Final Prospectus

$650,000,000 aggregate principal amount of our 10% senior notes due 2014 and the guarantees thereof, €150,000,000 aggregate principal amount of our 9% senior notes due 2014 and the guarantees thereof, and $1,070,000,000 aggregate principal amount at maturity of our 12¹/ 2% senior subordinated discount notes due 2016 and the guarantees thereof which have been registered under the Securities Act of 1933 for our 10% senior notes due 2014 and the guarantees thereof, our €150,000,000 aggregate principal amount our 9% senior notes due 2014 and the guarantees thereof, and $1,070,000,000 aggregate principal amount at maturity of our 12¹/2% senior subordinated discount notes due 2016 and the guarantees thereof, respectively.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus (which constitute the “exchange offer”), to exchange up to (i) $650,000,000 aggregate principal amount of our 10% senior notes due 2014 (the “Senior Dollar Notes”) and the guarantees thereof, (ii) €150,000,000 aggregate principal amount of our 9% senior notes due 2014 (the “Senior Euro Notes” and, collectively with the Senior Dollar Notes the “Senior Notes”) and the guarantees thereof, and (iii) $1,070,000,000 aggregate principal amount at maturity of our 12¹/2% senior subordinated discount notes due 2016 (the “Senior Subordinated Discount Notes” and, collectively with the Senior Dollar Notes, the “Dollar Notes”) and the guarantees thereof, each of which we refer to as the “exchange notes,” for a like principal amount of (i) our 10% senior notes due 2014 and the guarantees thereof, (ii) our 9% senior notes due 2014 and the guarantees thereof, and (iii) our 12¹/2% senior subordinated discount notes due 2016 and the guarantees thereof, respectively, each of which we refer to as the “old notes.” We refer to the old notes and the exchange notes collectively as the “notes.” The terms of the exchange notes are identical to the terms of the old notes in all material respects, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the old notes. Each of the notes is irrevocably and unconditionally guaranteed by The Nielsen Company B.V. and certain of its subsidiaries which guarantee its obligations under the new senior secured credit facility.

We will exchange any and all dollar-denominated old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 30, 2007, unless extended.

We will exchange any and all euro-denominated old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., London time, on August 30, 2007, unless extended.

We intend to apply to list the Senior Euro Notes on the Luxembourg Stock Exchange’s Euro MTF market.

Broker-dealers who acquired old notes directly from us in the initial offering must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resales of exchange notes and cannot rely on the position of the staff of the Securities and Exchange Commission set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 20 of this prospectus for a discussion of certain risks that you should consider before participating in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), neither Nielsen nor anyone acting on its behalf has made or will make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that the Initial Purchasers may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in the Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000 as shown in its last annual or consolidated accounts; or

(c) in any other circumstances which do not require the publication by Nielsen of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this restriction, the expression an “offer of the notes to the public” in relation to any of the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offering and the notes to be offered so as to enable an investor to decide to

purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The notes may not be offered or sold in or into the United Kingdom by means of any document except in circumstances that do not constitute an offer to the public within the meaning of the Public Offers of Securities Regulations 1995. All applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the notes in, from or otherwise involving or having an effect in the United Kingdom.

In France, the notes may not be directly or indirectly offered or sold to the public, and offers and sales of the notes will only be made in France to providers of investment services relating to portfolio management for the account of third parties and/or to qualified investors acting for their own account, in accordance with Articles L.411-1, L.411-2 and D.411-1 of the Code Monétaire et Financier. Accordingly, this prospectus has not been submitted to the Autorité des Marchés Financiers. Neither this prospectus nor any other offering material may be distributed to the public or used in connection with any offer for subscription or sale of the notes to the public in France or offered to any investors other than those (if any) to whom offers and sales of the notes in France may be made as described above and no prospectus shall be prepared and submitted for approval (visa) to the Autorité des Marchés Financiers.

Les titres ne peuvent être offerts ni vendus directement ou indirectement au public en France et ni l’offre ni la vente des titres ne pourra être proposée qu’ à des personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers et/ou à des investisseurs qualifiés agissant pour compte propre conformément aux Articles L.411-1, L.411-2 et D411 1 du Code Monétaire et Financier. Par conséquent, ce prospectus n’a pas été soumis au visa de l’Autorité des Marchés Financiers et aucun prospectus ne sera preparé ou soumis au visa de l’Autorité des Marchés Financiers. Ni ce prospectus ni aucun autre document promotionnel ne pourra être communiqué en France au public ou utilisé en relation avec l’offre de souscription ou la vente ou l’offre de titres au public ou à toute personne autre que les investisseurs (le cas échéant) décrits ci-dessus auxquels les titres peuvent être offerts et vendus en France.

The notes may be offered and sold in Germany only in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. This prospectus has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Directive 2003/71/EC.

The notes have not been and will not be qualified under the securities laws of any province or territory of Canada. The notes are not being offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities laws of any province or territory thereof.

Until October 30, 2007 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

PROSPECTUS SUMMARY

This summary highlights information about Nielsen Finance LLC, a Delaware limited liability company (“Nielsen Finance LLC”) and wholly owned subsidiary of The Nielsen Company B.V., formerly known as VNU Group B.V. and prior to that as VNU N.V., or “Nielsen,” and Nielsen Finance Co., a Delaware corporation (“Nielsen Finance Co.”) and a wholly owned subsidiary of Nielsen Finance LLC, and the notes contained elsewhere in this prospectus. It is not complete and may not contain all the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors.” In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, references to the “Issuers” refer to Nielsen Finance LLC and Nielsen Finance Co., and references to “we,” “our,” “us,” and “the Company” refer to Nielsen and each of its consolidated subsidiaries, including the Issuers. Financial information identified in this prospectus as “pro forma” gives effect to the closing of the Transactions, which are described in this prospectus summary under “—The Transactions.”

Overview

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. Our Nielsen brands, including ACNielsen, Nielsen Media Research, Nielsen Entertainment and Nielsen//NetRatings, are recognized worldwide as leaders in marketing information and analysis, television ratings, entertainment measurement and Internet advertising measurement, respectively. 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 each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows worldwide, operate approximately 100 websites and publish more than 100 print publications and online newsletters. For the twelve months ended March 31, 2007, we generated revenue of $4,243 million and earnings before interest, taxes, depreciation and amortization and other adjustments permitted under our senior credit facility (“Covenant EBITDA”) of $1,121 million.

We have traditionally operated 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. ACNielsen, our leading brand within Consumer Services, is a global leader in retail measurement services and consumer household panel data. Consumer Services’ extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information that influence our customers’ 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 of multiple media platforms, including broadcast and cable television, motion pictures, music, print, the Internet and outdoor advertising. Our leading brand within Media, Nielsen Media Research, 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 television advertising. Our Business Media segment is a leading market-focused provider of integrated 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 customer relationships, multi-year contracts and high contract renewal rates related to marketing and media measurement services. Advertising across our segments represented only 4% of our total pro forma revenue in 2006. We serve a global customer base across multiple end markets including consumer packaged goods, retail, broadcast and

cable television, music and online media. The average length of relationship with our top ten customers including The Procter & Gamble Company, the Unilever Group, Nestlé S.A. and The Coca-Cola Company is 30 years.

Our revenue is diversified by business segment, geography and customer. In 2006, 57% of our pro forma revenues were generated from our Consumer Services segment, 32% from our Media segment and the remaining 11% from our Business Media segment. We conduct our business activities in more than 100 countries, with 58% of our pro forma revenues generated in the U.S., 9% in North and South America excluding the U.S., 24% in Europe, the Middle East and Africa, and the remaining 9% in Asia Pacific. No single customer accounted for more than 5% of our total pro forma revenue in 2006.

The Transactions

The Tender Offer and Acquisition

On March 8, 2006, Valcon Acquisition B.V. (“Valcon”), 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”), entered into a merger protocol to acquire Nielsen. The price per share paid to Nielsen shareholders was €29.50 per ordinary share and €21.00 per 7% preferred share. The tender offer was settled on various dates commencing May 24, 2006, and all of Nielsen’s issued and outstanding preferred B shares were separately purchased by Valcon for €102 million, together representing approximately 99.4% of Nielsen’s issued and outstanding share capital at December 31, 2006. To finance the tender and the purchase of Nielsen’s shares, Valcon used a combination of investments in Valcon’s equity through its parent companies by investment funds associated with or designated by the Sponsors and a senior secured bridge facility providing for borrowings by Valcon. Valcon intends to acquire the remaining Nielsen share capital through a statutory squeeze-out procedure, which is expected to be completed by the end of 2007. We used additional equity contributed to Valcon by investment funds associated with or designated by the Sponsors and additional investors chosen by the Sponsors (the “Co-Investors”), as well as available cash on hand, the proceeds from the offering of the old notes, proceeds from the offering by Nielsen Finance LLC and Nielsen Finance Co. of Senior Notes and Senior Subordinated Discount Notes (each as defined below) and borrowings under the new senior secured credit facilities described below to repay Valcon’s senior secured bridge facility and to purchase from Valcon and/or cancel Nielsen’s preferred B shares. As of March 31, 2007, investment funds associated with or designated by the Sponsors had invested approximately $4,156 million in the equity of Valcon through its parent companies. In connection with the Transactions, Nielsen delisted its shares from the Eurolist by Euronext Amsterdam Stock Exchange, and converted from a Dutch N.V. (a public company) to a Dutch B.V. (a private company).

The Financing Transactions

Concurrently with the closing of the offering of the old notes on August 9, 2006, we entered into the following financing transactions:

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new senior secured credit facilities, consisting of $4,175 million and €800 million ($1,027 million) senior secured seven-year term loan facility, all of which was borrowed at the closing of the Transactions (as defined below), and a six-year $688 million senior secured revolving credit facility, none of which was borrowed at the closing of the Transactions;

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the issuance by Nielsen of €343 million aggregate principal amount at maturity (€200 million aggregate gross proceeds) of 11¹/8% Senior Discount Notes due 2016 (the “Nielsen Senior Discount Notes”);

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

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the repayment of all amounts outstanding under Valcon’s senior secured bridge facility and the purchase and/or cancellation of certain of Nielsen’s shares with the proceeds of the offering of the old notes, term loan borrowings under the new senior secured credit facilities, and equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and the Co-Investors; and

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the repurchase on the closing of the Transactions of substantially all of Nielsen Media Research’s $150 million 7.60% debenture loan due 2009, and the repurchase and/or redemption of €148 million ($190 million) outstanding aggregate principal amount of Nielsen’s €150 million private placement debenture loan due 2006, €500 million ($642 million) aggregate principal amount of Nielsen’s 6.625% debenture loan due 2007, NLG 600 million ($350 million) aggregate principal amount of Nielsen’s 5.50% debenture loan due 2008 and €49 million ($63 million) 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, with available cash on hand, the proceeds of the offerings of the old notes, term loan borrowings under the new senior secured credit facilities and equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and additional investors chosen by the Sponsors.

Nielsen’s €333 million ($409 million) 1.75% convertible unsubordinated bonds due 2006 and Nielsen’s NLG 500 million subordinated loans ($167 million) were repaid in May 2006, in each case with available cash on hand.

Throughout this prospectus, we collectively refer to the tender offer, the acquisition of the outstanding share capital of Nielsen by Valcon, and the financing transactions described above as the “Transactions.”

Ownership Structure

Nearly all of our issued and outstanding capital stock is held by Valcon, and investment funds associated with or designated by the Sponsors, together with the Co-Investors, indirectly through their ownership interest in the parent companies of Valcon, own approximately 99.4% of the issued and outstanding share capital in Nielsen on a fully diluted basis. See “Security Ownership of Certain Beneficial Owners and Management.”

(1)

Includes cash equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and the Co-Investors. As of March 31, 2007, approximately $4,156 million of cash equity had been contributed by investment funds associated with or designated by the Sponsors.

(2)	There are no guarantors of the Nielsen Senior Discount Notes. All of Nielsen’s operations are conducted through its subsidiaries and therefore Nielsen will be dependent upon the cash flow of its subsidiaries to meet its obligations, including its obligations on the Nielsen Senior Discount Notes.

(3)

Each of Nielsen, VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU Holdings B.V., VNU International B.V., VNU Services B.V., ACN Holdings, Inc., The Nielsen Company (US), Inc. and the wholly owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and The Nielsen Company (US), Inc., in each case that guarantee the new senior secured credit facilities also guarantee the notes. Neither Nielsen nor VNU Intermediate Holding B.V. will be subject to any of the covenants contained in the indentures that are not payment covenants.

