	)		685			(648	)
Gain on derivative instruments		—			34			6			—			—			40
Foreign currency exchange transaction (losses)/gains, net		(3	)		(93	)		(9	)		—			—			(105	)
Equity in net (loss)/income of subsidiaries		(221	)		—			101			—			120			—
Other (expense)/income, net		(5	)		(3	)		16			(7	)		—			1
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(262	)		(80	)		(293	)		249			120			(266	)
(Provision)/benefit for income taxes		(18	)		29			78			(107	)		—			(18	)
Minority interests		—			—			—			—			—			—
Equity in net (loss)/income of affiliates		—			—			(6	)		8			—			2
Loss from continuing operations		(280	)		(51	)		(221	)		150			120			(282	)
Income from discontinued operations, net of tax		—			—			—			2			—			2
Net (loss)/income	$	(280	)	$	(51	)	$	(221	)	$	152		$	120		$	(280	)

138

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Operations (Successor)

For the period from May 24 to December 31, 2006

	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	1,417		$	1,142		$	(11	)	$	2,548
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			634			579			(11	)		1,202
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		23			—			511			378			—			912
Depreciation and amortization		—			—			184			73			—			257
Restructuring costs		—			—			31			37			—			68
Operating (loss)/income		(23	)		—			57			75			—			109
Interest income		47			226			21			36			(319	)		11
Interest expense		(131	)		(230	)		(306	)		(24	)		319			(372	)
Gain on derivative instruments		—			—			5			—			—			5
Loss on early extinguishment of debt		(63	)		—			(2	)		—			—			(65	)
Foreign currency exchange transaction losses, net		(1	)		(36	)		(32	)		(2	)		—			(71	)
Equity in net (loss)/income of subsidiaries		(152	)		—			(24	)		—			176			—
Other (expense)/income, net		(4	)		—			30			(33	)		—			(7	)
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(327	)		(40	)		(251	)		52			176			(390	)
Benefit/(provision) for income taxes		31			16			93			(35	)		—			105
Minority interests		—			—			—			—			—			—
Equity in net income of affiliates		—			—			6			—			—			6
(Loss)/income from continuing operations		(296	)		(24	)		(152	)		17			176			(279	)
Loss from discontinued operations, net of tax		—			—			—			(17	)		—			(17	)
Net (loss)/income	$	(296	)	$	(24	)	$	(152	)	$	—		$	176		$	(296	)

139

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Operations (Predecessor)

For the period January 1 to May 23, 2006

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	932		$	699		$	(5	)	$	1,626
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		410			382			(5	)		787
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		2			—		295			257			—			554
Depreciation and amortization		—			—		82			44			—			126
Transaction costs		82			—		13			—			—			95
Restructuring costs		—			—		7			—			—			7
Operating (loss)/income		(84	)		—		125			16			—			57
Interest income		47			—		12			19			(70	)		8
Interest expense		(49	)		—		(55	)		(14	)		70			(48	)
Loss on derivative instruments		—			—		(9	)		—			—			(9	)
Foreign currency exchange transaction gains/(losses), net		5			—		(8	)		—			—			(3	)
Equity in net income/(loss) of subsidiaries		64			—		—			—			(64	)		—
Other (expense)/income, net		(5	)		—		24			(5	)		—			14
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates		(22	)		—		89			16			(64	)		19
Benefit/(provision) for income taxes		8			—		(26	)		(21	)		—			(39	)
Minority interests		—			—		—			—			—			—
Equity in net income of affiliates		—			—		1			5			—			6
(Loss)/income from continuing operations		(14	)		—		64			—			(64	)		(14	)
Income/(loss) from discontinued operations, net of tax		—			—		—			—			—			—
Net (loss)/income	$	(14	)	$	—	$	64		$	—		$	(64	)	$	(14	)

140

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Cash Flows (Successor)

For the year ended December 31, 2008

	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	35		$	37		$	27		$	217		$	316
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(258	)		20			(238	)
Proceeds/payments from sale of subsidiaries and affiliates, net		—			—			18			5			23
Additions to property, plant and equipment and other assets		—			—			(183	)		(41	)		(224	)
Additions to intangible assets		—			—			(130	)		(16	)		(146	)
Other investing activities		(2	)		—			(8	)		4			(6	)
Net cash used in investing activities		(2	)		—			(561	)		(28	)		(591	)
Financing activities:
Net borrowings from revolving credit facility		—			—			285			—			285
Proceeds from issuances of debt		—			213			3			1			217
Repayments of debt		—			(45	)		(139	)		—			(184	)
(Decrease)/increase in other short-term borrowings		(6	)		—			11			(18	)		(13	)
Stock activity of subsidiaries, net		—			—			—			(2	)		(2	)
Valcon capital contribution		79			—			—			—			79
Activity under stock plans		—			—			(1	)		—			(1	)
Settlement of derivatives, intercompany and other financing activities		(105	)		(205	)		472			(173	)		(11	)
Net cash (used in)/provided by financing activities		(32	)		(37	)		631			(192	)		370
Effect of exchange-rate changes on cash and cash equivalents		(1	)		—			—			(27	)		(28	)
Net increase/(decrease) in cash and cash equivalents		—			—			97			(30	)		67
Cash and cash equivalents at beginning of period		1			—			65			333			399
Cash and cash equivalents at end of period	$	1		$	—		$	162		$	303		$	466

141

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Cash Flows (Successor)

For the year ended December 31, 2007

	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(8	)	$	35		$	(73	)	$	286		$	240
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(779	)		(53	)		(832	)
Proceeds/payments from sale of subsidiaries and affiliates, net		—			—			—			440			440
Additions to property, plant and equipment and other assets		—			—			(99	)		(55	)		(154	)
Additions to intangible assets		—			—			(96	)		(16	)		(112	)
Purchases of marketable securities		—			—			(75	)		—			(75	)
Sales and maturities of marketable securities		—			—			210			—			210
Other investing activities		—			—			2			4			6
Net cash (used in)/provided by investing activities		—			—			(837	)		320			(517	)
Financing activities:
Net borrowings from revolving credit facility		—			—			10			—			10
Proceeds from issuances of debt		—			347			104			—			451
Repayments of debt		—			(372	)		(5	)		(1	)		(378	)
Increase/(decrease) in other short-term borrowings		5			—			(6	)		(68	)		(69	)
Activity under stock plans		(6	)		—			—			(4	)		(10	)
Intercompany and other financing activities		6			(10	)		648			(648	)		(4	)
Net cash provided by/(used in) financing activities		5			(35	)		751			(721	)		—
Effect of exchange-rate changes on cash and cash equivalents		—			—			13			32			45
Net decrease in cash and cash equivalents		(3	)		—			(146	)		(83	)		(232	)
Cash and cash equivalents at beginning of period		4			—			211			416			631
Cash and cash equivalents at end of period	$	1		$	—		$	65		$	333		$	399

142

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Cash Flows (Successor)

For the period from May 24 to December 31, 2006

	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	23		$	12		$	159		$	238		$	432
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(37	)		(6	)		(43	)
Proceeds/payments from sale of subsidiaries and affiliates, net		—			—			91			—			91
Additions to property, plant and equipment and other assets		—			—			(75	)		(35	)		(110	)
Additions to intangible assets		—			—			(38	)		(19	)		(57	)
Purchases of marketable securities		—			—			—			(63	)		(63	)
Sales and maturities of marketable securities		—			—			—			59			59
Other investing activities		(10	)		—			(10	)		—			(20	)
Net cash used in investing activities		(10	)		—			(69	)		(64	)		(143	)
Financing activities:
Payments to Valcon to settle certain borrowings for the Valcon Acquisition		(5,862	)		—			—			—			(5,862	)
Proceeds from issuances of debt, net of issuance cost		274			6,493			20			—			6,787
Repayments of debt		(1,381	)		(13	)		(155	)		—			(1,549	)
Increase in other short-term borrowings		—			—			17			17			34
Stock activity of subsidiaries, net		—			—			(2	)		8			6
Repurchase of preference shares		(116	)		—			—			—			(116	)
Cash dividends paid to shareholders		(16	)		—			—			—			(16	)
Activity under stock plans		(86	)		—			(5	)		—			(91	)
Settlement of derivatives, intercompany and other financing activities		7,151			(6,492	)		(295	)		(56	)		308
Net cash used in financing activities		(36	)		(12	)		(420	)		(31	)		(499	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			6			2			8
Net (decrease)/increase in cash and cash equivalents		(23	)		—			(324	)		145			(202	)
Cash and cash equivalents at beginning of period		27			—			535			271			833
Cash and cash equivalents at end of period	$	4		$	—		$	211		$	416		$	631

143

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Consolidated Statement of Cash Flows (Predecessor)

For the period January 1 to May 23, 2006

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(81	)	$	—	$	127		$	33		$	79
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(12	)		(45	)		(57	)
Proceeds/payments from sale of subsidiaries and affiliates, net		—			—		—			(3	)		(3	)
Additions to property, plant and equipment and other assets		—			—		(29	)		(16	)		(45	)
Additions to intangible assets		—			—		(19	)		(5	)		(24	)
Purchases of marketable securities		—			—		—			(56	)		(56	)
Sales and maturities of marketable securities		—			—		—			71			71
Other investing activities		—			—		—			17			17
Net cash used in investing activities		—			—		(60	)		(37	)		(97	)
Financing activities:
Repayments of debt		(466	)		—		—			—			(466	)
(Decrease)/increase in other short-term borrowings		—			—		(13	)		7			(6	)
Stock activity of subsidiaries, net		—			—		—			(9	)		(9	)
Activity under stock plans		40			—		—			—			40
Settlement of derivatives, intercompany and other financing activities		527			—		(202	)		(113	)		212
Net cash provided by/(used in) financing activities		101			—		(215	)		(115	)		(229	)
Effect of exchange-rate changes on cash and cash equivalents		1			—		49			11			61
Net increase/(decrease) in cash and cash equivalents		21			—		(99	)		(108	)		(186	)
Cash and cash equivalents at beginning of period		6			—		634			379			1,019
Cash and cash equivalents at end of period	$	27		$	—	$	535		$	271		$	833

144

The Nielsen Company B.V.

Notes to Consolidated Financial Statements (continued)

Schedule II—Valuation and Qualifying Accounts

For the Years ended December 31, 2007, the Periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and the Year ended December 31, 2005

(IN MILLIONS)	Balance Beginning of Period		Charged to Operating Income		Acquisitions and Divestitures			Deductions			Effect of Foreign Currency Translation			Balance at End of Period
Allowance for accounts receivable and sales returns
Predecessor
For the period January 1, 2006 to May 23, 2006		36		7		—			(4	)		1			40
Successor
For the period May 23, 2006 to December 31, 2006		40		2		(5	)		(8	)		—			29
For the year ended December 31, 2007	$	29	$	3	$	(2	)	$	(3	)	$	—		$	27
For the year ended December 31, 2008	$	27	$	11	$	3		$	(7	)	$	(1	)	$	33
(IN MILLIONS)	Balance Beginning of Period		Charged to Expense		Charged to Other Accounts			Acquisitions and Divestitures			Effect of Foreign Currency Translation			Balance at End of Period
Valuation allowance for deferred taxes
Predecessor
For the period January 1, 2006 to May 23, 2006		215		13		(28	)		—			(1	)		199
Successor
For the period May 23, 2006 to December 31, 2006		199		—		(10	)		(10	)		—			179
For the year ended December 31, 2007	$	179	$	17	$	20		$	(20	)	$	3		$	199
For the year ended December 31, 2008	$	199	$	4	$	26		$	4		$	(1	)	$	232

145

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures 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 Securities Exchange Act of 1934, as amended (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 recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s disclosure controls and procedures are designed to do. Thus, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008 (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act 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.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management’s annual report on internal control over financial reporting appears in Part II, Item 8. “Financial Statements and Supplementary Data” of this annual report on Form 10-K.

This annual report on Form 10-K does not include an attestation report of Nielsen’s registered public accounting firm regarding internal control over financial reporting. Nielsen’s internal controls over financial reporting were not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report on Form 10-K.

(c) 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.

Item 9B. Other Information

Not applicable.

146

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Management

The Executive Officers set forth below are responsible for achieving Nielsen’s goals, strategy, policies and results. The supervision of Nielsen’s management and the general course of its affairs and business operations is entrusted to the Supervisory Board, which currently consists of thirteen members. The officers and directors of Nielsen are as follows:

Name	Age	Position(s)
Executive Officers
David L. Calhoun	51	Chairman, Executive Board and Chief Executive Officer
Susan Whiting	52	Vice Chairperson
Mitchell Habib	48	Executive Vice President, Global Business Services
Brian J. West	39	Chief Financial Officer
Itzhak Fisher	53	Head of Global Product Leadership
David E. Berger	52	Senior Vice President and Corporate Controller
James W. Cuminale	56	Chief Legal Officer
Roberto Llamas	61	Chief Human Resources and Public Affairs Officer
Supervisory Board Members
James A. Attwood, Jr.	50	Director
Richard J. Bressler	51	Director
Simon E. Brown	38	Director
Michael S. Chae	40	Director
Dudley G. Eustace	73	Director
Patrick Healy	42	Director
Gerald S. Hobbs	67	Director
James M. Kilts	61	Director
Iain Leigh	52	Director
Eliot P.S. Merrill	38	Director
Alexander Navab	43	Director
James A. Quella	59	Director
Scott A. Schoen	50	Director

David L. Calhoun. Mr. Calhoun serves as Chairman of the Executive Board and Chief Executive Officer of Nielsen, a position he has held since September 2006. Prior to joining Nielsen, Mr. Calhoun was a Vice Chairman of the General Electric Company and President and CEO of GE Infrastructure, the largest of GE’s six business segments and comprised of Aviation, Energy, Oil & Gas, Transportation, and Water & Process Technologies, as well as GE’s Commercial Aviation Services and Energy Financial Services businesses. From 2003 until becoming a Vice Chairman of GE and President and CEO of GE Infrastructure in 2005, Mr. Calhoun served as President and CEO of GE Transportation, which is made up of GE’s Aircraft Engines and Rail businesses. Prior to joining Aircraft Engines in July 2000, Mr. Calhoun served as president and CEO of Employers Reinsurance Corporation from 1999 to 2000; president and CEO of GE Lighting from 1997 to 1999; and president and CEO of GE Transportation Systems from 1995 to 1997. From 1994 to 1995, he served as President of GE Plastics for the Pacific region. Mr. Calhoun joined GE upon graduation from Virginia Polytechnic Institute in 1979. Mr. Calhoun is currently a member of the Board of Directors and Audit Committee of Medtronics, Inc.

Susan Whiting. Ms. Whiting serves as Vice Chairperson of Nielsen, a position she has held since November 2008. Ms. Whiting joined Nielsen Media Research in 1978 as part of its management training program. She served in numerous positions with Nielsen Media Research including President, Chief Operating Officer, CEO

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and Chairman. She was named Executive Vice President of The Nielsen Company in January 2007 with marketing and product leadership responsibilities for all Nielsen business units. Ms. Whiting serves on the Board of Directors of Wilmington Trust Corporation, the Ad Council, Denison University, the YMCA of Greater New York, the Center for Communications and the Notebaert Nature Museum. She graduated from Denison University with a Bachelor of Arts degree (cum laude) in Economics.

Mitchell Habib. Mr. Habib serves as Executive Vice President, Global Business Services of Nielsen, a position he has held since March 2007. Prior to joining Nielsen, Mr. Habib was employed by Citigroup as the Chief Information Officer of its North America Consumer Business from September 2005 and prior to that it’s North America Credit Cards Division from June 2004. Before joining Citigroup, Mr. Habib served as Chief Information Officer for several major divisions of the General Electric Company over a period of seven years.

Brian J. West. Mr. West serves as the Chief Financial Officer of Nielsen, a position he has held since February 2007. Prior to joining Nielsen, he was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation division from June 2005. Prior to that, Mr. West held several senior financial management positions within the GE organization, including Chief Financial Officer of its GE Engine Services division, from March 2004, Chief Financial Officer of GE Plastics Lexan, from November 2002, and Chief Financial Officer of its NBC TV Stations division. Mr. West is a veteran of GE’s financial management program and spent more than 16 years with GE.

Itzhak Fisher. Mr. Fisher serves as the Head of Nielsen’s Global Product Leadership organization and has overall responsibility for Nielsen’s Online, Telecom, IAG, Claritas and Entertainment businesses as well as Global Measurement Science, positions he has held since November 2008. Prior to this role, Mr. Fisher served as Executive Chairman of Nielsen Online. Prior to joining Nielsen in 2007, Mr. Fisher was an entrepreneur in high-technology businesses. He was co-founder and chairman of Trendum, a leader in Internet search and linguistic analysis technologies and oversaw Trendum’s acquisitions of BuzzMetrics, a market leader in online word-of-mouth research, and Intelliseek. He served as chairman of the combined entity, Nielsen BuzzMetrics. Mr. Fisher holds a Bachelor of Science degree in computer science from the New York Institute of Technology and pursued advanced studies in computer science at New York University.

David E. Berger. Mr. Berger serves as Senior Vice President and Corporate Controller of Nielsen, a position he has held since August 2005. Prior to this role, from January 2001, he served as Chief Financial Officer of The Nielsen Company (US), Inc. with responsibility for overseeing the U.S. arm of corporate controlling in addition to being responsible for global purchasing, real estate and financial systems. Prior to joining Nielsen in 2001 he had been employed for almost ten years at Simon & Schuster in varying senior management capacities leaving as Senior Vice President, Finance and Development. Prior to his tenure at Simon & Schuster, Mr. Berger worked at American National Can Company where he was Chief Financial Officer of one of its largest divisions. Mr. Berger started his professional career with the public accounting firm of Touche Ross and Company. Mr. Berger holds a Bachelor of Science in Economics from the University of Pennsylvania and a Masters of Business Administration from the University of Chicago.

James W. Cuminale. Mr. Cuminale serves as the Chief Legal Officer of Nielsen, a position he has held since November 2006. Prior to joining Nielsen, Mr. Cuminale served for over ten years as the Executive Vice President—Corporate Development, General Counsel and Secretary of PanAmSat Corporation and PanAmSat Holding Corporation. In this role, Mr. Cuminale managed PanAmSat’s legal and regulatory affairs and its ongoing acquisitions and divestitures.

Roberto Llamas. Mr. Llamas serves as Chief Human Resources and Public Affairs Officer of Nielsen, a position he has held since June, 2007. In this role he is responsible for all aspects of human resources worldwide and Nielsen’s public affairs. Prior to joining Nielsen, Mr. Llamas was the Chief Administrative Officer for The Cleveland Clinic and prior to that position he maintained a consulting business and was a Managing Partner and the Chief Human Resources Officer at Lehman Brothers. Mr. Llamas holds a Bachelor of Science degree in Marketing Management from California Polytechnic State University and a Masters of Science in Organizational Development from Pepperdine University.

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James A. Attwood, Jr. Mr. Attwood has been a member of Nielsen’s Supervisory Board since July 28, 2006. Mr. Attwood is a Managing Director of The Carlyle Group and Head of the Global Telecommunications and Media group. Prior to joining The Carlyle Group, Mr. Attwood was with Verizon Communications, Inc. and GTE Corporation. Prior to GTE, he was with Goldman, Sachs & Co. Mr. Attwood serves as a member of the Boards of Directors of Hawaiian Telcom, Insight Communications and WILLCOM, Inc. Mr. Attwood graduated summa cum laude from Yale University with a B.A. in applied mathematics and an M.A. in statistics and received both J.D. and M.B.A. degrees from Harvard University.

Richard J. Bressler. Mr. Bressler has been a member of Nielsen’s Supervisory Board since July 28, 2006. Mr. Bressler joined Thomas H. Lee Partners as a Managing Director in 2006. From May 2001 through 2005, Mr. Bressler was Senior Executive Vice President and Chief Financial Officer of Viacom Inc. Before joining Viacom, Mr, Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media and Executive Vice President and Chief Financial Officer of Time Warner Inc. Prior to joining Time Inc., Mr. Bressler was a partner with Ernst & Young. Mr. Bressler serves on the boards of Warner Music Group Corp. and Gartner, Inc. and on the Board of Observers for Univision Communications, Inc. In addition, he serves as Chairman for the Center for Communication Board and serves on the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting from Adelphi University.

Simon E. Brown. Mr. Brown has been a member of Nielsen’s Supervisory Board since February 9, 2009. Mr. Brown is a member of KKR & Co. L.L.C., which is the general partner of Kohlberg Kravis Roberts & Co. where he heads the Consumer Products & Services Team. Prior to joining KKR, Mr. Brown was with Madison Dearborn Partners, Thomas H. Lee Company and Morgan Stanley Capital Partners, where he was involved in a broad range of private equity transactions. He holds a B.Com, First Class Honours, from Queen’s University and an M.B.A. with High Distinction, Baker Scholar, John L. Loeb Fellow, from Harvard Business School.

Michael S. Chae. Mr. Chae has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Chae is a Senior Managing Director of the Private Equity Group of The Blackstone Group. Prior to joining The Blackstone Group in 1997, Mr. Chae worked as an Associate at The Carlyle Group and prior to that he was with Dillon, Read & Co. Mr. Chae is currently a director of Hilton Hotels Corporation, Michael’s Stores, The Weather Channel, and Universal Orlando and is a member of the Board of Trustees of the Lawrenceville School. Mr. Chae graduated magna cum laude from Harvard College, received an M.Phil from Cambridge University and received a J.D. from Yale Law School.

Dudley G. Eustace. Mr. Eustace has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Eustace currently serves as the chairman of the supervisory board of Smith & Nephew Plc., the vice chairman of the supervisory board and chairman of the audit committee of Royal KPN N.V., the chairman of the supervisory board and chairman of the nominating committee of Aegon N.V., the vice chairman of the supervisory board and chairman of the audit committee of Hagemeyer N.V., a member of the European Advisory Council of NM Rothschild & Sons, a member of the supervisory board of Stork N.V., a member of the board of Charterhouse Vermogensbeheer B.V. and a member of the board of Providence Capital N.V.

Patrick Healy. Mr. Healy has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Healy is a Managing Director of Hellman & Friedman and leads the firm’s London office. Mr. Healy’s primary areas of focus are the media, financial and professional services industries and the firm’s European activities. Prior to joining Hellman & Friedman in 1994, Mr. Healy was with James D. Wolfensohn Incorporated and Consolidated Press Holdings in Australia. Mr. Healy is currently a director of Mondrian Investment Partners, entities affiliated with Gartmore Investment Management Limited and Gaztransport & Techgaz S.A.S.

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Gerald S. Hobbs. Mr. Hobbs has been a member of Nielsen’s Supervisory Board since January 2004. Mr. Hobbs was formerly a Vice Chairman of Nielsen’s Executive Board from 1999 until 2003. Mr. Hobbs is a Managing Director at Boston Ventures, Inc., which he joined in January 2005 as a partner. In addition, Mr. Hobbs is currently a director of The Bureau of National Affairs, Inc., Medley Global Advisors, LLC, New Track Media, Information Services Group, Inc. and Western Institutional Review Board, Inc.

James M. Kilts. Mr. Kilts has been a member of Nielsen’s Supervisory Board since November 23, 2006. Mr. Kilts is a founding partner of Centerview Partners. Prior to joining Centerview Partners, Mr. Kilts was Vice Chairman of the Board, The Procter & Gamble Company. Mr. Kilts was formerly Chairman of the Board, Chief Executive Officer and President of The Gillette Company before the company’s merger with Procter & Gamble in October 2005. Prior to Gillette, Mr. Kilts had served at different times as President and Chief Executive Officer of Nabisco, Executive Vice President of the Worldwide Food group of Philip Morris, President of Kraft USA and Oscar Mayer, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. A graduate of Knox College, Galesburg, Illinois, Mr. Kilts earned a Masters of Business Administration degree from the University of Chicago. Mr. Kilts is currently a member of the Board of Directors of MetLife, MeadWestvaco and Pfizer. He also is a member of the Board of Overseers of Weill Cornell Medical College. Mr. Kilts serves on the Board of Trustees of Knox College and the University of Chicago and as Chairman of the Advisory Council of the University of Chicago Booth School of Business.

Iain Leigh. Mr. Leigh has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Leigh is a Managing Partner and Head of the U.S. office of AlpInvest Partners. Prior to joining AlpInvest Partners in 2000, Mr. Leigh was Managing Investment Partner of Dresdner Kleinwort Benson Private Equity and a member of the Executive Committee of the firm’s global private equity business. Prior to that, he led the Restructuring Department within Kleinwort Benson’s Investment Banking division focusing on U.S. leveraged buy-outs and venture capital investments. Before moving to the U.S., Mr. Leigh held a number of senior operating positions in Kleinwort Benson in Western Europe and Asia. Mr. Leigh is a Fellow of the Chartered Association of Certified Accountants, U.K., and holds a Master’s degree in Business Administration from Brunel University, England.

Eliot P.S. Merrill. Mr. Merrill has been a member of Nielsen’s Supervisory Board since February 4, 2008. Mr. Merrill is a Managing Director of The Carlyle Group, based in New York. Prior to joining The Carlyle Group in 2001, Mr. Merrill was a Principal at Freeman Spogli & Co., a buyout fund with offices in New York and Los Angeles. From 1995 to 1997, Mr. Merrill worked at Dillon Read & Co. Inc. and, before that, at Doyle Sailmakers, Inc. Mr. Merrill holds an A.B. Degree from Harvard College. Mr. Merrill is a member of the Board of Directors of AMC Entertainment Inc.

Alexander Navab. Mr. Navab has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Navab is a Member of KKR & Co. L.L.C., which is the general partner of Kohlberg Kravis Roberts & Co., where he is co-head of North American Private Equity and heads the Media and Communications industry team. Prior to joining KKR in 1993, Mr. Navab was with James D. Wolfensohn Incorporated and prior to that he was with Goldman, Sachs & Co. Mr. Navab is currently a director of Visant. Mr. Navab received a B.A. with Honors, Phi Beta Kappa, from Columbia College and an M.B.A. with High Distinction from the Harvard Graduate School of Business Administration.

James A. Quella. Mr. Quella has been a member of Nielsen’s Supervisory Board since July 28, 2006. Mr. Quella is a Senior Managing Director and Senior Operating Partner of the Private Equity Group of The Blackstone Group. Prior to joining The Blackstone Group, Mr. Quella was a Managing Director and Senior Operating Partner with DLJ Merchant Banking Partners—CSFB Private Equity. Prior to that, Mr. Quella was Vice Chairman of Mercer Management Consulting and Strategic Planning Associates, its predecessor firm. Mr. Quella is currently a director of Graham Packaging, Michael’s Stores, Freescale Semiconductor and Vanguard Health Systems. Mr. Quella received a B.A. from the University of Chicago/University of Wisconsin Madison and a M.B.A. with Dean’s Honors from the University of Chicago Graduate School of Business.

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Scott A. Schoen. Mr. Schoen has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Schoen is a Co-President of Thomas H. Lee Partners. Prior to joining Thomas H. Lee Partners in 1986, Mr. Schoen was with the Private Finance Department of Goldman, Sachs & Co. Mr. Schoen is currently a director of the Simmons Company. He is a member of the Board of Trustees of Partners Continuing Care, the Board of Advisors for the Center for Regenerative Medicine at Massachusetts General Hospital and a member of the Board of Advisors of the Yale School of Management. Mr. Schoen received a B.A. in History from Yale University, a J.D. from the Harvard Law School and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Schoen is a member of the New York Bar.

Committees of the Board of Directors

The Supervisory Board established and maintains three committees through which it has authorized designated members of the Board to act: the Executive Committee, the Audit Committee and the Compensation Committee. The Executive Committee, consisting of Messrs. Schoen (as Chairman), Attwood, Navab, Healy and Chae, is authorized to act for the Supervisory Board between its regular meetings, subject to Board notification requirements. Mr. Schoen became Chairman of the Executive Committee in 2009.

In general, the Audit Committee, consisting of Messrs. Bressler (as Chairman), Healy, Hobbs and Quella, recommends the appointment of an external auditor and oversees the work of the external and internal audit functions, provides compliance oversight, establishes auditing policies, reviews and assesses the financial results relating to Nielsen’s Transformation Initiative, discusses the results of the annual audit, critical accounting policies, significant financial reporting issues and judgments made in connection with the preparation of the financial statements and related matters with the external auditor and reviews earnings press releases and financial information provided to analysts and ratings agencies. The Supervisory Board has determined that Mr. Bressler, the chairman of the Audit Committee, is qualified as an audit committee financial expert within the meaning of the SEC regulations. The Supervisory Board has determined that Mr. Bressler would not be independent if the New York Stock Exchange listing rules applied. The Compensation Committee, consisting of Messrs. Navab (as Chairman), Schoen, Chae, Attwood and Healy, is responsible for setting, reviewing and evaluating compensation, and related performance and objectives, of our senior management team. Mr. Navab became Chairman of the Compensation Committee in 2009.

Code of Ethics

We have a code of ethics that applies to all of our employees, including our principal executive officer, our principal financial officer, principal accounting officer and persons performing similar functions. The Company’s code of ethics may be accessed through our website at www.nielsen.com.

Item 11. Executive Compensation

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has served as one of our officers or employees at any time. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other organization, one of whose executive officers served as a member of our Board or Compensation Committee.

Compensation Committee Report

The Compensation Committee has:

(1) reviewed and discussed with management the Compensation Discussion and Analysis included in this annual report on Form 10-K; and,

(2) based on the review and discussion referred to in paragraph (1) above, recommended to the Supervisory Board that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K relating to the 2008 fiscal year.

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Members of the Compensation Committee

Alexander Navab (Chairman)

Michael S. Chae

Patrick Healy

James A. Attwood, Jr.

Scott A. Schoen

Compensation Discussion and Analysis

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers for 2008. These individuals are referred to as the “Named Officers”.

Our executive compensation program is approved by our Compensation Committee. None of the Named Officers are members of the Compensation Committee or otherwise had any role in determining the compensation of other Named Officers, with the exception of our Chief Executive Officer, David Calhoun, who has a role in determining the compensation of the other Named Officers.

Executive Compensation Program Objectives and Overview

The Compensation Committee annually reviews Nielsen’s executive compensation program to ensure that:

• The program adequately rewards performance which is tied to creating stockholder value; and

• The program is designed to achieve Nielsen’s goals of promoting financial and operational success by attracting, motivating and facilitating the retention of key employees with outstanding talent and ability.

Nielsen’s executive compensation is based on three components, which are designed to be consistent with the Company’s compensation philosophy: (1) base salary; (2) annual cash incentives; and (3) long-term stock awards, including stock options and occasional awards of restricted stock units (“RSUs”) that are subject to performance-based and time-based vesting conditions. Senior management is asked to invest in the Company to ensure alignment of interests with other owners, and stock options and RSUs are granted when an investment is made. Nielsen also provides certain perquisites to Named Officers. Severance benefits are provided to Named Officers whose employment terminates under certain circumstances. In the event of a change in control, time-vested stock option awards will vest in full and performance-vested stock options may vest depending upon the return to the Sponsors. These benefits are described in further detail below in the section entitled “Potential Payments Upon Termination or Change in Control”.

In structuring executive compensation packages, the Committee considers how each element of compensation promotes retention and/or motivates performance by the executive. Base salaries, perquisites, severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our executive compensation program where the value of the benefit in any given year is not dependent on performance (although base salary amounts and benefits determined with reference to base salary may increase from year to year depending on performance, among other things). Some of the elements, such as base salaries and perquisites, are generally paid out on a short-term or current basis. Other elements, such as benefits provided upon retirement or other terminations of employment, are generally paid out on a longer-term basis. We believe that this mix of short-term and long-term elements allows us to achieve our goals of attracting and retaining senior executives.

Our annual incentive opportunity is primarily intended to motivate Named Officers’ performance to achieve specific strategies and operating objectives, although we also believe it helps us attract and retain senior executives. Our long-term equity incentives are primarily intended to align Named Officers’ long-term interests

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with stockholders’ long-term interests, and we believe they help motivate performance and help us attract and retain senior executives. These are the elements of our executive compensation program that are designed to reward performance and the creation of stockholder value.

Although we believe that to attract and retain senior executives, we must provide them with predictable benefit amounts that reward their continued service, we also believe that performance-based compensation such as annual incentives and long-term equity incentives play a significant role in aligning management’s interests with those of our stockholders. For this reason, these components of compensation constitute a substantial portion of compensation for our senior executives. Our compensation packages are designed to promote teamwork, initiative and resourcefulness by key employees whose performance and responsibilities directly affect the Company’s results of operations.