(4)

The non-U.S. subsidiaries of ACN Holdings, Inc. and The Nielsen Company (US), Inc. do not guarantee the notes due to the adverse tax consequences of non-U.S. subsidiaries providing guarantees of indebtedness of U.S. entities. In addition, subsidiaries that are not directly or indirectly wholly owned by Nielsen or that are not otherwise required to guarantee the new senior secured credit facilities will not guarantee the notes. Certain of our less than wholly owned subsidiaries, including Nielsen//Net Ratings and Nielsen BuzzMetrics, are also not subject to the restrictive covenants of our new debt financing, including the notes. The subsidiaries that did not guarantee the notes accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

(5)	Upon the closing of the offering of the old notes, we entered into new senior secured credit facilities. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

Nielsen is a Netherlands besloten venootschap met beperkte aansprakelijkeid, or private company with limited liability. Nielsen’s registered office is located at Ceylonpoort 5, 2037 AA Haarlem, the Netherlands and it is registered at the Commercial Register for Amsterdam under file number 3403 6267. The phone number of Nielsen in the Netherlands is +31 23 546 3463, and in the United States is +1 (646) 654-5000. We maintain a website at www.nielsen.com where general information about our business is available. The information contained on our website is not a part of this prospectus.

Recent Developments

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, 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. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. Nielsen also plans to transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, Nielsen intends to centralize operational and information technology functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely Media, Consumer Services and Business Media.

As part of its transformation to a new operating model, Nielsen announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information and store data, modeling assets and television, Internet, outdoor, movie, book, video and radio data) and report on and analyze consumer patterns and usage. In addition, Nielsen expects a reduction in force of up to 4,000 positions with most of the cuts coming from non-client-facing activities. A significant percentage of our cost savings will be earmarked to fund initiatives that will drive growth and deliver integrated services to our clients.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. Nielsen BuzzMetrics, serving the media and entertainment, automotive, electronics, healthcare and consumer packaged goods industries, measures and analyzes consumer-generated media on the Internet. On June 4, 2007, we acquired the remaining outstanding shares of BuzzMetrics, Inc.

As of March 31, 2007, we held approximately 60% of the Nielsen//NetRatings shares outstanding. On June 22, 2007, we completed the merger of Nielsen//NetRatings previously announced on February 5, 2007 and acquired the remaining outstanding shares at $21.00 per share in cash, for a total purchase price of $327 million.

On February 8, 2007, Nielsen completed the sale of Business Media Europe (“BME”) to 3i, a European private equity and venture capital firm. BME is a business-to-business publisher that operates through wholly-owned subsidiaries in the U.K., Germany, France, Italy, The Netherlands, Belgium and Spain. A portion of the proceeds from the sale of BME was used to pay down our debt under our senior secured credit facility. Our stake in a joint venture with Jaarbeurs that produces trade shows in The Netherlands and China was not included in the sale. Mr. Robert van den Bergh, our former chief executive officer, acted as a senior adviser to 3i during the transaction.

On June 27, 2007, we announced an agreement to acquire Telephia, Inc., a provider of syndicated consumer research in the telecom and mobile media markets, for approximately $440 million. The transaction, which is subject to regulatory approval, is expected to close in the third quarter of 2007.

The Sponsors

AlpInvest Partners

AlpInvest Partners N.V. (“AlpInvest Partners”) is one of the largest private equity investors in the world with over €35.6 billion of assets under management. Approximately 80% of these funds will be committed by AlpInvest Partners to private equity funds. The remainder will be invested directly in companies in Europe, the U.S. and Asia. AlpInvest Partners has approximately 65 investment professionals based in Amsterdam, Hong Kong and New York. Its shareholders and main clients are ABP and PGGM, two of the largest pension funds in the world with €209 billion and €80 billion of assets under management, respectively.

The Blackstone Group

The Blackstone Group (“Blackstone”) is a leading global alternative asset manager and provider of financial advisory services. Blackstone is one of the largest independent alternative asset managers in the world with offices in New York, Atlanta, Boston, Chicago, Los Angeles, London, Hamburg, Hong Kong, Paris and Mumbai. The firm has raised a total of approximately $78 billion for alternative asset investing since its formation. Blackstone invests in Nielsen through Blackstone Capital Partners V, an $18.1 billion general purpose fund. Including the firm’s other private equity funds, Blackstone has raised approximately $31.1 billion for private equity investments since its founding. Blackstone’s Private Equity Group has invested or committed approximately $19.8 billion in equity in 109 separate transactions, with a total enterprise value of over $191

billion. Notable media transactions sponsored by the firm include Freedom Communications, New Skies

Satellites, Cumulus Media Partners, Montecito Broadcast Group, Sirius Satellite Radio, Houghton Mifflin and Columbia House.

The Carlyle Group

The Carlyle Group (“Carlyle”) is a global private equity firm with $56.0 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $26.4 billion of equity in 601 transactions for a total purchase price of $126.5 billion. The Carlyle Group employs more than 780 people in 18 countries. In the aggregate, Carlyle portfolio companies have more than $68 billion in revenue and employ more than 200,000 people around the world.

Hellman & Friedman

Hellman & Friedman LLC (“H&F”) is a private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed over $16 billion of committed capital and invested in approximately 50 companies. H&F’s strategy is to invest in superior business franchises and to be a value added partner to management in select industries including media, information services, financial services, professional services and energy. Representative investments in media and marketing include Axel Springer AG, ProSiebenSat.1, Formula One, DoubleClick, Eller Media, John Fairfax Holdings Limited, Advanstar, Young & Rubicam and Digitas.

Kohlberg Kravis Roberts & Co.

Kohlberg Kravis Roberts & Co. L.P. (“KKR”), founded in 1976, is one of the world’s oldest and most experienced private equity firms. KKR specializes in management buyouts, and has established itself as one of the largest and most active participants in the industry. Since its founding, KKR has completed more than 140 transactions globally involving in excess of $200 billion of total financing. Some of KKR’s current investments include VendexKBB, SBS Broadcasting and SunGard Data Systems. Other notable transactions include RJR Nabisco, Duracell, Safeway, Autozone, Willis, Stop & Shop, Yellow Pages Group, Legrand, PanAmSat and Storer Communications.

Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. (“THL Partners”) is one of the largest and oldest private equity investment firms in the United States and has raised and managed almost $20 billion of capital, making investments in over 100 businesses since its founding in 1974. Today, by remaining focused on growth oriented companies with strong fundamentals and investing in large buyouts primarily in North America, THL Partners continues to build on a strong track record of creating lasting value and delivering exceptional returns to its investors. The investment team at THL Partners has leveraged its strong network of relationships to bring proprietary sourcing as well as management know-how and expertise to bear on its private equity transactions, including Warner Music Group, Dunkin’ Brands, Simmons, Aramark, Houghton Mifflin and ProSiebenSat.1.

Summary of the Terms of the Exchange Offer

In connection with the closing of the Transactions, we entered into registration rights agreements (as more fully described below) with the initial purchasers of the old notes. Under these agreements, we agreed to deliver to you this prospectus and to consummate the exchange offer by August 19, 2007. If we do not consummate the exchange offer by August 19, 2007, we will incur additional interest expense pursuant to the registration rights agreements. You are entitled to exchange in the exchange offer your old notes for exchange notes which are identical in all material respects to the old notes except that:

•

the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;

•

the exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights agreements; and

•

our obligation to pay additional interest on the old notes due to the failure to consummate the exchange offer by a prior date does not apply to the exchange notes.

The exchange offer

We are offering to exchange up to (i) $650,000,000 aggregate principal amount of our registered Senior Dollar Notes and the guarantees thereof, (ii) €150,000,000 aggregate principal amount of our registered Senior Euro Notes and the guarantees thereof, and (iii) $1,070,000,000 aggregate principal amount at maturity of our registered Senior Subordinated Discount Notes and the guarantees thereof for a like principal amount of (i) our 10% senior notes due 2014 and the guarantees thereof, (ii) our 9% senior notes due 2014 and the guarantees thereof, and (iii) our 12¹/2% senior subordinated discount notes due 2016 and the guarantees thereof, respectively, each of which were issued on August 9, 2006. Old notes may be exchanged only in denominations of $2,000 or €2,000 and integral multiples of $1,000 or €1,000 based on the denomination of the old notes in dollars or Euros, respectively.

Resales

Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the old notes may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you:

•

are acquiring the exchange notes in the ordinary course of business; and

•

have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in a distribution of the exchange notes.

In addition, each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for old notes that were acquired as a result of market-making or other

trading activity must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resales of exchange notes and cannot rely on the position of the staff of the Commission set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters. For more information, see “Plan of Distribution.”

Any holder of old notes, including any broker-dealer, who

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is our affiliate,

•

does not acquire the exchange notes in the ordinary course of its business, or

•

tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,

cannot rely on the position of the staff of the Commission expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.

Expiration date; Withdrawal of tenders

The exchange offer will expire (i) with respect to the dollar-denominated old notes at 5:00 p.m., New York City time, on August 30, 2007, (ii) with respect to the euro-denominated old notes at 5:00 p.m., London time, on August 30, 2007, or such later date and time to which we extend it. We do not currently intend to extend the expiration date. A tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

Conditions to the exchange offer

The exchange offer is subject to customary conditions, some of which we may waive. For more information, see “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for tendering old notes

If you hold old notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC. If you hold old notes through Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”) and wish to participate in the exchange offer, you must comply with the procedures of Euroclear or Clearstream, respectively.

By accepting the exchange offer, you will represent to us that, among other things:

•

any exchange notes that you receive will be acquired in the ordinary course of your business;

•

you have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the exchange notes;

•

if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the exchange notes; and

•

you are not our “affiliate” as defined in Rule 405 under the Securities Act, or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Effect on holders of old notes

As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, the exchange offer, we will have fulfilled covenants contained in the registration rights agreements and, accordingly, we will not be obligated to pay additional interest as described in the registration rights agreements. If you are a holder of old notes and do not tender your old notes in the exchange offer, you will continue to hold such old notes and you will be entitled to all the rights and limitations applicable to the old notes in the indenture, except for any rights under the registration rights agreements that by their terms terminate upon the consummation of the exchange offer.

Consequences of failure to exchange

All untendered old notes will continue to be subject to the restrictions on transfer provided for in the old notes and in the indenture. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.

Material tax consequences

The exchange of old notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. For more information, see “Material U.S. Federal Income Tax Consequences.”

Use of Proceeds

We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer.

Registration rights agreement

We entered into registration rights agreements with the initial purchasers of the old notes on August 9, 2006. The registration rights agreements require us to file this exchange offer registration statement and contain customary provisions with respect to registration procedures, indemnity and contribution rights. In addition, the registration rights agreements provide that if we do not

Summary of the Terms of the Exchange Notes

The following summary highlights all material information contained elsewhere in this prospectus but does not contain all the information that you should consider before participating in the exchange offer. We urge you to read this entire prospectus, including the “Risk Factors” section and the consolidated financial statements and related notes.

Issuers

Nielsen Finance LLC and Nielsen Finance Co.

Exchange Notes Offered

(i) $650,000,000 aggregate principal amount of our Senior Dollar Notes, (ii) €150,000,000 aggregate principal amount of our Senior Euro Notes, and (iii) $1,070,000,000 aggregate principal amount at maturity of our Senior Subordinated Discount Notes.

Maturity Date

The Senior Dollar Notes and the Senior Euro Notes will mature on August 1, 2014.

The Senior Subordinated Discount Notes will mature on August 1, 2016.

Interest

The Senior Dollar Notes will bear interest at a rate of 10% per annum and the Senior Euro Notes will bear interest at a rate of 9% per annum. Interest will accrue on the Senior Notes from the issue date and will be payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2007. See “Description of the Senior Notes—Principal, Maturity and Interest.”

No cash interest will accrue on the Senior Subordinated Discount Notes prior to August 1, 2011. Thereafter, cash interest will accrue on the Senior Subordinated Discount Notes at the rate of 12¹/2% per annum and will be payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2012. As of February 1, 2007, the Senior Subordinated Discount Notes had an accreted value of $580.95 per $1,000 principal amount at maturity. The accreted value of each Senior Subordinated Discount Note increases from the date of issuance until August 1, 2011, at a rate of 12¹/2% per annum compounded semiannually, reflecting the accrual of non cash interest, such that the accreted value will equal the principal amount at maturity on such date. See “Description of the Senior Subordinated Discount Notes—Principal, Maturity and Interest.”

Original Issue Discount

The 12¹/2% senior subordinated discount notes were issued with original issue discount for U.S. federal income tax purposes. Thus, although cash interest will not be payable on the Senior Subordinated Discount Notes prior to August 1, 2011, original issue discount will accrue from the issue date of the 12¹/2% senior subordinated discount notes based on the yield to maturity of the Senior Subordinated Discount Notes and will generally be included as interest income (including for periods ending prior to August 1, 2011) for U.S. federal income tax purposes in advance of receipt of the cash payments to

which the income is attributable. See “Material U.S. Federal Income Tax Consequences.”

Guarantees

The exchange notes will be jointly and severally guaranteed by each of Nielsen, VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V. and, subject to certain exceptions, each of their direct and indirect wholly owned subsidiaries, in each case to the extent that such entity provides a guarantee under the new senior secured credit facilities. The subsidiaries that did not guarantee the notes accounted for approximately $699 million, or 43%, of our total revenue in 2006, and approximately $16 million, or 28%, of our operating income and accounted for approximately $1,142 million, or 45%, of our total revenue, approximately $75 million, or 69%, of our operating income in 2006, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

Ranking

The Senior Notes will be the Issuers’ senior unsecured obligations and will:

•

rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes, including the Senior Subordinated Discount Notes;

•

rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes; and

•

be effectively subordinated in right of payment to all of our existing and future secured debt (including obligations under our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the Senior Notes.

Similarly, the senior note guarantees will be the senior unsecured obligations of the guarantors and will:

•

rank senior in right of payment to all of the applicable guarantor’s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes, including such guarantor’s guarantee under the Senior Subordinated Discount Notes;

•

rank equally in right of payment to all of the applicable guarantor’s existing and future senior debt (including, solely with respect to Nielsen, the Nielsen Senior Discount Notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes; and

•

be effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our new senior

secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the Senior Notes.

The Senior Subordinated Discount Notes will be the Issuers’ unsecured senior subordinated obligations and will:

•

be subordinated in right of payment to our existing and future senior debt, including our new senior secured credit facilities and the Senior Notes;

•

rank equally in right of payment to all of our future senior subordinated debt;

•

be effectively subordinated in right of payment to all of our existing and future secured debt (including our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the Senior Subordinated Discount Notes; and

•

rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Discount Notes.

Similarly, the senior subordinated note guarantees will be the unsecured senior subordinated obligations of the guarantors and will:

•

be subordinated in right of payment to all of the applicable guarantor’s existing and future senior debt, including such guarantor’s guarantee under our new senior secured credit facilities and the Senior Notes and solely with respect to Nielsen, the Nielsen Senior Discount Notes;

•

rank equally in right of payment to all of the applicable guarantor’s future senior subordinated debt;

•

be effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the Senior Subordinated Discount Notes; and

•

rank senior in right of payment to all of the applicable guarantor’s future subordinated debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Discount Notes.

As of March 31, 2007, the Issuers’ had outstanding:

•

$850 million of senior unsecured indebtedness, consisting of the Senior Notes, all of which ranks equally in right of payment to

the Senior Notes and senior in right of payment to the Senior Subordinated Discount Notes;

•

$4,883 million of secured senior indebtedness, which ranks senior in right of payment to the Senior Subordinated Discount Notes and senior in right of payment to the to the Senior Notes to the extent of the value of the assets securing such indebtedness.

As of March 31, 2007, the guarantors had outstanding:

•

$1,841 million of senior unsecured indebtedness in the aggregate, including the guarantees of the Senior Notes and including, solely with respect to Nielsen, $991 million of notes as to which Nielsen is the sole obligor, all of which ranks equally in right of payment to a guarantor’s senior note guarantee and senior in right of payment to a guarantor’s senior subordinated note guarantee to the extent such indebtedness is an obligation of such guarantor;

•

$5,185 million of secured senior indebtedness, which ranks senior in right of payment to a guarantor’s senior subordinated note guarantee and senior in right of payment to a guarantor’s senior note guarantee to the extent of the value of the assets securing such indebtedness, in each case to the extent such secured senior indebtedness is an obligation of such guarantor.

In addition, the Senior Notes and the Senior Subordinated Discount Notes are effectively subordinated to the liabilities of each subsidiary of Nielsen that did not guarantee the notes. As of March 31, 2007, the non-guarantor subsidiaries had total liabilities of $1,018 million.

The $991 million of existing indebtedness at Nielsen, including the €343 million principal amount at maturity of the Nielsen Senior Discount Notes, will be structurally subordinated to the notes and to the guarantees of each Guarantor except Nielsen and will be pari passu to Nielsen’s guarantee of the Senior Notes and senior to Nielsen’s guarantee of the Senior Subordinated Discount Notes.

Optional Redemption

Prior to August 1, 2010, we will have the option to redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make whole premium (as described in “Description of the Senior Notes—Optional Redemption”) plus accrued and unpaid interest to the redemption date. Beginning on August 1, 2010, we may redeem some or all of the Senior Notes at the redemption prices listed under “Description of the Senior Notes—Optional Redemption” plus accrued interest on the Senior Notes to the date of redemption.

Prior to August 1, 2011, we will have the option to redeem some or all of the Senior Subordinated Discount Notes for cash at a

redemption price equal to 100% of their accreted value plus an applicable make whole premium (as described in “Description of Senior Subordinated Discount Notes—Optional Redemption”) plus, without duplication, accrued and unpaid interest to the redemption date. Beginning on August 1, 2011, we may redeem some or all of the Senior Subordinated Discount Notes at the redemption prices listed under “Description of Senior Subordinated Discount Notes—Optional Redemption” plus accrued interest on the Senior Subordinated Discount Notes to the date of redemption.

Optional Redemption After Certain Equity Offerings and Certain Asset Sales

At any time (which may be more than once) (i) before August 1, 2009, we may choose to redeem up to 35% of the Senior Dollar Notes at a redemption price equal to 110.000% of the face amount thereof and up to 35% of the Senior Euro Notes at a redemption price of 109.000% of the face amount thereof and (ii) before August 1, 2009 we may choose to redeem up to 35% of the Senior Subordinated Discount Notes at a redemption price equal to 112.500% of the accreted value thereof, in each case, with the net proceeds of one or more equity offerings and/or one or more sales of a business unit of Nielsen Holding and Finance B.V., in each case to the extent such net cash proceeds are received by or contributed to Nielsen Holding and Finance B.V. or a restricted subsidiary of Nielsen Holding and Finance B.V. and so long as at least 50% of the aggregate principal amount of the notes at maturity issued of the applicable series remains outstanding afterwards. See “Description of Senior Notes—Optional Redemption” and “Description of Senior Subordinated Discount Notes—Optional Redemption.”

Change of Control

If we experience a change of control (as defined in the indenture governing the Senior Notes), we will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. If we experience a change of control (as defined in the indenture governing the Senior Subordinated Discount Notes), we will be required to make an offer to repurchase the Senior Subordinated Discount Notes at a price equal to 101% of the accreted value thereof, plus, without duplication, accrued and unpaid interest, if any, to the date of purchase. See “Description of Senior Notes—Change of Control” and “Description of Senior Subordinated Discount Notes—Change of Control.”

Certain Covenants

We issued the Senior Notes and the Senior Subordinated Discount Notes under separate indentures. The indentures governing the notes contain covenants limiting our ability and the ability of our restricted subsidiaries to:

•

incur additional debt or issue certain preferred shares;

•

pay dividends on or make distributions in respect of our capital stock or make other restricted payments;

•

make certain investments;

•

sell certain assets;

•

create liens on certain assets to secure debt;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•

enter into certain transactions with our affiliates; and

•

designate our subsidiaries as unrestricted subsidiaries.

Nielsen and certain of its less than wholly owned subsidiaries will not be subject to any of the foregoing covenants.

The covenants are subject to a number of important limitations and exceptions. See “Description of the Senior Notes” and “Description of the Senior Subordinated Discount Notes.” Certain covenants will not apply to a series of notes for so long as the applicable series of notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s.

No Prior Market

The exchange notes will be new securities for which there is currently no market. Although the initial purchasers of the old notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.

Listing

We intend to apply to list the Senior Euro Notes on the Luxembourg Stock Exchange’s Euro MTF market.

Risk Factors

Investing in the exchange notes involves substantial risks. See “Risk Factors” for a description of some of the risks you should consider before investing in the exchange notes.

Summary Historical and Pro Forma Financial Information

Set forth below is summary historical consolidated financial data and summary unaudited pro forma consolidated financial data of our business, at the dates and for the periods indicated. The predecessor historical information for the fiscal years ended December 31, 2004 and 2005 have been derived from Nielsen’s historical consolidated financial statements included elsewhere in this prospectus. The predecessor historical information for the period January 1, 2006 to May 23, 2006 and the successor historical information as of December 31, 2006 and for the period from May 24, 2006 to December 31, 2006 have been derived from Nielsen’s historical consolidated financial statements included elsewhere in this prospectus. The successor historical information as of March 31, 2007 and for the three month period ended March 31, 2007 have been derived from Nielsen’s unaudited condensed consolidated financial statements included elsewhere in this prospectus, which have been prepared on a basis consistent with our annual audited consolidated financial statements. The audited financial statements from which the summary historical and pro forma financial information set forth below has been derived were prepared in accordance with U.S. GAAP. In making your investment decision, you should rely solely on the financial information contained in this prospectus.

The summary unaudited pro forma consolidated statement of operations for the fiscal year ended December 31, 2006 was prepared to give effect to the Transactions as if they had occurred on January 1, 2006. The pro forma adjustments are based upon available information and certain assumptions that are factually supportable and that we believe are reasonable. The summary unaudited pro forma consolidated financial data are for informational purposes only and do not purport to represent what our actual consolidated results of operations actually would have been if the Transactions had occurred at any given date, nor are they necessarily indicative of future consolidated results of operations.

The summary historical and unaudited pro forma consolidated financial data should be read in conjunction with “Unaudited Pro Forma Consolidated Financial Information,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.


	Three months ended March 31,						Pro forma Year Ended December 31, 2006			May 24, through December 31, 2006			January 1, through May 23, 2006			Year Ended December 31,
	2007			2006			Pro forma Year Ended December 31, 2006			May 24, through December 31, 2006			January 1, through May 23, 2006			2005		2004		2003
	(Successor)			(Predecessor)						(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
													(Amounts in millions)
		unaudited			unaudited			unaudited													unaudited
Statement of Income Data:
Revenues	$	1,072		$	1,003		$	4,174		$	2,548		$	1,626		$	4,059	$	3,814	$	3,429
(Loss)/income from continuing operations ⁽¹⁾		(74	)		(1	)		(377	)		(279	)		(14	)		172		278		335

(1)	The unaudited pro forma loss for the full year ended December 31, 2006 was mainly due to $654 million in interest expense, a $90 million deferred revenue purchase price adjustment, restructuring charges of $75 million and $74 million from foreign currency exchange loss.


	March 31, 2007		December 31, 2006		December 31,
	March 31, 2007		December 31, 2006		2005		2004		2003
	(Successor)		(Successor)		(Predecessor)		(Predecessor)		(Predecessor)
					(Amounts in millions)
	unaudited								unaudited
Balance Sheet Data: ⁽¹⁾
Total assets	$	15,549	$	16,099	$	10,663	$	13,801	$	13,577
Long-term debt excluding capital leases		7,416		7,674		2,482		4,531		4,905
Capital leases		145		145		155		163		156

(1)	A pro forma balance sheet has not been presented due to the fact that the Transactions are reflected in our Successor March 31, 2007 and December 31, 2006 balance sheets.

Ratio of Earnings to Fixed Charges

January 1,
through
March 31,
2007

May 24,
through
December 31,
2006

January 1,
through
May 23,

2006

Year ended December 31,

2005

2004

2003

(Successor)

(Predecessor)

Ratio of earnings to fixed charges

)

(a)

1.4

2.1

2.3

3.4

(a)

Earnings for the Successor periods from January 1 through March 31, 2007 and May 24 through December 31, 2006 were inadequate to cover fixed charges by $83 million and $385 million, respectively.

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before participating in the exchange offer. 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. In such a case, you may lose all or a part of your original investment.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these notes.

We have now and, after the exchange offer will continue to have a significant amount of indebtedness. On March 31, 2007, we had total indebtedness of $7,751 million, of which $1,485 million consisted of the Senior Notes and Senior Subordinated Discount Notes, $287 million consisted of the Nielsen Senior Discount Notes, and the balance consisted of $4,883 million under the new senior secured credit facilities, $704 million of existing indebtedness of Nielsen and $392 million of existing capital lease obligations and other subsidiary indebtedness. Furthermore the interest payments on our indebtedness could reduce the availability of our cash flow. For example, in the first quarter of fiscal 2007, we made cash interest payments of $144 million, which resulted in total usage of $104 million of cash flows from operations.