We generally do not adhere to rigid formulas or necessarily react to short-term changes in business performance in determining the amount and mix of compensation elements. We consider competitive market compensation but we do not look at specific companies nor attempt to maintain a certain target percentile. We incorporate flexibility into our compensation programs to respond to and adjust for changing business conditions. We believe that our short-term and long-term incentives provide the appropriate alignment between the interests of our owners and management. We do not use a compensation consultant in determining our compensation amounts.

Current Executive Compensation Program Elements

Base Salaries

We view base salary as a factor in our compensation package specifically related to retaining and attracting talented employees. In determining the amount of base salary that each Named Officer receives, we look to the rate of pay that the executive has received in the past, whether the executive’s position or responsibilities associated with his or her position have changed, if the complexity or scope of his or her responsibilities has increased, and how his or her position relates to other executives and their rate of base salary. Base salaries are reviewed annually or at some other appropriate time by the Compensation Committee and may be increased from time to time pursuant to such review. In determining base salary levels, the Committee considers Mr. Calhoun’s recommendations with respect to salary levels for Named Officers other than himself.

The Committee believes that the base salary levels of the Company’s senior executives are reasonable in view of competitive practices, the Company’s performance and the contribution and expected contribution of those executives to that performance. As described below under “Employment Agreement with Mr. David L. Calhoun”, the Company has entered into an employment agreement with Mr. Calhoun that sets the level of his base salary.

Signing Bonuses

In certain circumstances, the Compensation Committee may grant signing bonuses to new executives in order to attract talented employees for key positions. The amounts of the signing bonuses are determined on the facts and circumstances applicable to the new hire. There were no signing bonuses granted to Named Executive Officers in 2008.

Annual Incentives

Under the Executive Incentive Plan (EIP), the Compensation Committee bases its annual cash incentives on those factors it believes best create long-term value. Based upon the performance indicated in the table below, an overall Nielsen bonus pool is created. Then, several factors were considered in determining performance and the annual incentives for our Named Officers, including the extent to which the Company met its Management EBITDA objective, an assessment of the executive’s qualitative job performance for 2008 and the Named

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Officer’s expected future contributions to the Company. The starting reference point, or target, for determining 2008 annual incentives for Named Executives was their 2007 incentive paid but the Compensation Committee can substantially adjust the actual incentive paid, either above or below the reference point, depending on the financial performance of the Company and the individual’s personal performance.

The financial objectives for 2008, the extent to which the Company achieved those objectives and the payout based upon achievement of financial objectives, as set forth in the Executive Incentive Plan, are shown below:

	Target Amount ($ millions)		Actual Amount Achieved ($ millions)		Percent of Target Realized		Weight (as a % of the Named Officer’s target payout)		Payout based on achievement of financial objectives (as a % of the Named Officer’s target payout)
Management EBITDA(1)	$	1,378	$	1,246	90	%	100	%	76	%

(1) Management EBITDA reflects EBITDA adjusted for unusual and non-recurring items, restructuring, goodwill impairment and stock-based compensation. Target adjusted to exclude the impact of foreign exchange.

When determining the actual annual incentives to be paid to the Named Officers for 2008, the Committee considered the financial performance shown above but also placed particular importance on qualitative factors that were not captured by these financial measures. These factors included the Named Officer’s success in implementing the Company’s plans to integrate and streamline its operations, and his or her judgment, vision and ability to lead the Company during a time of significant change. The Committee considers these factors because they are all expected to have a favorable impact on the mid and long-term financial performance and value of the Company.

We expect annual incentives for 2009 to be determined by the Compensation Committee in its discretion similar to 2008. The factors to be considered, in general, will include the achievement of the Company’s financial objectives, the Named Officer’s attainment of his or her individual goals and qualitative factors similar to those taken into account for the 2008 incentives. The Committee will also review the extent to which the Company has accomplished its planned integration and restructuring and the Named Officer’s contributions and expected future contributions to the Company’s operating and strategic plans.

Long-Term Equity Incentive Awards

Our policy is that the long-term equity compensation of our senior executives should be directly linked to the value provided to stockholders.

As described more fully below under “2006 Stock Acquisition and Option Plan”, we currently provide equity awards through common stock, stock options and, in limited circumstances, RSUs. Executives selected to participate in the 2006 Equity Plan (as defined below) are asked to invest in the Company by purchasing common stock. The amount initially offered for purchase is based upon the executive’s position in the organization, his or her current impact and projected future impact on the organization. Once the executive purchases common stock at the fair market value as determined by the Executive Committee, a designated number of stock options are granted to the executive. The large majority of these options are granted at an exercise price equal to the “fair market value” as determined by the Executive Committee, while a smaller amount are granted at an exercise price equal to two times the “fair market value”. These stock options are 50% time-vested and 50% performance-vested. For the time-vested options, 5% are vested on the grant date and 19% are vested on December 31 of each of the first five anniversaries of December 31, 2006. For the performance-vested options, 5% are vested on the grant date, and 19% are vested on December 31 of each of the first five anniversaries of December 31, 2006 should the Company meet or exceed its

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targeted Management EBITDA performance in that year (as described above). If the Management EBITDA target is not met, that portion of the performance-vested options can vest in a future year if the multi-year cumulative Management EBITDA targets are met in the future year.

2006 Stock Acquisition and Option Plan

On December 7, 2006, Valcon Acquisition Holding B.V. (“Dutch HoldCo”) adopted the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its subsidiaries (the “2006 Equity Plan”), including executives of Nielsen. The 2006 Equity Plan permits the grant of non-qualified stock options, incentive stock options, stock appreciation rights, purchase stock, restricted stock, dividend equivalent rights, and other stock-based awards to designated employees of Dutch HoldCo and its affiliates. As of February 27, 2009, a maximum of 35,030,000 shares of common stock of Dutch HoldCo were subject to awards under the 2006 Equity Plan. The number of shares issued or reserved pursuant to the 2006 Equity Plan (or pursuant to outstanding awards) is subject to adjustment on account of mergers, consolidations, reorganizations, stock splits, stock dividends and other dilutive changes in the common stock. Shares of common stock covered by awards that terminate or lapse and shares delivered by a participant or withheld to pay the minimum statutory withholding rate, in each case, will again be available for grant under the 2006 Equity Plan. Shares of common stock that are acquired pursuant to the 2006 Equity Plan will be subject to the Management Stockholder’s Agreement. This agreement places restrictions on the shareholder’s right to transfer and vote his or her shares and provides for call rights on the shares and stock options in the event the shareholder’s employment terminates prior to an initial public offering or other change in control of Dutch Holdco.

Perquisites

We provide our Named Officers with perquisites, reflected in the “All Other Compensation” column of the Summary Compensation Table and described in the footnotes thereto. We believe that these are reasonable, competitive and consistent with our overall compensation program. The cost of these benefits is a small percentage of the overall compensation package but the Compensation Committee believes that they allow the executives to work more efficiently. We provide financial and tax preparation services, executive physicals and car allowances. Where necessary for business purposes, we also provide reimbursement for private club membership.

Severance and Other Benefits Upon Termination of Employment or Change in Control

We believe that severance protections play a valuable role in attracting and retaining key executive officers. Accordingly, we provide these protections to our senior executives. Since 2007, we have offered these protections in conjunction with participation in the Company’s 2006 Equity Plan. In the case of Mr. Calhoun, however, these benefits are provided under his employment agreement which is described in further detail below under the section “Employment Agreement with Mr. David L. Calhoun”. The Compensation Committee considers these severance protections an important part of an executive’s compensation. Consistent with his responsibilities as CEO and competitive practice, Mr. Calhoun’s benefits are higher than those of the other Named Executive Officers.

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Summary Compensation Table

The following table presents information regarding compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for fiscal 2008, fiscal 2007 and fiscal 2006. These individuals are referred to as “Named Officers”.

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($)(1) (d)		Stock Awards ($)(2) (e)	Option Awards ($)(3) (f)		Non-Equity Incentive Plan Compensation ($)(4) (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($)(5) (i)		Total ($) (j)
David Calhoun	2008	$	1,600,962	$	2,004,039	—	$	4,271,274	$	1,650,000	—	$	199,005	$	9,725,280
Chief Executive Officer	2007		1,500,000		2,004,039	—		12,490,458		1,900,000	—		86,816		17,981,313
	2006		415,385		600,000	—		5,507,468		—	—		19,420,188		25,943,041
Susan Whiting	2008		882,115		—	224,941		773,217		700,000	1,888		208,107		2,790,268
Vice Chairperson	2007		850,000		—	550,125		2,308,523		900,000	28,172		177,163		4,813,983
	2006		575,577		702,063	—				432,000	31,846		2,612,655		4,354,141
Mitchell Habib	2008		671,538		—	—		611,288		825,000	—		44,127		2,151,953
Executive Vice President	2007		484,615		500,000	—		1,606,115		1,000,000	—		13,606		3,604,336
Brian West	2008		723,308		—	—		679,209		675,000	—		68,644		2,146,161
Chief Financial Officer	2007		581,539		4,000,000	—		1,784,572		800,000	—		272,331		7,438,442
Itzhak Fisher	2008		600,962		—	—		584,520		600,000	—		57,849		1,843,331
Head of Product Leadership

(1) Represents the following payments for 2008: Mr. Calhoun signing bonus installment ($2,004,039).

(2) Represents the amount recognized for financial statement reporting purposes for share based compensation expense incurred by Nielsen with respect to restricted stock units awarded to the Named Officer.

(3) For all years, represents the amount recognized for financial statement reporting purposes for share based compensation expense with respect to options awarded to the Named Officers. For a discussion of the assumptions and methodologies used to value the awards reported in column (f), please see the discussion of option awards contained in Note 13 “Share-Based Compensation” to the Company’s consolidated financial statements, included as part of this Annual Report. All numbers exclude estimates of forfeitures.

(4) For 2008, the amounts reflected for Mr. Calhoun, Ms. Whiting and Messrs. Habib, West and Fisher represent the 2008 annual incentive payments made in February 2009.

(5) For 2008, Mr. Calhoun’s amount includes financial planning ($45,000), amounts relating to his automobile and driver ($38,209), spousal travel ($10,096), retirement plan contributions ($41,910) and tax gross-up amounts ($63,790). Ms. Whiting’s amount includes club dues ($4,519), car expense ($23,143), financial planning ($10,000), apartment ($70,230), retirement plan contributions ($22,891), executive physical ($2,650) and tax gross-up amounts ($74,674). Mr. Habib’s amount includes car allowance ($15,600), financial planning ($1,250), retirement plan contributions ($15,792) and tax gross-up amounts ($11,485). Mr. West’s amount includes car allowance ($15,600), financial planning ($15,000), retirement plan contributions ($17,533) and tax gross-up amounts ($20,511). Mr. Fisher’s amount includes perquisite allowance ($44,685) and retirement plan contributions ($13,164). These amounts exclude interest payments on deferred compensation for Messrs. Calhoun and West as reported in the Nonqualified Deferred Compensation for the 2008 table. 2007 and 2006 amounts have been updated to exclude these amounts, for consistency.

Notes:

Principal positions of the Named Officers are those as of December 31, 2008.

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Grants of Plan-Based Awards in 2008

Name	Grant Date (b)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards					Estimated Future Payouts Under Equity Incentive Plan Awards	All Other Stock Awards: Number of Shares of Stock or Units (#) (g)	All Other Option Awards: Number of Securities Underlying Options (#) (h)	Exercise or Base price of Option Awards ($/sh) (i)	Grant Date Fair Value of Stock and Option Awards (j)
		Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)	Target (#) (f)
David Calhoun	1/1/08	$	0	$	1,900,000	—	—	—	—	—	—
Susan Whiting	1/1/08	$	0	$	900,000	—	—	—	—	—	—
Mitchell Habib	1/1/08	$	0	$	1,000,000	—	—	—	—	—	—
Brian West	1/1/08	$	0	$	800,000	—	—	—	—	—	—
Itzhak Fisher	1/1/08	$	0	$	600,000	—	—	—	—	—	—

There were no grants of equity awards to our Named Officers in 2008.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

The Summary Compensation Table above quantifies the value of the different forms of compensation earned by or awarded to our Named Officers in 2008. The primary elements of each Named Officer’s total compensation reported in the table are base salary, an annual cash incentive, and the stock and options award columns reflect their awards in the equity of Valcon Acquisition Holding B.V., the parent of Nielsen.

The Summary Compensation Table and the Grants of Plan-Based Awards Table should be read in conjunction with the narrative descriptions that follow.

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Description of Plan-Based Awards

Upon the purchase of a prescribed number of shares of common stock, each Named Officer received stock options at an exercise price of $10 per share and others at an exercise price of $20 per share,. One-half of the options are time-vested which became 5% vested on the grant date with the remaining time options vesting 19% a year on the last day of each of the calendar years 2007 through 2011. One-half of the options are performance-vested which became 5% vested on the grant date with the remaining performance options vesting 19% on the last day of each of the calendar years 2007 through 2011, if and only if the Company’s performance equals or exceeds the applicable annual Management EBITDA targets. The achievement of the annual Management EBITDA targets on a cumulative basis for any current year and all prior years will cause ‘catch-up’ vesting of any prior year’s installments which were not vested because of a failure to achieve the applicable annual Management EBITDA target for any such prior year. The number of common shares purchased by each of the Named Officers is as follows: Mr. Calhoun (2,000,000), Mr. West (125,000), Mr. Habib (175,000), Mr. Fisher (411,142) and Ms. Whiting (100,000). These shares were purchased between November 2006 and May 2007.

Employment Agreement with Mr. David L. Calhoun

On August 22, 2006 we entered into an employment agreement with Mr. David L. Calhoun, our Chief Executive Officer, which was amended effective as of September 14, 2006. His employment agreement was amended and restated effective December 15, 2008.

The employment agreement has an employment term which commenced as of September 11, 2006 and, unless earlier terminated, will continue until December 31, 2011. On each December 31 thereafter, the employment agreement will be automatically extended for successive additional one-year periods unless either party provides the other 90 days’ prior written notice that the employment term will not be so extended. Under the employment agreement, Mr. Calhoun is entitled to a base salary of $1,500,000, subject to such increases, if any, as may be determined by the Board. He is eligible to earn an annual bonus under the Company’s Executive Incentive Plan as determined by the Compensation Committee based upon the achievement of financial and individual performance goals. Effective January 1, 2008, Mr. Calhoun’s starting reference point for determining his annual incentive is the prior year’s award. To the extent that he is subject to the golden parachute tax as a result of a change in control of Nielsen, the employment agreement entitles him to an additional amount to place him in the same after tax position he would have occupied had he not been subject to such excise tax. Mr. Calhoun is restricted, for a period of two years following termination of employment with us, from soliciting or hiring our employees, competing with us, or soliciting our clients. He is also subject to a nondisparagement provision.

In connection with entering into the employment agreement Mr. Calhoun became entitled to a signing bonus of $10,613,699, which is to be paid in installments annually through 2011. To make him whole for previous awards of stock and options forfeited upon leaving his prior employer, the employment agreement entitles Mr. Calhoun to a cash lump sum payment of $20,000,000, less the amount of any payments made by the prior employer in connection with his termination of employment. The lump sum amount paid to Mr. Calhoun pursuant to this make whole arrangement was $18,840,627. Additionally, in 2012 he is entitled to receive a lump sum deferred compensation benefit from us in the amount of $14,500,000 plus annual interest through such payment date, less any deferred compensation benefits he receives from previous employment. Mr. Calhoun is also a participant in the 2006 Equity Plan.

Pursuant to Mr. Calhoun’s employment agreement, he received an option grant to purchase 7,000,000 shares of Company common stock. The amount of his option grant was determined by the Compensation Committee in connection with Mr. Calhoun’s $20,000,000 investment in the Company. At the time of Mr. Calhoun’s investment, the Compensation Committee determined that a grant of options would be appropriate in order to further incentivize Mr. Calhoun and align his interests more closely with those of the Company and its equity holders. While there is no formal policy for the granting of options in connection with an equity investment, the Compensation Committee determined that a ratio of slightly less than 1 to 3 (i.e., 1,000,000 options for every $3,000,000 invested in the Company) was appropriate in light of Mr. Calhoun’s particular circumstances,

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including his early departure from his prior employer and the critical nature of his position with, and the extent of his financial commitment to, the Company and the risks related thereto. The exercise prices of the options were determined pursuant to the Compensation Committee’s goal of aligning Mr. Calhoun’s interests with those of the Company and its equity holders. Specifically, 6,000,000 of the options were given an exercise price of $10 per share, fair value on the date of the grant. The remaining 1,000,000 options were given an exercise price of $20 per share, twice the fair value on the date of the grant, in order to incentivize Mr. Calhoun to increase the value of the Company to above $20 per share. One-half of the options are time-vested options and the other one-half are performance-vested options. The portion of the option grant subject to time-based vesting became vested and exercisable as to 5% of the shares of common stock subject thereto on grant date and 19% will vest and become exercisable on the last day of each of the next five calendar years. The portion of the option grant subject to performance based vesting became vested and exercisable as to 5% of the shares of common stock subject thereto on December 31, 2006 and 19% will vest and become exercisable on the last day of each of the next five calendar years based on the achievement of Management EBITDA targets.

Under the employment agreement, Mr. Calhoun is entitled to the following payments and benefits in the event of a termination by us without “cause”, a non-extension of his employment term by us, or by Mr. Calhoun for “good reason” (as such terms are defined in the agreement) during the employment term: (i) subject to his compliance with certain restrictive covenants, an amount equal to two times the sum of his annual base salary and $2,000,000, provided that such payment is in lieu of any other severance benefits to which Mr. Calhoun might otherwise be entitled; (ii) a pro-rata annual bonus for the year of termination based on attainment of performance goals; and (iii) continued health and welfare benefits at our cost.

Employment Arrangement with Ms. Susan Whiting

On December 4, 2006 we entered into a written employment arrangement with Ms. Susan D. Whiting,

Under the written employment arrangement, Ms. Whiting was entitled to a base salary of $850,000 effective November 13, 2006, subject to increase, if any, as may be determined by the Company. Ms. Whiting was eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of performance goals based upon Management EBITDA to be determined in good faith in consultation with the Chief Executive Officer. Effective January 1, 2008, Ms. Whiting’s starting reference point for determining her annual incentive is the prior year’s award. In connection with entering into the written employment arrangement, Ms. Whiting became entitled to purchase 100,000 shares of common stock of Valcon Acquisition Holding B.V. for fair market value at date of purchase as provided under the 2006 Equity Plan. This purchase was subsequently made in February 2007. In addition, Ms. Whiting received a stock option grant of 1,050,000 shares subject to her purchase of the common stock and a grant of 100,000 time-vested restricted stock units scheduled to vest over 5 years, commencing on January 15, 2007. 900,000 of the stock options were granted at $10 per share and 150,000 were granted at $20 per share.

Employment Arrangement with Mr. Brian West

On February 20, 2007, we offered the position of Chief Financial Officer to Mr. Brian West. Under the written offer letter, Mr. West was entitled to a base salary of $700,000, effective on his start date with the Company (February 23, 2007), subject to annual review along with other Company executives. Mr. West was eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of both financial and individual performance goals. Effective January 1, 2008, Mr. West’s starting reference point for determining his annual incentive is the prior year’s award. Additionally, Mr. West received a one-time, lump sum payment of $2,400,000 in consideration of his outstanding long-term incentive, restricted stock unit and stock option awards granted by his prior employer. He also became entitled to receive a lump sum deferred compensation benefit from the company equal to $1,600,000 with interest credited at the rate of 5.05%, less the actuarially equivalent value with regard to any amount he receives or is entitled to receive from the deferred compensation benefit from his prior employer. In connection with joining Nielsen, he also became entitled to purchase 125,000 shares of

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common stock of Valcon Acquisition Holding B.V. for fair market value at date of purchase as provided under the 2006 Equity Plan. This purchase was subsequently made in March 2007. In addition, Mr. West received a stock option grant of 875,000 shares subject to the subsequent purchase of the common stock. 750,000 of the stock options were granted at $10 per share and 125,000 were granted at $20 per share

Employment Arrangement with Mr. Mitchell Habib

Effective March 1, 2007, Mr. Mitchell Habib joined the Company as Executive Vice President for Global Business Services. Under his written offer letter, Mr. Habib was entitled to receive a base salary of $600,000, effective on his start date with the Company, subject to annual review with other Company executives. Mr. Habib was eligible to earn a target annual bonus of $900,000 based upon the achievement of both financial and individual performance goals. Effective January 1, 2008, Mr. Habib’s starting reference point for determining his annual incentive is the prior year’s award. Additionally, Mr. Habib received a one-time, lump sum payment of $500,000 shortly after he joined the Company. In connection with joining Nielsen, he also became entitled to purchase 175,000 shares of common stock of Valcon Acquisition Holding B.V. for fair market value at the date of purchase as provided under the 2006 Equity Plan. This purchase was subsequently made in March 2007. In addition, Mr. Habib received a stock option grant of 787,500 shares subject to the subsequent purchase of the common stock. 675,000 of the stock options were granted at $10 per share and 112,500 were granted at $20 per share.

Employment Arrangement with Mr. Itzhak Fisher

Effective November 2008, Mr. Fisher took responsibility for Nielsen’s Global Product Leadership organization. Under this agreement, his base salary continued to be $625,000. Mr. Fisher continues to be a participant in the company’s Annual Incentive Plan with a starting reference point for 2009 of $600,000 which was his prior year’s award. Mr. Fisher continues to hold 411,142 shares of common stock of Valcon Acquisition Holding B.V. which he purchased in May 2007 at fair market value as provided under the 2006 Equity Plan. At the time of his purchase, Mr. Fisher received a stock option grant of 700,000 shares subject to the subsequent purchase of the common stock. 600,000 of the stock options were granted at $10 per share and 100,000 were granted at $20 per share.

Option Exercises and Stock Vested in 2008

The following table presents information regarding the value realized by each of our Named Officers upon the exercise of option awards or the vesting of stock awards during the fiscal year ended December 31, 2008.

Name (a)	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
David Calhoun	—	—	—		—
Susan Whiting	—	—	20,000	$	200,000
Mitchell Habib	—	—	—		—
Brian West	—	—	—		—
Itzhak Fisher	—	—	—		—

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Outstanding Equity Awards at 2008 Fiscal Year End

The following table presents information regarding the outstanding equity awards held by each of our Named Officers as of December 31, 2008.

Name (a)	Option Awards(1)						Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)
David Calhoun	2,010,000	1,995,000	1,995,000	$	10.00	11/22/2016	—		—
	335,000	332,500	332,500		20.00	11/22/2016	—		—
Susan Whiting	301,500	299,250	299,250		10.00	2/2/2017	60,000	$	600,000
	50,250	49,875	49,875		20.00	2/2/2017	—		—
Mitchell Habib	226,125	224,438	224,437		10.00	3/21/2017	—		—
	37,688	37,406	37,406		20.00	3/21/2017	—		—
Brian West	251,250	249,375	249,375		10.00	3/21/2017	—		—
	41,875	41,563	41,562		20.00	3/21/2017	—		—
Itzhak Fisher(2)	201,000	199,500	199,500		10.00	6/1/2017	—		—
	33,500	33,250	33,250		20.00	6/1/2017	—		—
	106,806	—	—		4.31	11/29/2015	—		—

(1) The terms of each option award reported in the table above are described above under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Grants of Plan-Based Awards in. Their option awards are subject to a vesting schedule, with 5% of the options on grant date, and 19% on each of the five anniversaries of December 31, 2006. The exercisable options shown in Column (b) above are currently vested. The unexercisable options shown in Column (c) and (d) above are unvested. As described above, options are subject to accelerated vesting in connection with a change in control of Nielsen and, in the case of Mr. Calhoun, certain terminations of his employment with Nielsen. The options at $20 per share exercise price represent options granted at twice the fair market value on the date of grant. Mr. Calhoun’s grant date was November 22, 2006. The grant dates for the remaining Named Officers are 10 years prior to the Option Exercise Date shown in the table above.

(2) Stock options shown for Mr. Fisher are held by Pereg Holdings LLC, a company beneficially owned by Mr. Fisher and members of his immediate family.

Pension Benefits for 2008

Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)	Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)
David Calhoun	—	—		—	—
Susan Whiting	Qualified Plan	26.67	$	214,440	—
	Excess Plan	26.67	$	234,747	—
Mitchell Habib	—	—		—	—
Brian West	—	—		—	—
Itzhak Fisher	—	—		—	—

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Assumptions for present value of accumulated benefit

Present values at December 31, 2008 were calculated using an interest rate of 6.00%, an interest credit rate of 4.50% and the RP 2000 mortality table (projected to 2006). These assumptions are consistent with those used for the financial statements of the Nielsen Company’s retirement plans.

U.S. Retirement Plans

Effective August 31, 2006, the Company froze its U.S. qualified and non-qualified retirement plans. No participants may be added and no further benefits may accrue after this date. The retirement plans, as in existence immediately prior to the freeze, are described below.

We maintain a tax-qualified retirement plan (the “Qualified Plan”), a cash-balance pension plan that covers eligible U.S. employees who have completed at least one year of service. Prior to the freeze, we added monthly basic and investment credits to each participant’s account. The basic credit equals 3% of a participant’s eligible monthly compensation. Participants became fully vested in their accrued benefits after the earlier of five years of service or when the participant reached normal retirement age (which is the later of age 65 or the fifth anniversary of the date the participant first became eligible to participate in the plan). Unmarried participants receive retirement benefits as a single-life annuity, and married participants receive retirement benefits as a qualified joint-and-survivor annuity. Participants can elect an alternate form of payment such as a straight-life annuity, a joint-and-survivor annuity, years certain-and-life income annuity or a level income annuity option. Lump sum payment of accrued benefits is only available if the benefits do not exceed $5,000. Payment of benefits begins at the later of the participant’s termination of employment with us or reaching age 40.

We also maintain a non-qualified retirement plan (the “Excess Plan”) for certain of our management and highly compensated employees. Prior to the freeze, the Excess Plan provided supplemental benefits to individuals whose benefits under the Qualified Plan are limited by the provisions of Section 415 and/or Section 401(a) (17) of the Internal Revenue Code. The benefit payable to a participant under the Excess Plan is equal to the difference between the benefit actually paid under the Cash Balance Plan and the amount that would have been payable had the applicable Internal Revenue Code limitations not applied. Although the Excess Plan is considered an unfunded plan and there is no current trust agreement for the Excess Plan, assets have been set aside in a “rabbi trust” fund. It is intended that benefits due under the Excess Plan will be paid from this rabbi trust or from the general assets of the Nielsen entity that employs the participants.

Ms. Whiting is the only Named Officer who is a participant in the Qualified Plan or the Excess Plan.

Nonqualified Deferred Compensation for 2008

Messrs. Calhoun and West received a supplementary deferred compensation contribution as part of their new hire arrangements (as explained above). Both Named Officers receive interest credits at 5.05% per annum.

The Company offers a voluntary nonqualified deferred compensation plan in the United States which allows selected executives the opportunity to defer a significant portion of their base salary and incentive payments to a future date. Earnings on deferred amounts are determined with reference to designated mutual funds. Ms. Whiting is the only Named Officer with a balance under this plan. There is no above market rate of return given to executives as defined by the SEC.

Name (a)	Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($) (c)		Aggregate Earnings in Last FY ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)		Aggregate Balance at Last FYE ($) (f)
David Calhoun	$	—	$	—	$	825,327	$	—	$	16,211,233
Susan Whiting		183,000		—		2,987				185,987
Brian West		—		—		87,808		—		1,755,141

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Note that all amounts have been reported in the Summary Compensation Table except for interest payments.

Potential Payments Upon Termination or Change in Control

Severance Benefits—Termination of Employment

Mr. Calhoun

In the event Mr. Calhoun’s employment is terminated during the employment term due to death, disability, by the Company without cause, by Mr. Calhoun for good reason or due to the Company’s non-extension of the Term (as those terms are defined in the employment agreement), Mr. Calhoun will be entitled to severance pay that includes (1) payment equal to two times the sum of (a) Mr. Calhoun’s base salary, plus (b) $2,000,000, paid in equal installments for the severance period; (2) a pro-rata portion of Mr. Calhoun’s bonus for the year of the termination; (3) payment of balances in his deferred compensation account; (4) pro-rata payment of his next signing bonus installment and (5) continued health and welfare benefits for Mr. Calhoun and his family members for the term of the severance. If Mr. Calhoun’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2008, he would have received total payments as shown in the following table plus continued health and welfare benefits coverage for Mr. Calhoun and his family members for up to two years, in an amount estimated to be $11,800 for the two year period. Additionally, Mr. Calhoun would be entitled to receive his balance under the nonqualified deferred compensation arrangement as shown above. In the event of a change in control, any then-unvested time-based stock options will become vested and exercisable in full. Any then-unvested performance-based stock options will become vested and exercisable in full, if as a result of such change in control, the sponsors realize an aggregate return of at least 2.5 times their equity investment in the Company (including all dividends and other payments). As of December 31, 2008, the value of any accelerated vesting of options would be $0 because the per share price of the Company’s common stock ($10) was equal to the strike price of the majority of the stock options ($10) and below the strike price of the remainder of the stock options ($20).

Name	2 times Base Salary plus $2,000,000		Annual Incentive Award		Signing Bonus		Health & Welfare Benefits		Total
David Calhoun	$	5,250,000	$	1,650,000	$	2,004,039	$	11,800	$	8,915,839

Named Officers Other Than Mr. Calhoun

In the event any of the other Named Officers are terminated by the Company without cause or by them for good reason, they will be entitled to severance pay that includes (1) payment equal to two times the sum of their base salary plus (2) a pro-rata portion of their bonus for the year of termination and (3) continued health and welfare benefits for the executive and their family members for the term of the severance. If an executive’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2008, they would have received total payments as shown in the following table. Additionally, they would be eligible for continued health and welfare benefits coverage for the executives and their family members for up to two years, in an amount estimated to be $11,800 for the two year period. Additionally, Mr. West would be entitled to receive his balance under the nonqualified deferred compensation arrangement as shown above. In the event of a change in control, any then-unvested time-based stock options will become vested and exercisable in full. Any then-unvested performance-based stock options will become vested and exercisable in full, if as a result of such change in control, the sponsors realize an aggregate return of at least the amounts set forth under the stock option agreement. As of December 31, 2008, the value of any accelerated vesting of options would be $0 because the per share price of the Company’s common stock ($10) was equal to the strike price of the majority of the stock options ($10) and below the strike price of the remainder of the stock options ($20).

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Name	2 times Base Salary		Annual Incentive Award		Health & Welfare Benefits		Total
Susan Whiting	$	1,800,000	$	700,000	$	11,800	$	2,511,800
Mitchell Habib		1,500,000		825,000		11,800		2,336,800
Brian West		1,520,000		675,000		11,800		2,206,800
Itzhak Fisher		1,250,000		600,000		11,800		1,861,800

Restrictive Covenants

Pursuant to Mr. Calhoun’s employment agreement, he has agreed not to disclose any Company confidential information at any time during or after his employment with Nielsen. In addition, Mr. Calhoun has agreed that, for a period of two years following a termination of his employment with Nielsen, he will not solicit Nielsen’s employees or customers or materially interfere with any of Nielsen’s business relationships. He also agrees not to act as an employee, investor or in another significant function in any business that directly or indirectly competes with any business of the Company.

Pursuant to the severance agreements of the other Named Officers, they have agreed not to disclose any Company confidential information at any time during or after their employment with Nielsen. In addition, they have agreed that, for a period of two years following a termination of their employment with Nielsen, they will not solicit or hire Nielsen’s employees or solicit Nielsen’s customers or materially interfere with any of Nielsen’s business relationships. They also agree not to act as an employee, investor or in another significant function in any business that directly or indirectly competes with any business of the Company.

In the event a Named Officer breaches the restrictive covenants, in addition to all other remedies that may be available to the Company, the Named Officer will be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the options or shares of common stock underlying the options held by the officer.

2008 Director Compensation

The Supervisory Board consists of 13 members. Ten of the 13 members are representatives of the Sponsors and receive no compensation for their services as board members. The other three members (or their affiliate) receive annual compensation as follows:

Chairman of Supervisory Board.	$	88,343
Member of the Supervisory Board.		58,895
Member of the Audit Committee.		11,779

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The following table presents information regarding the compensation paid or accrued during 2008 to members of our Supervisory Board.

Name	Fees Earned or Paid in Cash as a Member of Supervisory Board ($)		Fees Earned or Paid in Cash as a Member of the Audit Committee ($)		Total ($)
Gerald S. Hobbs	$	58,895	$	11,779	$	70,674
Dudley G. Eustace		88,343		—		88,343
Michael S. Chae		—		—		—
Patrick Healy		—		—		—
Iain Leigh		—		—		—
Alexander Navab		—		—		—
Scott Schoen		—		—		—
James A. Attwood		—		—		—
Richard J. Bressler		—		—		—
Clive Hollick		—		—		—
James A. Quella		—		—		—
James Kilts		58,895		—		58,895
Allan Holt		—		—		—
Eliot Merrill		—		—		—

Payments for members of the Supervisory Board are paid in Euros but converted to US$ above at a rate of 1 EUR = $1.47 which is the average exchange rate for 2008.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of Nielsen’s capital stock as of March 1, 2009 with respect to:

• each person or group of affiliated persons known by Nielsen to own beneficially more than 5% of the outstanding shares of any class of its capital stock, together with their addresses;

• each of Nielsen’s directors;

• each of Nielsen’s Named Officers; and

• all directors and nominees and executive officers as a group.

As of March 1, 2009, Valcon Acquisition B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Valcon”), owned 100% of Nielsen’s issued and outstanding share capital. Investment funds associated with or designated by the Sponsors and certain co-investors own shares of Nielsen indirectly through their holdings in Valcon Acquisition Holding (Luxembourg) S.á r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”). Luxco indirectly owns shares of Nielsen through its holdings in Valcon Acquisition Holdings B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Dutch Holdco”). Valcon, Nielsen’s parent, is a wholly owned subsidiary of Dutch Holdco. The information set forth in the table below with respect to the number and the percentage of shares beneficially owned by the investment funds associated with or designated by the Sponsors reflects the number of shares held by each such entity, respectively, in Luxco. The Named Officers own shares of Nielsen indirectly through their holdings in Dutch Holdco. The information set forth in the table below with respect to the number and percentage of shares beneficially owned by the Named Officers reflects the number of shares held by each such person, respectively, in Dutch Holdco.

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	Number and Percent of Shares Beneficially Owned
	Number		Percent
AlpInvest Partners(1)	(1	)	6.93	%
The Blackstone Group(2)	(2	)	20.35	%
The Carlyle Group(3)	(3	)	20.35	%
Hellman & Friedman(4)	(4	)	9.80	%
Kohlberg Kravis Roberts & Co.(5)	(5	)	20.66	%
Thomas H. Lee Partners(6)	(6	)	20.66	%
Iain Leigh	—		—
James A. Quella	—		—
Michael S. Chae	—		—
Allan M. Holt	—		—
James M. Kilts(7)	—		—
James A. Attwood, Jr.	—		—
Patrick Healy	—		—
Lord Clive Hollick	—		—
Alexander Navab	—		—
Scott A. Schoen	—		—
Richard J. Bressler	—		—
Dudley G. Eustace	—		—
Gerald S. Hobbs	—		—
David L. Calhoun(8)	4,345,000		*
Susan Whiting(8)	511,750		*
Itzhak Fisher(8)	752,448		*
Brian West(8)	418,125		*
Mitchell Habib(8)	438,813		*
All Directors and Named Officers as a Group (21 persons)	7,598,074		1.7	%

* less than 1%

(1) AlpInvest Partners CS Investments 2006 C.V. (“Investments 2006”) beneficially owns 27,805 ordinary shares of Luxco (“Ordinary Shares”) and 8,962,078 Yield Free Convertible Preferred Equity Certificates of Luxco (“YFCPECs”). The YFCPECs are convertible into ordinary shares of Luxco at any time at the option of Luxco or at the option of the holders thereof. The general partner of Investments 2006 is AlpInvest Partners 2006 B.V., whose managing director is AlpInvest Partners N.V. (“AlpInvest NV”). AlpInvest NV, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by Investments 2006. AlpInvest NV disclaims beneficial ownership of such shares. AlpInvest Partners Later Stage Co-Investments IIA C.V. (“LS IIA CV”) beneficially owns 280 Ordinary Shares and 50,666 YFCPECs. AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. (“LS IIA BV”) holds the shares as a custodian for LS IIA CV. The general partner of LS IIA CV is AlpInvest Partners Later Stage Co-Investments Management IIA B.V., whose managing director is AlpInvest NV. AlpInvest NV, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by LS IIA BV. AlpInvest NV disclaims beneficial ownership of such shares. The address of each of the entities and persons identified in this footnote is 630 Fifth Avenue, New York, New York 10111.

Volkert Doeksen, Paul de Klerk, Wim Borgdorff and Erik Thyssen, in their capacities as managing directors of AlpInvest NV, effectively have the power to exercise voting and investment control over the shares held by Investments 2006 and LS IIA BV when two of them act jointly. Each of Messrs. Doeksen, De Klerk, Borgdorff and Thyssen disclaims beneficial ownership of such shares.

(2) Blackstone Capital Partners (Cayman) V L.P. (“BCP V”) beneficially owns 78,195 Ordinary Shares and 25,088,234 YFCPECs. Blackstone Family Investment Partnership (Cayman) V L.P. (“BFIP V”) beneficially owns 3,645 Ordinary Shares and 1,168,318 YFCPECs. Blackstone Family Investment Partnership (Cayman) V-A L.P. (“BFIP V-A”) beneficially owns 345 Ordinary Shares and 112,943 YFCPECs. Blackstone Participation Partnership (Cayman) V L.P. (“BPPV” and, collectively with BCP V, BFIP V and BFIP V-A,

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the “Blackstone Funds”) beneficially owns 245 Ordinary Shares and 80,936 YFCPECs. Blackstone Management Associates (Cayman) V, L.P. (“BMA”) is the general partner of each of the Blackstone Funds. Blackstone LR Associates (Cayman) V Ltd. (“BLRA”) is the general partner of BMA and may, therefore, be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs of Luxco. Mr. Stephen A. Schwarzman is director and controlling person of BLRA and as such may be deemed to share beneficial ownership of the Ordinary Shares and YFCPECs of Luxco controlled by BLRA. Mr. Schwarzman disclaim beneficial ownership of such shares. The address of each of the Blackstone Funds, BMA and BLRA is c/o Walkers SPV Limited, P.O. Box 908 GT, George Town, Grand Cayman. The address of each of Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, NY 10154.

(3) Carlyle Partners IV Cayman, L.P. (“CP IV”) beneficially owns 64,970 Ordinary Shares and 20,847,394 YFCPECs. CP IV’s general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings, L.P. CP IV Coinvestment Cayman, L.P (“CPIV Coinvest”) beneficially owns 2,620 Ordinary Sharesand 841,958 YFCPECs. CPIV Coinvest’s general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings, L.P. CEP II Participations S.á r.l. SICAR (“CEP II P”) beneficially owns 14,840 Ordinary Shares and 4,761,076 YFCPECs (the Ordinary Shares and YFCPECs beneficially owned by CP IV, CPIV Coinvest and CEP II P are collectively referred to as the “Carlyle Shares”). CEP II P is directly or indirectly owned by Carlyle Europe Partners II, L.P., whose general partner is CEP II Managing GP, L.P., whose general partner is CEP II Managing GP Holdings, Ltd,, which is wholly owned by TC Group Cayman Investment Holdings, L.P. The general partner of TC Group Cayman Investment Holding, L.P. is TCG Holdings Cayman II, L.P. The general partner of TCG Holdings Cayman II, L.P. is DBD Cayman Limited, a Cayman Islands exempted limited liability company. DBD Cayman Limited has investment discretion and dispositive power over the Carlyle Shares. DBD Cayman Limited is controlled by its Class A members, William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein and all action relating to the investment and disposition of the Carlyle Shares requires their approval. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein each disclaim beneficial ownership of the Carlyle Shares. Pursuant to an agreement between DBD Cayman Limited and its Class B member, Carlyle Offshore Partners II Limited, voting power over the Carlyle Shares is held by Carlyle Offshore Partners II, Limited. Carlyle Offshore Partners II Limited has 13 members, each of whom disclaims beneficial ownership of the Carlyle Shares. The address of each of the entities and persons identified in this footnote is c/o Walkers Corporate Service Limited, Walkers House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands.

(4) The Luxco shares shown as owned by Hellman & Friedman Investors V (Cayman), Ltd. are owned of record by (i) Hellman & Friedman Capital Partners V (Cayman), L.P., which owns 34,801 Ordinary Shares and 11,191,867 YFCPECs, (ii) Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., which owns 4,874 Ordinary Shares and 1,537,166 YFCPECs, and (iii) Hellman & Friedman Capital Associates V (Cayman), L.P., which owns 10 Ordinary Shares and 6,359 YFCPECs. Hellman & Friedman Investors V (Cayman), Ltd. is the sole general partner of Hellman & Friedman Capital Associates V (Cayman), L.P. and Hellman & Friedman Investors V (Cayman), L.P. Hellman & Friedman Investors V (Cayman), L.P., in turn, is the sole general partner of each of Hellman & Friedman Capital Partners V (Cayman), L.P. and Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. Hellman & Friedman Investors V (Cayman), Ltd. is owned and controlled by 13 shareholders, none of whom own more than 7.7% of Hellman & Friedman Investors V (Cayman), Ltd. Hellman & Friedman Investors V (Cayman), Ltd. has formed a five-member investment committee (the “Investment Committee”) that serves at the discretion of the company’s Board of Directors and makes recommendations to the Board with respect to matters presented to it. Members of the Investment Committee are F. Warren Hellman, Brian M. Powers, Philip U. Hammarskjold, Patrick J. Healy and Thomas F. Steyer. Each of the members of the Investment Committee and the shareholders of Hellman & Friedman Investors V (Cayman), Ltd. disclaim beneficial ownership of any Luxco shares beneficially owned by Hellman & Friedman Investors V (Cayman), Ltd. except to the extent of their pecuniary interest therein. Mr. Healy serves as a Managing Director of Hellman & Friedman LLC, an affiliate of Hellman & Friedman Investors V (Cayman), Ltd., is a 7.7% shareholder of Hellman & Friedman Investors V (Cayman), Ltd. and is a member of the Investment Committee. The address of Hellman & Friedman Capital Partners V (Cayman), Ltd. is c/o Walkers SPV Limited, Walker House, 87 Mary Street, Georgetown, Grand Cayman KY1-9002, Cayman Islands.

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(5) KKR VNU Equity Investors, L.P. beneficially owns 13,655 Ordinary Shares and 4,455,265 YFCPECs and is controlled by its general partner, KKR VNU GP Limited. KKR VNU GP Limited is wholly-owned by KKR VNU (Millennium) Limited (“KKR VNU Limited”). KKR VNU (Millennium), L.P. beneficially owns 69,946 Ordinary Shares and 22,400,186 YFCPECs. KKR Millenium Fund (Overseas) L.P. beneficially owns 84 Ordinary Shares. Voting and investment control over the securities beneficially owned by KKR Equity Investors. L.P. is exercised by the board of directors of KKR VNU Limited consisting of Messrs. Alexander Navab, Simon E. Brown and William J. Janetschek, who may be deemed to share beneficial ownership of any shares beneficially owned by KKR VNU Equity Investors L.P. but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. A majority of the equity interests of KKR VNU Limited are held by KKR Millennium Fund (Overseas), Limited Partnership (the “Millennium Fund”), which is controlled by its general partner, KKR Associates Millennium (Overseas), Limited Partnership, which, in turn, is controlled by its general partner, KKR Millennium Limited. Voting and investment control over the securities beneficially owned by the Millennium Fund is exercised by the board of directors of KKR Millennium Limited consisting of Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde, Reinhard Gorenflos, Michael M. Calbert and Scott C. Nuttall, who may be deemed to share beneficial ownership of any shares beneficially owned by the Millennium Fund but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The address of each of the entities and persons identified in this footnote is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York, 10019.

(6) The Luxco shares shown as owned by Thomas H. Lee Partners are owned of record by (i) Thomas H. Lee (Alternative) Fund VI, L.P. (“Alternative Fund VI”), Thomas H. Lee (Alternative) Parallel Fund VI, L.P. (“Alternative Parallel VI”) and Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. (“Alternative DT VI”); (ii) THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P., THL Equity Fund VI Investors (VNU) III, L.P. and THL Equity Fund VI Investors (VNU) IV, LLC; (iii) THL (Alternative) Fund V, L.P. (“Alternative Fund V”), Thomas H. Lee (Alternative) Parallel Fund V, L.P. (“Alternative Parallel V”) and Thomas H. Lee (Alternative) Cayman Fund V, L.P. (“Alternative Cayman V”) and (iv) THL Coinvestment Partners, L.P., Thomas H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC and Putnam Investments Employees’ Securities Company III LLC. THL Advisors (Alternative) VI, L.P. (“Advisors VI”) is the general partner of each of (a) Alternative Fund VI, which beneficially owns 24,920 Ordinary Shares and 7,996,953 YFCPECs, (b) Alternative Parallel VI, which beneficially owns 16,870 Ordinary Shares and 5,415,112 YFCPECs; and Alternative DT VI, which beneficially owns 2,950 Ordinary Shares and 945,911 YFCPECs. Advisors VI is also the general partner of each of (x) THL Equity Fund VI Investors (VNU), L.P., which beneficially owns 17, 275 Ordinary Shares and 5,543,158 YFCPECs, (y) THL Equity Fund VI Investors (VNU) II, L.P. which beneficially owns 180 Ordinary Shares and 57,904 YFCPECs and (z) THL Equity Fund VI Investors (VNU) III, L.P., which beneficially owns 265 Ordinary Shares and 85,133 YFCPECs. Advisors VI is the managing member of THL Equity Fund VI Investors (VNU) IV, LLC, which beneficially owns 930 Ordinary Shares and 298,732 YFCPECs. Thomas H. Lee Advisors (Alternative) VI, Ltd. (“Advisors VI Ltd.”) is the general partner of Advisors VI and may, therefore, be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs of Luxco held by each of these entities. The address of each of these entities is c/o Walkers, Walker House, Mary Street, GeorgeTown, Grand Cayman, Cayman Islands, other than THL Equity Fund VI Investors (VNU) IV, LLC whose address is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110. THL Advisors (Alternative) V, L.P. (“Advisors V”) is the general partner of each of (a) Alternative Fund V, which beneficially owns 15,225 Ordinary Shares and 4,885,230 YFCPECs; (b) Alternative Parallel V, which beneficially owns 3,950 Ordinary Shares and 1,267,521 YFCPECs and (c) Alternative Cayman V, which beneficially owns 210 Ordinary Shares and 67,312 YFCPECs. Thomas H. Lee Advisors (Alternative) V Limited LDC (“LDC”) is the general partner of Advisors V and may, therefore, be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs held by each of these entities. The address of each of these entities is c/o Walkers, Walker House, Mary Street, GeorgeTown, Grand Cayman, Cayman Islands. Advisors VI Ltd. and LDC each have in excess of 15 stockholders or members, respectively, with no such stockholder or member controlling more than 8% of the vote. The controlling stockholders or members (the “Managing Directors”)

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are Anthony J. DiNovi, Scott A. Schoen, Scott M. Sperling, Seth W. Lawry, Thomas M. Hagerty, Kent R. Weldon, Todd M. Abbrecht, Charles A. Brizius, Scott L. Jaeckel, Soren L. Oberg and George Taylor, each of whom disclaims beneficial ownership of the Ordinary Shares and YFCPECs. The address of each of the Managing Directors is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110. THL Coinvestment Partners, L.P. beneficially owns 45 Ordinary Shares and 14,671 YFCPECs. Thomas H. Lee Investors Limited Partnership beneficially owns 295 Ordinary Shares and 94,680 YFCPECs. Each of THL Coinvestment Partners, L.P. and Thomas H. Lee Investors Limited Partnership are indirectly controlled by the Managing Directors, each of whom disclaims beneficial ownership of the Ordinary Shares and YFCPECs. The address of each of THL Coinvestment Partners, L.P. and Thomas H. Lee Investors Limited Partnership is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110. Putnam Investments Holdings, LLC beneficially owns 250 Ordinary Shares and 79,486 YFCPECs; Putnam Investments Employees’ Securities Company I LLC beneficially owns 105 Ordinary Shares and 33,204 YFCPECs; Putnam Investments Employees’ Securities Company II LLC beneficially owns 90 Ordinary Shares and 29,646 YFCPECs and Putnam Investments Employees’ Securities Company III LLC beneficially owns 125 Ordinary Shares and 40,799 YFCPECs. Each of these entities is contractually obligated to coinvest alongside either Thomas H. Lee (Alternative) Fund VI, L.P. or Thomas H. Lee (Alternative) Fund V, L.P. Therefore, Advisors VI and LDC may be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs held by these entities. The address for each of these entities is One Post Office Square, Boston, Massachusetts 02109.

(7) Centerview Capital, L.P. (“Centerview Capital”) beneficially owns 3,855 Ordinary Shares and 1,235,338 YFCPECs. Centerview Employees, L.P. (“Centerview Employees”) beneficially owns 190 Ordinary Shares and 61,705 YFCPECs. The general partner of Centerview Capital is Centerview Capital GP, L.P., whose general partner is Centerview Capital GP LLC (“Centerview Capital GP”). The general partner of Centerview Employees is Centerview Capital GP. The sole member of Centerview Capital GP is Centerview Partners Holdings LLC (“Centerview Holdings”). Centerview VNU LLC (“Centerview VNU”) beneficially owns 1,010 Ordinary Shares and 324,261 YFCPECs. The managing member of Centerview VNU is Centerview Holdings. Centerview Holdings, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by Centerview Capital, Centerview Employees and Centerview VNU. Centerview Holdings disclaims beneficial ownership of such shares. The address of each of the entities and persons identified in this footnote is 640 Fifth Avenue, New York, New York 10019. Centerview Holdings has formed an investment committee (the “Centerview Investment Committee”) that has the power to exercise voting and investment control over the shares held by Centerview Capital, Centerview Employees and Centerview VNU. The members of the Centerview Investment Committee are Stephen S. Crawford, Blair W. Effron, David M. Hooper, James M. Kilts and Robert A. Pruzan. Each of the members of the Centerview Investment Committee and the members of Centerview Holdings disclaims beneficial ownership of such shares.

Centerview Capital beneficially owns options to acquire 476,213 shares of common stock of Dutch Holdco. Centerview Employees beneficially owns options to acquire 23,787 shares of common stock of Dutch Holdco. The general partner of Centerview Capital is Centerview Capital GP, L.P., whose general partner is Centerview Capital GP. The general partner of Centerview Employees is Centerview Capital GP. The sole member of Centerview Capital GP is Centerview Holdings. Centerview Holdings, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the options held by Centerview Capital and Centerview Employees. Centerview Holdings disclaims beneficial ownership of such options. The address of each of the entities and persons identified in this footnote is 640 Fifth Avenue, New York, New York 10019. The Centerview Investment Committee has the power to exercise voting and investment control over the options held by Centerview Capital and Centerview Employees. Each of the members of the Centerview Investment Committee and the members of Centerview Holdings disclaims beneficial ownership of such options.

(8) The addresses for Messrs. Calhoun, West, Fisher, Habib and Ms. Whiting is c/o The Nielsen Company B.V., 770 Broadway, New York, NY 10003 and 45 Danbury Road, Wilton, CT 06897. Stock options and common stock shown for Mr. Fisher are held by Pereg Holdings LLC, a company beneficially owned by Mr. Fisher and members of his immediate family.

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Item 13. Certain Relationships and Related Transactions and Director Independence

Shareholders’ Agreement

In connection with the Transactions, investment funds associated with or designated by the Sponsors acquired, indirectly, shares of Nielsen. On December 21, 2006, investment funds associated with or designated by the Sponsors and Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.á r.l. and Valcon entered into a shareholders’ agreement. The shareholders’ agreement contains agreements among the parties with respect to, among other matters, the election of the members of Nielsen’s supervisory board, restrictions on the issuance or transfer of securities (including tag-along rights, drag-along rights and public offering rights) and other special corporate governance provisions (including the right to approve various corporate actions and control committee composition). The shareholders agreement also provides for customary registration rights.

Investment Agreement

On November 6, 2006, Centerview Partners Holdings L.L.C. (“Centerview”), the investment funds associated with or designated by the Sponsors and Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.à r.l. and Valcon entered into an investment agreement. The investment agreement contains agreements among the parties with respect to, among other matters, the purchase by Centerview of approximately $50 million of new or existing securities issued by Valcon Acquisition Holding (Luxembourg) S.à r.l., the exercise of voting rights associated with the securities, the election of the members of the supervisory boards of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, restrictions on the transfer of securities and rights in connection with the sale or issuance of securities (including tag-along rights, drag-along rights and public offering rights). Since the investment by Centerview, it has transferred all of the securities of Valcon Acquisition Holding (Luxembourg) S.à r.l. that it purchased under the investment agreement to Centerview VNU LLC, which in turn has transferred a portion of the securities to Centerview Capital, L.P. and Centerview Employees, L.P. Centerview VNU LLC, Centerview Capital, L.P. and Centerview Employees, L.P. are investment funds associated with Centerview.

Advisory Agreements

TNC (US) Holdings, Inc. is party to an advisory agreement with Valcon pursuant to which affiliates of the Sponsors provide management services on behalf of Valcon, including to support and assist management with respect to analyzing and negotiating acquisitions and divestitures, preparing financial projections, analyzing and negotiating financing alternatives, monitoring of compliance with financing agreements and searching and hiring executives. Pursuant to such agreement Valcon receives a quarterly management fee equal to (i) $1.625 million per fiscal quarter for our fiscal year 2006 and (ii) for each fiscal year after 2006, an amount per fiscal quarter equal to 105% of the quarterly fee for the immediately preceding fiscal year, and reimbursement for reasonable travel and other out-of-pocket expenses incurred by Valcon and the affiliates of the Sponsors in connection with the provision of services under the advisory agreement. The advisory agreement also provides that Valcon may be entitled to receive fees in connection with certain financing, acquisition, disposition and change in control transactions based on terms and conditions customary for transactions of similar size and scope. The advisory agreement includes exculpation and indemnification provisions in favor of Valcon and the affiliates of the Sponsors. The advisory services referred to in the advisory agreement are provided by affiliates of the Sponsors and accordingly the fees received by Valcon that are described above are paid to such affiliates of the Sponsors under the terms of a similar advisory agreement among the affiliates of the Sponsors and Valcon.

ACN Holdings, Inc. is party to an advisory agreement with Valcon pursuant to which the affiliates of the Sponsors provide management services on behalf of Valcon. Pursuant to such agreement Valcon receives a quarterly management fee equal to (i) $0.875 million per fiscal quarter for our fiscal year 2006 and (ii) for each fiscal year after 2006, an amount per fiscal quarter equal to 105% of the quarterly fee for the immediately preceding fiscal year, and reimbursement for reasonable travel and other out-of-pocket expenses incurred by Valcon and the affiliates of the Sponsors in connection with the provision of services under the advisory

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agreement. The advisory agreement also provides that Valcon may be entitled to receive fees in connection with certain financing, acquisition, disposition and change in control transactions based on terms and conditions customary for transactions of similar size and scope. The advisory agreement includes customary exculpation and indemnification provisions in favor of Valcon and the affiliates of the Sponsors. The advisory services referred to in the advisory agreement are provided by the Sponsors and accordingly the fees received by Valcon that are described above are paid to such affiliates of the Sponsors under the terms of a similar advisory agreement among the affiliates of the Sponsors and Valcon.

For the years ended December 31, 2008 and 2007 and the period from May 24, 2006 to December 31, 2006, the Company recorded $11 million, $11 million and $7 million, respectively, in selling, general and administrative expenses related to these management fees, sponsor travel and consulting.

Transaction fees

In 2006 in connection with the Transactions, Valcon paid the Sponsors $131 million in fees and expenses for financial and structuring advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of Nielsen based on the specific nature of the services performed.

Scarborough Research

We and Scarborough Research, a joint venture with Arbitron, entered into various related party transactions in the ordinary course of business. We and our subsidiaries provide various services to Scarborough Research, including data collection, accounting, insurance administration, and the rental of real estate. We pay royalties to Scarborough Research for the right to include Scarborough Research data in our products sold directly to our customers. Additionally, we sell various Scarborough Research products directly to our clients, for which we receive a commission from Scarborough Research. The net cash payments from Scarborough Research to us as a result of these transactions were $9 million, $15 million, $12 million, and $9 million for the years ended December 31, 2008 and 2007 and the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006, respectively. Obligations between us and Scarborough Research are net settled in cash on a monthly basis in the ordinary course of business; at December 31, 2008, 2007 and 2006 the related amounts outstanding were not significant.

Review, Approval or Ratification of Certain Transactions with Related Persons

We have a written code of conduct, applicable to directors, officers and employees that prohibits any action, investment or other interest that might interfere, or be thought to interfere, with the exercise of their judgment in our best interests. The types of transactions that are covered by the code include financial and other transactions, arrangements or relationships in which we or any of our subsidiaries are a participant and in which any related person, including directors, officers and employees, have an interest.

Where a related party transaction could result in a conflict of interest, it will be reviewed and approved by our legal and human resources department and, where appropriate and material in nature, our Audit Committee.

Only those related party transactions that are not inconsistent with our best interests will be approved. In making this determination, all available and relevant facts and circumstance will be considered, including the benefits to us, the impact of the transaction on the related party’s independence, the availability of other sources of comparable products or services, the terms of the transaction and the terms available from unrelated third parties.

In addition, we have established and maintain a Disclosure Committee through which we identify, among other things, potential and existing transactions between us and related persons that are required to be disclosed with the Securities and Exchange Commission.

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Director Independence

The Company is a privately held corporation. Except for Messrs. Eustace and Hobbs, who would be considered independent if the listing rules of the New York Stock Exchange applied, our directors are not independent pursuant to such rules because of their respective affiliations with the Company’s principal shareholders.

Item 14. Principal Accounting Fees and Services

Fees for Services rendered by Ernst & Young LLP

For the years ended December 31, 2008 and 2007, fees for professional services by Ernst & Young LLP were as follows:

	Year Ended December 31,
	2008		2007
Audit Fees	$	6,749,000	$	6,815,000
Audit Related Fees		1,060,000		1,304,000
Tax Fees		759,000		374,000
All Other Fees		—		—
Total Fees	$	8,568,000	$	8,493,000

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted policies and procedures for the pre-approval of services provided by our independent registered public accounting firm. The policies and procedures provide that management and our independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit and non-audit services for approval as part of the annual plan for each year. In addition, the policies and procedures provide that the Audit Committee may also pre-approve particular services not in the annual plan on a case-by-case basis. For each proposed service, management must provide a detailed description of the service and the projected fees and costs (or a range of such fees and costs) for the service. The policies and procedures require management and our independent registered public accounting firm to provide quarterly updates to the Audit Committee regarding services rendered to date and services yet to be performed.

The Audit Committee has delegated to the Chairman of the Audit Committee the pre-approval authority for audit and non-audit services to one or more of its members, who can pre-approve services up to a maximum fee of $100,000. Any service pre-approved by a delegee must be reported to the Audit Committee at the next scheduled Audit Committee meeting.

The audit, audit-related, tax and other services provided by Ernst & Young LLP in 2008 were pre-approved by the Audit Committee in accordance with its pre-approval policy.

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PART IV

Item 15. Exhibits

(a)(1) Financial Statements

The Financial Statements listed in the Index to Financial Statements in Item 8 are filed as part of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

The Financial Statement Schedule listed in the Index to Financial Statements in Item 8 is filed as part of this Annual Report on Form 10-K.

(a)(3) Exhibits

EXHIBIT NUMBER	DESCRIPTION
2.1(a)	Merger Protocol, made as of March 8, 2006, between Valcon Acquisition B.V. and VNU N.V., filed as Exhibit 2.1(a) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
2.1(b)	First Amendment to the Merger Protocol, made as of May 4, 2006, between Valcon Acquisition B.V. and VNU N.V., filed as Exhibit 2.1(b) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
3.1	Articles of Association of The Nielsen Company B.V., filed as Exhibit 3.1 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.1(a)	Credit Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, as a U.S. Borrower, VNU, Inc., as a U.S. Borrower, VNU Holding and Finance B.V., as Dutch Borrower, the Guarantors thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents, filed as Exhibit 4.1(a) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.1(b)	Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors named therein and Citibank, N.A. as Collateral Agent, filed as Exhibit 4.1(b) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.1(c)	Intellectual Property Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors named therein and Citibank, N.A. as Collateral Agent, filed as Exhibit 4.1(c) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.1(d)	Amendment No. 1, dated as of January 22, 2007, to the Credit Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, as a U.S. Borrower, The Nielsen Company (US), Inc., as a U.S. Borrower, VNU Holding and Finance B.V., as Dutch Borrower, the Guarantors thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents, filed as Exhibit 4.1(d) to the Company’s second amendment to the registration statement on Form S-4 dated as of July 12, 2007, incorporated herein by reference.

173

EXHIBIT NUMBER	DESCRIPTION
4.1(e)	Amendment No. 2, dated as of August 9, 2007, to the Credit Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, as a U.S. Borrower, The Nielsen Company (US), Inc., as a U.S. Borrower, VNU Holding and Finance B.V., as Dutch Borrower, the Guarantors thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents, filed as Exhibit 4.1(e) to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2007, incorporated herein by reference.
4.2	Indenture, dated as of August 9, 2006, between VNU Group B.V. and Law Debenture Trust Company of New York, as Trustee, for the 11 1/8% Senior Discount Notes due 2016, filed as Exhibit 4.2 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.3	Registration Rights Agreement, dated as of August 9, 2006, between VNU Group B.V. and the Initial Purchasers named therein, for the 11 1/ 8% Senior Discount Notes due 2016, filed as Exhibit 4.3 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.4(a)	Indenture, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.4(a) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.4(b)	First Supplemental Indenture, dated as of October 16, 2006, among Radio and Records, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.4(b) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.4(c)	Second Supplemental Indenture, dated as of August 15, 2007, among NetRatings, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.2 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2007, incorporated herein by reference.
4.4(d)	Third Supplemental Indenture, dated as of August 15, 2007, among Telephia, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2007, incorporated herein by reference.
4.4(e)	Fourth Supplemental Indenture, dated as of November 28, 2007, among Nielsen Business Media Holding Company, an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.4(e) to the Company’s registration statement on Form S-4 dated as of June 4, 2008, incorporated herein by reference.
4.4(f)	Fifth Supplemental Indenture, dated as of April 9, 2008, among Audience Analytics, L.L.C. and Cannon Holdings, L.L.C., both affiliates of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.4(f) to the Company’s registration statement on Form S-4 dated as of June 4, 2008, incorporated herein by reference.

174

EXHIBIT NUMBER	DESCRIPTION
4.4(g)	Sixth Supplemental Indenture, dated as of April 16, 2008, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.1(a) to the Company’s current report on Form 8-K dated as of April 21, 2008, incorporated herein by reference.
4.4(h)	Seventh Supplemental Indenture, dated as of July 15, 2008, among Nielsen IAG, an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
4.4(i)	Eighth Supplemental Indenture, dated as of July 15, 2008, among RewardTV, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.6 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
4.4(j)	Ninth Supplemental Indenture, dated as of September 24, 2008, among ACNeilsen eRatings.com, an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.8 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
4.5	Registration Rights Agreement, dated as of August 9, 2006, between Nielsen Finance LLC, Nielsen Finance Co. and the Initial Purchasers named therein, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014, filed as Exhibit 4.5 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.6(a)	Indenture, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.6(a) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.6(b)	First Supplemental Indenture, dated as of October 16, 2006, among Radio and Records, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.6(b) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.6(c)	Second Supplemental Indenture, dated as of August 15, 2007, among NetRatings, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.3 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2007, incorporated herein by reference.
4.6(d)	Third Supplemental Indenture, dated as of August 15, 2007, among Telephia, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.5 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2007, incorporated herein by reference.

175

EXHIBIT NUMBER	DESCRIPTION
4.6(e)	Fourth Supplemental Indenture, dated as of November 28, 2007, among Nielsen Business Media Holding Company, an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.1 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008, incorporated herein by reference.
4.6(f)	Fifth Supplemental Indenture, dated as of November 28, 2007, among Audience Analytics, L.L.C., and Cannon Holdings, L.L.C., both affiliates of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.2 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008, incorporated herein by reference.
4.6(g)	Sixth Supplemental Indenture, dated as of July 15, 2008, among Nielsen IAG, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.3 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
4.6(h)	Seventh Supplemental Indenture, dated as of July 15, 2008, among RewardTV, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.5 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
4.6(i)	Eighth Supplemental Indenture, dated as of September 24, 2008, among ACNielsen eRatings.com, an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016, filed as Exhibit 4.7 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
4.7	Registration Rights Agreement, dated as of August 9, 2006, between Nielsen Finance LLC, Nielsen Finance Co. and the Initial Purchasers named therein, for the 12 1/2% Senior Subordinated Discount Notes, filed as Exhibit 4.7 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
4.8(a)	Trust Deed, dated October 29, 2002, by and between VNU N.V. and Deutsche Trustee Company Limited, filed as Exhibit 4.8(a) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
4.8(b)	Supplemental Trust Deed, dated October 27, 2003, by and between VNU N.V. and Deutsche Trustee Company Limited, filed as Exhibit 4.8(b) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.1†	Shareholders’ Agreement regarding VNU Group B.V., made as of December 21, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L., Valcon Acquisition Holding B.V. and Valcon Acquisition B.V. , filed as Exhibit 10.1 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
10.2†	Investment Agreement regarding Valcon Acquisition Holding (Luxembourg) S.á r.l., made as of November 6, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L. and Centerview Partners Holdings L.L.C., filed as Exhibit 10.2 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.