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

In addition, the indentures contain, and our new senior secured credit facilities will contain financial and other restrictive covenants that will limit our ability to engage in activities that may be in our best interests long-term. Our 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. The terms of the indentures do not fully prohibit us or our subsidiaries from doing so. The revolving credit facility under our

new senior secured credit facilities would permit additional borrowing of up to $688 million after completion of this exchange offer, and all of those borrowings would rank senior to the notes and the subsidiary guarantees. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

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, including these notes, 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 new senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. At December 31, 2006, we had $5,353 million nominal amount of debt under the new senior secured credit facilities (which bears interest at floating rates) and Nielsen’s existing floating rate notes. A one percent increase in this floating rate indebtedness would increase annual interest expense by approximately $54 million. Given our increased exposure to volatility in floating rates after the Transactions, we evaluated hedging opportunities and entered into hedging transactions in November, 2006, January, 2007 and February, 2007. Our cash interest expense on issued debt for fiscal 2007 is expected to be $488 million. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase annual interest expense by $22 million. We may need to refinance all or a portion of our indebtedness, including these notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior secured credit facilities and the notes, on commercially reasonable terms or at all.

You will be required to pay U.S. federal income tax on accrual of original issue discount on the Senior Subordinated Discount Notes even if the Issuers do not pay cash interest.

The Senior Subordinated Discount Notes will be issued at a substantial discount to their principal amount at maturity. There will be no periodic payments of cash interest on the Senior Subordinated Discount Notes prior to August 1, 2011. However, for U.S. federal income tax purposes, original issue discount will accrue from the issue date of the Senior Subordinated Discount Notes through the date that the Senior Subordinated Discount Notes are repaid. Consequently, you will be required to include amounts in your gross income for U.S. federal income tax purposes in advance of your receipt of the cash payments to which the income is attributable. See “Description of the Senior Subordinated Discount Notes—Principal, Maturity and Interest” and “Material U.S. Federal Income Tax Consequences.”

Your right to receive payments on each series of notes is effectively subordinated to those lenders who have a security interest in our assets.

Our obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our new senior secured credit facilities and each guarantor’s obligations under their guarantees of the new senior secured credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets, including the stock of most of our wholly owned U.S. subsidiaries, and the assets and a portion of the stock of certain of our non-U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our new senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indentures governing the notes at such time.

Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”

As of March 31, 2007, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries was approximately $5,185 million, and approximately $688 million was available for additional borrowing under the new senior secured revolving credit facility. The indentures governing the notes permit us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

Your right to receive payments on the Senior Subordinated Discount Notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the Senior Subordinated Discount Notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.

The Senior Subordinated Discount Notes and the guarantees thereof rank behind all of the Issuers’ and the guarantors’ existing indebtedness including the new senior secured credit facilities and the Senior Notes and all of their future borrowings (in each case, other than trade payables), except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the Senior Subordinated Discount Notes and the guarantees. The existing $704 million of indebtedness of Nielsen and $287 million of the Nielsen Senior Discount Notes, however, is only senior to Nielsen’s guarantee of the Senior Subordinated Discount Notes and is otherwise structurally subordinated to all other guarantees of such notes and to the notes themselves. As a result, upon any distribution to the Issuers’ creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the guarantors will be entitled to be paid in full before any payment may be made with respect to the Senior Subordinated Discount Notes or the guarantees.

In addition, all payments on the Senior Subordinated Discount Notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to the Issuers or the guarantors, holders of the Senior Subordinated Discount Notes will participate with trade creditors and all other holders of our and the guarantor subordinated indebtedness in the assets remaining after the Issuers and the guarantors have paid all of their senior debt. However, because the indenture governing the Senior Subordinated Discount Notes requires that amounts otherwise payable to holders of the Senior Subordinated Discount Notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the Senior Subordinated Discount Notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, the Issuers and the guarantors may not have sufficient funds to pay all of the creditors and holders of Senior Subordinated Discount Notes may receive less, ratably, than the holders of their senior debt.

The Senior Subordinated Discount Notes and the subsidiary guarantees have been subordinated to $6,020 million of senior debt. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indentures governing the notes.

The Issuers of the notes are entities with no independent operations. The Issuers’ ability to repay their debt, including the notes, depends upon the performance of Nielsen and its other subsidiaries.

The Issuers of the notes are entities with no independent operations. All of our operations will be conducted by Nielsen and its other subsidiaries, and the Issuers will have no significant assets other than Nielsen Finance LLC, which will own all the shares of Nielsen Finance Co. As a result, the Issuers’ cash flow and their ability to

service their indebtedness, including their ability to pay the interest and principal amount of the notes when due, will depend on the performance of Nielsen and its other subsidiaries and the ability of those entities to distribute funds to the Issuers.

Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries or less than wholly owned subsidiaries declare bankruptcy, liquidate, or reorganize.

Some but not all of our wholly owned subsidiaries will guarantee the notes. In addition, our less than wholly owned subsidiaries including NetRatings, Inc. and BuzzMetrics Inc. will not guarantee the notes nor will they be subject to the restrictive covenants in the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries or less than wholly owned subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

These notes are structurally junior to $1,018 million of indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries and our less than wholly owned subsidiaries. The subsidiaries that did not guarantee the notes accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus, without duplication, accrued and unpaid interest and additional interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indentures. See “Description of Senior Notes—Repurchase at the Option of Holders” and “Description of Senior Subordinated Discount Notes—Repurchase at the Option of Holders.”

Federal and state statutes allow courts, under specific circumstances, to void notes and guarantees and require note holders to return payments received.

If we or any guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law a court may void or otherwise decline to enforce the notes or the guarantees. A court might do so if it found that when we issued the notes or the guarantor entered into its guarantee, or in some states when payments became due under the notes or the guarantees, we could be subordinated to all other debts of that guarantor if, among other things, the guarantor or we received less than reasonably equivalent value or fair consideration and either:

The court might also void an issuance of notes or a guarantee, without regard to the above factors, if the court found that we issued the notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or its guarantee, if an Issuer or a guarantor did not substantially benefit directly or

indirectly from the issuance of the notes. If a court were to void the issuance of the notes or any guarantee you would no longer have any claim against an Issuer or the applicable guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from an Issuer or a guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If a bankruptcy petition were filed by or against us, holders of Senior Subordinated Discount Notes may receive a lesser amount for their claim than they would have been entitled to receive under the Indenture governing the Senior Subordinated Discount Notes.

If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the Senior Subordinated Discount Notes, the claim by any holder of the Senior Subordinated Discount Notes for the principal amount of the Senior Subordinated Discount Notes may be limited to an amount equal to the sum of:

Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the Senior Subordinated Discount Notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the Indenture governing the Senior Subordinated Discount Notes, even if sufficient funds are available.

Dutch insolvency laws to which we are subject may not be as favorable to you as U.S. or other insolvency laws.

The Dutch guarantors are incorporated under the laws of the Netherlands and have their registered offices in the Netherlands. Therefore and subject to applicable EU insolvency regulations, any insolvency proceedings in relation to Dutch guarantors would likely be based on Dutch insolvency law. Dutch insolvency proceedings differ significantly from insolvency proceedings in the U.S. and may make it more difficult for holders of Notes to recover the amount they would normally expect to recover in a liquidation or bankruptcy proceeding in the U.S.

In addition, a guarantee granted by a Dutch legal entity may, under certain circumstances, be nullified by any of its creditors, if (i) the creditor concerned was prejudiced as a consequence of the guarantee and (ii) at the time the guarantee was granted both the legal entity and, unless the guarantee was granted for no consideration, the beneficiary of the guarantee knew or should have known that one or more of the entities’ creditors (existing

or future) would be prejudiced. Also to the extent that Dutch insolvency law applies, a guarantee or security may be nullified by the receiver on behalf of and for the benefit of all creditors of the insolvent entity. The foregoing requirements apply mutatis mutandis for such actions.

Enforcement of guarantees by Dutch guarantors under the Notes may be subject to certain limitations and will require satisfaction of certain conditions.

Under Dutch law, enforcement of guarantees may, in whole or in part, be limited to the extent that the undertakings of each Dutch guarantor under its guarantee are deemed to be in conflict with its objects (ultra vires). The issuing of such guarantee may conflict with such Dutch guarantor’s objects if (i) the text of the objects clause in it articles of association (statuten) does not include a reference to the issuance of guarantees to secure the obligations of affiliated companies, and (ii) such Dutch guarantor does not, irrespective of the wording of the objects clause, derive certain direct or indirect commercial benefit from the offering in respect of which such guarantee is issued.

Judgments obtained in the U.S. may not be enforceable in the Netherlands against Dutch guarantors under the Notes.

The U.S. and the Netherlands do not currently have a treaty providing for the recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, any final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not be automatically enforceable in the Netherlands and new proceedings on the merits would have to be initiated before a Dutch court. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands such a party may submit to a Dutch court the final judgment that has been rendered in the U.S. and such court will have the discretion to attach such weight to that judgment as it deems appropriate. To the extent that a Dutch court finds that the judgment rendered by a federal or state court in the U.S. (a) has not been rendered in violation of elementary principles of fair trial, and (b) does not contravene public policy of the Netherlands, the Dutch court will, under current practice, in principle, give binding effect to such judgment.

You may face foreign exchange risks by investing in the Senior Euro Notes.

The Senior Euro Notes will be denominated and payable in Euros. If you are a U.S. investor, an investment in the Senior Euro Notes will entail foreign exchange related risks due to, among other factors, possible significant changes in the value of the Euro relative to the U.S. Dollar because of economic, political and other factors over which we have no control. Depreciation of the Euro against the U.S. Dollar could cause a decrease in the effective yield of the Senior Euro Notes below their stated coupon rates and could result in a loss to you on a U.S. Dollar basis.

If you do not properly tender your old notes, you will continue to hold unregistered old notes and be subject to the same limitations on your ability to transfer old notes.

We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent together with all required documents. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you are eligible to participate in the exchange offer and do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the old notes. In addition:

We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

An active trading market may not develop for the exchange notes, in which case the trading market liquidity and the market price quoted for the exchange notes could be adversely affected.

The exchange notes are a new issue of securities with no established trading market. The liquidity of the trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the exchange notes. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer would reduce liquidity and could lower the market price of those exchange notes.

Our restructuring and integration of our business may not benefit the combined business and may lead to higher operating costs. In addition, we may not realize the anticipated cost savings related to this 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.

On December 18, 2006, we announced a corporate strategy and related restructuring to phase out over time our Consumer Services and Media group structures and integrate Nielsen with consolidated global business services and functions. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and information technology functions into a new global business services organization. The restructuring and integration of our business may not be successful or benefit the combined business through cost savings or revenue enhancements and may lead to higher operating costs. Successful restructuring and integration of our business will depend upon our management’s ability to manage the integrated operations effectively and to benefit from cost savings and operating efficiencies through, for example, the reduction of overhead and costs. Furthermore, if the reorganization and integration effort is not successful, our ability to operate as we have operated before may be negatively affected.

In addition, we estimate that this initiative will require us to incur approximately an additional $175 million in restructuring costs and capital investment over the next three years. Our ability to successfully realize cost savings and the timing of any realization may be affected by a variety of factors including, without limitation, our ability to reduce our purchasing expenditures, consolidate our information technology infrastructure, extend our outsourcing programs and reduce other general and administrative expenses. The restructuring costs associated with implementing our transformation initiative may exceed the anticipated implementation costs. We may not achieve the anticipated cost savings and we may not achieve the cost savings and integration within the time we currently expect.

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 customer 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 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 customers 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 Information products to an online media format, our business, financial position and results of operations could be adversely affected.

Consolidation in the consumer packaged goods, media, entertainment 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 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.

An economic downturn generally, and in the consumer packaged goods, media, entertainment or technology industries in particular, could adversely impact our revenue.

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 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 business-to-business publications and reductions by our clients in the number of their subscriptions to our publications may adversely affect the revenue of our trade publications.

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.

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 market research. If the laws were extended to include market 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.

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, customers, 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.

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:

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 will be unable to currently deduct a portion of original issue discount for U.S. federal income tax purposes with respect to our Senior Subordinated Discount Notes.

The Senior Subordinated Discount Notes are considered to be applicable high yield discount obligations for U.S. federal income tax purposes. We will not be permitted to deduct for U.S. federal income tax purposes OID accrued on the Senior Subordinated Discount Notes until such time as we actually pay such OID in cash or in property other than our stock or our debt (or stock or debt of a person related to us). Moreover, because a portion of the amount of the OID exceeds a certain threshold amount, such amount will not be deductible at any time by us for U.S. federal income tax purposes (regardless of whether we actually pay such amount in cash or other property). As we are unable to deduct a portion of OID for U.S. federal income tax purposes, this may have a material adverse effect on our business, financial condition or results of operations.