176

EXHIBIT NUMBER	DESCRIPTION
10.3	Advisory Agreement, dated as of July 31, 2006, by and among ACN Holdings Inc. and Valcon Acquisition B.V. , filed as Exhibit 10.2 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
10.4	Advisory Agreement, dated as of July 31, 2006, by and among VNU Inc. and Valcon Acquisition B.V., filed as Exhibit 10.4 to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
10.5(a)	Employment Agreement, as amended, dated as of August 22, 2006, by and among David L. Calhoun, Valcon Acquisition Holding (Luxembourg) S.à r.l. and VNU, Inc., filed as Exhibit 10.5(a) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
10.5(b)	Side Letter to the Employment Agreement of David L. Calhoun, dated as of August 22, 2006, filed as Exhibit 10.5(b) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
10.5(c)	Employment Agreement, as amended and restated, dated as of December 15, 2008, by and among David L. Calhoun, Valcon Acquisition Holding (Luxembourg) S.à r.l. and TNC (US) Holdings, Inc.
10.6	Employment Arrangement, dated December 4, 2006, between VNU Group B.V. and Susan D. Whiting, filed as Exhibit 10.6 to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.7	Separation Letter Agreement, dated April 20, 2007, by and between The Nielsen Company B.V. and Robert A. Ruijter, filed as Exhibit 10.6 to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.8	Separation Letter Agreement, dated October 25, 2006, by and between VNU Group B.V. and Earl H. Doppelt, filed as Exhibit 10.6 to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.9	Separation Letter Agreement, dated March 5, 2007, by and between The Nielsen Company B.V. and Steve Schmidt, filed as Exhibit 10.6 to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.10(a)	2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries (as amended and restated), filed as Exhibit 10.10(a) to the Company’s registration statement on Form S-4 dated as of May 2, 2007, incorporated herein by reference.
10.10(b)	Form of Severance Agreement, filed as Exhibit 10.10(b) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.10(c)	Severance Agreement, dated as of February 2, 2007, by and between VNU Group B.V., VNU, Inc. and Susan D. Whiting, filed as Exhibit 10.10(c) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.10(d)	Restricted Stock Unit Award Agreement, dated as of January 15, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting, filed as Exhibit 10.10(d) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.10(e)	Stock Option Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting, filed as Exhibit 10.10(e) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.

177

EXHIBIT NUMBER	DESCRIPTION
10.10(f)	Sale Participation Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting, filed as Exhibit 10.10(f) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.10(g)	Management Stockholder’s Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.à r.l. and Susan D. Whiting, filed as Exhibit 10.10(g) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.11	Form of Termination Protection Agreement, filed as Exhibit 10.10(g) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.12(a)	VNU Excess Plan, dated April 1, 2002, filed as Exhibit 10.12(a) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.12(b)	Amendment to the VNU Excess Plan, dated August 31, 2006, filed as Exhibit 10.12(b) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.12(c)	Second Amendment to the VNU Excess Plan, dated January 23, 2007, filed as Exhibit 10.12(c) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.13(a)	VNU Deferred Compensation Plan, dated April 1, 2003, filed as Exhibit 10.13(a) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.13(b)	Amendment to VNU, ACNielsen Corporation and VNU USA, Inc. Deferred Compensation Plan, dated May 10, 2006, filed as Exhibit 10.13(b) to the Company’s first amendment to the registration statement on Form S-4 dated as of June 21, 2007, incorporated herein by reference.
10.13(c)	Amendment to VNU, ACNielsen Corporation and VNU USA, Inc. Deferred Compensation Plan, dated October 28, 2008, filed as Exhibit 10.13(c) to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
10.14	Amended and Restated Stock Option Agreement, filed as Exhibit 10.14 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
10.15	Form of Management Stockholder’s Agreement, filed as Exhibit 10.15 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
10.16	Form of Sales Participation Agreement, filed as Exhibit 10.16 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
10.17	Form of Stock Option Agreement, filed as Exhibit 10.17 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
10.18	Form of Offer Letter, dated October 24, 2006, by and between The Nielsen Company B.V. and James W. Cuminale, filed as Exhibit 10.18 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
10.19	Form of Offer Letter, dated February 20, 2007, by and between The Nielsen Company B.V. and Brian J. West, filed as Exhibit 10.19 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.

178

EXHIBIT NUMBER	DESCRIPTION
10.20	Form of Offer Letter, dated March 22, 2007, by and between The Nielsen Company B.V. and Mitchell J. Habib, filed as Exhibit 10.20 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.
10.21(a)	Amended and Restated Master Services Agreement, dated as of October 1, 2007, by and between Tata America International Corporation & Tata Consultancy Services Limited and ACNielsen(US), Inc., filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008, incorporated herein by reference.
10.21(b)	Amendment Number 1 to the Amended and Restated Master Services Agreement, dated as of March 31, 2008, by and between Tata America International Corporation & Tata Consultancy Services Limited and ACNielsen(US), Inc., filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
10.21(c)	Amendment Number 2 to the Amended and Restated Master Services Agreement, dated as of October 31, 2007, by and between Tata America International Corporation & Tata Consultancy Services Limited and ACNielsen(US), Inc., filed as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008, incorporated herein by reference.
10.22(a)	Severance Agreement, dated as of June 4, 2007, by and between The Nielsen Company B.V., The Nielsen Company (US), Inc. and Itzhak Fisher.
10.22(b)	Stock Option Agreement, dated as of June 4, 2007, between Valcon Acquisition Holding B.V. and Pereg Holdings LLC.
10.22(c)	Rollover Stock Option Agreement, dated as of June 4, 2007, between Valcon Acquisition Holding B.V. and Pereg Holdings LLC.
10.22(d)	Sale Participation Agreement, dated as of June 4, 2007, Valcon Acquisition Holding B.V. and Pereg Holdings LLC.
10.22(e)	Management Stockholder’s Agreement, dated as of June 4, 2007, between Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.à r.l and Pereg Holdings LLC.
10.23	Form of Offer Letter, dated as of February 27, 2009, by and between The Nielsen Company B.V. and Itzhak Fisher.
12.1	Computation of Ratio of Earnings to Fixed Charges
21	The Nielsen Company B.V. Active Subsidiaries
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)
32.2	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)
99.1	Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2006, filed as Exhibit 99.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2007, incorporated herein by reference.

† The schedules and exhibits to these agreements are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.

179

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

The Nielsen Company B.V.

(Registrant)

Date: March 26, 2009	/s/    DAVID E. BERGER
	David E. Berger
	Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/    BRIAN J. WEST         Brian J. West	Chief Financial Officer (Principal Financial Officer)	March 26, 2009
/s/    DAVID E. BERGER         David E. Berger	Senior Vice President, Controller (Principal Accounting Officer)	March 26, 2009
/s/    DAVID L. CALHOUN         David L. Calhoun	Chief Executive Officer (Principal Executive Officer)	March 26, 2009
/s/    DUDLEY EUSTACE         Dudley Eustace	Chairman of the Board	March 26, 2009
/s/    JAMES ATTWOOD         James Attwood	Director	March 26, 2009
/s/    RICHARD BRESSLER         Richard Bressler	Director	March 26, 2009
/s/    MICHAEL CHAE         Michael Chae	Director	March 26, 2009
/s/    PATRICK HEALY         Patrick Healy	Director	March 26, 2009
/s/    GERALD HOBBS         Gerald Hobbs	Director	March 26, 2009
/S/    SIMON BROWN         Simon Brown	Director	March 26, 2009
/s/    JAMES KILTS         James Kilts	Director	March 26, 2009
/s/    IAIN LEIGH         Iain Leigh	Director	March 26, 2009
/s/    ELIOT MERRILL         Eliot Merrill	Director	March 26, 2009
/s/    ALEXANDER NAVAB         Alexander Navab	Director	March 26, 2009
/s/    JAMES QUELLA         James Quella	Director	March 26, 2009
/s/    SCOTT SCHOEN         Scott Schoen	Director	March 26, 2009

180

EX-10.5(C)

Exhibit 10.5(c)

Execution Version

Amended and Restated

Employment Agreement

The employment agreement (the “Original Agreement”) entered into on August 22, 2006, and amended on September 8, 2006, effective as of September 14, 2006 (the “Effective Date”) is hereby amended and restated, as of the 15th day of December, 2008, as the Amended and Restated Employment Agreement (the “Agreement”), by and among David L. Calhoun (the “Executive”) and Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and Lux Holdco’s indirect subsidiary TNC (US) Holdings, Inc. (formerly VNU, Inc.), a Delaware corporation (the “U.S. Entity” and, together with Lux Holdco, the “Company”).

RECITALS

A. It is the desire of the Company to assure itself of the continued services of the Executive by continuing to engage the Executive to perform services under the terms hereof.

B. The Company and Executive wish to amend and restate the Original Agreement to comply with Section 409A of the Internal Revenue Code.

C. The Executive desires to provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

1. Certain Definitions

(a) “2006 Prior Bonus” shall mean the annual cash incentive bonus that the Executive was eligible to earn from the Prior Employer in respect of 2006.

(b) “Accountants” shall have the meaning set forth in Section 10(e).

(c) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act; provided that, with respect to the Company, Affiliate shall not include any Principal Stockholder or any portfolio companies of the relevant Principal Stockholder.

(d) “Agreement” shall have the meaning set forth in the preamble hereto.

(e) “Annual Base Salary” shall have the meaning set forth in Section 3(a).

(f) “Annual Bonus” shall have the meaning set forth in Section 3(b).

(g) “Base Amount” shall have the meaning set forth in Section 10(b).

(h) “Base Price” shall mean the per share purchase price paid by the Principal Stockholders for their shares of the Common Stock, or the economic equivalent thereof.

(i) “BV” shall mean The Nielsen Company B.V. (formerly, VNU Group B.V.), a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid).

(j) “Cash Payment” shall have the meaning set forth in Section 10(c).

(k) The Company shall have “Cause” to terminate the Executive’s employment hereunder upon:

(i) The Executive’s willful misconduct with regard to the Company that results in a significant adverse impact on the Company; provided that no act or failure to act on the Executive’s part will be considered “willful” unless done, or omitted to be done, by the Executive not in good faith or without reasonable belief that his action or omission was in the best interests of the Company;

(ii) The Executive being indicted for, convicted of, or pleading nolo contendere to, a felony or intentional crime involving material dishonesty other than, in any case, vicarious liability or traffic violations;

(iii) The Executive’s conduct involving the use of illegal drugs in the workplace;

(iv) The Executive’s failure to attempt in good faith to follow a lawful directive of the Supervisory Board within ten (10) days after written notice of such failure; and/or

(v) The Executive’s breach of Sections 6 or 7(a), gross breach of Section 8, or breach of the Executive’s management stockholders’ agreement or the Executive’s other agreements with the Company, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Executive by the Company (to the extent that, in the reasonable judgment of the Supervisory Board, such breach can be cured by the Executive), so long as the breach (which shall be deemed to refer to all breaches in this paragraph) is (A) material and (B) results in a significant adverse impact on the Company; provided that the foregoing reference to other agreements shall not apply to any agreement, policy or similar standard agreement that is utilized by the Company on a basis beyond an individually negotiated agreement with the Executive.

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The Executive shall not be terminated for “Cause” unless reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Supervisory Board, and thereafter whether or not an event giving rise to “Cause” has occurred will be determined by the Supervisory Board reasonably and in good faith; provided that any such determination by the Supervisory Board shall be subject to de novo review by the arbitrator pursuant to Section 22 based on the facts thereof.

(l) “Change in Control” shall mean any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act), other than any of the Principal Stockholders or their Affiliates, obtains (i) direct or indirect beneficial ownership of more than fifty (50) percent of the voting rights of Lux Holdco, or any entity which is wholly-owned, directly or indirectly, by Lux Holdco and which has materially the same direct or indirect ownership of all direct and indirect subsidiaries of Lux Holdco as does Lux Holdco, or (ii) all or substantially all of the assets of the Group (excluding, for the avoidance of doubt, a transaction or series of transactions involving the sale of only (A) the assets of the entities comprising the Business Information division of the Group, in combination with (B) the assets of either (x) the entities comprising the Marketing Information division of the Group or (y) the entities comprising the Media Measurement and Information division of the Group, in each case as such applicable division is constituted from time to time).

(m) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(n) “Common Stock” shall mean ordinary shares of Valcon Acquisition Holding B.V.

(o) “Company” shall have the meaning set forth in the preamble hereto.

(p) “Company SERP” shall have the meaning set forth in Section 3(g).

(q) “Compensation Committee” means the compensation committee of the Supervisory Board, or if no such committee exists, the Supervisory Board or its Executive Committee.

(r) “Competitive Entity” shall have the meaning set forth in Section 6(a)(i).

(s) “Date of Termination” shall mean the date on which the Executive’s employment with the Company ceases in accordance with the other terms of this Agreement, and subject to Section 11(d).

(t) “Delay Period” shall have the meaning set forth in Section 11(b).

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(u) A “Disability” shall have occurred when the Executive has been unable to perform his material duties because of physical or mental incapacity for a period of at least 180 consecutive days, as determined by a medical doctor mutually agreed upon by the parties hereto.

(v) “Dutch Bidco” shall mean Valcon Acquisition B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid).

(w) “Effective Date” shall have the meaning set forth in the preamble hereto.

(x) “Equity” shall mean the Executive’s Options, the shares of Common Stock issued upon the exercise of such Options, and any other shares of Common Stock acquired by the Executive, which shares are subject to a stockholders’ agreement that provides for certain rights and restrictions, including, without limitation, customary tag-along and piggyback registration rights on behalf of the Executive, customary drag-along and other rights on behalf of the Company and/or the Principal Stockholders, and restrictions concerning voting rights and transferability, which restrictions may lapse based on duration of employment with the Company, Company performance and individual performance, as described in more detail in the summary of terms and conditions in Exhibit B of the Original Agreement.

(y) “Equity Plan” shall mean the equity incentive plan established (as amended from time to time) with respect to the Common Stock. Lux Holdco agreed to cause Valcon Acquisition Holding B.V. or such other applicable member of the Group, to use its reasonable best efforts to establish the Equity Plan, in such form as determined by the Supervisory Board after good faith consultation with the Executive and reasonably consistent with the applicable terms set forth in this Agreement, on or prior to September 30, 2006.

(z) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(aa) “Excise Tax” shall have the meaning set forth in Section 10(a).

(bb) “Executive” shall have the meaning set forth in the preamble hereto.

(cc) “Executive Board” shall mean the Executive Board of Directors of the BV.

(dd) “Extension Date” shall have the meaning set forth in Section 3(f)(i).

(ee) “Extension Term” shall have the meaning set forth in Section 2(b).

(ff) “Forfeited Options” shall mean any Prior Vested Options that, in connection with the Executive’s termination of employment with the Prior Employer, the Prior Employer does not permit the Executive to exercise, or the Executive cannot both exercise and sell the stock underlying, prior to the expiration thereof, because of applicable Prior Employer securities law purchase and sale limitations.

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(gg) The Executive shall have “Good Reason” to resign his employment upon the occurrence of any of the following:

(i) Failure of the Company to continue the Executive in the positions of Chief Executive Officer and Chairman of the Executive Board (or, if applicable and consistent with Section 2(c)(ii), of the Supervisory Board) or any other failure to elect or to continue the Executive in any position contemplated by Section 2(c)(iii); provided that failure to elect or appoint the Executive, or to continue the Executive’s election or appointment, as Chairman of the Supervisory Board shall not constitute “Good Reason” if prohibited by, or impracticable under, law or prevailing corporate practice;

(ii) A material diminution in the nature or scope of the Executive’s responsibilities, duties or authority;

(iii) The Company’s material breach of the employment agreement or other agreements with the Executive which results in a significant adverse impact upon the Executive;

(iv) The Executive is not elected or appointed to (or not re-elected to or re-appointed to or removed from) the Executive Board (or, if applicable and consistent with Section 2(c)(ii), the Supervisory Board); provided that failure to elect or appoint the Executive, or to continue the Executive’s election or appointment, as Chairman of the Supervisory Board shall not constitute “Good Reason” if prohibited by, or impracticable under, law or prevailing corporate practice;

(v) The relocation by the Company of the Executive’s primary place of employment with the Company to a location outside of New York City, Westchester, New York or Fairfield County, Connecticut;

(vi) The failure of the Company to obtain the assumption in writing delivered to the Executive of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company; or

(vii) The failure of the Company to timely pay to the Executive any significant amounts due under the terms of this Agreement;

in any case of the foregoing, that remains uncured after ten (10) business days after the Executive has provided the Company written notice that the Executive believes in good faith that such event giving rise to such claim of Good Reason has occurred, so long as such notice is provided within ninety (90) days after such event has first occurred.

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Notwithstanding the foregoing, a termination of employment by the Executive for any reason pursuant to a Notice of Termination given during the thirty (30) day period immediately following the first anniversary of the occurrence of a Change in Control shall be deemed to be a termination of employment for Good Reason.

(hh) “Gross-Up Payment” shall have the meaning set forth in Section 10(a).

(ii) “Group” shall mean Lux Holdco and any of its direct and indirect subsidiaries and Affiliates (including, without limitation, the U.S. Entity), together with any successor thereto.

(jj) “Initial Term” shall have the meaning set forth in Section 2(b).

(kk) “Lux Holdco” shall have the meaning set forth in the preamble.

(ll) “Make Whole Payment” shall have the meaning set forth in Section 3(d).

(mm) “New Business” shall have the meaning set forth in Section 6(a)(i).

(nn) “Notice of Termination” shall have the meaning set forth in Section 4(b).

(oo) “Option” shall mean an option to purchase shares of the Common Stock pursuant to the Equity Plan.

(pp) “Parachute Payment” shall have the meaning set forth in Section 10(a).

(qq) “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(rr) “Prior Employer” shall mean the Executive’s employer as of August 22, 2006.

(ss) “Prior SERP” shall mean the supplemental executive retirement plan provided by the Prior Employer for the benefit of the Executive.

(tt) “Prior Vested Options” shall mean the Executive’s vested in-the-money stock options granted by the Prior Employer, which were outstanding as of August 22, 2006 and do not otherwise expire by their terms prior to the date of the Executive’s termination of employment with the Prior Employer (other than by reason of the termination of the Executive’s employment with the Prior Employer).

(uu) “Principal Stockholders” shall mean each of the “Investors” (as defined in the Shareholders’ Agreement), but in any event shall include each of AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co, and Thomas H. Lee Partners, or their successors, so long as they remain investors under the Shareholders’ Agreement.

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(vv) “Proprietary Information” shall have the meaning set forth in Section 7.

(ww) “Pro-Rate Factor” shall mean a fraction, (i) the numerator of which is equal to the number of days that the Executive is employed by the Company during the calendar year in which the Executive’s employment with such employer commences or terminates, as applicable, and (ii) the denominator of which is the number of days in such calendar year.

(xx) “Reduced Payment” shall have the meaning set forth in Section 10(c).

(yy) “Related Agreements” shall have the meaning set forth in Section 18.

(zz) “Restricted Stock” shall mean restricted shares of the Common Stock granted pursuant to the Equity Plan.

(aaa) “Section 409A” shall have the meaning set forth in Section 11(a).

(bbb) “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

(ccc) “Severance Period” shall mean the period beginning on the Date of Termination and ending on the earlier to occur of (i) the second anniversary of the Date of Termination, or (ii) the first date of the Executive’s violation of any covenant contained in Sections 6 or 7(a) or gross violation of any covenant contained in Section 8, which, in each case, the violation is (A) material and (B) results in a significant adverse impact on the Company and has not been corrected within ten (10) days of receipt of written notice by the Executive.

(ddd) “Shareholders’ Agreement” shall mean that certain Shareholders’ Agreement Regarding VNU Group B.V., to be entered into by and among Lux Holdco, Valcon Acquisition Holding B.V., Dutch Bidco, and the other parties thereto.

(eee) “Signing Bonus” shall have the meaning set forth in Section 3(c).

(fff) “Signing Bonus Installment” shall have the meaning set forth in Section 3(c).

(ggg) “Stock Purchase Amount” shall have the meaning set forth in Section 3(f)(i).

(hhh) “Supervisory Board” shall mean the Board of Supervisory Directors of the BV.

(iii) “Term” shall have the meaning set forth in Section 2(b).

(jjj) “Total Payment” shall have the meaning set forth in Section 10(e).

(kkk) “U.S. Entity” shall have the meaning set forth in the preamble hereto.

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2. Employment

(a) Employment. The Company shall continue to employ the Executive and the Executive shall continue his employment with the Company for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided.

(b) Term. The initial term of employment under this Agreement (the “Initial Term”) is for the period beginning on the Effective Date and ending on December 31, 2011, unless earlier terminated as provided in Section 4. The employment term hereunder shall automatically be extended for successive one-year periods (each, an “Extension Term” and, collectively with the Initial Term, the “Term”) unless either party gives notice of non-extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.

(c) Position and Duties.

(i) The Executive shall continue to serve as Chief Executive Officer of the Company with the responsibilities, duties and authority customarily associated with such positions in a company the size and nature of the Company and such other responsibilities, duties and authority commensurate with such positions, as may from time to time be assigned to the Executive by the Supervisory Board. Such duties, responsibilities and authority may include services as chairman or chief executive officer for one or more members of the Group. The Executive shall report to the Supervisory Board. The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company, and the Executive shall not serve on any corporate, industry or civic boards or committees without the prior consent of the Supervisory Board; provided that the Executive shall be permitted to continue to serve in the positions set forth on
Exhibit A attached hereto, and on any charitable board, so long as such service on any such corporate, industry, civic or charitable board, does not meaningfully interfere with the Executive’s duties hereunder or violate any covenant contained in Section 6, 7 or 8.

(ii) As of the Effective Date, the Principal Stockholders have caused the Executive to be appointed or elected as Chairman of the Executive Board. During the Term, the Executive Board shall propose the Executive for re-election to the Executive Board, and cause the Principal Stockholders to cause Dutch Bidco to vote all of its shares of Common Stock in favor of such re-election. The Executive shall serve as a member and Chairman of the Supervisory Board, in the event of a change in current Dutch corporate governance practice or the Company’s relocation to another jurisdiction, such that the Executive’s service in such positions is permissible, and not impracticable, in the applicable corporate governance context.

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(iii) It is the intent of this Agreement (which intent shall be effected by the Company) that if the Company becomes a public entity, the Executive shall become the chairman and chief executive officer of such resulting public entity (other than as otherwise prohibited by law or, with regard to the position of chairman, impracticable under prevailing corporate practice) and that prior to any such public status, the Executive shall be chairman and chief executive officer of each of the senior operating companies of the Group (other than as otherwise prohibited by law or, with regard to the position of chairman, impracticable under prevailing corporate practice).

(iv) The Executive’s principal place of employment shall be the offices of TNC (US) Holdings, Inc. in New York, New York.

3. Compensation and Related Matters

(a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate as of the Effective Date of $1,500,000 per annum, and which shall be paid in accordance with the customary payroll practices of the Company (as increased from time to time, the “Annual Base Salary”). The rate of the Annual Base Salary shall be reviewed annually by the Compensation Committee and may be increased, but not decreased, upon such review.

(b) Annual Bonus. With respect to each of the Company’s fiscal years that end during the Term, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) as a participant in the bonus fund under the Company’s Executive Incentive Program, as amended from time to time. The Supervisory Board shall make all qualitative determinations necessary under that Program, including, but not limited to, an assessment of the Executive’s individual performance, when determining the amount of the Annual Bonus. The Annual Bonus shall be paid in the calendar year following the calendar year in which it is earned.

(c) Signing Bonus. The Executive shall receive a signing bonus of $10,613,699 (the “Signing Bonus”), paid in installments (each, a “Signing Bonus Installment”) on the last day of each of the calendar years 2006 through 2011, subject, except as set forth below, to the Executive’s continuous employment with the Company through the applicable payment date.

(i) Each Signing Bonus Installment shall be an amount equal to $10,613,699, multiplied by a fraction, (A) the numerator of which is equal to the number of days during the applicable calendar year that the Executive is employed by the Company, and (B) the denominator of which is equal to the total number of days from the Effective Date through December 31, 2011; provided that the amount of the Signing Bonus Installment paid on December 31, 2006, shall be offset by any amount in excess of $1,513,562 that was received by the Executive from the Prior Employer in respect of his 2006 cash incentive bonus in respect of 2006 (the “2006 Prior Bonus”).

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(ii) Upon a termination of the Executive’s employment hereunder prior to an applicable payment date, (A) the Executive shall receive an amount equal to the Signing Bonus Installment due on the next applicable payment date, paid at such time it would otherwise have been paid if the Executive continued employment, multiplied by a fraction, (1) the numerator of which is equal to the number of days that the Executive is employed by the Company during the year in which such termination occurs, and (2) the denominator of which is 365, and (B) any remaining unpaid portion of the Signing Bonus shall thereupon be forfeited.

(d) Make Whole Payment. In respect of the Executive’s outstanding long-term incentive, restricted stock unit and stock option awards granted by the Prior Employer, the Executive received a cash lump sum payment of $20,000,000, less certain specified amounts (the “Make Whole Payment”), paid on the date of, and just prior to, the Executive’s investment of the Stock Purchase Amount (as described in Section 3(f)(i)), as set forth in the Original Agreement.

(e) Additional Make Whole Payment. In respect of the Executive’s 2006 Prior Bonus (as described in Section 3(c)(i) above) and any Prior Vested Options that become Forfeited Options, the Company paid to the Executive a cash payment (the “Additional Make Whole Payment”) on the date of, and just prior to, the Executive’s investment of the Stock Purchase Amount (as described in Section 3(f)(i)), as set forth in the Original Agreement.

(f) Equity Participation.

(i) The Executive invested $20,000,000 in cash (the “Stock Purchase Amount”) (of which $10,000,000 was obtained from the after-tax proceeds from the Make Whole Payment) in shares of the Common Stock at the per share purchase price paid by the Principal Stockholders for their shares of the Common Stock, or the economic equivalent thereof (the Base Price), subject to the terms and conditions set forth in Exhibit B of the Original Agreement.

(ii) As of date of the investment of the Stock Purchase Amount, and as a function of the amount thereof, the Executive has been granted Options, subject to the terms and conditions of Exhibit B of the Original Agreement. The Options were granted pursuant to an option agreement by and between the Company and the Executive, substantially in the form of Exhibit C to the Original Agreement. In the event that the Executive is required to make any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, by reason of the grant of any Equity or exercise of his rights thereunder, the Company shall promptly provide any necessary information and shall pay any filing and reasonable legal fees in connection therewith, and, to the extent that the Company is required to make any filing under such Act, it shall make such filing in a timely manner.

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(g) SERP. In respect of the Executive’s accrued benefits under the Prior SERP, the Executive is entitled to receive a supplemental retirement benefit from the Company (the “Company SERP”). The Company SERP provides a benefit in an amount equal to (as of August 22, 2006) $14,500,000, together with interest from December 31, 2006, at the rate of 5.05% per annum, less the actuarial equivalent (determined on the same basis as the foregoing $14,500,000 amount) with regard to any amount that the Executive receives or is entitled to receive in the future pursuant to the Prior SERP. Subject to Section 11, the Executive’s benefit under the Company SERP shall be paid in a cash lump sum on the earlier to occur of January 1, 2012, or the Executive’s termination of employment hereunder. The Executive will be fully vested at all times in his benefits under the Company SERP.

(h) Benefits. During the Term, the Executive (and his eligible dependents) shall be entitled to participate in employee benefit plans, programs, practices and arrangements of the Company (including, without limitation, retirement, health insurance, sick leave and other benefits) consistent with the terms thereof, as in effect from time to time.

(i) Vacation. During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies applicable to senior executives of the Company, but in no event less than five (5) weeks per year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.

(j) Expenses. During the Term the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s expense reimbursement policy and in accordance with Section 11(e), which policy shall provide for travel and entertainment at a level commensurate with the Executive’s position.

(k) Legal Fees. The Company shall pay all reasonable attorneys’ fees and disbursements incurred by the Executive in connection with the negotiation of (i) this Agreement, up to a maximum of $75,000, and (ii) the negotiation of any other agreements documenting the Executive’s initial equity arrangements with the Company and concomitant revisions of this Agreement. To the extent that the foregoing payments are treated as taxable income to the Executive, the Company shall provide the Executive with a payment in an amount such that the Executive has no after tax cost for such payments.

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4. Termination

The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a) Circumstances.

(i) Death. The Executive’s employment hereunder shall terminate upon his death.

(ii) Disability. If the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment, in which case the Executive’s employment with the Company shall terminate effective on the thirtieth (30^th) day after the receipt of such notice by the Executive; provided that prior to the effective date of such termination, the Executive shall not have returned to full-time performance of his duties; provided, further, that until such termination, the Executive shall continue to receive his full compensation and benefits. Notwithstanding the foregoing, in the event that as a result of absence because of mental or physical incapacity Executive incurs an earlier “separation from service” within the meaning of Section 409A, the Executive shall on such date automatically be terminated from employment as a Disability termination.

(iii) Termination for Cause. The Company may terminate the Executive’s employment for Cause.

(iv) Termination without Cause. The Company may terminate the Executive’s employment without Cause.

(v) Resignation for Good Reason. The Executive may resign his employment for Good Reason.

(vi) Resignation without Good Reason. The Executive may resign his employment without Good Reason upon not less than forty-five (45) days advance written notice to the Supervisory Board.

(vii) Non-extension of Term by the Company. The Company may give notice of non-extension to the Executive pursuant to Section 2(b). Such non-extension by the Company shall constitute termination by the Company without Cause as of the end of the then-applicable Term.

(viii) Non-extension of Term by the Executive. The Executive may give notice of non-extension to the Company pursuant to Section 2(b).

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (other than termination pursuant to Section 4(a)(i) (Death)) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of

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Termination which, if submitted by the Executive, shall be at least forty-five (45) days in the case of a termination by the Executive without Good Reason, or fifteen (15) days in the case of a termination by the Executive for Good Reason, following the date of such notice (a “Notice of Termination”); provided, however, that the Company may, in its sole discretion, accelerate the Date of Termination to any date following the Company’s receipt of the Notice of Termination from the Executive by written notice to the Executive. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date within thirty (30) days thereafter elected by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination (which Notice of Termination asserts a bona fide, good faith claim of Cause or Good Reason, as the case may be) any fact or circumstance which contributes to a showing of unrelated Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting in good faith such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder; provided, however, that such fact or circumstance was unknown to the notifying party (which, in the case of the Company, shall mean the Supervisory Board) at the time of the giving of such Notice of Termination.

(c) Company Obligations upon Termination (including due to death or Disability). Upon termination of the Executive’s employment (including due to the Executive’s death or Disability), the Executive (or the Executive’s estate) shall be entitled to receive, and the Company: (i) shall pay (within the sixty (60) day period after termination) any amount of the Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) shall promptly reimburse (in no event later than the period set forth in Section 11(e)) any expenses owed to the Executive under Section 3(j), (iii) shall pay (within the sixty (60) day period after termination) any accrued vacation pay owed to the Executive pursuant to
Section 3(i), (iv) shall pay any accrued and unpaid Annual Bonus for the immediately preceding year (except upon a termination of the Executive’s employment by the Company for Cause or by the Executive without Good Reason) when it would otherwise have been paid if the Executive continued employment. (v) shall provide the portion of the Signing Bonus owed to the Executive pursuant to Section 3(c)(ii) when it would otherwise have been paid if the Executive continued employment. (vi) shall pay within the sixty (60) day period after termination the SERP benefit owed to the Executive pursuant to Section 3(g), (vii) shall pay any amount arising from the Executive’s participation in, or benefits under any employee benefit plans, programs or arrangements under Section 3(h), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements including, where applicable, any death and disability benefits, and (viii) shall pay or provide any other payments, continued benefits or rights specifically provided pursuant to written agreement with the Company to continue following the Executive’s termination of employment, in accordance with the terms of Sections 10, 11 and 13.

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5. Severance Payments. If the Executive’s employment shall be terminated due to death pursuant to Section 4(a)(i), due to Disability pursuant to Section 4(a)(ii), by the Company without Cause pursuant to Section 4(a)(iv), by the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), or due to the Company’s non-extension of the Term pursuant to Section 4(a)(vii), the Company shall provide the Executive with the following payments and benefits, subject to Section 11; provided, however, that severance provided pursuant to this Agreement shall be contingent upon the Executive’s execution and expiration of the revocation period without revocation, within sixty (60) days following the effective date of termination, of a general waiver and release of claims by the Executive against the Company and its affiliates substantially in the form attached hereto as Exhibit B, and such severance amounts shall be paid or commence to be paid (unless due later pursuant to Section 11(b)) on the sixtieth (60^th) day following the Executive’s date of termination: (with a lump sum payment of any installments due prior to such date paid as part of the initial payment).

(a) a cash severance payment equal to two times the sum of (i) the Executive’s Annual Base Salary, as in effect for the year in which such termination occurs and (ii) $2,000,000; provided, however, that such severance payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. The cash severance payment shall be paid in equal installments over the Severance Period, in accordance with the normal payroll practices of the Company;

(b) the Annual Bonus for the year in which such termination occurs (based on the Company’s performance in relation to the applicable performance targets, as determined in good faith by the Compensation Committee), multiplied by the Pro-Rate Factor (as applicable to the Executive’s employment with the Company) and paid at such time as the Executive’s Annual Bonus would otherwise have been paid;

(c) the Company shall pay the Executive a monthly amount equal to the applicable COBRA premiums for the Executive and dependents including medical, dental and prescription drug coverage for the Executive and dependents for the period from the Date of Termination until the earlier of (i) the end of the Severance Period or (ii) the date on which the Executive receives comparable benefits from a subsequent employer (the “Covered Period”); provided, however, that if there are any delayed payment requirements for the first sixty (60) days or six (6) months after the Date of Termination, the amounts for such period shall be payable in lump sum immediately after the end of the delay, and further provided, that to the extent the Executive incurs tax that the Executive would not have incurred as an active employee as a result of the aforementioned coverage, the Executive shall receive from the Company at the same time, an additional gross-up payment in the amount necessary so that the Executive will have no after tax cost for receiving such payment or any additional payment; and

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(d) during the Covered Period, continuation of death and disability benefits Executive had at the Date of Termination.

6. Non-Competition; Non-Solicitation; No-Hire

(a) The Executive shall not, at any time during the Term or during the two-year period following the Date of Termination (the “Restricted Period”):

(i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter delivered to the Executive within thirty (30) days of the date of the Original Agreement (August 22, 2006) (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17).

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(ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or

(iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no

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violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company.

(b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(c) As used in this Section 6, the term “Company” shall only include Lux Holdco and its Affiliates.

(d) The provisions contained in Section 6(a) may be altered and/or waived with the prior written consent of the Supervisory Board or the Compensation Committee.

7. Nondisclosure of Proprietary Information

(a) Except as deemed desirable by the Executive in the good faith performance of the Executive’s duties hereunder or pursuant to Section 7(c), the Executive shall, during the Term and in perpetuity after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not generally known within the relevant trade or industry or in the public domain (other than by means of the Executive’s improper direct or indirect disclosure of such Proprietary Information) or is available, or becomes available to the Executive on a non-confidential basis, but only if the Executive has a reasonable good faith belief that such information is public, and such information is continued to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the

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Proprietary Information identified herein may be important, material and may affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. Notwithstanding the foregoing, the Executive may retain documents relating to his personal compensation and entitlements and his personal rolodex.

(c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the prompt written notice thereof, shall, as much in advance of the return date as reasonably possible, make available to the Company and its counsel the documents and other information sought, and shall reasonably assist, at the Company’s expense, such counsel in resisting or otherwise responding to such process.

(d) As used in this Section 7, the term “Company” shall only include Lux Holdco and its Affiliates.

8. Non-Disparagement

(a) Each of the parties hereto agrees that at no time during the Executive’s employment by the Company or at any time within two (2) years thereafter shall such party (and, in the case of the Company, its officers and the members of the Executive Board, and board of directors of Lux Holdco) make, or cause or assist any other person to make, with intent to damage, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party (including, in the case of Lux Holdco, any of its directors or officers).

(b) Notwithstanding the foregoing, nothing in this Section 8 shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements, or (ii) making any truthful statement (A) to the extent necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (B) to the extent required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information, (C) that is a normal comparative statement in the context of advertising, promotion or solicitation of customers, without reference to the Executive’s prior relationship with the Company, or (D) as the Executive deems reasonably desirable in the good faith performance of his duties with the Company.

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9. Injunctive Relief

It is recognized and acknowledged by the Company and the Executive that a breach of the covenants contained in Sections 6, 7 and 8 may cause irreparable damage to the Company and its goodwill and, with respect to Section 8, the Executive, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Company and the Executive agree that in the event of a breach of any of the covenants contained in Sections 6, 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company or the Executive, as applicable, will be entitled to specific performance and injunctive relief.

10. Parachute Payments and Excise Taxes

(a) So long as the Company is described in Section 280G(b)(5)(A)(ii)(I) of the Code, if any payment or benefit (within the meaning of Section 280G(b)(2) of the Code), to the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “Parachute Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive additional payments (a “Gross-Up Payment”) in an amount equal to the Excise Taxes imposed upon the Parachute Payment and the Gross-Up Payment. Except as expressly provided in this Section 10(a), the Executive shall not be entitled to any additional payments in connection with any Parachute Payments or Gross-Up Payments, including any reimbursement for the income tax thereon.

(b) If the Company is not described in Section 280G(b)(5)(A)(ii)(I) of the Code, and if the Executive shall become entitled to a Parachute Payment, which Parachute Payment will be subject to the Excise Tax, subject to Section 10(e) below, then the Company shall pay to the Executive at the time specified below (i) a Gross-Up Payment such that the net amount retained by the Executive, after deduction of any Excise Tax on the Parachute Payment and any U.S. federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph, but before deduction for any U.S. federal, state, and local income or payroll tax on the Parachute Payment, shall be equal to the Parachute Payment, and (ii) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income multiplied by the actual applicable rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

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(c) Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that if the Parachute Payment (other than that portion valued under Treasury Regulation Section 1.280G, Q&A 24(c)) (the “Cash Payment”) is reduced by the amount necessary such that the receipt of the Cash Payment would not give rise to any Excise Tax (the “Reduced Payment”) and the Reduced Payment would not be less than ninety percent (90%) of the Cash Payment, then no Gross-Up Payment shall be made to the Executive and the Cash Payments, in the aggregate, shall be reduced to the Reduced Payments. If the Reduced Payment is to be effective, payments shall be reduced in the following order (i) any cash severance based on a multiple of Annual Base Salary or Annual Bonus, (ii) any other cash amounts payable to the Executive, (iii) any benefits valued as parachute payments, (iv) acceleration of vesting of any stock options for which the exercise price exceeds the then fair market value, and (v) acceleration of vesting of any equity not covered by subsection (iv) above, unless the Executive elects another method of reduction by written notice to the Company prior to the change of ownership or effective control.

(d) In the event that the Internal Revenue Service or court ultimately makes a determination that the excess parachute payments plus the base amount is an amount other than as determined initially, an appropriate adjustment shall be made with regard to the Gross-Up Payment or Reduced Payment, as applicable to reflect the final determination and the resulting impact on whether the preceding Section 10(c) applies.

(e) For purposes of determining whether any of the Parachute Payments and Gross-Up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”), there is a reasonable reporting position that such Total Payments (in whole or in part) either do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. To the extent permitted under Revenue Procedure 2003-68, the value determination shall be recalculated to the extent it would be beneficial to the Executive. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as they are requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive.

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(f) For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay U.S. federal income taxes at the Executive’s actual rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the Executive’s actual rate of taxation in the state and locality of the Executive’s residence for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-Up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed the interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if the Executive’s claim for refund or credit from such tax authority is denied.

(g) In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

(h) The Gross-up Payment or portion thereof provided for above shall be paid, subject to Section 11, not later than the sixtieth (60^th) day following a change in ownership or effective control covered by Section 280G(b)(2) of the Code that subjects the Executive to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such

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payments and shall pay the remainder of such payments, subject to further payments pursuant to Section 10(d), as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth (90^th) day after the occurrence of the event subjecting the Executive to the Excise Tax. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, subject to Section 10(l), such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5^th) day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(i) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), but the Executive shall control any other issues unrelated to the Excise Tax. In the event that the issues are interrelated, the Executive and the Company shall in good faith cooperate. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and his representative shall cooperate with the Company and its representative.

(j) The Company shall be responsible for all charges of the Accountant.

(k) The Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this provision.

(l) Nothing in this Section 10 is intended to violate the Sarbanes-Oxley Act and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Executive and the repayment obligation null and void.

11. Section 409A

(a) Compliance With 409A. The parties hereby agree that the provisions of this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A and modifying it would avoid such additional tax, the Company shall, after consulting with the Executive, reform such provision to comply with or avoid application of Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A.

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(b) Six Month Wait for Specified Employees. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination of his employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion.

(c) Indemnification. Solely with respect to the Equity, but, for the avoidance of doubt, excluding any other compensation or benefits provided by the Company to the Executive, whether under this Agreement or otherwise, the Company shall indemnify and hold harmless, on an after-tax basis, the Executive from and against any accelerated or additional tax (including interest and penalties with respect thereto) that may be imposed on the Executive by reason of Section 409A.

(d) Termination as a Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of Sections 1, 3, 4, 5, 10 and any other provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service.

(e) Payment Period for Reimbursements, In-Kind Benefits and Tax Gross-Up Payments. All reimbursements for costs and expenses pursuant to Sections 3(h), 3(j), 3(k) and any other applicable provision of this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall

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not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. Tax gross-up payments pursuant to Sections 3(k), 10 and any other applicable provision of this Agreement shall be paid no event later than the end of the calendar year following the calendar year in which the Executive pays such tax.

(f) Payments Within Specified Number of Days. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(g) Installments as Separate Payment. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

12. Assignment and Successors

The provisions of this Agreement shall be binding on and shall inure to the benefit of any successor in interest to the Company. Neither this Agreement nor any of the rights, duties or obligations of the Executive shall be assignable by the Executive, nor shall any of the payments required or permitted to be made to the Executive by this Agreement be encumbered, transferred or in any way anticipated, except as required by applicable laws. This Agreement shall not be terminated solely by reason of the merger or consolidation of the Company with any corporate or other entity or by the transfer of all or substantially all of the assets of the Company to any other person, corporation, firm or entity; provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the rights and duties of the Company as contained in this Agreement, either contractually or as a matter of law; provided, further, that no assignment of this Agreement shall be permitted other than in such instance. However, all rights of the Executive under this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, estates, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive hereunder shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs or representatives.

13. Indemnification and Insurance; Legal Expenses

During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than in connection with the Executive’s gross

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negligence or willful misconduct), and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, the Executive shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its Affiliates or his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement); provided that the Executive shall, in all cases, be entitled to such Directors and Officers Insurance coverage no less favorable than that (if any) provided to any other present or former director or officer of the Company.

14. Governing Law

This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the state of New York, without reference to the principles of conflicts of law of New York or any other jurisdiction, and where applicable, the laws of the United States. Subject to Section 22, any dispute arising out of this Agreement or any matter related hereto may be brought in the courts of New York County, New York or in the United States District Court for the Southern District of New York, and, by execution and delivery of this Agreement, the Company and the Executive accept the jurisdiction of said courts, agree to service of process by registered or certified mail, and irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the respective parties to this Agreement.

15. Validity

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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16. Notices

Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows (or to any other address as any party shall have specified by notice in writing to the other party):

(a) If to the Company:

The Nielsen Company B.V.

Ceylonpoort 5

2037 AA Haarlem

The Netherlands

Fax.: +31 23 546 3938

Attn: Chairman of the Executive Committee of the Supervisory Board

and

The Nielsen Company B.V.

Ceylonpoort 5

2037 AA Haarlem

The Netherlands

Fax.: +31 23 546 3938

Attn: Chairman of the Compensation Committee

with a copy to:

Latham & Watkins, LLP

885 Third Avenue

New York, New York 10022-4802

Fax: (212) 751-4864

Attn: Jed Brickner

(b) If to the Executive, to the address last shown on the records of the Company.

17. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

18. Entire Agreement

The terms of this Agreement and the other agreements and instruments contemplated hereby or referred to herein (collectively, the “Related Agreements”) are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including without limitation any term sheet or similar agreement entered into between the Company and the Executive). The parties further intend that this Agreement and the Related Agreements shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement and the Related Agreements.

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19. Amendments; Waivers

This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer or director of the Company which expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and similarly identifying the waived compliance, the Executive or a duly authorized officer or director of the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

20. No Inconsistent Actions

The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

21. Construction

This Agreement shall be deemed drafted equally by the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

22. Arbitration

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company or the Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6, 7 and 8 of the Agreement, as applicable, and the Company and the Executive hereby consent that such restraining order or injunction may be granted without requiring the Company

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to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this Section 22, (x) if the arbitrator determines that the Executive is the prevailing party in such action, the Company shall be required to pay the reasonable attorney’s fees and expenses of the Executive in connection with such arbitration, as well as the arbitrator’s full fees and expenses and (y) if the Company prevails in such action or if, in the opinion of the court or arbitrator deciding such action, there is no prevailing party, each party shall pay his or its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be borne equally by the parties thereto. Payments hereunder shall be made within sixty (60) days after the arbitrator’s decision.

23. No Mitigation; No Offset

The Executive shall not be required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement. The payments provided pursuant to this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination or otherwise. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.

24. Enforcement

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

25. Withholding

The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

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26. Employee Acknowledgement

The Company and the Executive acknowledge that they have read and understand this Agreement, are fully aware of its legal effect, have not acted in reliance upon any representations or promises made by the Company or the Executive other than those contained in writing herein, and have entered into this Agreement freely based on their own judgment.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement as of the date first written above.

VALCON ACQUISITION HOLDING (LUXEMBOURG) S.À. R.L.
By:	/s/ James A. Attwood Jr.
	Name: James A. Attwood Jr.
	Title:   Managing Director

TNC (US) HOLDINGS, INC. (FORMERLY VNU, INC.)
By:	/s/ James W. Cuminale
	Name: James W. Cuminale Title:   Chief Legal Officer

EXECUTIVE
By:	/s/ David L. Calhoun
	David L. Calhoun

Exhibit A

Board and Committee Positions

Board of Medtronic, Inc.

Exhibit B

Form of Release

David L. Calhoun (the “Executive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue The Nielsen Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (Besloten Vennootschap met Beperkte Aansprakelijkheid) (the “Company”), the Company’s past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, in such capacities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, and the successors of the Company or any of the foregoing entities, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which the Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to                          (or, with respect to claims of disparagement, arising or occurring on or prior to the date this Release is executed), arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) the Executive’s employment with the Company or the termination thereof or (b) the Executive’s status at any time as a holder of any securities of the Company, and any and all claims arising under the law of the United States, any other country, or any state, or locality relating to employment, or securities, including, without limitation, claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar statutes, ordinances, and regulations of the United States, any other country, or any state or locality; provided, however, notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) amounts owed to or rights available for the Executive under Sections 3, 4 or 5 of that certain Employment Agreement dated [                    ], 2006, by and between the Company and the Executive (the “Employment Agreement”), any obligation assumed under Sections 8, 10, 11 or 13 of the Employment Agreement by any party thereto, and amounts or rights under any other agreement that by their terms imply continuation after termination of employment, and (y) benefit claims under employee pension benefit plans in which the Executive is a participant by virtue of his employment with the Company or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by the Executive.

The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). The Executive understands and warrants that he has been given a period of twenty-one (21) days to review and consider this Release. The Executive is hereby advised to consult with an attorney prior to executing the

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Release. By his signature below, the Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release. The Executive further warrants that he understands that he may use as much or all of his twenty-one (21)-day period as he wishes before signing, and warrants that he has done so.

The Executive further warrants that he understands that he has seven (7) days after signing this Release to revoke the Release by notice in writing to [            ]. This Release shall be binding, effective, and enforceable upon both parties upon the expiration of this seven-day revocation period without [            ] having received such revocation, but not before such time.

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EX-10.22(A)

Exhibit 10.22(a)

Execution Copy

SEVERANCE AGREEMENT

Itzhak Fisher

SEVERANCE AGREEMENT (the “Agreement”) dated June 4, 2007 by and between The Nielsen Company B.V. and The Nielsen Company (US), Inc. (the “Company”) and Itzhak Fisher (the “Executive”).

The Company desires to induce Executive to continue to provide services to the Company by providing the Executive protection in the event of a termination of the Executive’s active service in certain circumstances, and Executive desires to continue to provide services to the Company and to accept such protection.

In consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Term. This Agreement shall be effective for a period commencing on the date of this Agreement and ending on June 4, 2008 (the “Term”); provided, however, that commencing with June 4, 2008 and on each anniversary thereof (each an “Extension Date”), the Term shall automatically be extended for an additional twelve (12) month period, unless the Company or Executive provides the other party hereto twelve (12) month’s prior written notice before the next Extension Date that the Term shall not be so extended.

2. Termination of Service.

a. By the Company without Cause or by Executive for Good Reason. If, during the Term, Executive’s active service with the Company and its affiliates is terminated by the Company without Cause or by Executive’s resignation for Good Reason (as each such term is defined in Section 3 below), subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall be entitled to receive:

(i) a cash severance payment equal to one (1) times the Executive’s annual rate of base salary, as in effect prior to the date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twenty four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled; and

(ii) the annual cash bonus that the Executive would have received, if the Executive had continued to provide services to the Company through the end of the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to the applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Committee of the Board of Supervisory Directors of The Nielsen Company B.V.), multiplied by the Pro-Rate Factor (as defined in Section 3 below) (as applicable to the Executive’s service with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive;

(iii) continuation of the Executive’s coverage under the Company’s health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination or continued payments to the Executive of the cost thereof, as applicable, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (i) the end of the Severance Period and (ii) the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination were non-taxable to the Executive) an after-tax basis;

(iv) all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of service (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; and

(v) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of termination.

b. By the Company for Cause or by Executive without Good Reason. If, during the Term, Executive’s active service with the Company and its affiliates is terminated by the Company for Cause or by Executive’s resignation without Good Reason, Executive shall be entitled to receive only those benefits described in Section 2(a)(iv) and (v) above.

c. Due to Executive’s Death or Disability. If, during the Term, Executive’s active service with the Company and its affiliates is terminated by the Company by reason of Executive’s death or Disability (as defined in Section 3 below), Executive or Executive’s estate (as the case may be) shall be entitled to receive only those payments and benefits described in Section 2(a)(ii), (iv) and (v) above.

d. Following Executive’s termination or resignation (as the case may be), except as set forth in this Section 2 and Section 5 below, Executive shall have no further rights to any other compensation or benefits under this Agreement or any other severance plan or arrangement maintained by the Company or any of its affiliates, except as otherwise provided under any stock option or management stockholder’s agreement entered into by and between Executive and the Company or any of its affiliates.

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3. Definitions. For purposes of this Agreement:

a. “Cause” shall mean

(i) Executive’s willful misconduct with regard to the Company;

(ii) Executive’s indictment for, conviction of, or plea of nolo contendere to (under the laws of the United States or any state thereof), a felony, a misdemeanor involving moral turpitude, or an intentional crime involving material dishonesty other than, in any case, vicarious liability;

(iii) Executive’s conduct involving the use of illegal drugs in the workplace;

(iv) Executive’s failure to attempt in good faith to follow a lawful directive of his or her supervisor within ten (10) days after written notice of such failure is delivered to Executive by the Company; and/or

(v) Executive’s material breach of the Executive’s Management Stockholders’ Agreement or the Executive’s other agreements with the Company, including without limitation the Engagement Letter, dated April 26, 2007, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Executive by the Company (to the extent that, in the reasonable judgment of the Company’s Supervisory Board, such breach can be cured by the Executive).

b. “Disability” shall mean the Executive’s physical or mental inability to perform substantially his or her duties to the Company for a period of 180 consecutive days as determined by an approved medical doctor. For this purpose, an approved medical doctor shall mean a medical doctor selected by the Company and the Executive. If the Company and the Executive cannot agree on a medical doctor, each party shall select a medical doctor and the two doctors shall select another medical doctor who shall be the sole medical doctor for this purpose.

c. “Good Reason” shall mean without Executive’s express written consent, the occurrence of any of the following circumstances:

(i) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority (other than any such diminution which may occur by reason of the corporate restructuring programs in effect as of the time of the Agreement); or

(ii) a reduction in Executive’s annual base salary and/or target annual incentive under the Company’s Annual Incentive Plan (“target AIP”) (excluding any reduction in Executive’s base salary and/or target AIP that is part of a plan to reduce compensation of comparably situated employees of the Company generally; provided that such reduction in Executive’s base salary and/or target AIP is not greater than ten percent (10%) of such base salary and/or target AIP);

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(iii) the relocation by the Company of Executive’s primary place of service with the Company to a location more than fifty (50) miles outside of Executive’s current principal place of service (which shall not be deemed to occur due to a requirement that Executive travel in connection with the performance of his or her duties);

(iv) the failure by the Company to renew the Term of this Agreement;

in any case of the foregoing, that remains uncured after ten (10) business days after Executive has provided the Company written notice that Executive believes in good faith that such event giving rise to such claim of Good Reason has occurred, so long as such notice is provided within ninety (90) days after such event has first occurred.

d. “Pro-Rate Factor” shall mean a fraction, (i) the numerator of which is equal to the number of days that the Executive has provided services to the Company during the calendar year in which the Executive’s service terminates, and (ii) the denominator of which is the number of days in such calendar year.

4. Notice of Termination. Any purported termination of service by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7(e) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and the date of termination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of service under the provision so indicated.

5. Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

6. Restrictive Covenants. As a condition to the payment of Executive’s severance in accordance with Sections 2(a) and 2(b) of this Agreement, Executive agrees to be bound by the restrictive covenants set forth in Exhibit B attached hereto and incorporated by reference herein.

7. Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to conflicts of laws principles thereof.

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b. Entire Agreement/Amendments. This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein, and during the Term supersedes all prior agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

c. No Waiver; Severability. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

d. Successor; Binding Agreement. The Company shall assign this Agreement and its obligations hereunder to any successor thereof. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

e. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

The Nielsen Company B.V.

45 Danbury Road

Wilton, CT 06897

Attention: Chief Legal Officer

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

f. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

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g. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by an compensation earned by Executive as the result of employment by or service to another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company, or otherwise.

h. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on next page.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

The Nielsen Company B.V.		Itzhak Fisher
By:	/s/ Thomas S. Kucinski		/s/ Itzhak Fisher
	Title: SVP – Global Compensation and Benefits

[Signature Page to Severance Agreement]

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EXHIBIT A

Form of Release

Itzhak Fisher (the “Executive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue The Nielsen Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (Besloten Vennootschap met Beperkte Aansprakelijkheid) (the “Company”), the Company’s past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, in such capacities, and employee benefit plans in which the Executive is or has been a participant by virtue of his service with the Company, and the successors of the Company or any of the foregoing entities, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which the Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date of this Release (or, with respect to claims of disparagement, arising or occurring on or prior to the date this Release is executed), arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) the Executive’s service with the Company or the termination thereof or (b) the Executive’s status at any time as a holder of any securities of the Company, and any and all claims arising under the law of the United States, any other country, or any state, or locality relating to employment, or securities, including, without limitation, claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar statutes, ordinances, and regulations of the United States, any other country, or any state or locality; provided, however, notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) amounts owed to or rights available for the Executive under that certain Severance Agreement dated June 4, 2007, by and between the Company and the Executive (the “Severance Agreement”) and (y) benefit claims under employee pension benefit plans in which the Executive is a participant by virtue of his service with the Company or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by the Executive.

The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). The Executive understands and warrants that he has been given a period of 21 days to review and consider this Release. The Executive is hereby advised to consult with an attorney prior to executing the Release. By his signature below, the Executive warrants that he has had the opportunity to do so and to be fully

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and fairly advised by that legal counsel as to the terms of this Release. The Executive further warrants that he understands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so.

The Executive further warrants that he understands that he has seven days after signing this Release to revoke the Release by notice in writing to the Chief Legal Officer of the Company. This Release shall be binding, effective, and enforceable upon both parties upon the expiration of this seven-day revocation period without such Chief Legal Officer having received such revocation, but if the Executive revokes the Release during such time, the Executive understands that the Executive will forfeit any rights he may have to any severance payments and benefits otherwise due under Section 2(a) of the Severance Agreement.

Executed this      day of                     , 20    

Itzhak Fisher

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EXHIBIT B

Restrictive Covenants

(1) Non-Competition; Non-Solicitation; No-Hire

(a) The Executive shall not, at any time during the Term or during the two-year period following the date of any termination of the Executive’s service (the “Restricted Period”):

(i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities (which term “entity” shall for purposes of this Exhibit B include any subsidiaries, parent entities or other affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter to be delivered to the Executive within thirty (30) days of the date hereof (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group (as defined below)); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of a Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be

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more than seventeen (17). For purposes of this Exhibit B, the term “Group” shall mean shall mean Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and any of its direct and indirect subsidiaries and affiliates (including, without limitation, the U.S. Entity), together with any successor thereto.

(ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of service hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of service hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section (1)(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation of this Section (1)(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or

(iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of service hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the

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Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section (1)(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section (1)(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company.

(b) In the event that the terms of this Section (1) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(c) As used in this Section (1), the term “Company” shall only include Lux Holdco and its affiliates.

(d) The provisions contained in Section (1)(a) may be altered and/or waived with the prior written consent of the Board of Supervisory Directors of The Nielsen Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “BV”), or the Compensation Committee thereof.

(2) Nondisclosure of Proprietary Information

(a) Except as deemed desirable by the Executive in the good faith performance of the Executive’s duties hereunder or pursuant to Section (2)(c), the Executive shall, during the Term and in perpetuity after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any Proprietary

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Information after the Date of Termination will continue so long as such Proprietary Information is not generally known within the relevant trade or industry or in the public domain (other than by means of the Executive’s improper direct or indirect disclosure of such Proprietary Information) or is available, or becomes available to the Executive on a non-confidential basis, but only if the Executive has a reasonable good faith belief that such information is public, and such information is continued to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein may be important, material and may affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b) Upon termination of the Executive’s service with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. Notwithstanding the foregoing, the Executive may retain documents relating to his personal compensation and entitlements and his personal rolodex.

(c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the prompt written notice thereof, shall, as much in advance of the return date as reasonably possible, make available to the Company and its counsel the documents and other information sought, and shall reasonably assist, at the Company’s expense, such counsel in resisting or otherwise responding to such process.

(d) As used in this Section (2), the term “Company” shall only include Lux Holdco and its affiliates.

(3) Non-Disparagement

(a) Each of the parties hereto agrees that at no time during the Executive’s provision of service to the Company or at any time within two (2) years thereafter shall such party (and, in the case of the Company, its officers and the members of the Executive Board of Directors of the BV, and board of directors of Lux Holdco) make, or cause or assist any other person to make, with intent to damage, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party (including, in the case of Lux Holdco, any of its directors or officers).

(b) Notwithstanding the foregoing, nothing in this Section (3) shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements, or (ii) making any truthful statement (A) to the extent necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this

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Agreement, (B) to the extent required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information, (C) that is a normal comparative statement in the context of advertising, promotion or solicitation of customers, without reference to the Executive’s prior relationship with the Company, or (D) as the Executive deems reasonably desirable in the good faith performance of his duties with the Company.

(4) Injunctive Relief

It is recognized and acknowledged by the Company and the Executive that a breach of the covenants contained in Sections (1), (2) and (3) may cause irreparable damage to the Company and its goodwill and, with respect to Section (3), the Executive, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Company and the Executive agree that in the event of a breach of any of the covenants contained in Sections (1), (2) and (3), in addition to any other remedy which may be available at law or in equity, the Company or the Executive, as applicable, will be entitled to specific performance and injunctive relief.

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EX-10.22(B)

Exhibit 10.22(b)

STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of June 4, 2007 (the “Grant Date”) is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”), and Pereg Holdings LLC, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended from time to time (the “Plan”).

WHEREAS, the Optionee is providing the services of Itzhak Fisher (the “Executive”) pursuant to a letter agreement with The Nielsen Company B.V. dated April 26, 2007 (the “Engagement Letter”);

WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee, charged with administration of the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Option provided for herein to the Optionee as an incentive for increased efforts by the Executive during his period of service to the Company or its Subsidiaries, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

SECTION 1.1 Cause

“Cause” shall mean “Cause” as such term may be defined in any employment, change in control or severance agreement between the Optionee and the Company or any of its Subsidiaries (the “Employment Agreement”), or, if there is no such Employment Agreement or if no such term is defined therein, “Cause” shall mean: (i) the Executive’s or the Optionee’s willful misconduct with regard to the Company; (ii) the Executive or the Optionee is indicted for, convicted of, or pleading nolo contendere to, a felony, a misdemeanor involving moral turpitude, or an intentional crime involving material dishonesty other than, in any case, vicarious liability; (iii) the Executive’s or the Optionee’s conduct involving the use of illegal drugs in the workplace; (iv) the Optionee’s or the Executive’s failure to attempt in good faith to follow a lawful directive of its or his supervisor within ten (10) days after written notice of such failure; and/or (v)

the Optionee’s or the Executive’s breach (either directly or through the actions of the Executive) of the Optionee’s Management Stockholder’s Agreement (the “Management Stockholder’s Agreement”) or the Optionee’s other agreements with the Company or any employment agreement with any of the Company’s Affiliates, including the Engagement Letter, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Optionee or the Executive by the Company (to the extent that, in the reasonable judgment of the Board, such breach can be cured by the Optionee or the Executive).

SECTION 1.2 Fiscal Year

“Fiscal Year” shall mean each fiscal year of the Company (which, for the avoidance of doubt, begins on January 1 and ends on December 31 of any given calendar year).

SECTION 1.3 Good Reason

“Good Reason” shall mean “Good Reason” as such term is defined in the Management Stockholder’s Agreement.

SECTION 1.4 Investor Return

“Investor Return” shall mean, on any given date, the aggregate amount of cash proceeds (including the receipt of any dividends or other distributions) received by the Investors and Affiliates in respect of their aggregate direct and indirect equity investment in the Company (excluding, for the avoidance of doubt, debt investment).

SECTION 1.5 Option

“Option” shall mean the aggregate of the Time Option and the Performance Option granted under Section 2.1 of this Agreement.

SECTION 1.6 Permanent Disability

“Permanent Disability” shall mean “Permanent Disability” as defined in the Management Stockholder’s Agreement.

SECTION 1.7 Performance Option

“Performance Option” shall mean the right and option to acquire, on the terms and conditions set forth in Sections 3.1(a)(ii) and (iii), 3.1(b)(ii) and 3.1(c)(ii) and (iii), all or any part of an aggregate of the number of shares of Common Stock, as shall be evidenced by entry in the Company’s shareholder register, set forth on the signature page of this Agreement.

SECTION 1.8 Time Option

“Time Option” shall mean the right and option to acquire, on the terms and conditions set forth in Sections 3.1(a)(i), 3.1(b)(i) and 3.1(c)(ii), all or any part of an aggregate of the number of shares of Common Stock, as shall be evidenced by entry in the Company’s shareholder register, set forth on the signature page of this Agreement.

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ARTICLE II

GRANT OF OPTIONS

SECTION 2.1 Grant of Options

For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee (i) a Time Option upon the terms and conditions set forth in this Agreement and (ii) a Performance Option upon the terms and conditions set forth in this Agreement. The Option shall consist of a Time Option and a Performance Option.

SECTION 2.2 Exercise Price

Subject to Section 2.4, the exercise prices of the shares of Common Stock covered by the Time Option and Performance Option shall be as set forth on the signature page of this Agreement.

SECTION 2.3 No Guarantee of Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee or the Executive any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to terminate the employment of the Optionee and the Executive at any time for any reason whatsoever, with or without cause, subject to the applicable provisions of, if any, the Optionee’s employment agreement with the Company or its Subsidiaries or offer letter provided by the Company or its Subsidiaries to the Optionee.