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 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:

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. 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. In 2006, our top ten customers accounted for approximately 19% of our total pro forma revenues. 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. 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.

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.

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. 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 customers 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 customers.

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.

Our internal controls over financial reporting may not be effective 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. We are not currently required to comply with Section 404. Following the filing and effective date of the registration statement which this prospectus is a part of, we will become subject to Section 404 as of December 31, 2008 and we may identify conditions that may be categorized as significant deficiencies or material weaknesses in our internal controls over financial reporting. If we are unable to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent auditors may not be able to certify as to the effectiveness of our internal controls over financial reporting and 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 more than 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 the Sponsors, whose interests may not be aligned with ours or yours.

AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners have the power to control our affairs and policies. AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners 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 AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners. The members elected by AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners 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 AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners could conflict with your interests in material respects. Furthermore, AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners 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 customers of our businesses. AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners 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 AlpInvest Partners, Blackstone, Carlyle, H&F, KKR and THL Partners 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 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 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.

Our technological data processing operations are concentrated at our Global Technology and Information Center 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 Global Technology and Information Center 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, except for the pending erinMedia and Wrapsidy litigations. 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. There is currently an inquiry of this kind in Australia involving the pricing of one of our media services. 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. An inquiry of this type is currently pending in Finland. 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 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.

This prospectus contains “forward looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward looking statements. In addition, we, through our senior management, from time to time make forward looking public statements concerning our expected future operations and performance and other developments. These forward looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward looking statements included in this prospectus. All subsequent written and oral forward looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

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 prospectus 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.

Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of our management’s knowledge of our business and markets, the 2006 Veronis Suhler Stevenson Communications Industry Forecast (the “2006 VSS Industry Forecast”), the PricewaterhouseCoopers Global Outlook in Entertainment and Media 2000–2010 (the “PricewaterhouseCoopers Global Entertainment & Media Outlook”) and other various sources.

Although we believe that the third party sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to market share and our general expectations concerning the global marketing and media research and the business information industries, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors.”

We have entered into registration rights agreements with the initial purchasers of the old notes, in which we agreed to file a registration statement with the SEC relating to an offer to exchange the old notes for exchange notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our reasonable best efforts to cause a registration statement to become effective under the Securities Act. In addition, we agreed to use our commercially reasonable efforts to cause the exchange offer to be consummated on or before August 19, 2007. However, if the exchange offer is not consummated on or before August 19, 2007, we will incur additional interest expense. The exchange notes will have terms substantially identical to the old notes except that the exchange notes will not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer by August 19, 2007. Old notes in an aggregate principal amount of (i) $650,000,000 aggregate principal amount of our 10 % senior notes, (ii) €150,000,000 aggregate principal amount of our 9% senior notes, and (iii) $1,070,000,000 aggregate principal amount at maturity of our 12¹/2% senior subordinated discount notes were issued on August 9, 2006.

Under the circumstances set forth below, we will cause the SEC to declare effective a shelf registration Under the circumstances set forth below, we will cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes and we will use our reasonable best efforts to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

Each holder of old notes that wishes to exchange such old notes for transferable exchange notes in the exchange offer will be required to make the following representations:

activities, must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resales of exchange notes and cannot rely on the position of the staff of the Commission set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters. See “Plan of Distribution.”

Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued in the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of exchange notes. We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resale of the exchange notes.

Upon the terms and subject to the conditions set forth in this prospectus, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue $2,000 or €2,000 principal amount of exchange notes in exchange for each $2,000 or €2,000 principal amount of old notes surrendered under the exchange offer, respectively. We will issue $1,000 or €1,000 integral multiple amount of exchange notes in exchange for each $1,000 or €1,000 integral multiple amount of old notes surrendered under the exchange offer, respectively. Old notes may be tendered only in denominations of $2,000 or €2,000 and integral multiples of $1,000 or €1,000 based on the denomination of the old notes in dollars or Euros, respectively.

The form and terms of the exchange notes will be substantially identical to the form and terms of the old notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the

registration rights agreement to file, and cause to become effective, a registration statement. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding old notes. Consequently, both series of notes will be treated as a single class of debt securities under the indenture.

The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

As of the date of this prospectus, (i) $650,000,000 aggregate principal amount of our 10% senior notes, (ii) €150,000,000 aggregate principal amount of our 9% senior notes, and (iii) $1,070,000,000 aggregate principal amount at maturity of our 12¹/2% senior subordinated discount notes are outstanding. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Old notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the old notes.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders. Subject to the terms of the registration rights agreements, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Certain Conditions to the Exchange Offer.”

Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees, or transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

The exchange offer for the dollar-denominated old notes will expire at 5:00 p.m., New York City time, on August 30, 2007, unless we extend it in our sole discretion.

The exchange offer for the euro-denominated old notes will expire at 5:00 p.m., London time, on August 30, 2007, unless we extend it in our sole discretion.

In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify in writing or by public announcement the registered holders of dollar-denominated old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. We will notify in writing or by public announcement the registered holders of the euro-denominated old notes of the extension no later than 9:00 a.m., London time, on the business day after the previously scheduled expiration date.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable written notice or public announcement thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of old notes of such amendment, provided that in the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change. If we terminate this exchange offer as provided in this prospectus before accepting any old notes for exchange or if we amend the terms of this exchange offer in a manner that constitutes a fundamental change in the information set forth in the registration statement of which this prospectus forms a part, we will promptly file a post-effective amendment to the registration statement of which this prospectus forms a part. In addition, we will in all events comply with our obligation to make prompt payment for all old notes properly tendered and accepted for exchange in the exchange offer.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and we may terminate the exchange offer as provided in this prospectus before accepting any old notes for exchange if in our reasonable judgment:

In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made:

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the exchange offer, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any old notes by giving written notice of such extension to the registered holders of the old notes. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer on or prior to the scheduled expiration date of the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the old notes as promptly as practicable. In the case of any extension, such notice will be issued with regard to the dollar-denominated notes, no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date and, with regard to the euro-denominated notes no later than 9:00 a.m., London time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times except that all conditions to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange offer. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer. Any waiver by us will be made by written notice or public announcement to the registered holders of the notes and any such waiver shall apply to all the registered holders of the notes.

In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Only a holder of old notes may tender such old notes in the exchange offer. To tender in the exchange offer, a holder must:

If you are a DTC participant that has dollar-denominated old notes which are credited to your DTC account by book-entry and which are held of record by DTC’s nominee, as applicable, you may tender your dollar-denominated old notes by book-entry transfer as if you were the record holder. Because of this, references herein to registered or record holders include DTC.

Euroclear and Clearstream participants with dollar-denominated old notes credited to their accounts. If you are not a DTC participant, you may tender your dollar-denominated old notes by book-entry transfer by contacting your broker, dealer or other nominee or by opening an account with a DTC participant, as the case may be.

Participants in DTC’s ATOP program must electronically transmit their acceptance of the exchange by causing DTC to transfer the dollar-denominated old notes to the dollar exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send an agent’s message to the dollar exchange agent. With respect to the exchange of the dollar-denominated old notes, the term “agent’s message” means a message transmitted by DTC, received by the dollar exchange agent and forming part of the book-entry confirmation, which states that:

To tender in the exchange offer for the euro-denominated old notes, you must comply with the procedures described below of Euroclear Bank, S.A./N.V., (‘‘Euroclear’’) or Clearstream société anonyme (“Clearstream”).

The registered holder of euro-denominated old notes in whose name such euro-denominated old notes are registered on the records of Euroclear or Clearstream must submit an electronic acceptance instruction to Euroclear or Clearstream to authorize the tender of the euro-denominated old notes and the blocking of the account in Euroclear or Clearstream to which such euro-denominated old notes are credited. If you are a beneficial owner of euro-denominated old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf in accordance with these procedures. Each holder submitting an electronic acceptance instruction must ensure that Euroclear or Clearstream, as the case may be, is authorized to block the account(s) in which the tendered euro-denominated old notes are held so that no transfers may be effected in relation to such notes at any time from and including the date on which the holder submits its electronic acceptance instruction.

By blocking such euro-denominated old notes in the relevant book-entry transfer facility each holder of euro-denominated old notes will be deemed to consent to have the relevant book-entry transfer facility provide details concerning such holder’s identity to the euro exchange agent.

We will issue the exchange notes promptly upon the expiration of the exchange offer.

The exchange of euro-denominated old notes will only be made after receipt of an agent’s message and any other required documents by the exchange agent for the euro-denominated old notes prior to 5:00 p.m., London time, on the applicable expiration date or in accordance with the deadlines specified by Euroclear or Clearstream. In connection with tenders of the euro-denominated old notes, the term “electronic acceptance instruction” means an instruction transmitted by Euroclear or Clearstream, as applicable, received by the exchange agent for the euro-denominated old notes and forming a part of the book-entry confirmation, that states that:

In addition, each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution

participating in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

Except as otherwise provided in this prospectus, you may withdraw your tender of old notes at any time before 5:00 p.m., New York City time, for dollar-denominated old notes, or 5:00 p.m., London time, for euro-denominated old notes, on the expiration date.

To withdraw a tender of old notes in any exchange offer, the applicable exchange agent must receive a letter or facsimile notice of withdrawal at its address set forth below under “—Exchange Agent” before the time indicated above. Any notice of withdrawal must:

We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any old notes withdrawn in this manner will be deemed not to have been validly tendered for purposes of the exchange offer. We will not issue exchange notes for such withdrawn old notes unless the old notes are validly retendered. We will return to you any old notes that you have tendered but that we have not accepted for exchange without cost as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following one of the procedures described above at any time before the expiration date.

We have appointed Deutsche Bank Trust Company Americas as dollar exchange agent for the exchange offer of dollar-denominated old notes and Deutsche Bank AG, London Branch as euro exchange agent for the exchange offer of euro-denominated old notes.

You should direct questions and requests for assistance and requests for additional copies of this prospectus to the euro exchange agent addressed as follows:

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail, however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

If satisfactory evidence of payment of such taxes is not submitted, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their old notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Holders of old notes who do not exchange their old notes for exchange notes under the exchange offer, including as a result of failing to timely deliver old notes to the exchange agent, together with all required documentation, will remain subject to the restrictions on transfer of such old notes:

In addition, you will no longer have any registration rights or be entitled to additional interest with respect to the old notes.

In general, you may not offer or sell the old notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

The exchange notes will initially be issued in the form of several registered notes in global form without interest coupons, as follows:

Ownership of interests in the Global Exchange Notes (“Book-Entry Interests”) will be limited to persons that have accounts with Euroclear and Clearstream or DTC, as applicable, or persons that may hold interests through such participants. In addition, transfers of Book-Entry Interests between participants in Euroclear, participants in Clearstream or participants in DTC will be effected by Euroclear, Clearstream or DTC, as applicable, pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear, Clearstream or DTC, as applicable, and their respective participants.

If definitive registered notes are issued, they will be issued upon receipt by the applicable Registrar of instructions relating thereto and any certificates, opinions and other documentation required by the applicable indenture. It is expected that such instructions will be based upon directions received by Euroclear, Clearstream or DTC, as applicable, from the participant which owns the relevant Book-Entry Interests.

Subject to any restrictions on transfer imposed by applicable law, the Senior Euro Notes issued as definitive registered notes may be transferred or exchanged, in whole or in part, and the Dollar Notes may be transferred or exchanged in whole or in part. In connection with any such transfer or exchange, each indenture will require the transferring or exchanging holder to, among other things, furnish appropriate endorsements and transfer documents, to furnish information regarding the account of the transferee at Euroclear, Clearstream or DTC, where appropriate, to furnish certain certificates and opinions, and to pay any taxes, duties and governmental charges in connection with such transfer or exchange. Any such transfer or exchange will be made without charge to the holder, other than any taxes, duties and governmental charges payable in connection with such transfer.

Notwithstanding the foregoing, the Issuers are not required to register the transfer or exchange of any exchange notes:

The Issuers and the Trustee will be entitled to treat the holder of an exchange note as the owner of it for all purposes.

We will record the exchange notes in our accounting records at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the old notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding old notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. We used the net proceeds from the private offering of the old notes in connection with the Transactions and to pay related fees and expenses.

The following table sets forth the capitalization as of March 31, 2007 for Nielsen only. The information in this table should be read in conjunction with “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus.

The following unaudited pro forma consolidated statement of operations has been developed by applying pro forma adjustments to the audited consolidated statements of operations of Nielsen for the period from January 1, 2006 through May 23, 2006 for the Predecessor and May 24, 2006 through December 31, 2006 for the Successor appearing elsewhere in this prospectus. The unaudited pro forma consolidated statement of operations gives effect to the Transactions as if they had occurred on January 1, 2006. A pro forma balance sheet has not been presented due to the fact that the Transactions are reflected in our Successor December 31, 2006 balance sheet. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated statement of operations.

The unaudited pro forma adjustments are based upon available information and certain assumptions that are factually supportable and that we believe are reasonable under the circumstances. The unaudited pro forma consolidated statement of operations is presented for informational purposes only and does not purport to represent what our actual consolidated results of operations would have been had the Transactions actually occurred on the date indicated, nor are they necessarily indicative of future consolidated results of operations. The unaudited pro forma consolidated statement of operations should be read in conjunction with the information contained in “The Transactions,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated statement of operations and the related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma consolidated statement of operations.

The pro forma information presented, including the allocation of the purchase price, is based on preliminary estimates of the fair values of assets and liabilities acquired, available information and assumptions and will be revised as additional information becomes available.

A final determination of these fair values will reflect our consideration of a final valuation prepared by third party appraisers. This final valuation will be based on the actual net tangible and intangible assets that existed as of May 24, 2006, the date of acquisition. Any final adjustment will change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma consolidated statement of operations. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

See accompanying notes to the unaudited pro forma consolidated statement of operations

The unaudited pro forma consolidated statement of operations reflects amortization of certain identifiable intangible assets and other assets based on their preliminary new basis as reflected in the preliminary purchase price allocation. The final purchase price allocation may result in a different allocation for assets than that presented in this unaudited pro forma consolidated statement of operations. An increase or decrease in the amount of purchase price allocated to amortizable assets would impact the amount of annual amortization expense. Amortizable assets have been amortized on a straight-line basis in the unaudited pro forma consolidated statement of operations. If the purchase price allocation to amortizable assets were to change by $50 million the yearly amortization charge could range from $8.5 million for a weighted average life of six years to $2 million for a weighted average life of twenty-five years.

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 years ended December 31, 2004 and 2005 and the period from January 1, 2006 to May 23, 2006 and the selected consolidated balance sheet data as of December 31, 2005 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The selected consolidated statement of operations data for the period May 24, 2006 to December 31, 2006 and the selected consolidated balance sheet data as of December 31, 2006 have been derived from our successor audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The selected consolidated statement of operations data for the period January 1, 2007 to March 31, 2007 and the selected consolidated balance sheet data as of March 31, 2007 have been derived from our successor unaudited condensed consolidated financial statements and related notes appearing elsewhere in this prospectus, which have been prepared on a basis consistent with our annual audited consolidated financial statements. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The selected consolidated statement of operations data for the year ended December 31, 2003 and the selected consolidated balance sheet data as of December 31, 2003 and 2004 have been derived from our predecessor audited consolidated financial statements, which are not included in this prospectus. 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. GAAP. In making your investment decision, you should rely solely on the financial information contained in this prospectus. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “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 prospectus.

We have not presented the income statement financial statement data as required by Item 301 of Regulation S-K for the fiscal year ended December 31, 2002 because such information cannot be provided without unreasonable effort and expense. Furthermore, we do not believe that the 2002 information would be material or meaningful to a potential investor’s decision making process given the changes in our operations and financial structure. We have undertaken a significant refinancing of our company in 2006 to finance the acquisition by Valcon, and our Directories segment was divested in 2004.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of The Nielsen Company B.V. (formerly known as VNU Group B.V. and prior to that as VNU N.V.) should be read together with the accompanying Consolidated Financial Statements and related footnotes. 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. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

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 over 100 countries and are headquartered in Haarlem in the Netherlands and New York in the United States (U.S.). Through Nielsen’s broad portfolio 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 in 18 countries, produce more than 100 trade shows, operate more than 100 websites and publish more than 100 print publications and online newsletters. We currently operate in three segments: Consumer Services (formerly Marketing Information), Media (formerly Media Measurement and Information) and Business Media (formerly Nielsen Business Media).

Our Media segment is a leading provider of media and entertainment measurement information. The segment measures audiences for U.S. television, international television, motion pictures, the Internet and other media as well as tracks sales of music and competitive advertising information. Using Nielsen’s critical measurement information, media owners, advertising agencies, advertisers and retailers plan and optimize their marketing strategies.

Our Business Media segment is one of the largest providers of integrated business-to-business information in the world. The segment has more than 100 trade shows, over 100 websites and over 100 print publications and online newsletters, each targeted to specific industry groups.

On February 8, 2007, Nielsen announced it had completed the sale of a significant portion of its BME for $414 million. Nielsen does not expect to recognize a material gain or loss on the sale because the price paid approximates the book value of the business, as this business was recently revalued upon Valcon’s acquisition of

Nielsen. The sale excludes a joint venture that produces trade shows in the Netherlands and China. Our former Directories business segment was sold effective November 29, 2004. (See “—Factors Affecting Nielsen’s Financial Results—Divestitures” and Note 4 to the consolidated financial statements “Business Divestitures”).

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 was formed for the purpose of facilitating the acquisition. Valcon’s cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.44% ownership of Nielsen’s issued and outstanding shares as of December 31, 2006. Valcon intends to acquire the remaining Nielsen shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements, which is expected to be completed in 2007. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006.

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). See the “Liquidity and Capital Resources” section for discussion of the financing transactions related to the Valcon Acquisition.

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 The Nielsen Company B.V.

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 preliminary allocation of purchase price is based on estimated fair values of the assets acquired and liabilities assumed as of May 24, 2006. These preliminary fair values were determined using management’s estimates from information currently available and are subject to change.

Nielsen’s consolidated statements of operations, cash flows and shareholders’ equity are presented for two periods: Successor, for the period from May 24, 2006 to December 31, 2006 following the consummation of the Valcon Acquisition; and Predecessor, for the period January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition and for the years ended December 31, 2005 and 2004. 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. 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 pro forma basis amounts for the year ended December 31, 2006 are compared to the Predecessor year ended December 31, 2005 on a historical basis. In addition, the amounts for the three months ended March 31, 2007 are compared to the pro forma basis for the three months ended March 31, 2006. Management believes this to be the most meaningful and practical way to comment on our results of operations.

The discussion and analysis of Nielsen’s financial condition and results of operations is based on Nielsen’s Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. 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, goodwill and indefinite-lived intangible assets, pension costs and other post-retirement benefits, accounting for income taxes, valuation of long lived assets, including computer software and share-based compensation. We base Nielsen’s 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 Nielsen 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. 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 and Basis of Presentation”.

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

A significant portion of our revenue is generated from our media and marketing services. We review all contracts to evaluate them pursuant to SAB 104 and recognize revenue from the sale of our 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.

Our revenue arrangements may include multiple elements 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”).

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.

Nielsen 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.

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.

Single copy revenue for publications, sold 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 realized on a straight-line basis with monthly amounts recognized on the magazines’ cover date.

For products, such as magazines and books, 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 the event.

Nielsen accounts for its 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 other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. We established reporting units based on our internal reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to reporting units on a pro-rata basis to the fair values of the respective reporting units. The estimates of fair value of a reporting unit, which is generally one level below Nielsen’s operating segments, are determined using a combination of valuation techniques, primarily a discounted cash flow analysis and a market-based approach for the Nielsen Internet reporting unit. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on Nielsen’s budget and business plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. In estimating the fair values of its reporting units, Nielsen also uses market comparisons and 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 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.

We provide a number of retirement benefits to Nielsen 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 Nielsen 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. Nielsen provides retiree medical benefits to a limited number of participants in the U.S. and has ceased to provide retiree health care benefits to certain of its Dutch retirees. Therefore, retiree medical care cost trend rates are not a significant driver of post retirement costs for Nielsen. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as the 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 Nielsen’s 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 Nielsen’s 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 Nielsen’s U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on Nielsen’s principal plans by approximately $0.9 million per year. For Nielsen’s primary Dutch plan, a similar 50 basis point decrease in the expected return on assets would increase pension expense on Nielsen’s principal Dutch plans by approximately $2.9 million per year. We assumed that the weighted averages of long-term returns on Nielsen’s pension plans was 6.3% for the Successor period from May 24, 2006 to December 31, 2006 and 6.1% for 2005. The actual return on plan assets will vary from year to year versus 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.

We operate in over 100 countries worldwide. Over the past five years, we 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 timing 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 judgmental 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.

We are required to assess whether the value of Nielsen’s long-lived assets, including Nielsen buildings, improvements, technical and other equipment, and amortizable intangible assets have been impaired. An assessment is required 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 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 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 Nielsen’s assessments change.

Nielsen capitalizes software development costs with respect to major internal use software initiatives or enhancements in accordance with 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 seven 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. Nielsen estimates are subject to revision as market conditions and Nielsen’s assessments change.

We account for share-based awards in accordance with SFAS No.123(R), “Shared-Based Payment,” which, in the Predecessor period, we early adopted as of January 1, 2003 under the modified prospective approach. Share-based compensation expense is primarily based on the estimated grant date fair value using the Black-Scholes option pricing model for awards granted after January 1, 2003. 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. We estimate the stock price volatility on a combination of our formerly publicly traded stock adjusted for its new leverage and estimates of implied volatility of our peer group. 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 judgment.

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 60% (57% in 2005) of our revenues were denominated in U.S. Dollars during 2006. Nielsen’s principal foreign exchange exposure is spread across several currencies, primarily the Euro, British pound, and other currencies representing 12.0%, 4.5%, and 24.3%, respectively, for the Successor period from May 24, 2006 to December 31, 2006; 12.2%, 4.2%, and 23.1%, respectively, for the Predecessor period from January 1, 2006 to May 23, 2006; 17.8%, 6.3%, 20.7%, respectively, in 2005; and 18.5%, 6.6%, 19.8%, respectively, in 2004.

As a result, fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on Nielsen’s operating results. Based on the combined Successor and Predecessor periods, a one cent change in the U.S. Dollar/Euro exchange rate will impact 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 “—Quantitative and Qualitative Disclosures about Market Risks”. In countries with currencies other than the U.S. Dollar, assets and liabilities are translated into 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 $1.2431 to €1.00 and $1.2565 to €1.00 and $1.23748 to €1.00 for the years ended December 31, 2006, 2005 and 2004, respectively. In addition, the average U.S. Dollar to Euro exchange rate was $1.32 to €1.00 and $1.20 to €1.00 for the Successor period from January 1, 2007 to March 31, 2007 and the Predecessor period from January 1, 2006 to March 31, 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.

For the pro forma year ended December 31, 2006, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of $98 million ($29 million for the Successor period from May 24, 2006 to December 31, 2006 and $69 million for the Predecessor period from January 1, 2006 to May 23, 2006). These acquisitions contributed $33 million of revenue and $1 million of operating income for the pro forma year ended December 31, 2006.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. On June 4, 2007, we acquired the remaining outstanding shares of BuzzMetrics, Inc.

For the year ended December 31, 2005, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of approximately $170 million. These acquisitions contributed $22 million of revenue and $5 million of operating income in 2005.

In 2005, we entered into a joint venture with the AGB Group. This arrangement is intended to increase Media’s coverage internationally, enabling Media to better serve the needs of media owners with multi national interests. The newly formed entity is AGB Nielsen Media Research, of which we own 50% of the outstanding shares. Accordingly, as of March 1, 2005, Nielsen deconsolidated its international television audience measurement companies, and began accounting for the joint venture under the equity method. Nielsen’s share of the joint venture’s loss for the year was $4 million, and is recorded net of tax in equity in net income of affiliates in the Consolidated Statements of Operations.

For the year ended December 31, 2004, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of approximately $96 million. These acquisitions contributed $40 million of revenue and $7 million of operating income in 2004.

In December 2006, Nielsen reached an agreement in principle to sell substantially all of its Business Media Europe (BME) unit to 3i Group plc, a private equity and venture capital firm. On February 8, 2007, Nielsen announced it had completed the sale for $414 million in cash. The gain on sale of discontinued operations of $14 million relates of BME’s previously recognized currency translation adjustments from the date of the Valcon Acquisition to the date of sale. Nielsen’s consolidated financial statements reflect BME’s business as discontinued operations. (See Note 4 to the consolidated financial statements “Business Divestitures” and Note 20 to the consolidated financial statements “Subsequent Events”).