SECTION 2.4 Adjustments to Option

The Option shall be adjusted pursuant to Sections 8 or 9 of the Plan, as applicable. Any such adjustment made in good faith thereunder shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

SECTION 3.1 Commencement of Exercisability

(a) So long as the Executive continues to provide his services to the Company or any of its Subsidiaries in accordance with the Engagement Letter, the Option shall become exercisable pursuant to the following schedules:

(i) Time Option. Subject to clause (b)(i) below, the Time Option shall become vested and exercisable as follows: (x) with respect to 5% of the shares of Common Stock underlying such Time Option, on the Grant Date; and (y) with respect to 31.67% of the shares of Common Stock underlying such Time Option, on each of the three anniversaries of May 1, 2007.

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(ii) Performance Option. The Performance Option shall become vested and exercisable as follows: (x) with respect to 5% of the shares of Common Stock underlying such Performance Option, on the Grant Date; and (y) with respect to 19% of the shares of Common Stock underlying such Performance Options, for each of the five Fiscal Years ending after the Grant Date, starting with the 2007 Fiscal Year, on each of the five anniversaries of December 31, 2006, if and only if the Company achieves the Annual Performance Target set forth on Schedule A attached hereto for each such Fiscal Year.

(iii) In the event that the Annual Performance Target is not achieved in a particular Fiscal Year identified on Schedule A (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Cumulative Performance Target (as set forth in Schedule A) applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Cumulative Performance Target is achieved.

(b) Notwithstanding the foregoing, so long as the Executive continues to provide his services to the Company or any of its Subsidiaries under the Engagement Letter through the occurrence of a Change in Control:

(i) the Time Option shall become immediately exercisable as to 100% of the shares of Common Stock underlying such Time Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable), and

(ii) the Performance Option shall become immediately exercisable as to 100% of the shares of Common Stock underlying such Performance Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable) only if, as a result of the Change in Control, the Investor Return equals or exceeds the Applicable Multiple (as set forth on Schedule B for the applicable Fiscal Year in which the Change in Control occurs) of the Base Price (as defined on the signature page hereto).

(c) Upon a termination of the Engagement Letter and the Executive’s services thereunder for any reason (other than for Cause by the Company or without Good Reason by the Optionee but which shall include, for the avoidance of doubt, due to the Executive’s death or Permanent Disability):

(i) a pro-rata portion of the installment of the Time Option that would, but for such termination, be scheduled to vest and become exercisable on December 31 of the Fiscal Year in which the termination occurs will become vested and exercisable upon such termination, with such pro-rata portion determined based on the number of days the Executive provided services to the Company or any of its Subsidiaries during such Fiscal Year, relative to the number of days of such full Fiscal Year; and

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(ii) occurring within the last six months of any Fiscal Year, if the Annual Performance Target for such year is achieved, then a pro rata portion of the installment of the Performance Option that would, but for such termination, be scheduled to vest and become exercisable on December 31 of the Fiscal Year in which the termination occurs will become vested and exercisable upon such December 31, with such pro-rata portion determined based on the number of days the Executive provided services to the Company or any of its Subsidiaries during such Fiscal Year, relative to the number of days of such full Fiscal Year (such vesting event, a “Special Termination Vesting Event”).

(iii) Notwithstanding the foregoing, in the event it is determined by the Company (in consultation with its auditors) that the provisions of Section 3.1(c)(ii) results in the Option (or any portion hereof) being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then Section 3.1(c)(ii) shall be of no further force and effect, and instead the following provision shall apply: Upon a termination of the Engagement Letter and the Executive’s services thereunder for any reason (other than for Cause by the Company or without Good Reason by the Optionee but which shall include, for the avoidance of doubt, due to the Executive’s death or Permanent Disability) occurring within the last six months of any Fiscal Year, a Special Termination Vesting Event shall occur if and only if the Performance Target for such Fiscal Year is met, based on the EBITDA (as such term is defined in Schedule A) achieved for the twelve month trailing period ending the month end prior to the month in which the termination event occurs.

(iv) Notwithstanding the foregoing, no Option shall become exercisable as to any additional shares of Common Stock (which do not otherwise become exercisable in accordance with Section 3.1(a), (b) or (c) above) following the termination of the Engagement Letter and the Executive’s services thereunder for any reason and any Option, which is unexercisable as of the termination of the Engagement Letter, shall be immediately cancelled without payment therefor.

SECTION 3.2 Expiration of Option

Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:

(a) The tenth anniversary of the Grant Date, provided that the Engagement Letter remains in effect and/or the Executive continues to provide services thereunder to the Company or any of its Subsidiaries through such date;

(b) Six months after the Optionee and/or the Executive is/are terminated by the Company or any of its Subsidiaries without Cause or the Optionee or the Executive terminates its services with Good Reason (unless earlier terminated as provided in Section 3.2(e) below) (or, if later, and solely with respect to the installment of Performance Options, if any, that become exercisable upon a Special Termination Vesting Event, thirty (30) days after the date that such installment becomes exercisable);

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(c) The first anniversary of the date of the termination of the Engagement Letter and Executive’s services thereunder, if the termination is by reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.2(e) below);

(d) Immediately upon the date of termination of the Optionee or the Executive by the Company or its Subsidiaries for Cause or by the Optionee or the Executive without Good Reason (other than due to death or Permanent Disability);

(e) The date the Option is terminated pursuant to Section 4 of the Management Stockholder’s Agreement; or

(f) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan, the effective date of a merger, consolidation or other capital change or transaction of the Company that is a Change in Control, in which case, prior to such effective date, the Company shall provide no less than ten (10) days prior written notice to the Optionee that the Company intends to exercise its discretion and provide either (x) an opportunity for the Optionee to exercise the Option (whether or not then vested), or (y) make payment to the Optionee in respect of the termination of his Option upon such date.

ARTICLE IV

EXERCISE OF OPTION

SECTION 4.1 Person Eligible to Exercise

Except as otherwise provided in the Management Stockholder’s Agreement, only the Optionee may exercise an Option or any portion thereof.

SECTION 4.2 Partial Exercise

Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

SECTION 4.3 Manner of Exercise

An Option, or any exercisable portion thereof, may be exercised solely by delivering to the General Counsel of the Company or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

(b) (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of shares that would otherwise be issued to the Optionee reduced by a number of shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);

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(c) At any time that the Common Stock is not publicly traded on an established securities market, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for its own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal, provincial or state securities laws or regulations;

(d) Full payment to the Company (in cash or by check or by a combination thereof) of all amounts which, under applicable law, it is required to withhold upon exercise of the Option; and

(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act. If the Optionee is a resident of the United States, the written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

SECTION 4.4 Conditions to Issuance of Stock

The shares of stock issuable upon the exercise of an Option, or any portion thereof, shall not be required to be so physically issued to the Optionee. For the avoidance of doubt, shares shall be deemed to have been issued when evidenced by entry in the Company’s shareholder register. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock acquired upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The obtaining of approval or other clearance from any state, provincial or federal governmental agency which the Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable (and the Company and the Optionee shall each use reasonable efforts to obtain all such clearances and approvals as soon as reasonably practicable);

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(b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience or as may otherwise be required by applicable law; and

(c) The execution by the Optionee and the Executive of a Sale Participation Agreement with Luxco (a “Sale Participation Agreement”) and a Management Stockholder’s Agreement.

SECTION 4.5 Rights as Stockholder

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares he may be issued upon the exercise of the Option or any portion thereof unless and until such shares shall have been issued as evidenced by entry in the Company’s shareholder register upon satisfaction of the conditions set forth in Section 4.4.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

SECTION 5.2 Option Not Transferable

Subject to applicable law to the contrary, neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or its successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or to a partnership, limited liability company, corporation, trust or custodianship, the beneficiaries of which may include only the Executive, his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary.

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SECTION 5.3 Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its General Counsel, and any notice to be given to the Optionee shall be addressed to it at the address given on the signature page of this Stock Option Agreement. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to it or him. Any notice shall have been deemed duly given (i) upon electronic confirmation of facsimile, (ii) one business day following the date sent when sent by overnight delivery and (iii) five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid, in each case as follows.

SECTION 5.4 Titles; Pronouns

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

SECTION 5.5 Applicability of Plan and Management Stockholder’s Agreement

The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, the Management Stockholder’s Agreement and the Sale Participation Agreement, to the extent applicable to the Option and such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement, the Plan or the Sale Participation Agreement, and the Management Stockholder’s Agreement, the terms of the Management Stockholder’s Agreement shall control.

SECTION 5.6 Amendment

This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

SECTION 5.7 Governing Law

The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the extent that the issue or transfer of Stock shall be subject to mandatory provisions of the laws of The Netherlands.

SECTION 5.8 Arbitration

In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Borough of Manhattan, in the City of New York, New York. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses. Notwithstanding anything herein to the contrary, if the Employment Agreement contains a similar provision relating to arbitration and/or dispute resolution, such provision in the Employment Agreement shall govern any controversy hereunder.

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SECTION 5.9 Code Section 409A

If any payments of money, delivery of shares of Common Stock or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to the Participant, that does not cause such an accelerated or additional tax.

SECTION 5.10 Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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VALCON ACQUISITION HOLDING B.V.
By:	/s/ Scott A. Schoen
Its:	Managing Director
OPTIONEE:
PEREG HOLDINGS LLC
By:	/s/ Ruth Fisher
Its:	President

Address:

155 West 70th Street

Apt 14A

New York, New York 10023

Aggregate number of shares of Common Stock for which the Time Option granted hereunder is exercisable (100% of number of shares) at an exercise price per share equal to USD $10.00 (“Base Price”): 300,000

Aggregate number of shares of Common Stock for which the Time Option granted hereunder is exercisable (100% of number of shares) at an exercise price per share equal to USD $20.00: 50,000

Aggregate number of shares of Common Stock for which the Performance Option granted hereunder is exercisable (100% of the number of shares) at an exercise price per share equal USD $10.00: 300,000

Aggregate number of shares of Common Stock for which the Performance Option granted hereunder is exercisable (100% of number of shares) at an exercise price equal to USD $20.00: 50,000

[SIGNATURE PAGE OF STOCK OPTION AGREEMENT]

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Schedule A

The Annual Performance Targets are based on the Company’s achievement of the following EBITDA targets for the following Fiscal Years:

Fiscal Year	Annual Performance Target		Cumulative Performance Target
	(EBITDA in millions)		(EBITDA in millions)
2007	$	1,128	$	2,050
2008		1,361		3,411
2009		1,476		4,887
2010		1,566		6,453
2011		1,681		8,134

“EBITDA” shall mean earnings before interest, taxes, depreciation and amortization plus transaction, management and/or similar fees paid to the Investors and/or their Affiliates. The Board shall, fairly and appropriately, adjust the calculation of EBITDA to reflect, to the extent not contemplated in the management plan, the following: material acquisitions, material divestitures, extraordinary corporate transactions (which shall mean spin-off, share combination, recapitalization, liquidation, dissolution, reorganization, merger, amalgamation, combination, consolidation, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program), the sale of all of substantially all of the assets of the Company or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof), extraordinary capital investment programs in excess of $25 million and not included in the BAU Capital Budget, any change required by GAAP relating to share-based compensation or for other changes in GAAP promulgated by accounting standard setters that, in each case, the Board in its good faith judgment determines require adjustment of EBITDA. The Board’s determination of such adjustment shall be based on the Company’s accounting as set forth in its books and records and on the financial plan of the Company pursuant to which the Annual Performance Targets were originally established.

If the Company makes any material acquisition in any year, the Annual Performance Target for such year and Cumulative Performance Target for such year and subsequent years will be adjusted, fairly and appropriately, by the amount of EBITDA in

A-1

the plan for the target presented to the Board at the time the acquisition is approved by the Board, in its good faith judgment. Annual Performance Targets and Cumulative Performance Targets will also be fairly and appropriately adjusted by the Board, in its good faith judgment, to the extent not contemplated in the plan for the following: any material divestitures, extraordinary corporate transactions (which shall mean spin-off, share combination, recapitalization, liquidation, dissolution, reorganization, merger, amalgamation, combination, consolidation, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program), the sale of all of substantially all of the assets of the Company or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof), extraordinary capital investment programs in excess of $25 million and not included in the BAU Capital Budget, any change required by GAAP relating to share-based compensation or other changes in GAAP promulgated by accounting standard setters. In the event that any of the foregoing action is taken, such adjustment shall be only the amount deemed reasonably necessary by the Board, in the exercise of its good faith judgment, after consultation of the Company’s accountants, to accurately reflect the direct and measurable effect such event has on such Annual Performance Targets and Cumulative Performance Targets. The intent of such adjustments is to keep the probability of achieving the Annual Performance Targets and Cumulative Performance Targets the same as if the event triggering such adjustment had not occurred. The Board’s determination of such necessary adjustment shall be made within 60 days following the completion or closing of such event, and shall be based on the Company’s accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Annual Performance Targets and Cumulative Performance Targets were originally established.

A-2

Schedule B

Applicable Multiple shall be determined in accordance with the following table:

2007	2.74
2008	2.72
2009	2.70
2010	2.67
2011	2.64
2012	2.61
2013	2.58
2014	2.54
2015	2.50
2016	2.46
2017	2.41
2018	2.35
2019	2.29
2020	2.23
2021	2.16
2022	2.08
2023	1.99
2024	1.89
2025	1.79

B-1

EX-10.22(C)

Exhibit 10.22(c)

STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of June 4, 2007 (the “Grant Date”), is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Valcon”), having its registered office in Haarlem, The Netherlands (Valcon, its Subsidiaries and other members of the Nielsen Group, together or individually, are hereinafter referred to as the “Company” as the context requires), and Pereg Holdings LLC, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended from time to time (the “Plan”).

WHEREAS, the Optionee is providing the services of Itzhak Fisher (the “Executive”) pursuant to a letter agreement with The Nielsen Company B.V. dated April 26, 2007 (the “Engagement Letter”);

WHEREAS, the Optionee and the Executive are entering into a Management Stockholder’s Agreement with Valcon (the “Management Stockholder’s Agreement”);

WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee, charged with administration of the Plan, has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Option provided for herein to the Optionee as an incentive for increased efforts by the Executive during his period of service to the Company, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

Section 1.1. – BuzzMetrics Acquisition

“BuzzMetrics Acquisition” shall mean the transactions contemplated by the VNU Stock Purchase Agreement, including the purchase on or about the date hereof by VNU International B.V. of all of the Ordinary Shares of BuzzMetrics that were not already owned by members of the Nielsen Group so that following the consummation of such transaction, the Nielsen Group owned all of the issued and outstanding Ordinary Shares of BuzzMetrics.

Section 1.2. – BuzzMetrics

“BuzzMetrics” shall mean BuzzMetrics Ltd., a company incorporated and registered in Israel, and formerly known as “Trendum Ltd.”

Section 1.3. – BuzzMetrics Grant Date

“BuzzMetrics Grant Date” shall mean the date set forth on the signature page hereto which shall be the original date that the Optionee was granted the BuzzMetrics Options (as defined in Section 5.1(a)) which have been cancelled in exchange for the Option granted hereby.

Section 1.4. – Cause

“Cause” shall mean “Cause” as such term is defined in the Management Stockholder’s Agreement.

Section 1.5. – Fiscal Year

“Fiscal Year” shall mean each fiscal year of Valcon (which, for the avoidance of doubt, begins on January 1 and ends on December 31 of any given calendar year).

Section 1.6. – Good Reason

“Good Reason” shall mean “Good Reason” as such term is defined in the Management Stockholder’s Agreement.

Section 1.7. – Option

“Option” shall mean the right and option granted under Section 2.1 of this Agreement to acquire from Valcon, on the terms and conditions set forth in this Agreement, all or any part of an aggregate of the number of shares of Common Stock of Valcon set forth on the signature page of this Agreement, which shares upon issuance shall be evidenced by entry in Valcon’s shareholder register.

Section 1.8. – Ordinary Shares

“Ordinary Shares” shall mean the ordinary shares, NIS 0.01 par value per share, of BuzzMetrics.

Section 1.9. – Permanent Disability

“Permanent Disability” shall mean “Disability” as such term is defined in the Management Stockholder’s Agreement.

Section 1.10. – Retirement

“Retirement” shall mean an Optionee’s retirement pursuant to applicable law or in accordance with the terms of any tax-qualified retirement plan maintained by the Company in which the Optionee participates.

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Section 1.11. – VNU International B.V.

“VNU International B.V.” shall mean VNU International B.V., a private company with limited liability incorporated under the laws of The Netherlands which is a Subsidiary of Valcon and is part of the group of companies comprising the Company.

Section 1.12. – VNU Stock Purchase Agreement

“VNU Stock Purchase Agreement” shall mean the VNU Stock Purchase Agreement, dated June 4, 2007, by and among VNU International, BuzzMetrics and the selling stockholders named therein.

ARTICLE II

GRANT OF OPTIONS

Section 2.1. – Grant of Options

For good and valuable consideration, on and as of the date hereof Valcon irrevocably grants to the Optionee an Option upon the terms and conditions set forth in this Agreement.

Section 2.2. – Exercise Price

Subject to Section 2.4, the exercise prices (expressed in United States dollars) of the shares of Common Stock covered by the Option shall be as set forth on the signature page of this Agreement (“Exercise Price”).

Section 2.3. – No Guarantee of Service

Nothing in this Agreement or in the Plan shall confer upon the Optionee or the Executive any right to continue in the service of the Company or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to terminate the service of the Optionee or the Executive at any time for any reason whatsoever, with or without cause, subject to the applicable provisions of, if any, the Optionee’s or the Executive’s Employment Agreement or offer letter provided by the Company to the Optionee or the Executive.

Section 2.4. – Adjustments to Option

The Option shall be adjusted pursuant to Sections 8 or 9 of the Plan, as applicable. Any such adjustment made in good faith thereunder shall be final and binding upon the Optionee, the Company and all other interested persons.

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ARTICLE III

PERIOD OF EXERCISABILITY

Section 3.1. – Commencement of Exercisability

(a) Subject to Section 3.1(b) below, so long as the Executive continues to provide his services to the Company in accordance with the Engagement Letter, the Option shall become vested and exercisable pursuant to the terms set forth on the signature page to this Agreement.

(b) Notwithstanding the foregoing, so long as the Executive continues to provide his services to the Company in accordance with the Engagement Letter through the occurrence of a Change in Control, the Option shall become immediately exercisable as to 100% of the shares of Common Stock underlying such Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable).

(c) Upon a termination of the Engagement Letter or the Executive’s services by the Company without Cause or by the Optionee or the Executive with Good Reason, Valcon shall make a payment in cash to the Optionee with respect to the unvested portion (if any) of the Option at the time that such termination occurs equal to the difference between (x) the lesser of $10.00 (subject to equitable adjustment for stock splits, recapitalizations and similar transactions) and the then Fair Market Value and (y) the Exercise Price per share, multiplied by the number of shares of Common Stock for which such unvested portion would be exercisable if fully vested.

(d) Notwithstanding the foregoing, no Option shall become exercisable as to any additional shares of Common Stock (which do not otherwise become exercisable in accordance with Section 3.1(a) or (b) or Section 3.2(b), (c) or (d)) following the termination of the Engagement Letter or the services of the Executive for any reason and any Option, which is unexercisable as of the Optionee’s termination of employment, shall be immediately cancelled, and except as provided in Section 3.1(c), without payment therefor.

Section 3.2. – Expiration of Option

Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, and notwithstanding the foregoing provisions of Section 3.1, the Optionee may not exercise the Option to any extent after the first to occur of the following events:

(a) The tenth anniversary of the BuzzMetrics Grant Date;

(b) Ninety (90) days following a termination of the Engagement Letter or the Executive’s services (i) by the Company, other than (x) for Cause or (y) by reason of death, Permanent Disability or Retirement, or (ii) by the Optionee or the Executive with Good Reason (prior to the expiration of such ninety (90) day period, the portion of the Option that is vested and exercisable at the time that such termination occurs may, unless earlier terminated in accordance with the terms of the Option, be exercised by the Optionee);

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(c) The first anniversary of a termination of the Executive’s services by reason of death while employed by or performing services for the Company or by reason of Permanent Disability (prior to such anniversary, the portion of the Option that is otherwise vested and exercisable at the time of such termination (or that would have been vested and exercisable within a ninety (90) day period of such termination) may, unless earlier terminated in accordance with the terms of the Option, be exercised by the Optionee or the Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance or otherwise as a result of the death or Permanent Disability of the Optionee);

(d) Ninety (90) days following a termination of the Optionee or the Executive’s services for the Company by reason of the Executive’s Retirement (prior to the expiration of such ninety (90) day period, the portion of the Option that is vested and exercisable at the time of such Retirement may, unless earlier terminated in accordance with the terms of the Option, be exercised by the Optionee);

(e) Immediately upon the date of the Optionee’s or the Executive’s termination by the Company for Cause or by the Optionee or the Executive without Good Reason (other than due to death or Permanent Disability);

(f) The date the Option is terminated pursuant to Section 4 of the Management Stockholder’s Agreement; or

(g) At the discretion of Valcon, if the Committee so determines pursuant to Section 9 of the Plan, the effective date of a merger, consolidation or other capital change or transaction of the Company that is a Change in Control, in which case, prior to such effective date, Valcon shall provide no less than ten (10) days prior written notice to the Optionee that Valcon intends to exercise its discretion and either (x) provide an opportunity for the Optionee to exercise its Options (whether or not then vested), or (y) make payment to the Optionee in respect of the termination of its Options upon such date.

ARTICLE IV

EXERCISE OF OPTION

Section 4.1. – Person Eligible to Exercise

Except as otherwise provided in the Management Stockholder’s Agreement, during the lifetime of the Optionee, only the Optionee may exercise an Option or any portion thereof. After the death of the Executive, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by the Optionee.

Section 4.2. – Partial Exercise

Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

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Section 4.3. – Manner of Exercise

An Option, or any exercisable portion thereof, may be exercised solely by delivering to the General Counsel of Valcon or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:

(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

(b)(i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of shares that would otherwise be issued to the Optionee reduced by a number of shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to Valcon pursuant to clause (i) of this subsection (b);

(c) At any time that the Common Stock is not publicly traded on an established securities market, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for its own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and the then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal, provincial or state securities laws or regulations of any country;

(d) Full payment to Valcon (in cash or by check or by a combination thereof) of all amounts which, under applicable law, it is required to withhold upon exercise of the Option; and

(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act. If the Optionee is domiciled in or a resident of the United States, the written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

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Section 4.4. – Conditions to Issuance of Stock

The shares of stock issuable upon the exercise of an Option, or any portion thereof, shall not be required to be so physically issued to the Optionee. For the avoidance of doubt, shares shall be deemed to have been issued when evidenced by entry in Valcon’s shareholder register. Such shares shall be fully paid and nonassessable. Valcon shall not be required to issue, or deliver any certificate or certificates for, shares of stock acquired upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The obtaining of approval or other clearance from any state, provincial or federal governmental agency which the Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable (and Valcon and the Optionee shall each use reasonable efforts to obtain all such clearances and approvals as soon as reasonably practicable);

(b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience or as may otherwise be required by applicable law; and

(c) The execution by the Optionee of a Sale Participation Agreement with Luxco (a “Sale Participation Agreement”) and the Management Stockholder’s Agreement.

Section 4.5. – Rights as Stockholder

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of Valcon in respect of any shares it may be issued upon the exercise of the Option or any portion thereof unless and until such shares shall have been issued as evidenced by entry in Valcon’s shareholder register upon satisfaction of the conditions set forth in Section 4.4.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF OPTIONEE

The Optionee hereby represents and warrants to the Company as follows:

Section 5.1. – BuzzMetrics Acquisition

(a) In connection with the BuzzMetrics Acquisition, the Optionee and other former holders of stock options (“BuzzMetrics Options”) granted pursuant to the Trendum Ltd. 2004 Stock Option and Restricted Stock Incentive Plan (“BuzzMetrics Option Holders”) have been treated as follows: (i) the vested and unvested BuzzMetrics Options of all of the BuzzMetrics Option Holders have been cancelled by BuzzMetrics and, in consideration therefor, except as provided in clause (ii) below, the BuzzMetrics Option Holders are receiving a cash payment from the Company in an amount equal to the difference between $7.79 and the exercise price of the BuzzMetrics Options multiplied by the number of BuzzMetrics Options being cancelled; and (ii) the BuzzMetrics Options held by those BuzzMetrics Option Holders (including the Optionee) that were identified by the Purchaser and Valcon and whose names are specified in a schedule delivered pursuant to the VNU Stock Purchase Agreement, and that have

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provided BuzzMetrics with written notices under which each of such BuzzMetrics Option Holders providing such notice has agreed to fully waive and forego its right to receive a cash payment in exchange for its cancelled BuzzMetrics Options in accordance with the VNU Stock Purchase Agreement, have been cancelled by BuzzMetrics and, in consideration and exchange for waiving the right to receive the above mentioned cash payment and in lieu thereof, Valcon is issuing to each such person options (including the Option granted hereby) to purchase the number of shares of Common Stock at the exercise price that would put such BuzzMetrics Option Holder in substantially the same economic position as the BuzzMetrics Option Holder was in prior to the cancellation of its BuzzMetrics Options; these options for shares of Common Stock (x) have the same expiration date and the same vesting schedule as the BuzzMetrics Options they replace, with vesting credit for the period during which such BuzzMetrics Options were held, and (y) are subject to the terms and conditions set forth in the Plan and in this Agreement and similar stock option agreements with each such BuzzMetrics Option Holder;

(b) The Optionee has elected to receive options to acquire Common Stock as set forth in Section 5.1(a) and is voluntarily and of its own free will choosing to replace its BuzzMetrics Options with the Option granted hereunder (and, if applicable, options to acquire Common Stock under one or more similar stock option agreements) in accordance with the terms and conditions set forth in the Plan and this Agreement (and such other stock option agreements); and

(c) The Optionee hereby consents to the BuzzMetrics Acquisition and the transactions contemplated thereby and described herein, including, without limitation, the reinvestment by certain stockholders of BuzzMetrics of some or all of the proceeds from the sale of their Ordinary Shares in newly issued shares of Common Stock.

Section 5.2. – Receipt of Information; Certain Representations

(a) The Optionee hereby agrees and acknowledges that the Company is making no representations or warranties to the Optionee regarding the business, operations, financial condition or prospects of the Company. Except for the registration statement on Form S-4 as filed by The Nielsen Company B.V., an affiliate of the Company, with the Securities and Exchange Commission on May 2, 2007 (http://www.sec.gov/Archives/edgar/data/1397384/000119312507099134/ds4.htm), the Optionee is not relying on any information furnished by the Company about the Company or the current or future value of the Common Stock in making its decision to receive the Option and become a party to this Agreement. The Optionee further acknowledges that it has been afforded full and free access to corporate records, financial statements and other information concerning the Company, has been afforded an opportunity to ask such questions of the Company’s officers and employees concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as it has deemed necessary or desirable, and has been given all such information as has been requested in order to evaluate the merits and risks relating to the Option. In regard to the tax, financial and legal considerations relating to the receipt of the Option, the Optionee has relied solely on the advice of, and has consulted with, only its own professional advisors.

8

(b) By virtue of the Optionee’s expertise and the advice available to it, it has extensive knowledge and experience and the necessary sophistication in financial and business matters that it is capable of evaluating the merits and risks of holding the Option and the shares of Common Stock issuable upon the exercise of the Option. The Optionee understands that the shares that it may acquire hereunder involve substantial risk, and that its financial condition is such that it is in a financial position to hold the shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, such shares.

(c) The Option and the shares issuable to the Optionee upon exercise of the Option will be acquired for investment for its own account only and not with a view to the sale or distribution thereof.

(d) The Optionee understands that the Option is not transferable except as provided in Section 7.2 and that the shares issuable upon exercise of the Option must be held indefinitely unless they are registered under the Act or other applicable laws or an exemption from such registration becomes available, and that the Shares may only be transferred as provided in the Management Stockholder’s Agreement and pursuant to applicable law.

Section 5.3. – Accredited Investor

The Optionee is an “accredited investor” as that term is defined in Regulation D under the Act.

ARTICLE VI

RELEASE BY OPTIONEE

Section 6.1. – Release

In consideration for the Option granted hereunder, the Optionee for itself and for its Affiliates, heirs, successors and assigns, does hereby irrevocably and unconditionally release, waive and forever discharge Valcon, BuzzMetrics, each of their Affiliates, and each of their respective officers, directors, employees, agents, stockholders and members (collectively, the “Releasees”) of and from any and all claims, causes of action, suits, proceedings, disputes, controversies, liabilities or any other matters of whatever nature (collectively, “Claims”), whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, and whether due or to become due, regardless of when asserted, which the Optionee has had, may now have, or in the future may have against the Releasees for, based upon, or by reason of any matter, cause, thing, action, facts, events or circumstances whatsoever, including, without limitation, Claims relating to the BuzzMetrics Options and the cancellation thereof, the BuzzMetrics Acquisition, the Option and the circumstances, terms and conditions under which the Option has been granted hereunder, and the Optionee’s employment (if any) by BuzzMetrics and the Company, from the beginning of the world through and including the Grant Date; excluding, however, Claims arising from the Plan and the Transaction Documents (as such term is defined in the VNU Stock Purchase Agreement) to which the Optionee is a party. The Optionee represents that it has carefully read and fully understands the provisions of this Section 6.1.

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ARTICLE VII

MISCELLANEOUS

Section 7.1. – Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 7.2. – Option Not Transferable

Subject to applicable law to the contrary, neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or its successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 7.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or to a partnership, limited liability company, corporation, trust or custodianship, the beneficiaries of which may include only the Executive, his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary.

Section 7.3. – Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to Valcon at the following address: c/o The Nielsen Company (US), Inc., 45 Danbury Road, Wilton, Connecticut 06897, Attention: Chief Legal Officer; and any notice to be given to the Optionee shall be addressed to it at the address given beneath its signature hereto. By a notice given pursuant to this Section 7.3, either party may hereafter designate a different address for notices to be given to it. Any notice shall have been deemed duly given (i) upon electronic confirmation of facsimile, (ii) one business day following the date sent when sent by overnight delivery and (iii) five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid.

Section 7.4. – Titles; Pronouns

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

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Section 7.5. – Applicability of Plan and Management Stockholder’s Agreement

The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, the Management Stockholder’s Agreement and the Sale Participation Agreement, to the extent applicable to the Option and such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan or the Sale Participation Agreement and the Management Stockholder’s Agreement, the terms of the Management Stockholder’s Agreement shall control.

Section 7.6. – Amendment

This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

Section 7.7. – Governing Law

The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the extent that the issue or transfer of stock shall be subject to mandatory provisions of the laws of The Netherlands.

Section 7.8. – Arbitration

In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Borough of Manhattan, in the City of New York, New York. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses. Notwithstanding anything herein to the contrary, if the Employment Agreement contains a similar provision relating to arbitration and/or dispute resolution, such provision in the Employment Agreement shall govern any controversy hereunder.

Section 7.9. – Code Section 409A

If any payments of money, delivery of shares of Common Stock or other benefits due to the Optionee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code; otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner determined by the Company and reasonably acceptable to the Optionee, that does not cause such an accelerated or additional tax.