In November 2004, Nielsen completed the sale of its Directories segment to World Directories Acquisition Corp., a legal entity owned by funds advised by Apax Partners Worldwide LLP and Cinven Limited, for $2,622 million in cash. The sale resulted in a gain of $756 million, net of income taxes; $1,594 million of the proceeds was used to repay debt in 2005 and $38 million of fees related to the disposition were paid in 2005. The sales price is subject to adjustments based on final agreement on working capital and net indebtedness. In 2005, Nielsen recorded an additional gain of $8 million to reflect the continued negotiation of final settlement amounts. In connection with the sale of Directories, Nielsen indemnified the acquirer from any tax obligations relating to years prior to the divestiture (see Note 16 to the consolidated financial statements “Commitments and Contingencies”).

Results of Operations—Successor (from January 1, 2007 to March 31, 2007), Pro forma, and Predecessor (from January 1, 2006 to March 31, 2006) periods

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

The pro forma basis amounts for the three months ended March 31, 2006 are compared to the three months ended March 31, 2007 on a reported basis.

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

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.

Successor period from January 1, 2007 to March 31, 2007 compared to the Pro forma Predecessor period from January 1, 2006 to March 31, 2006

When comparing Nielsen’s results for the Successor period from January 1, 2007 to March 31, 2007 with pro forma results for the Predecessor period from January 1, 2006 to March 31, 2006, the following should be noted:

Items Affecting Operating Income for the Successor period from January 1, 2007 to March 31, 2007

Items affecting Operating Income for the Pro forma period from January 1, 2006 to March 31, 2006

Nielsen Consolidated. Revenues were $1,072 million for the Successor period from January 1, 2007 to March 31, 2007 and $1,003 million for the Predecessor period from January 1, 2006 to March 31, 2006, an overall increase of 6.9%. Excluding a 2.3% positive impact of foreign exchange, Nielsen’s revenues on a constant currency basis increased 4.6%. Constant currency revenue increased 5.2% at Consumer Services, 7.2% at Media, partly offset by a 5.2% decrease at Business Media.

Consumer Services. Revenues for the Successor period from January 1, 2007 to March 31, 2007 were $609 million and $559 million for the Predecessor period from January 1, 2006 to March 31, 2006. Excluding a 3.6% positive impact of foreign exchange, constant currency revenues increased by 5.2%. The increase in constant currency is primarily attributable to 3.5% growth in Retail Measurement Services due primarily to growth in Latin America (Brazil, Mexico, Central America and Colombia, as well as the Datos acquisition in Venezuela), Emerging Markets (new clients and categories in Russia, South Africa and Ukraine), Canada (growth of Tobacco Index and new clients) and Asia Pacific (sales in India, Indonesia, Australia and Vietnam), partially offset by pricing compression in the U.S. In addition, Other Service constant currency revenues increased by 13.1% predominantly due to an increase in Analytical sales in U.S., France and UK, growth in BASES and Claritas as well as the acquisition of The Modeling Group (TMG).

Media. Revenues for Media increased 8.1% to $341 million for the Successor period ended March 31, 2007 from $316 million for the Predecessor period ended March 31, 2006. Excluding a 0.9% favorable impact of foreign exchange on revenues, constant currency revenues increased 7.2%. The constant currency increase is

primarily attributable to a 5.9% increase in the Media division (Nielsen Media Research U.S. and International), an 18.5% increase in Internet Measurement, and the $5 million impact from the acquisition of Nielsen BuzzMetrics and Radio & Records (R&R). The Media division’s constant currency increase of 7.8% was primarily attributable to continued demand for Nielsen Media Research’s television audience measurement services in the U.S., new business and price increases, the National People Meter (NPM) expansion and cable network upgrades.

Business Media. Revenues for the Successor period from January 1, 2007 to March 31, 2007 were $122 million and $129 million for the Predecessor period from January 1, 2006 to March 31, 2006, a decrease of 5.0%. Excluding the 0.2% unfavorable impact of foreign exchange, revenues for Business Media decreased 5.2%. Business Media revenues decreased due to continued softness in advertising revenues, sale of certain publications, and timing of a trade show which shifted into the second quarter of 2007.

Cost of revenues was $500 million for the Successor period from January 1, 2007 to March 31, 2007 and $480 million for the Predecessor period from January 1, 2006 to March 31, 2006, an increase of $20 million or 4.2%. Excluding the unfavorable 2.7% impact of foreign exchange, cost of revenues would have increased by 1.5%. Constant currency cost of revenues increased primarily from a 1.2% increase at Consumer Services and a 5.9% increase at Media, which was partly offset by a reduction in costs at Business Media of 11.0%.

The increase in constant currency cost of revenues at Consumer Services was due to overall Consumer Services revenue growth. Media’s constant currency cost of revenues increase resulted primarily from an increase in the Media division due to the expansion of Local People Meter (LPM) and NPM in the United States. Business Media constant currency cost of revenues decrease resulted from efficiency initiatives in manufacturing and distribution, lower page volumes and headcount reductions.

Selling, General and Administrative Expenses Exclusive of Depreciation and Amortization

Selling, general and administrative expenses were $386 million for the Successor period from January 1, 2007 to March 31, 2007 and $357 million for the Predecessor period from January 1, 2006 to March 31, 2006. The pro forma amounts assume the Valcon Acquisition occurred on January 1, 2006. Pro forma selling, general and administrative expense increased 6.7% for the quarter ended March 31, 2007 in constant currency. The increase in constant currency pro forma selling, general and administrative expenses was primarily attributable to $6 million in increased share option expense (inclusive of $3 million related to Nielsen BuzzMetrics), $8 million for recruiting and other acquisition related compensation for certain corporate executives, and higher selling, general and administrative costs associated with the 2006 acquisitions.

Assuming the Valcon Acquisition occurred on January 1, 2006, depreciation and amortization for the pro forma period ended March 31, 2006 would have been $105 million. Depreciation and amortization was $111 million for the Successor period from January 1, 2007 to March 31, 2007, an increase of 5.5% over the pro forma period ended March 31, 2006. Excluding the 1.5% unfavorable impact of foreign exchange, depreciation and amortization expense would have increased $4 million, or 4.0% when compared with pro forma 2006.

On March 8, 2006, Nielsen and Valcon announced the tender offer. We also agreed to reimburse Valcon’s transaction expenses up to $36 million if the transaction were terminated. In November 2005, in connection with the agreement on the termination of our planned merger with IMS Health, we agreed to pay $45 million to IMS Health should we be acquired within twelve months following the termination. Based on the facts and

circumstances that existed as of March 31, 2006, we were unable to determine whether the tender offer for us by Valcon would be successful. Therefore, we accrued $36 million, representing our estimate of the minimum amount that would be required to be paid to either IMS, in the event the Valcon acquisition was successful, or to the investors in Valcon, if the acquisition was not successful. On May 24, 2006, due to the consummation of the transaction by Valcon, we made the $45 million payment to IMS. During the Predecessor period from January 1, 2006 to March 31, 2006, we also recorded $16 million of transaction expenses, primarily for investment advisory services. These transaction costs are excluded from the pro forma condensed consolidated statement of operations.

As discussed in Note 6 to our condensed consolidated financial statements, “Restructuring Activities”, during 2007 and 2006, we initiated restructuring plans that primarily resulted in the involuntary termination of certain employees and incurred related consulting expense for performance improvement initiatives. Nielsen incurred $9 million in severance costs for the Successor period from January 1, 2007 to March 31, 2007 and no severance costs for the Predecessor period from January 1, 2006 to March 31, 2006. Nielsen also incurred $10 million and $2 million in consulting fees for the Successor period from January 1, 2007 to March 31, 2007 and the Predecessor period from January 1, 2006 to March 31, 2006, respectively. All severance and consulting fees have been or will be settled in cash.

Operating income for the Successor period from January 1, 2007 to March 31, 2007 was $56 million and $33 million for the Predecessor period from January 1, 2006 to March 31, 2006. As a result of the factors discussed above, pro forma operating income for the Predecessor period from January 1, 2006 to March 31, 2006 was $62 million resulting in a decrease of 10.6%. Excluding a 1.4% negative impact of foreign exchange, pro forma operating income decreased 9.2%. On a pro forma basis and excluding the impact of restructuring expense from the respective 2007 and 2006 operating results and the $8 million in recruiting and other acquisition related compensation expense in 2007, Nielsen’s 2007 constant currency pro forma operating income increased 31.1% versus prior year.

Interest income was $8 million for the Successor period from January 1, 2007 to March 31, 2007 and $5 million for the Predecessor period from January 1, 2006 to March 31, 2006 and on a pro forma basis, $3 million for the Predecessor period from January 1, 2006 to March 31, 2006. Interest expense was $156 million for the Successor period from January 1, 2007 to March 31, 2007 and $30 million for the Predecessor period from January 1, 2006 to March 31, 2006. On a pro forma basis, interest expense increased to $162 million for the Predecessor period from January 1, 2006 to March 31, 2006. See “—Liquidity and Capital Resources.”

The gain on derivative instruments was $9 million for the Successor period from January 1, 2007 to March 31, 2007 versus a loss of $7 million for the pro forma Predecessor period from January 1, 2006 to March 31, 2006. The change resulted from an unfavorable currency movement in the prior period.

Foreign currency exchange resulted in a $4 million loss recorded in the Successor period from January 1, 2007 to March 31, 2007 and a $1 million loss for the Predecessor period from January 1, 2006 to March 31, 2006.

Equity in net income of affiliates was $2 million in the Successor period from January 1, 2007 to March 31, 2007 and $2 million in the pro forma Predecessor period from January 1, 2006 to March 31, 2006.

Other expense for the Successor period from January 1, 2007 to March 31, 2007 was $2 million and income of $10 million for the pro forma Predecessor period from January 1, 2006 to March 31, 2006. The variance is due to the recognition in 2006 of the fair value adjustment of the unsubordinated convertible bond that was redeemed in August 2006.

(Loss)/Income from Continuing Operations before Income Taxes and Minority Interests

Loss from continuing operations before income taxes and minority interest was $87 million for the Successor period January 1, 2007 to March 31, 2007 and income of $12 million for the Predecessor period January 1, 2006 to March 31, 2006. On a pro forma basis, the loss was $93 million for the Predecessor period from January 1, 2006 to March 31, 2006. The pro forma variance primarily reflects improved operating performance, partially offset by the restructuring expenses related to the Transformation Initiative (as defined below), increased share option expense, and the incremental compensation charges related to new compensation arrangements for certain executives.

Nielsen operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate in each of these countries.

The effective tax rate for the three months ended March 31, 2007 (Successor period) and 2006 (Predecessor period) was 14.4% (benefit) and 162.5% (expense) respectively.

The effective tax rate for the three months ended March 31, 2007 is lower than the Dutch statutory rate as a result of the valuation allowance on foreign tax credits. The effective tax rate for the three month period ended March 31, 2006 was higher than the Dutch statutory rate primarily due to the low tax benefit on the transaction costs related to the Valcon Acquisition.

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. Due to the Valcon Acquisition, the decrease in tax benefits will be accounted for as a change to goodwill since the tax benefits relate to periods prior to the acquisition.

As of the date of adoption, our unrecognized tax benefits totaled $119 million. Included in these unrecognized tax benefits are approximately $26 million of uncertain tax positions that, if recognized, would impact the effective tax rate. However, due to the Valcon Acquisition, most of the tax benefits will not affect the annual effective income tax rate since a majority of the tax benefits relate to tax matters originating prior to the Valcon Acquisition.

Estimated interest related to the underpayment of income taxes is classified as a component of tax expense in the condensed consolidated statement of operations. At January 1, 2007, we accrued $8 million for the potential payment of interest. During the three months ended March 31, 2007, we accrued an additional $2 million in potential interest associated with uncertain tax positions. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reflected as a reduction of the overall income tax provision or goodwill depending on whether the interest was accrued prior to, or subsequent to, the Valcon Acquisition.

We file numerous consolidated and separate U.S. federal income tax returns and combined and separate returns in many state and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal income tax examinations for 2002 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 2005.

The U.S. Internal Revenue Service commenced examinations of certain of our U.S. federal income tax returns for 2004 in the third quarter of 2006. We are also under corporate examination in the Netherlands for the years 2002-2004. Unrecognized tax benefits associated with the years currently under examination are $30 million as of January 1, 2007. Based on the outcome of these examinations, or as a result of the expiration of statutes of limitations in specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns will materially change from those recorded as liabilities for uncertain tax positions at January 1, 2007. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. We anticipate that several of these audits may be finalized in the foreseeable future; however, we do not believe that the outcome of any examination will have a material impact on our statement of operations. There have been no significant changes to the status of these examinations during the three months ended March 31, 2007.