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Section 7.10. – Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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	VALCON ACQUISITION HOLDING B.V.
	By:	/s/ Scott A. Schoen
	Its:	Managing Director
	OPTIONEE:
	PEREG HOLDINGS LLC
	By:	/s/ Ruth Fisher
	Its:	President
	Address:
	155 West 70th Street, Apt. 14A New York, New York 10023
Aggregate number of shares (“Shares”) of Common Stock for which the Option granted hereunder is exercisable:	106,806
The Option shall become vested and exercisable as follows:	100% of the Options on December 31, 2007, subject to the continued service of Mr. Itzhak Fisher as the Chairman of the Board of Directors of BuzzMetrics Ltd.
Exercise Price Per Share:	$4.31
BuzzMetrics Grant Date:	November 29, 2005

[SIGNATURE PAGE OF STOCK OPTION AGREEMENT]

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EX-10.22(D)

Exhibit 10.22(d)

SALE PARTICIPATION AGREEMENT

June 4, 2007

To: The Person whose name is set forth on the signature page hereof

Dear Sir or Madam:

You have entered into a Management Stockholder’s Agreement, dated as of the date hereof (the “Management Stockholder’s Agreement”), among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), the Executive (as defined in the Management Stockholder’s Agreement) and you relating to (i) the granting to you by the Company of Options (as defined in the Management Stockholder’s Agreement) to acquire ordinary shares of the Company (the “Common Stock”) and (ii) the subscription by you for the Purchased Stock (as defined in the Management Stockholder’s Agreement). By his signature to this Agreement, the Executive agrees to be bound hereby. The undersigned, Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the majority stockholder of the Company, controlled by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (together with any of its affiliates, to the extent provided for in Paragraph 8 hereof, the “Selling Investors”), on behalf of the Selling Investors, hereby agrees with you as follows, effective upon such grant of Options and acquisition of Purchased Stock:

1. In the event that at any time any Selling Investor proposes to sell for cash or any other consideration any shares of Common Stock owned by it (directly or indirectly through the sale of Units (as defined in the Shareholders’ Agreement (the “Shareholders’ Agreement”) entered into by and among Luxco, Valcon Acquisition B.V. (as defined in the Management Stockholder’s Agreement), the Company and investors party thereto, in the form provided to the Management Stockholder on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound)), in any transaction other than (i) Permitted Transfers (as defined in the Shareholders’ Agreement), (ii) a Public Offering (as defined in the Management Stockholder’s Agreement) or (iii) a sale to an affiliate of the Selling Investors, the Selling Investors will notify you, the Executive, the Executive’s Estate or Management Stockholder’s Trust (as such terms are defined in the Management Stockholder’s Agreement, and collectively with you, the “Management Stockholder Entities”), as the case may be, in writing (a “Notice”) of such proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale as of the date of the Notice (the “Material Terms”) promptly, and in any event not less than fifteen (15) days prior to the consummation of the Proposed Sale and not more than five (5) days after the execution of the definitive agreement relating to the Proposed Sale, if any (the “Sale Agreement”). If, within ten (10) days after the Management Stockholder Entities’ receipt of such Notice, the Selling Investors receive from the Management Stockholder Entities a written request (a “Request”) to include Common Stock held by the Management Stockholder Entities in the Proposed Sale (which Request shall be irrevocable unless (a) there shall be a material adverse change in the Material Terms or (b) otherwise mutually agreed to in writing by

the Management Stockholder Entities and the Selling Investor(s)), the Common Stock held by you will be so included as provided herein; provided that only one Request, which shall be executed by the Management Stockholder Entities, may be delivered with respect to any Proposed Sale for Common Stock held by the Management Stockholder Entities. Promptly after the execution of the Sale Agreement, the Selling Investors will furnish the Management Stockholder Entities with a copy of the Sale Agreement, if any.

2. (a) The number of shares of Common Stock which the Management Stockholder Entities will be permitted to include in a Proposed Sale pursuant to a Request will be the product of (i) the sum of the number of shares of Common Stock then owned by the Management Stockholder Entities (and held pursuant to the Management Stockholder’s Agreement) plus all shares of Common Stock which you are then entitled to acquire under any unexercised portion of the Options, to the extent such Options are then exercisable or would become exercisable as a result of the consummation of the Proposed Sale, multiplied by (ii) a fraction (A) the numerator of which shall be the aggregate number of shares of Common Stock proposed to be purchased by the buyer in the Proposed Sale and (B) the denominator of which shall be the total number of shares of Common Stock owned, or which would be owned upon exercise of any exercisable Options (to the extent any such Options are then exercisable or would become exercisable as a result of the consummation of the Proposed Sale), by the Selling Investors, the Management Stockholder Entities and other holders of shares of Common Stock who have been granted the same rights granted to the Management Stockholder Entities to participate in the Proposed Sale (an “Eligible Holder”), as the case may be.

(b) If one or more Eligible Holders elect not to include the maximum number of shares of Common Stock which such holders would have been permitted to include in a Proposed Sale pursuant to Paragraph 2(a) (such non-included shares, the “Eligible Shares”), then each of the Selling Investors, the Management Stockholder Entities or the remaining Eligible Holders, or any of them, will have the right to sell in the Proposed Sale a number of additional shares of their Common Stock equal to their pro rata portion of the number of Eligible Shares, based on the relative number of shares of Common Stock then held by each such holder plus all shares of Common Stock which each such holder would then be entitled to acquire under any unexercised portion of the Options, to the extent such Options are then exercisable or would become exercisable as a result of the consummation of the Proposed Sale, and such additional shares of Common Stock which any such holder or holders propose to sell shall not be included in any calculation made pursuant to Paragraph 2(a) for the purpose of determining the number of shares of Common Stock which the Management Stockholder Entities will be permitted to include in a Proposed Sale.

3. Except as may otherwise be provided herein, shares of Common Stock subject to a Request will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Common Stock which the Selling Investors propose to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the pro rata reduction of the number of shares of Common Stock to be sold by the Selling Investors, the Management Stockholder Entities and any Eligible Holders to be included in the Proposed Sale if required by the party proposing such Sale; the sale price; the form of consideration; the payment of fees, commissions and expenses; the provision of, and representation and warranty as to, information

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reasonably requested by the Selling Investors covering matters regarding the Management Stockholder Entities’ ownership of shares; and the provision of requisite indemnification; provided that any indemnification provided by the Management Stockholder Entities shall be a several and not joint obligation and pro rata in proportion with the number of shares of Common Stock to be sold.

4. Upon delivering a Request, the Management Stockholder Entities will, if requested by the Selling Investors, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Selling Investors with respect to the shares of Common Stock which are to be sold by the Management Stockholder Entities pursuant hereto (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will contain customary provisions and will provide, among other things, that the Management Stockholder Entities will irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder Entities’ agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder Entities’ behalf with respect to the matters specified therein.

5. The Management Stockholder Entities’ right pursuant hereto to participate in a Proposed Sale shall be contingent on the Management Stockholder Entities’ strict compliance with each of the provisions hereof and the Management Stockholder Entities’ respective willingness to execute such documents in connection therewith as may be reasonably requested by the Selling Investors.

6. (a) In the event of a Proposed Sale pursuant to Section 1 hereof, the Selling Investors may elect, by so specifying in the Notice, to require the Management Stockholder Entities to, and the Management Stockholder Entities shall, participate in such Proposed Sale to the same extent calculated pursuant to Paragraph 2(a) above, in accordance with the terms and provisions of Paragraph 3 hereof; provided, however, that in such event, the order in which the shares of Common Stock held by the Management Stockholder Entities shall be required to be sold shall be: first, any shares of Common Stock then held by the Management Stockholder Entities that constitute Purchased Stock (as defined in the Management Stockholder’s Agreement); and second, any shares of Common Stock acquired pursuant to the exercise of any exercisable Options.

(b) In the event of a transaction which results in a Change in Control (as defined in the Management Stockholder’s Agreement) but is not a Proposed Sale in which the Selling Investors have exercised their rights pursuant to Paragraph 6(a) or the Management Stockholder Entities have exercised their rights pursuant to Paragraph 1 (a “Proposed Transaction”), you agree on behalf of the Management Stockholder Entities, to bear, on a several and not joint basis, your pro rata share of any fees, commissions, adjustments to purchase price, expenses or indemnities borne by the Selling Investors.

(c) Your pro rata share of any amount to be paid pursuant to Paragraph 3 or Paragraph 6(b) shall be based upon the number of shares of Common Stock to be transferred by the Management Stockholder Entities plus the number of shares of Common Stock you would have the right to acquire under any unexercised portion of the Options which are then vested or would become vested as a result of the Proposed Sale or Proposed Transaction, assuming that you receive a payment in respect of such unexercised portion of the Options.

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7. The obligations of the Selling Investors hereunder shall extend only to the Management Stockholder Entities, and none of the Management Stockholder Entities’ successors or assigns shall have any rights pursuant hereto.

8. If any of the Selling Investors transfer any of their interests in the Company to an affiliate of any of the Selling Investors, as a condition precedent to such transfer, such affiliate shall agree in writing to assume the obligations hereunder of the Selling Investors.

9. This Agreement may only be amended with the written consent of the parties hereto. This Agreement shall terminate and be of no further force and effect upon the earlier to occur of (i) immediately after a Change in Control (as defined in the Management Stockholder’s Agreement) and (ii) the date on which the Selling Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership percentage as of August 22, 2006.

10. All notices and other communications provided for herein shall be in writing. Any notice or other communication hereunder shall be deemed duly given (i) upon electronic confirmation of facsimile, (ii) one business day following the date sent when sent by overnight delivery and (iii) five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid, in each case as follows:

If to the Selling Investors, to them at the following address:

Valcon Acquisition Holding (Luxembourg) S.á.r.l.

59, rue de Rollingergrund

L-2440 Luxembourg

Grand Duchy of Luxembourg

Attention: Wolfgang Zettel

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: John G. Finley, Esq.

and:

The Nielsen Company (US), Inc.

45 Danbury Road

Wilton, Connecticut 06897

Attention: James W. Cuminale, Esq.

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and

Clifford Chance LLP

Droogbak 1A

1013 GE Amsterdam

The Netherlands

Telefax: +31 20 711 9999

Attention: Joachim Fleury

If to the Company, to the Company at the following address:

Valcon Acquisition B.V.

Jachthavenweg 118

1081 KJ Amsterdam

The Netherlands

Tel.: +31 20 540 75 75

Fax.: +31 20 540 75 00

Attention: General Counsel

with a copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: John G. Finley, Esq.

and

Clifford Chance LLP

Droogbak 1A

1013 GE Amsterdam

The Netherlands

Telefax: +31 20 711 9999

Attention: Joachim Fleury

The Nielsen Company (US), Inc.

45 Danbury Road

Wilton, Connecticut 06897

Attention: James W. Cuminale, Esq.

If to you or the Executive, at the address set forth in Section 21(b) of the Management Stockholder’s Agreement;

If to your Management Stockholder’s Estate or Management Stockholder’s Trust, to the address provided to the Company by such entity;

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or at such other address as any of the above shall have specified by notice in writing delivered to the others by certified mail.

11. The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the extent that the issue or transfer of Stock shall be subject to mandatory provisions of the laws of The Netherlands. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York, in accordance with the rules of the American Arbitration Association then in effect. Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this Section 11, (x) if the arbitrator determines that the Management Stockholder Entities is the prevailing party in such action, the Company shall be required to pay the reasonable attorney’s fees and expenses of the Management Stockholder Entities in connection with such arbitration, as well as the arbitrator’s full fees and expenses and (y) if the Company prevails in such action or if, in the opinion of the court or arbitrator deciding such action, there is no prevailing party, each party shall pay his or its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be borne equally by the parties thereto.

12. This Agreement may be executed in counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

13. It is the understanding of the undersigned that you are aware that no Proposed Sale is contemplated and that such a sale may never occur.

[Signatures on next page]

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If the foregoing accurately sets forth our agreement, please acknowledge your acceptance thereof in the space provided below for that purpose.

Very truly yours,
VALCON ACQUISITION HOLDING (LUXEMBOURG) S.Á.R.L.
By:	Wolfgang Zettel
	Name:	Wolfgang Zettel
	Title:	A Director
By:	/s/ Scott A. Schoen
	Name:	Scott Schoen
	Title:	B Director

Accepted and agreed as of the date first written above.

PEREG HOLDINGS LLC
By:	/s/ Ruth Fisher
	Ruth Fisher, President
The Executive:
/s/ Itzhak Fisher
ITZHAK FISHER

Sale Participation Agreement Signature Page

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EX-10.22(E)

Exhibit 10.22(e)

EXECUTION COPY

MANAGEMENT STOCKHOLDER’S AGREEMENT

(Pereg Holdings LLC)

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of June 4, 2007 (the “Effective Date”) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”), Pereg Holdings LLC (the “Management Stockholder”), and Itzhak Fisher (the “Executive”) (the Company, Luxco, the Management Stockholder and the Executive being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.

WHEREAS, the Company is a subsidiary of Luxco, which is controlled by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (collectively, the “Investors”);

WHEREAS, on March 8, 2006, Valcon Acquisition B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Valcon Acquisition B.V.”) and a wholly-owned subsidiary of the Company, entered into a merger protocol, as amended on May 4, 2006, to acquire VNU N.V., a public company with limited liability organized under the laws of The Netherlands, and subsequently converted into VNU Group B.V., a private company with limited liability incorporated under the laws of The Netherlands, and which subsequently changed its name to The Nielsen Company B.V. (“Nielsen”);

WHEREAS, the Management Stockholder is providing the services of the Executive pursuant to a letter agreement with Nielsen dated April 26, 2007 (the “Engagement Letter”);

WHEREAS, the Management Stockholder has been selected by the Company to acquire ordinary shares of the Company (the “Common Stock”) and, in connection therewith, will receive options to acquire shares of Common Stock (together with any options to acquire shares of Common Stock granted to the Management Stockholder after the Effective Date, the “Options”) pursuant to the terms set forth below and the terms of the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. (the “Option Plan”) and (i) the Stock Option Agreement dated as of the date hereof, entered into by and between the Company and the Management Stockholder with respect to certain stock options of BuzzMetrics Ltd. which are being exchanged for Options (the “Rollover Stock Option Agreement”) and (ii) the Stock Option Agreement dated as of the date hereof, entered into by and between the Company and the Management Stockholder with respect to an aggregate of 700,000 Time and Performance Options (the “Additional Stock Option Agreement”; and together with the Rollover Stock Option Agreement, the “Stock Option Agreements”); and

WHEREAS, this Agreement is one of several other agreements (“Other Management Stockholders’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the “Other Management Stockholders”);

NOW THEREFORE, to implement the foregoing and in consideration of the issuance of shares of Common Stock and the grant of Options and of the mutual agreements contained herein, the Parties agree as follows:

1. Issuance of Options; Purchased Stock.

(a) The Management Stockholder hereby subscribes for, as of the Effective Date, and the Company shall issue to the Management Stockholder as of the Effective Date, 411,142 shares of Common Stock, at a per share price of $10.00 (the “Base Price”), which price is equal to the fair market value of the shares of the Company on the Effective Date as determined by the Board and supported by a valuation of the Company by an independent third party appraiser (all such shares acquired by the Management Stockholder, the “Purchased Stock”). The aggregate price for all shares of the Purchased Stock is $4,111,420, which shall be paid by the Management Stockholder by wire transfer of immediately available funds to the Company on the Effective Date.

(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the Effective Date, the Company is issuing to the Management Stockholder (x) Options to acquire shares of Common Stock pursuant to the terms of the Rollover Stock Option Agreement and (y) Options to acquire shares of Common Stock at an initial Option Exercise Price equal to (i) the Base Price and (ii) the Base Price multiplied by two pursuant to the terms of the Additional Stock Option Agreement; and the Parties shall execute and deliver to each other copies of the Stock Option Agreements concurrently with the issuance of all such Options.

(c) The Company shall have no obligation to issue any Purchased Stock or issue any Options to any Person who (i) is domiciled in or is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to it, him or her would constitute a violation of the securities or “blue sky” laws of such jurisdiction or (ii) is not engaged by or affiliated with a person who is engaged by the Company or any of its subsidiaries on the date hereof.

2. Management Stockholder’s Representations, Warranties and Agreements.

(a) In addition to agreeing to and acknowledging the restrictions on transfer of the Stock (as defined in Section 3(a) hereof) set forth in Section 3 hereof, if the Management Stockholder or the Executive is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that it will not transfer any shares of the Stock unless:

(i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the “Act”), and in compliance with applicable provisions of state securities laws; or

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(ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is domiciled or resident in any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction.

Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer permitted by or made pursuant to Sections 3 or 4 hereof, (y) a transfer to the Executive, and following any such transfer, a transfer upon the death or Permanent Disability of the Executive to the Executive’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement, and (z) a transfer made after the Effective Date in compliance with applicable securities laws to a Management Stockholder’s Trust (other than the Management Stockholder), provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.

(b) The Management Stockholder acknowledges that it has been advised that a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer. If the Management Stockholder or the Executive is a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act.

(c) If any shares of the Stock are to be disposed of in accordance with an applicable resale exemption or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at, or prior to, the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC.

(d) The Management Stockholder agrees that, if any shares of the Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued on Form S-8, S-4 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the

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Stock (except pursuant to such registration statement) for the “Lock-Up Period,” unless otherwise agreed to in writing by the Company. The “Lock-Up Period” is the period (i) beginning on the date of the receipt of a notice from the Company that the Company has filed, or imminently intends to file, such registration statement and (ii) ending one hundred and eighty (180) days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement. Notwithstanding the foregoing, if (1) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 2(d) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Company waives such extension in writing.

(e) The Management Stockholder represents and warrants that (i) with respect to the Stock, it has received and reviewed the available information relating to the Stock, including having received and reviewed the documents related thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) it has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which it deems necessary to evaluate the merits and risks related to its investment in the Stock and to verify the information contained in the information received as indicated in this Section 2(e), and it has relied solely on such information.

(f) The Management Stockholder further represents and warrants that (i) its financial condition is such that it can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for its current needs and contingencies, (ii) it can afford to suffer a complete loss of its investment in the Stock, (iii) it understands and has taken cognizance of all risk factors related to the acquisition of the Stock, (iv) its knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of the Stock as contemplated by this Agreement, (v) its participation in the acquisition of the Purchased Stock is voluntary and (vi) it is an “accredited investor” as such term is defined in Regulation D under the Act.

(g) The Management Stockholder hereby grants to Luxco an irrevocable proxy coupled with an interest to vote its Stock at any meeting of stockholders of the Company, to consent to holding such meetings at short notice and to exercise the voting rights attached to the Stock by way of unanimous written consent in lieu of a meeting, which proxy shall be valid and remain in effect until the earliest to occur of (i) an initial Public Offering, (ii) a Change in Control and (iii) the date on which the Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership percentage as of August 22, 2006.

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(h) The Management Stockholder is a Management Stockholder’s Trust for the benefit of the Executive, and shall be the party to which the Purchased Stock shall be issued initially and to which the Options shall be granted initially.

(i) The Management Stockholder and the Executive represent and warrant that (i) the Management Stockholder has full power and authority and has taken all required corporate, member and other action necessary to permit it to, and the Executive has the full and absolute legal right, capacity and power to, execute, deliver and perform their respective obligations under this Agreement and each other agreement contemplated hereby to which they are a party; and (ii) this Agreement and each other agreement contemplated hereby to which the Management Stockholder or the Executive is a party will, upon the execution and delivery thereof, constitute a valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding at law or in equity.

(j) The Management Stockholder and the Executive represent and warrant that (i) the execution, delivery and performance of this Agreement by the Management Stockholder and the Executive, and the consummation of the transactions contemplated hereby on the part of each of them, (A) does not violate any material provision of applicable law or any material order, decree, judgment or award to which either of them is subject and (B) does not and will not result in a breach of, or constitute a default under, or constitute an event which with notice or lapse of time or both would become a default under, any material agreement or material instrument to which either of them is a party or by which either of them is bound; and (ii) no authorization, approval or consent of, or notice to or filing with, any Person is or will be required for the execution, delivery or performance of this Agreement or the other agreements contemplated hereby to which either of them is a party or the consummation by either of them of the transactions contemplated hereby and thereby, other than those previously obtained or made.

3. Transferability of Stock.

(a) The Management Stockholder agrees that it will not directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”) and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities (collectively referred to as “Stock”) at any time from and after the Effective Date; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by clauses (x), (y) or (z) of Section 2(a)(ii) hereof; (ii) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company (excluding any registration on Form S-8, S-4 or any successor or similar form) pursuant to Section 7 hereof; or (iii) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 5(b) hereof); and provided, further, that following an initial Public Offering, the Management Stockholder may transfer shares of Stock only at the time of transfer by, and on the same terms as, the Investors and on a pro rata basis with the Investors (based on the percentage of Stock actually transferred by the Investors).

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(b) Notwithstanding anything in this Agreement to the contrary, if, following an initial Public Offering, the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) under the Engagement Letter is terminated as a result of the Executive’s death or Permanent Disability, the Management Stockholder may transfer, without limitation under this Agreement (but subject to any applicable securities laws), all or any portion of its Purchased Stock on and after the expiration of any Lock-Up Period that may be applicable.

(c) If, following an initial Public Offering, the Management Stockholder is unable to transfer shares of Stock due to restrictions on transfer of the Stock other than as set forth in this Agreement or due to the provisions of Section 7(e) hereof, then the restrictions on transfer of the Stock set forth in this Agreement shall terminate such that the Management Stockholder may (i) effect a sale of Stock to the public that the Management Stockholder would have been able to sell pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement at a prior time had such other restrictions on transfer of the Stock not been in effect and (ii) effect a sale of Option Stock to the public that the Management Stockholder would have been able to sell pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement at a prior time had the Options through which such Option Stock was acquired been exercisable at such prior time, in each case at the time of a sale by the Investors pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement.

(d) Notwithstanding anything in this Agreement to the contrary, this Section 3 shall terminate and be of no further force or effect upon the earlier to occur of (i) a Change in Control and (ii) the date on which the Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership percentage as of August 22, 2006.

4. The Company’s Option to Purchase Stock and Options of Management Stockholder Upon Certain Terminations of Executive’s Service.

(a) Termination for Cause by the Company. Except as otherwise provided herein, if (i) the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) under the Engagement Letter is terminated by the Company (and/or, if applicable, its subsidiaries) for Cause, (ii) the Management Stockholder or the Executive breaches any of the provisions of Section 22(a) hereof, (iii) the legal or beneficial owners of the Management Stockholder shall include any person or entity other than the Executive, his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, the estate of a deceased beneficiary or (iv) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 4(a) Call Event”):

(A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (x) the Fair Market Value Per Share on the applicable repurchase date and (y) the Base Price (or, with respect to any Option Stock, the Option Exercise Price) (any such applicable repurchase price, the “Section 4(a) Repurchase Price”); and

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(B) With respect to the Options, all such Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof.

(b) Termination by the Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder or the Executive without Good Reason (a “Section 4(b) Call Event”):

(A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009; and

(B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and (2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the applicable Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later date as may otherwise be provided in the applicable Stock Option Agreement.

(c) Termination for Death or Disability or without Cause by the Company or Termination by the Management Stockholder with Good Reason. Except as otherwise provided herein, if the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) is terminated (i) as a result of the death or Permanent Disability of the Executive or without Cause by the Company or (ii) by the Management Stockholder or the Executive with Good Reason (each a “Section 4(c) Call Event”):

(A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share price equal to the Fair Market Value Per Share on the applicable repurchase date; and

(B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of the Fair Market Value Per Share over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing

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Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the applicable Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate without payment (except as provided in Section 3.1(c) of the Rollover Stock Option Agreement) immediately upon termination of employment or on such later date as may otherwise be provided in the applicable Stock Option Agreement.

(d) Call Notice. The Company shall have a period (the “Call Period”) of sixty (60) days from the date of any Call Event (or, if later, with respect to a Section 4(a) Call Event, from the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 4(a) Call Event) in which to give notice in writing to the Management Stockholder of its election to exercise its rights and obligations pursuant to this Section 4 (“Call Notice”). The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company on the tenth Business Day after the giving of the Call Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 4) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) against delivery of an irrevocable power of attorney enabling the Company to cause the transfer to it of the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative.

(e) Delay of Call. Notwithstanding any other provision of this Section 4 to the contrary and subject to Section 8(a) hereof, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if a repurchase would not be permitted under, or would otherwise violate, applicable provisions of Dutch law (each such occurrence being an “Event”), the Company shall delay the repurchase of any of the Stock or the Options (pursuant to a Call Notice timely given in accordance with Section 4(d) hereof) from the applicable Management Stockholder Entities until the first Business Day which is ten (10) calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 4 shall be that number of shares of Stock, and (ii) in the case of a repurchase pursuant to Section 4(a), 4(b) or 4(c) hereof, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 4 shall be the number of Exercisable Option Shares, in each case held by the applicable Management Stockholder Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 4(d) hereof. All Options exercisable as of the date of a Call Notice, in the case of a repurchase pursuant to Section 4(a), 4(b) or 4(c) hereof, shall continue to be exercisable until the repurchase of such Options pursuant to such Call Notice, provided that to the extent that any Options are exercised after the date of such Call Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced accordingly.

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(f) Calculation of Option Excess Price. For the avoidance of doubt, in any instance where the Company purchases Options as set forth in this Section 4, the applicable Option Excess Price shall be calculated in tranches based on the applicable Option Exercise Prices relative to the applicable Repurchase Price, and not on an aggregate net basis, such that the Option Excess Price of any Options having the same Option Exercise Price, where the Option Excess Price is greater than zero, shall not be netted against the Option Excess Price of any Options having a different Option Exercise Price, where the Option Excess Price is less than or equal to zero.

(g) Effect of Accounting Principles. Notwithstanding anything set forth in this Section 4 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) that the provisions of this Section 4 would result in any of the Options being classified as a liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu of the corresponding provisions in Section 4(b) and Section 4(c) providing for the purchase by the Company of exercisable Options:

With respect to any exercisable Options, upon the occurrence of the applicable event giving rise to the Section 4 Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any, of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Call Period shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Notice, purchase all or any portion of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to the applicable Repurchase Price for Option Stock identified in Section 4(b) or Section 4(c), as applicable.

(h) Effect of Change in Control and Reduction in Investors’ Ownership. Notwithstanding anything in this Agreement to the contrary, this Section 4 shall terminate and be of no further force or effect upon the earlier to occur of (i) a Change in Control and (ii) the date on which the Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership percentage as of August 22, 2006.

5. Adjustment of Repurchase Price; Definitions.

(a) Adjustment of Repurchase Price. In determining the applicable repurchase price of the Stock and Options, as provided for in Section 4 hereof, appropriate adjustments shall be made for any stock dividends, extraordinary cash dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Section 4 hereof.

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(b) Definitions. All capitalized terms used in this Agreement and not defined herein shall have such meaning as such terms are defined in the Option Plan. Terms used herein and as listed below shall be defined as follows:

“Act” shall have the meaning set forth in Section 2(a)(i) hereof.

“Additional Stock Option Agreement” shall have the meaning set forth in the fourth “whereas” paragraph.

“Agreement” shall have the meaning set forth in the introductory paragraph.

“Base Price” shall have the meaning set forth in Section 1(a) hereof.

“Board” shall mean the Supervisory Board (raad van commissarissen) of Nielsen or, if and as when there exists a Supervisory Board of the Company, the Supervisory Board of the Company.

“Business Day” shall mean a day on which banks are open for business in Amsterdam, London, New York and Luxembourg (which, for avoidance of doubt, shall not include Saturdays, Sundays and public holidays in any of these cities).

“Call Events” shall mean, collectively, Section 4(a) Call Events, Section 4(b) Call Events, and Section 4(c) Call Events.

“Call Notice” shall have the meaning set forth in Section 4(d) hereof.

“Call Period” shall have the meaning set forth in Section 4(d) hereof.

“Cause” shall mean “Cause” as such term may be defined in any employment, change in control or severance agreement in effect at the time of termination between the Management Stockholder or the Executive and the Company or any of its subsidiaries or Rule 405 Affiliates; or, if there is no such employment, change in control or severance agreement or such term is not defined therein, “Cause” shall mean (i) the Management Stockholder’s or the Executive’s willful misconduct with regard to the Company; (ii) the Management Stockholder or the Executive is indicted for, convicted of, or pleading nolo contendere to, a felony, a misdemeanor involving moral turpitude, or an intentional crime involving material dishonesty other than, in any case, vicarious liability; (iii) the Management Stockholder’s or the Executive’s conduct involving the use of illegal drugs in the workplace; (iv) the Management Stockholder’s or the Executive’s failure to attempt in good faith to follow a lawful directive of its or his supervisor within ten (10) days after written notice of such failure; and/or (v) the Management Stockholder’s or the Executive’s breach of this Agreement, the Engagement Letter, the Management Stockholder’s or the Executive’s other agreements with the Company, or any employment agreement with any of the Company’s subsidiaries or Rule 405 Affiliates, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Management Stockholder or the Executive by the Company (to the extent that, in the reasonable judgment of the Board, such breach can be cured by the Management Stockholder or the Executive).

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“Change in Control” shall mean: any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act), other than any of the Investors or their Rule 405 Affiliates, obtains (i) direct or indirect beneficial ownership of more than fifty percent (50%) of the voting rights attached to the entire issued share capital of Luxco, or any entity which is wholly-owned, directly or indirectly, by Luxco and which has materially the same direct or indirect ownership of all direct and indirect subsidiaries of Luxco as does Luxco, or (ii) all or substantially all of the assets of the Luxco and its direct and indirect subsidiaries including Nielsen and its direct and indirect subsidiaries (collectively, the “Nielsen Group”) (excluding, for the avoidance of doubt, a transaction or series of transactions involving the sale of only (A) the assets of the entities comprising the Business Information division of the Nielsen Group, in combination with (B) the assets of either (x) the entities comprising the Marketing Information division of the Nielsen Group or (y) the entities comprising the Media Measurement and Information division of the Nielsen Group, in each case as such applicable division is constituted from time to time).

“Common Stock” shall have the meaning set forth in the fourth “whereas” paragraph.

“Company” shall have the meaning set forth in the introductory paragraph.

“Confidential Information” shall mean all non-public information concerning trade secrets, know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and confidential information of the Restricted Group.

“Custody Agreement and Power of Attorney” shall have the meaning set forth in Section 7(f) hereof.

“Effective Date” shall have the meaning set forth in the introductory paragraph.

“Engagement Letter” shall have the meaning set forth in the third “whereas” paragraph.

“Event” shall have the meaning set forth in Section 4(e) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any successor statute thereto).

“Exercisable Option Shares” shall mean the shares of Common Stock that, at the Repurchase Calculation Date, could be acquired by the Management Stockholder upon exercise of its outstanding and exercisable Options.

“Executive’s Estate” shall mean the conservators, guardians, executors, administrators, testamentary trustees, legatees or beneficiaries of the Executive.

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“Fair Market Value Per Share” shall mean the Market Value Per Share, or, if there has been no Qualified Public Offering, the fair market value of the Common Stock as determined in the good faith discretion of the Board.

“Good Reason” shall mean, without the Management Stockholder’s consent, (i) a reduction in Management Stockholder’s or the Executive’s annual base compensation or target annual incentive (whether payable to the Management Stockholder or the Executive) under the Annual Incentive Plan (“target AIP”) (excluding any reduction in the Management Stockholder’s or the Executive’s base compensation and/or target AIP that is part of a plan to reduce generally compensation of employees of the Company comparably situated with the Executive; provided that such reduction in the Management Stockholder’s or the Executive’s base compensation and/or target AIP is not greater than ten percent (10%) of such base compensation and target AIP); (ii) a material diminution in the nature or scope of the Management Stockholder’s or the Executive’s responsibilities, duties or authority (other than any such diminution which may occur by reason of the current corporate restructuring programs); (iii) the relocation by the Company of the Executive’s primary place of service for the Company to a location more than fifty (50) miles from 770 Broadway, New York, New York (which shall not be deemed to occur due to a requirement that the Executive travel in connection with the performance of his duties); or (iv) solely for the purposes of this Management Stockholder’s Agreement (and not for the purpose of any change in control or severance agreement or the Stock Option Agreements), the voluntary termination for any reason of service by the Management Stockholder or the Executive at any time following the third anniversary of the date of this Agreement; in any case of the foregoing clauses (i), (ii) or (iii), that remains uncured after ten (10) Business Days after the Management Stockholder has provided the Company written notice that the Management Stockholder believes in good faith that such event giving rise to such claim of Good Reason has occurred, so long as such notice is provided within ninety (90) days after such event has first occurred.

“Holders” shall have the meaning set forth in Section 7(d) hereof.

“Investors” shall have the meaning set forth in the first “whereas” paragraph.

“Lock-Up Period” shall have the meaning set forth in Section 2(d) hereof.

“Luxco” shall have the meaning set forth in the introductory paragraph.

“Management Stockholder” shall have the meaning set forth in the introductory paragraph, and shall also mean the Executive following any transfer of Stock or the Options to the Executive as permitted under this Agreement.

“Management Stockholder Entities” shall mean the Executive, the Management Stockholder’s Trust, the Management Stockholder and the Executive’s Estate, collectively.

“Management Stockholder’s Trust” shall mean a partnership, limited liability company, corporation, trust or custodianship, the beneficiaries of which may include only the Executive, his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary. For the avoidance of doubt, in addition to being the Management Stockholder, the Management Stockholder is a Management Stockholder’s Trust for purposes of this Agreement.

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“Market Value Per Share” shall mean, on the Repurchase Calculation Date, the price per share equal to (i) the last sale price of the Common Stock on the Repurchase Calculation Date on the principal stock exchange on which the Common Stock may at the time be listed or, (ii) if there shall have been no sales on such exchange on the Repurchase Calculation Date on any given day, the average of the closing bid and asked prices of the Common Stock on such exchange on the Repurchase Calculation Date or, (iii) if there is no such bid and asked price on the Repurchase Calculation Date, the average of the closing bid and asked prices of the Common Stock on the next preceding date when such bid and asked price occurred or, (iv) if the Common Stock shall not be so listed, the closing sales price of the Common Stock as reported by NASDAQ on the Repurchase Calculation Date in the over-the-counter market.

“Maximum Repurchase Amount” shall have the meaning set forth in Section 8(a) hereof.

“Nielsen” shall have the meaning set forth in the second “whereas” paragraph.

“Notice” shall have the meaning set forth in Section 7(b) hereof.

“Option Excess Price” shall mean, with respect to any Option, the aggregate amount paid or payable by the Company in respect of Exercisable Option Shares pursuant to Section 4 hereof.

“Option Exercise Price” shall mean the then-current exercise price of the shares of Common Stock covered by the applicable Option.

“Option Plan” shall have the meaning set forth in the fourth “whereas” paragraph.

“Options” shall have the meaning set forth in the fourth “whereas” paragraph.

“Option Stock” shall have the meaning set forth in Section 3(a) hereof.

“Other Management Stockholders” shall have the meaning set forth in the fifth “whereas” paragraph.

“Other Management Stockholders’ Agreements” shall have the meaning set forth in the fifth “whereas” paragraph.

“Parties” shall have the meaning set forth in the introductory paragraph.

“Permanent Disability” shall mean “Disability” or “Permanent Disability” (as applicable) as such term may be defined in any employment, change in control or severance agreement in effect at the time of termination between the Management Stockholder or the Executive and the Company or any of its subsidiaries or Rule 405 Affiliates; or, if there is no such employment, change in control or severance agreement or such term is not defined therein, “Permanent Disability” shall have occurred when the Executive has been unable to perform his material duties because of physical or mental incapacity for a period of at least 180 consecutive days, as determined by a medical doctor mutually agreed upon by the parties hereto. Any question as to the existence of the Permanent Disability of the Executive as to which the Management Stockholder and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Management Stockholder and the Company. If the Management Stockholder and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those

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two physicians shall select a third who shall make such determination in writing. The determination of Permanent Disability made in writing to the Company and the Management Stockholder shall be final and conclusive for all purposes of this Agreement (such inability is hereinafter referred to as “Permanent Disability” or being “Permanently Disabled”).

“Person” shall mean “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

“Piggyback Registration Rights” shall have the meaning set forth in Section 7(a) hereof.

“Proposed Registration” shall have the meaning set forth in Section 7(b) hereof.

“Public Offering” shall mean the sale of shares of Common Stock to the public subsequent to the date hereof pursuant to a registration statement under the Act which has been declared effective by the SEC (other than a registration statement on Form S-4, S-8 or any other similar form).

“Purchased Stock” shall have the meaning set forth in Section 1(a) hereof.

“Qualified Public Offering” shall mean a Public Offering, which results in an active trading market of 25% or more of the Common Stock.

“Repurchase Calculation Date” shall mean the date on which the repurchase occurs.

“Repurchase Eligibility Date” shall have the meaning set forth in Section 4(e) hereof.

“Repurchase Price” shall mean the amount to be paid in respect of the Stock and Options to be purchased by the Company pursuant to Section 4(a), 4(b), or 4(c) hereof, as applicable.

“Request” shall have the meaning set forth in Section 7(b) hereof.

“Restricted Group” shall mean, collectively, the Company, its subsidiaries, the Investors and their respective Rule 405 Affiliates.

“Rollover Stock Option Agreement” shall have the meaning set forth in the fourth “whereas” paragraph.

“Rule 405 Affiliate” shall mean an affiliate of the Company as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted in good faith by the Board.

“Sale Participation Agreement” shall mean that certain sale participation agreement entered into by and between the Management Stockholder and Luxco on behalf of the Investors dated as of the date hereof.

“SEC” shall mean the Securities and Exchange Commission.

“Section 4(a) Call Event” shall have the meaning set forth in Section 4(a) hereof.

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“Section 4(a) Repurchase Price” shall have the meaning set forth in Section 4(a) hereof.

“Section 4(b) Call Event” shall have the meaning set forth in Section 4(b) hereof.

“Section 4(c) Call Event” shall have the meaning set forth in Section 4(c) hereof.

“Shareholders’ Agreement” shall have the meaning set forth in Section 7(a) hereof.

“Stock” shall have the meaning set forth in Section 3(a) hereof.

“Stock Option Agreements” shall have the meaning set forth in the fourth “whereas” paragraph.

“Transfer” shall have the meaning set forth in Section 3(a) hereof.

“Valcon Acquisition B.V.” shall have the meaning set forth in the second “whereas” paragraph.

6. The Company’s Representations and Warranties.

(a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable.

(b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

7. “Piggyback” Registration Rights. Effective upon the date of this Agreement and until the later of (i) the occurrence of a Qualified Public Offering and (ii) December 31, 2011:

(a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the piggyback registration rights contained in the Shareholders’ Agreement (the “Shareholders’ Agreement”) entered into by and among Luxco, Valcon Acquisition B.V., the Company and investors party thereto (the “Piggyback Registration Rights”), in the form provided to the Management Stockholder on the date hereof (subject to any amendments thereto to which the Management Stockholder has

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agreed in writing to be bound), and, following the consummation of an initial Public Offering, if any one of the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in one or more Public Offerings and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Management Stockholder were an original party (other than Luxco, Valcon Acquisition B.V. and the Company) to the Shareholders’ Agreement, subject to applicable and customary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any rights to request registration under the Shareholders’ Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Shareholders’ Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock, whether acquired upon the exercise of an Option or not, acquired or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Listed Shares” as defined in the Shareholders’ Agreement.

(b) In the event of a sale of Common Stock by the Investors in accordance with the terms of the Shareholders’ Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”). If within five (5) Business Days of the receipt by the Management Stockholder of such Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 7; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Listed Shares held by the applicable Management Stockholder Entities.

(c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the number of shares of Stock being sold by the Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investors and the denominator of which is the aggregate number of shares of Stock owned by the Investors and any investment partnerships and investment limited liability companies investing with the Investors or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsections (d) and (e) of this Section 7) or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Piggyback Registration Rights.

(d) Subject to subsection (e) of this Section 7, if a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be

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likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in the Proposed Registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

(e) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration by the Management Stockholder and all Other Management Stockholders would be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration, in addition to shares to be sold by the Company and the selling Investors, the number of shares of Stock requested to be sold by the Management Stockholder and all Other Management Stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all requesting parties on the basis of the relative number of shares of Stock then held by each such party (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such party that exceed such party’s request will be reallocated among the remaining requesting parties in like manner).

(f) Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 7 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein.

(g) If the number of shares of Stock that the Management Stockholder is permitted to include in a Request pursuant to this Section 7 is limited by the fact that the Options are not exercisable at the time of such Proposed Registration, then at such time as the Options become exercisable (in whole or in part) and at any time thereafter, the Management Stockholder shall be entitled to register for public sale as part of any subsequent Proposed Registration such additional number of shares of Stock as the Management Stockholder could have registered at the time of the initial Proposed Registration.

17

(h) The Management Stockholder agrees that it will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 7.

8. Pro Rata Repurchases; Dividends.

(a) Notwithstanding anything to the contrary contained in Section 4 hereof, if at any time consummation of any purchase or payment to be made by the Company pursuant to this Agreement and the Other Management Stockholders Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock permitted without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Section 4(e) hereof shall apply in their entirety to payments and repurchases with respect to shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 8(a). Until all of such Stock is purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock is not purchased in accordance with this Section 8(a) shall have priority, on a pro rata basis, over other purchases of Stock by the Company pursuant to this Agreement and Other Management Stockholders’ Agreements.

(b) In the event any dividends are paid with respect to the Stock, the Management Stockholder will be treated in the same manner as all other holders of Common Stock with respect to shares of Stock then owned by the Management Stockholder, and, with respect to any Options held by the Management Stockholder, in accordance, as applicable, with the Stock Option Agreements.

9. Rights to Negotiate Repurchase Price. Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing, redeeming or otherwise acquiring for value shares of Stock or Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon in writing between the Parties hereto, whether or not at the time of such purchase, redemption or acquisition circumstances exist which specifically grant the Company the right to purchase, or the Management Stockholder the right to sell, shares of Stock or any Options under the terms of this Agreement; provided that no such purchase, redemption or acquisition shall be consummated, and no agreement with respect to any such purchase, redemption or acquisition shall be entered into, without the prior approval of the Board.

10. Covenant Regarding 83(b) Election. Except as the Company may otherwise agree in writing, to the extent applicable, the Management Stockholder hereby covenants and agrees that it will make an election provided pursuant to Treasury Regulation Section 1.83-2 with respect to the Stock, including without limitation, the Stock to be acquired upon each exercise of the Management Stockholder’s Options; and the Management Stockholder further covenants and agrees that it will furnish the Company with copies of the forms of election the Management Stockholder files within thirty (30) days after the date hereof, and within thirty (30) days after each exercise of Management Stockholder’s Options and with evidence that each such election has been filed in a timely manner.

18

11. Notice of Change of Beneficiary. Immediately prior to any transfer of Stock to the Executive or to a Management Stockholder’s Trust, the Management Stockholder shall provide the Company with a copy of the instruments effecting such transfer to the Executive or creating the Management Stockholder’s Trust and with the identity of the beneficiaries of the Management Stockholder’s Trust. The Management Stockholder shall notify the Company as soon as practicable prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust.

12. Recapitalizations, etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, amalgamation, consolidation or otherwise.

13. Management Stockholder’s and Executive’s Engagement by the Company. Nothing contained in this Agreement or in any other agreement entered into by the Company and the Management Stockholder or the Executive contemporaneously with the execution of this Agreement (subject to, and except as set forth in, the applicable provisions of the Engagement Letter and any offer letter or letter of employment provided to the Management Stockholder by the Company or any engagement or service agreement entered by and between the Management Stockholder or the Executive and the Company) (i) obligates the Company or any subsidiary of the Company to engage or retain the Management Stockholder or the Executive in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the engagement of the Management Stockholder or the services of the Executive at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder and the Executive hereby acknowledge and agree that neither the Company nor any other person has made any representations or promises whatsoever to the Management Stockholder or the Executive concerning the Management Stockholder’s or the Executive’s engagement or continued service to the Company or any subsidiary of the Company.

14. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns. In the case of a transferee permitted under clause (y) or (z) of Section 2(a)(ii) or Section 3 hereof, such transferee shall be deemed the Management Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a)(ii) or Section 3 hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.

15. Amendment. This Agreement may be amended only by a written instrument signed by the Parties hereto.

16. Closing. Except as otherwise provided herein, the closing of each issue or sale of shares of Stock pursuant to this Agreement shall take place at the principal office of the Company on the tenth Business Day following delivery of the notice by either Party to the other of its exercise of the right to acquire or dispose of such Stock hereunder.

19

17. Applicable Law; Jurisdiction; Arbitration; Legal Fees.

(a) The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the extent that the issue or transfer of Stock shall be subject to mandatory provisions of the laws of The Netherlands.

(b) In the event of any controversy among the Parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the Parties hereto, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules by a single independent arbitrator. Such arbitration process shall take place within 50 miles of the New York City metropolitan area. The decision of the arbitrator shall be final and binding upon all Parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

(c) Notwithstanding the foregoing, each of the Management Stockholder and the Executive acknowledges and agrees that the Company, its subsidiaries, the Investors and any of their respective Rule 405 Affiliates shall be entitled to injunctive or other relief in order to enforce the covenant not to compete, covenant not to solicit and/or confidentiality covenants as set forth in Section 22(a) of this Agreement.

(d) In the event of any arbitration or other disputes with regard to this Agreement or any other document or agreement referred to herein, each Party shall pay its own legal fees and expenses. Notwithstanding anything herein to the contrary, if any employment, change in control or severance agreement in effect between the Management Stockholder or the Executive and the Company or any of its subsidiaries or Rule 405 Affiliates contains a similar provision relating to arbitration and/or dispute resolution, such provision in such agreement shall govern any controversy hereunder.

18. Assignability of Certain Rights by the Company. The Company shall have the right to assign any or all of its rights or obligations to purchase shares of Stock pursuant to Section 4 hereof.

19. Miscellaneous.

(a) In this Agreement all references to “dollars” or “$” are to U.S. dollars and the masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates

(b) If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.

(c) If any payments of money, delivery of shares of Common Stock or other benefits due to the Management Stockholder hereunder could cause the application of an accelerated or additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to the Management Stockholder, that does not cause such an accelerated or additional tax.

20

20. Withholding. The Company or its subsidiaries shall have the right to deduct from any cash payment made under this Agreement to the applicable Management Stockholder Entities any minimum federal, state or local income or other taxes required by law to be withheld with respect to such payment.

21. Notices. All notices and other communications provided for herein shall be in writing. Any notice or other communication hereunder shall be deemed duly given (i) upon electronic confirmation of facsimile, (ii) one Business Day following the date sent when sent by overnight delivery and (iii) five (5) Business Days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid, in each case as follows:

(a) If to the Company, to it at the following address:

Valcon Acquisition Holding B.V.

c/o The Nielsen Company (US), Inc.

45 Danbury Road

Wilton, Connecticut 06897

Attention: Chief Legal Officer

Telecopy: (203) 563-2876

with copies to:

Clifford Chance LLP

Droogbak 1A

1013 GE Amsterdam

The Netherlands

Telefax: +31 20 711 9999

Attention: Joachim Fleury

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: John G. Finley, Esq.

Telecopy: (212) 455-2502

(b) If to the Management Stockholder or the Executive, to it or him at 155 West 70th Street, Apartment 14A, New York, New York 10023; or at such other address as a Party shall have specified by notice in writing to the other Parties.

22. Confidential Information; Covenant Not to Compete.

(a) In consideration of the Company entering into this Agreement with the Management Stockholder, each of the Management Stockholder and the Executive hereby agrees effective as of the date of the Executive’s commencement of service with the

21

Company or its subsidiaries, without the Company’s prior written consent, the Management Stockholder and the Executive shall not, directly or indirectly, (i) at any time during or after the Executive’s service for the Company or its subsidiaries under the Engagement Letter, disclose any Confidential Information pertaining to the business of the Company, the Investors, or any of their respective Rule 405 Affiliates (except when required to perform its or his duties to the Company or one of its subsidiaries, by law or judicial process) or disparage the Company, the Investors, or any of their respective Rule 405 Affiliates; or (ii) at any time during the Executive’s service with the Company or its subsidiaries and for a period of twelve (12) months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes with the business of the Company, the Investors, or any of their respective Rule 405 Affiliates, (B) solicit customers or clients of the Company or any of its subsidiaries to terminate their relationship with the Company or any of its subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company, the Investors, or any of their respective Rule 405 Affiliates or (C) solicit or offer employment to any person who has been employed by the Company or any of its subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Executive’s services with the Company; provided, however, that the foregoing clause (ii) shall not apply with respect to any Rule 405 Affiliates that are engaged in a business substantially different than that of the Company or any of its subsidiaries. If the Management Stockholder or the Executive is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.

(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Executive’s services are unique and because the Executive and the Management Stockholder have had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

(c) In the event that the Management Stockholder or the Executive breaches any of the provisions of Section 22(a) hereof, in addition to all other remedies that may be available to the Company, such Management Stockholder and/or the Executive shall be required to pay to the Company any amounts actually paid to it or him by the Company in respect of any repurchase by the Company of the Options or shares of Common Stock underlying the Options held by such Management Stockholder.

(Remainder of page intentionally left blank.)

22

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

VALCON ACQUISITION HOLDING B.V.
By:	/s/ Scott A. Schoen
	Name:	Scott A. Schoen
	Title:	Managing Director
VALCON ACQUISITION HOLDING (LUXEMBOURG) S.Á.R.L.
By:	/s/ Wolfgang Zettel
	Name:	Wolfgang Zettel
	Title:	Manager A
By:	/s/ Scott A. Schoen
	Name:	Scott A. Schoen
	Title:	Manager B
MANAGEMENT STOCKHOLDER:
PEREG HOLDINGS LLC
By:	/s/ Ruth Fisher
	Name:	Ruth Fisher
	Title:	President
EXECUTIVE:
/s/ Itzhak Fisher
ITZHAK FISHER

Management Stockholder’s Agreement Signature Page

23

EX-10.23

Exhibit 10.23

David L. Calhoun

Chairman & Chief Executive Officer

February 27, 2009                               

Mr. Itzhak Fisher

The Nielsen Company

770 Broadway

New York, New York 10003

Dear Itzhak:

This letter confirms your current terms of employment with The Nielsen Company. As the head of our Global Product Leadership organization, you report directly to me. You are responsible for guiding the strategy, development and delivery of all Nielsen product solutions to the global marketplace. You also have overall responsibility for our Online, Telecom, IAG, Claritas and Entertainment businesses as well as Global Measurement Science. You are based in our New York City office.

Your annualized base salary is $625,000, payable in bi-weekly installments of $24,038.46. Your base salary will be reviewed annually along with other company executives. Your 2009 annual incentive plan opportunity is $600,000 which is payable in accordance with the terms of that plan. Four weeks of annual vacation are provided.

As a full-time employee, you are eligible to participate in the company’s 401(k) and deferred compensation plans and the comprehensive benefits program including our medical, dental, group life and long-term disability plans. We also provide you with the following executive perquisites:

1. annual car allowance of $15,600, payable bi-weekly;

2. annual financial planning and tax assistance of up to $15,000; and

3. annual executive physical assistance of up to $2,500.

These executive perquisites will be grossed-up for income taxes on an annual basis.

All amounts payable to you by the company will be subject to withholding for taxes in accordance with the normal payroll practices of the company. Your employment is on an “at-will” basis. This letter supersedes all prior letters covering the subject matter referred to above.

Itzhak, I look forward to working with you.

Sincerely,

/s/ David L. Calhoun

David L. Calhoun

Agreed:

/s/ Itzhak Fisher

Itzhak Fisher

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

For the Years ended December 31, 2008 and 2007, the Periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and the Years ended December 31, 2005 and 2004

(IN MILLIONS)	Successor									Predecessor
	Year ended December 31, 2008			Year ended December 31, 2007			May 24 - December 31, 2006			January 1 - May 23, 2006		Year ended December 31, 2005			Year ended December 31, 2004
Fixed charges
Interest expense	$	639		$	650		$	386		$	49	$	133		$	192
Interest capitalized		2			1			—			—		1			4
Appropriate portion of rental expense representative of the interest factor		36			37			27			17		47			51
Total fixed charges	$	677		$	688		$	413		$	66	$	181		$	247
Earnings
(Loss)/income from continuing operations before income taxes, minority interests and equity in net (loss)/income of affiliates	$	(510	)	$	(266	)	$	(390	)	$	19	$	194		$	310
Fixed charges per above		677			688			413			66		181			247
Amortization of capitalized interest		2			1			1			1		1			—
Dividends received from affiliates		11			8			4			8		11			11
Minority interest in net loss of consolidated subsidiaries		—			—			—			—		—			5
Interest capitalized		(2	)		(1	)		—			—		(1	)		(4	)
Total earnings	$	178		$	430		$	28		$	94	$	386		$	569
Ratio of earnings to fixed charges		(a	)		(a	)		(a	)		1.4		2.1			2.3

(a) Earnings for the years ended December 31, 2008 and 2007 and for the successor period of May 24, 2006 to December 31, 2006 were inadequate to cover fixed charges by $499 million, $258 million and $385 million, respectively.

EX-21

Exhibit 21

ACNielsen AMER Algeria Sarl

AGB America S.A. IBC

VNU Business Media Argentina S.A.

Nielsen-Netratings Pty. Ltd.

Traffion Technologies Pty. Limited

AGB Nielsen Media Research Pty. Ltd.

Red Sherrif Australia Pty. Ltd.

NetRatings Australia Pty. Ltd.

Red Sherrif (Europe) Pty. Ltd.

The Nielsen Company (Australia) Pty. Ltd.

ACNielsen Research Pty Limited

Decisions Made Easy Pty. Ltd.

The Nielsen Company (Holdings) Pty Limited

A.C. Nielsen Gesellschaft m.b.H.

ACNielsen Azeri

The Nielsen Company (Bangladesh) Ltd.

ACNielsen Bel

A.C. Nielsen Company & Co SA

AGB Nielsen Media Research SPRL

A.C. Nielsen Company (Beglium) S.A.

AC Nielsen BH d.o.o. Sarajevo

Nielsen Business Media Brasil Feiras e Congressos Ltda.

A.C.Nielsen do Brasil Ltda.

AGB Bulgaria Ltd.

ACNielsen Bulgaria Ltd

ACNielsen Cameroon Sarl

Nielsen Media Research Limited

ACNielsen Canada Holding Company

ACNielsen Company of Canada

ACNielsen Cayman Islands Colombia Ltd.

ACNielsen Cayman Islands Ltd.

A.C. Nielsen Chile Limitada

ACNielsen (Guangzhou) Ltd.

AGB Nielsen Market Research (China) Ltd.

Netratings (Shanghai) Company, Ltd.

The Nielsen Company (Shanghai) Ltd.

A.C. Nielsen de Colombia Ltda.

ACNielsen Costa Rica S.A.

AC Nielsen Cote d’Ivoire Limited

AGB Nielsen Media Research Ltd.

ACNielsen d.o.o.

ACNielsen Cyprus Limited

AGB (Cyprus) Ltd.

Mediaedge ltd.

AMER Research Limited

ACNielsen Czech Republic s.r.o.

AMAR Research s.r.o.

The Nielsen Company (Denmark) Aps

AGB-CDM Dominicana, C.p.A

ACNielsen Dominicana, S.A.

ACNielsen Egypt Limited

AC Nielsen El Salvador, S.A. de C.V.

ACNielsen Eesti OÜ

Finnpanel Oy

A.C. Nielsen Finland Oy

IT Media Partners France SAS

AC Nielsen SAS

Nielsen Holding France SAS

VNU Publications France S.A.

Netratings France SARL

Naviant France Sarl.

MediaMetrie Netratings SAS

Nielsen Media Research GmbH

The Nielsen Company (Germany) GmbH

VNU Holding (Deutschland) GmbH

Nielsen Music Control GmbH

VNU Business Publications Deutschland GmbH

Naviant Deutschland GmbH

ACNielsen Ghana Limited

AGB Nielsen Media Research S.A.

Organotiki S.A.

ACNielsen S.A.

ACNielsen Centroamerica, S.A.

ACNielsen Honduras S.A. de C.V.

ACNielsen International Research (Hong Kong) Limited

AGB Nielsen Media Research (Hong Kong) Limited

ACNielsen Group Limited

Survey Research Hong Kong Ltd.

Netratings Hong Kong Limited

The Nielsen Company (Hong Kong) Limited

The Nielsen Company (Management Services -HK) Limited

ACNielsen Holdings Limited

Nielsen Online Hong Kong Limited

Nielsen Business Media Asia Limited

AGB Nielsen Médiakutato

ACNielsen Piackutató Kft.

ACNielsen Marketing Research India Private Limited

ORG-IMS Research Private Limited

ACNielsen ORG-MARG Private Limited

TAM Media Research Private Limited

ACNielsen Research Services Private Limited

NTRT Eratings India Private Limited

ORG-GfK Marketing Services (India) Pvt. Ltd.

PT. AGB Nielsen Media Research Indonesia

PT. The Nielsen Company Indonesia

A.C. Nielsen of Ireland Limited

AGB Nielsen Media Research (Ireland) Limited

VNU Data & Network Services Limited

Aircheck International Ltd.

A.C. Nielsen (Dublin) Limited

VNU Investment

ACNielsen (Israel) Ltd.

Buzzmetrics, Ltd.

Panel International S.r.l.

Media Instruments Italia S.r.l.

AGB Nielsen Media Research Holding S.p.A.

AGB Nielsen Media Research TAM S.r.l.

AGB Nielsen Media Research S.r.l.

The Nielsen Company (Italy) S.r.l.

A.C. Nielsen Store Audit S.R.L.

NetRatings Italia Srl

NetRatings Japan

The Nielsen Company (Japan) KK

ACNielsen Kazakhstan Ltd.

ACNielsen Kenya Limited

The Nielsen Company Korea Ltd

KADD Nielsen Media Research, Inc.

BasicNet, Inc.

ACNielsen Latvia SIA

UAB ACNielsen Baltics

European Media Investors S.A.

Valcon Acquisition Holding (Luxembourg) S.a.r.l.

ACNielsen Marketing Promotions (Malaysia) Sdn. Bhd.

The Nielsen Company (MALAYSIA) SDN. BHD.

AGB Nielsen Media Research (Malaysia) Sdn. Bhd.

The Nielsen Company (Mauritius) Limited

A.C. Nielsen, SRL de C.V.

Nielsen Mexico Services, SRL de CV

ACNielsen Montenegro d.o.o. Podgorica

ACNielsen AMER - SARL

ACNielsen Nepal Pvt. Ltd.

Nielsen Holding and Finance B.V.

VNU Intermediate Holding B.V.

TNC Americas C.V.

Nielsen General Partner B.V.

AGB Nielsen Media Research B.V.

AGB Nielsen Media Research TAM Holding B.V.

AGB Netherlands C.V.

Nielsen Media Research B.V.

A.C. Nielsen South Africa B.V.

Nielsen Holding B.V.

Valcon Acquisition B.V.

Nielsen Coöperatie W.A.

Valcon Acquisition Holding B.V.

Nielsen B.V.

Naviant Europe B.V.

A.C. Nielsen (Polen) B.V.

Neslein Holding (Spain) C.V.

Menesta Investments B.V.

Kalanka B.V.

Art Holding (Brazil) C.V.

A.C. Nielsen South Africa Holdings B.V.

ACNielsen (Nederland) B.V.

VNU Marketing Information Europe & Asia B.V.

Nielsen Music Control Nederland B.V.

B.V. Dagblad en Drukkerij Het Centrum

VNU International B.V.

The Nielsen Company B.V.

VNU Business Media Europe B.V.

Nielsen Holding Nederland B.V.

Netratings ULC (New Zealand)

AGB Nielsen Media Research (New Zealand) Ltd.

ACNielsen (NZ) ULC

ACNielsen Nicaragua, S.A.

ACNielsen Nigeria Limited

Nielsen Media Research AS

ACNielsen Norge AS

ACNielsen Pakistan (Private) Limited

AGB Panamericana, S.A.

ACNielsen Panama, S.A.

AGB Nielsen Media Research (Philippines) Inc.

AGB Nielsen Media Research (Manilla) Inc.

The Nielsen Company (Philippines), Inc.

AGB Nielsen Media Research Sp. z ..o.o.

ACNielsen Polska Sp.z.o.o.

AGB Portugal Lda. (In Liquidation)

A.C. Nielsen Portugal- Estudos de Mercado- Unipessoal, Lda.

A.C. Nielsen P.R. LLC.

AGB TAM S.r.l.

ACNielsen Romania srl

AGB Television JSC

ZAO ACNielsen

AGB Nielsen Media Research d.o.o.

AC Nielsen d.o.o.

The Nielsen Company (Singapore) Pte. Ltd.

ACNielsen (Singapore) Pte. Ltd.

AGB Nielsen Media Research (Singapore) Pte. Ltd.

The Nielsen Company (Singapore) Holdings Pte. Ltd.

NetRatings Pte. Ltd.

ACNielsen Slovakia s.r.o.

AGB Nielsen, medijske raziskave, d.o.o

AGB Lab d.o.o.

ACNielsen raziskovalna druzba, d.o.o.

AGB Nielsen Media Research (South Africa) (Pty) Limited

ACNielsen Marketing and Media (Pty) Limited

Interactive Market Systems (South Africa) (Pty) Limited

AGB Nielsen Media Research (South Korea) Limited

NetRatings Spain SL

A.C. Nielsen Company, S.L.

CEC Media S.A.

Netvalue Internet Measurement S.A.

N&P Holding Spain S.L.

ASEE Nielsen Holding (Spain) S.r.l.

Publinformatica S.A.

Nielsen EDI, S.L.

The Nielsen Company Lanka (Private) Limited

ACNielsen AB

Claritas Precision Marketing AB

AGBNielsen Media Research (Sweden) AB

Media Instruments S.A.

AGB Nielsen Media Research Media Services S.A.

NetRatings Switzerland GmbH

ACNielsen SA

ACNielsen Management Services SA

VNU Business Media SA

AGB Nielsen Media Research (Taiwan) Ltd.

The Nielsen Company Taiwan Ltd.

ACNielsen (Tanzania) Ltd.

AGB Nielsen Media Research (Thailand) Ltd.

The Nielsen Company (Thailand) Limited

AMER Tunisia Sarl

AGB Nielsen Media Research Piyasa Hizmetleri A.S.

ACNielsen Arastirma Hizmetleri Limited Sirket

The Nielsen Company Medya Yayincilik ve Tanitim

Hizmetleri Anonim Şirketii

ACNielsen Uganda Limited

ACNielsen Ukraine Limited Liability Company

Nielsen Book Services Limited

AGB Nielsen Media Research Ltd. (ATR UK Ltd.)

Interactive Market Systems (UK) Limited

NetRatings UK Limited

VNU Business Media Europe Limited

Nielsen NRG UK Limited

NetCrawling UK Limited

A.C. Nielsen Company Limited

ACNielsen Holdings UK Limited

Nielsen EDI Limited

VNU Entertainment Media UK Limited

VNU Holdco (UK) Limited

Nielsen Media Research Limited

Decisions Made Easy Ltd.

Trader Marketing Data Limited

Nielsen Mobile Limited

Nielsen Business Media, Inc.

Advertising Center, Inc.

Nielsen Mobile, LLC.

Nielsen Business Media Holding Company

TNC (US) Holdings, Inc.

VNU Marketing Information, Inc.

Billboard Cafes, Inc.

Neslein Holding, L.L.C.

NMR Licensing Associates LP

RewardTV, Inc.

Athenian Leasing Corporation

Foremost Exhibits, Inc.

ACN Holdings Inc.

ACNielsen Corporation

A. C. Nielsen Company, LLC.

The Nielsen Company (US), LLC.

AC Nielsen Mexico LLC

NMR Investing I, Inc.

A.C. Nielsen (Argentina) S.A.

ART Holding, L.L.C.

ACNielsen eRatings.com

ACNielsen EDI II, Inc.

CZT/ACN Trademarks, L.L.C.

Panel International SA LLC

Nielsen Leasing Corporation

Nielsen Holdings, L.L.C.

Scarborough Research

Strategic Mapping, Inc.

Nielsen National Research Group, Inc.

Nielsen Finance Co.

Nielsen Finance LLC

MFI Holdings, Inc.

POC, Inc.

Showeast, LLC

BM Holdings, LLC

Buzzmetrics, Inc.

NetRatings, LLC.

EMIS (Canada), LLC

Nielsen IAG, Inc.

AGB Panamericana de Venezuela Medicion

AC Nielsen de Venezuela S.A.

ACN VZ Holding Company, S.A.

ACNielsen Vietnam Ltd.

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, David L. Calhoun, certify that:

1. I have reviewed this annual report on Form 10-K of The Nielsen Company B.V. (“Nielsen”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Nielsen as of, and for, the periods presented in this report;

4. Nielsen’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange act rules 13a-15(f) and 15d-15(f)) for Nielsen and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Nielsen, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of Nielsen’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in Nielsen’s internal control over financial reporting that occurred during Nielsen’s most recent fiscal quarter (Nielsen’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Nielsen’s internal control over financial reporting; and

5. Nielsen’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Nielsen’s auditors and the audit committee of Nielsen’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Nielsen’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in Nielsen’s internal control over financial reporting.

Date: March 26, 2009	/s/ David L. Calhoun
	David L. Calhoun
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Brian West, certify that:

1. I have reviewed this annual report on Form 10-K of The Nielsen Company B.V. (“Nielsen”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Nielsen as of, and for, the periods presented in this report;

4. Nielsen’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange act rules 13a-15(f) and 15d-15(f)) for Nielsen and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Nielsen, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of Nielsen’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in Nielsen’s internal control over financial reporting that occurred during Nielsen’s most recent fiscal quarter (Nielsen’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Nielsen’s internal control over financial reporting; and

5. Nielsen’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Nielsen’s auditors and the audit committee of Nielsen’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Nielsen’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in Nielsen’s internal control over financial reporting.

Date: March 26, 2009	/s/ Brian West
	Brian West Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of The Nielsen Company B.V. (the “Company”) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David L. Calhoun, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be part of the Report or filed for any purpose whatsoever.

/s/ David L. Calhoun

David L. Calhoun

Chief Executive Officer

March 26, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of The Nielsen Company B.V. (the “Company”) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian West, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be part of the Report or filed for any purpose whatsoever.

/s/ Brian West

Brian West

Chief Financial Officer

March 26, 2009