Results of Operations—Pro Forma 2006, Successor (from May 24, 2006 to December 31, 2006) and Predecessor (from January 1, 2006 to May 23, 2006) periods, and Years Ended December 31, 2005 and 2004

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

The pro forma basis amounts for the twelve months ended December 31, 2006 are compared to the twelve months ended December 31, 2005 on a historical basis.

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

The following table sets forth certain 2006 supplemental revenue growth data, on a pro forma basis, with and without the deferred revenue adjustment. The deferred revenue adjustment of $90 million referred to below resulted from the preliminary purchase price allocation. 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.

When comparing Nielsen’s results for the pro forma year ended December 31, 2006 with those of the year ended December 31, 2005, the following should be noted:

Nielsen Consolidated. Revenues were $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, an overall increase of 2.9% versus $4,059 million for the twelve months ended December 31, 2005. When assessing Nielsen’s financial results, we focus on growth in revenue excluding the effect of the purchase price deferred revenue adjustment from the Valcon Acquisition. Excluding the $90 million deferred revenue adjustment for Consumer Services and the foreign exchange impact of less than 0.1%, Nielsen’s revenues on a constant currency basis increased 5.2%. Constant currency revenue increased 4.5% at Consumer Services, 9.4% at Media, partly offset by a 1.8% decrease at Business Media.

Consumer Services. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $1,465 million and $905 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the $90 million deferred revenue adjustments, revenue for Consumer Services increased to $2,460 million for the pro forma year ended December 31, 2006 from $2,359 million for the twelve months ended December 31, 2005. Excluding a 0.2% negative impact of foreign exchange and the deferred revenue adjustment, constant currency revenues increased 4.5%. The increase in constant currency is primarily attributable to 4.1% growth in Retail Measurement Services primarily due to growth in Latin America (Brazil, Mexico and Colombia, as well as the Datos acquisition in Venezuela), Emerging Markets (geographic expansion in Russia and growth in Turkey), Asia Pacific (geographical expansion in China and growth in India), Canada (launch of Tobacco Index and higher key account service sales) and the Beverage Data Networks (BDN) and Decisions Made Easy (DME) acquisitions, partially offset by pricing compression in the U.S. and Europe.

Media. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $819 million and $507 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues for Media increased to $1,326 million for the pro forma year ended December 31, 2006 from $1,213 million for the year ended December 31, 2005. Foreign exchange had no impact on revenues. Constant currency revenues increased 9.4% with this increase primarily attributable to an 8.6% increase in the Media division, and the positive impact of acquisitions which contributed $14 million, and a revenue increase at Internet Measurement, due in part from patent licensing revenue, partly offset by a 4.3% revenue decline in the Entertainment division.

Media’s revenue increase was primarily attributable to continued demand for television audience measurement services in the U.S., resulting in a 10.8% revenue increase. Growth in the U.S. was due to price increases, the National People Meter (“NPM”) expansion, the impact of the Local People Meter (“LPM”) rollout in Washington, D.C. and Philadelphia in 2005, the launch of Dallas, Detroit and Atlanta in 2006 and new clients. Nielsen Media Research International’s growth is primarily attributable to the acquisition of an advertising information service business in the Netherlands.

Business Media. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $266 million and $216 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues for Business Media decreased to $482 million for the pro forma year ended December 31, 2006 from $490 million for the twelve months ended December 31, 2005, or 1.6%. The trade show business experienced 3.5% growth due to growth of several major shows combined with the impact of two biennial shows, offset by a 5.3% decrease at Business Publications reflecting continued weakness in advertising revenue and the sale of certain publications.

Cost of revenues was $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, an increase of $85 million or 4.5% versus $1,904 million for the twelve months ended December 31, 2005. Excluding the favorable 0.4% impact of foreign exchange, cost of revenues would have increased by 4.9%. Constant currency cost of revenues increased primarily from a 5.8% increase at Consumer Services and a 6.3% increase at Media, which was partly offset by a reduction in costs at Business Media of 4.6%.

The 5.8% increase in constant currency cost of revenue at Consumer Services was due to overall Consumer Services revenue growth combined with higher data collection, retailer cooperation and processing costs associated with our new Tobacco category in Canada, geographic expansion in Russia and China, service enhancement in Japan as well as the impact of acquisitions.

Media constant currency cost of revenues increased 6.3%, primarily from an increase in costs in Media in the U.S and the impact from the acquisition of Nielsen BuzzMetrics in March 2006. The increased costs were due to the expansion of LPM and NPM in the U.S., primarily from higher personnel costs, increased software maintenance and increased support costs, slightly offset by the 8.8% constant currency expense reduction in NMR International due to the establishment of the AGB Nielsen Media Research joint venture in 2005 and headcount reductions.

Business Media constant currency cost of revenues decreased 4.6% due to a reduction in costs as a result of Business Publications decreased number of advertising and editorial pages, efficiency initiatives and a decrease in trade show promotional and rental expense due to cost containment measures.

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

Selling, general and administrative expenses were $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 versus $1,464 million for the twelve months ended December 31, 2005. Pro forma assumes the Valcon Acquisition occurred on January 1, 2006. Excluding the less than 0.1% foreign exchange impact, pro forma selling, general and administrative expense for the year ended December 31, 2006 would have been $1,460 million, a slight decrease of 0.2% versus the year ending December 31, 2005. An increase in constant currency pro forma selling, general and administrative expenses at Media (7.1%) was offset by lower costs at Business Media (2.8%) and lower corporate expense in 2006 due to the impact of the IMS Health deal costs and IRI settlement costs incurred in 2005. Consumer Services’ 2006 constant currency pro forma selling, general and administrative expenses were flat with 2005.

The constant currency pro forma selling, general and administrative increases at Consumer Services resulting from higher client sales and service, continued expansions in Emerging Markets, Asia Pacific and AAC as well as the impact of new acquisitions were largely offset by productivity increases in Europe, in the U.S., Transformation Initiative (as defined below) savings and Project Atlas restructuring charges in 2005.

Media constant currency pro forma selling, general and administrative costs increased 7.1% due to $11 million in gains in 2005 from the sale of an equity investment and the sale of a building, higher personnel costs in the U.S. in 2006, and acquisitions in 2006, partly offset by lower costs due to the establishment of the AGB Nielsen Media Research joint venture in late 2005 and headcount reductions.

Business Media constant currency costs were down 2.8% primarily due to the impact of lower publication revenues and reduced overhead expense.

Depreciation and amortization was $257 million for the Successor period from May 24, 2006 to December 31, 2006 and $126 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus

$312 million for the twelve months ended December 31, 2005. Assuming the Valcon Acquisition occurred on January 1, 2006, pro forma depreciation and amortization for the pro forma year ended December 31, 2006 would have been $438 million, a 40.3% increase over the prior year. Excluding the 0.3% favorable impact of foreign exchange, pro forma depreciation and amortization would have increased 40.6%. The increase was primarily due to $108 million of increased amortization of intangible assets and other assets in 2006 related to certain purchase price adjustments from the Valcon Acquisition and a 16.3% expense growth at NMR U.S. in Media due primarily from the continued rollout of the LPM and new Active/Passive Meters.

On March 8, 2006, Nielsen and Valcon announced the tender offer by Valcon to acquire all outstanding Nielsen shares. In November 2005, in connection with the agreement on the termination of the planned merger of Nielsen and IMS Health, Nielsen agreed to pay $45 million to IMS Health should Nielsen be acquired within 12 months following the termination of the merger. Due to the consummation of the Valcon Acquisition on May 24, 2006, Nielsen incurred $95 million of acquisition related expense during the Predecessor period of January 1, 2006 to May 23, 2006, including the $45 million payment to IMS Health and $41 million for advisory services. These transaction costs are excluded from the pro forma consolidated statements of operations.

Nielsen’s restructuring costs reflect estimates and we reassess the requirements for completing each individual plan under Nielsen restructuring programs at least bi-annually. As discussed in Note 9 to the consolidated financial statements “Restructuring Activities,” we had four major active restructuring plans during the years 2003 through 2006: Transformation Initiative, Corporate Headquarters Restructuring, Consumer Services Europe Restructuring, and Project Atlas Restructuring.

Transformation Initiative. In November 2005 and December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen’s operations worldwide. Nielsen further announced strategic changes as part of a major corporate transformation initiative (“The Transformation Initiative”). This Transformation Initiative is designed to make Nielsen a more successful and efficient enterprise. As such, Nielsen is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding the outsourcing or offshoring of certain other operational and production processes.

Nielsen incurred $67 million in severance and consulting fees during the Successor period from May 24, 2006 to December 31, 2006, and $6 million during the Predecessor period from January 1, 2006 to May 23, 2006. Charges for severance benefits of $48 million during the period from May 24, 2006 to December 31, 2006 relate to outsourcing of operational and back office activities, primarily in Europe and the United States, and rationalizing corporate functions, and will result in headcount reduction of approximately 700 employees. Charges for consulting relate to performance improvement initiatives and are expensed as incurred. The charges for actions taken during 2006 are expected to be settled in cash, primarily during 2007. Additional Transformation Initiative costs are expected to approximate $175 million over 2007 and 2008 related to future projects under this initiative, and will also consist of cash charges. Most of the job eliminations will come from non-client facing activities. We believe we can implement the above cost initiatives by the end of 2008, which we estimate will result in a targeted $125 million of annual run rate cost savings.

Corporate Headquarters. In 2004, Nielsen initiated a restructuring plan in conjunction with the relocation of a portion of the Corporate Headquarters from Haarlem in the Netherlands to New York in the U.S. The relocation is due to changes in Nielsen’s business portfolio (including the sale of Directories) and the fact the majority of Nielsen’s operations are now managed from New York. This plan resulted in a headcount reduction of approximately 40 employees in Haarlem. The 2004 charge of $12 million consisted primarily of severance benefits. Cash payments related to this plan were $2 million in the Successor period from May 24, 2006 to

December 31, 2006 and $1 million in the Predecessor period from January 1, 2006 to May 23, 2006, $6 million for the twelve months ended December 31, 2005, and are expected to be $2 million thereafter.

Consumer Services Europe. In December 2004, we initiated a restructuring plan within Consumer Services to improve the competitiveness of the European retail measurement business. The 2004 charge of $14 million was entirely for severance benefits associated with headcount reductions of 81 employees in Europe. Cash outlays related to this plan totaled $2 million in the Successor period from May 24, 2006 to December 31, 2006, $2 million in the Predecessor period from January 1, 2006 to May 23, 2006, and $9 million for the twelve months ended December 31, 2005. The Consumer Services Europe restructuring plan has generated savings of $6 million in 2006 and is expected to generate similar savings going forward.

Project Atlas. In December 2003, we launched Project Atlas, a multi-year business improvement program in Consumer Services. This program was designed to enable Consumer Services to better meet client needs, improve operational efficiency, accelerate revenue growth through the introduction of new products and services and increase operating margins. Primarily concentrated in Consumer Services’ North American operations, Project Atlas activities are expected to streamline key operational processes to enhance quality and lower production costs, create a more streamlined and state-of-the-art technology platform and use global purchasing power to achieve cost efficiencies.

Project Atlas charges of $6 million in 2005, and $10 million in 2004, were entirely for severance benefits. Through December 31, 2006 headcount has been reduced by approximately 600 in connection with Project Atlas. Cash outlays related to this plan totaled $4 million in the Successor period from May 24, 2006 to December 31, 2006, $2 million in the Predecessor period from January 1, 2006 to May 23, 2006 and $11 million and $12 million for the years ended December 31, 2005, and 2004, respectively.

The above estimate of cost savings is based on Nielsen’s good faith estimate, but the actual amount of cost savings we achieve in the aggregate may be greater or less than the estimate set forth above. We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. In connection with all of the restructuring actions discussed above, severance benefits were computed pursuant to the terms of local statutory minimum requirements in labor contracts or similar employment agreements.

Operating income for the Successor period from May 24, 2006 to December 31, 2006 was $109 million and $57 million for the Predecessor period from January 1, 2006 to May 23, 2006. As a result of the factors discussed above, pro forma operating income for the period ended December 31, 2006 was $212 million versus $373 million for the period ended December 31, 2005. Excluding a 0.6% positive impact of foreign exchange, pro forma operating income decreased 43.8%. On a pro forma basis and excluding the above items from the respective 2006 and 2005 operating results, Nielsen’s 2006 constant currency pro forma operating income increased 17.5% versus prior year. Excluding the items listed above, constant currency pro forma operating income increased 19.6% at Consumer Services, 24.6% at Media and 10.1% at Business Media.

Interest income was $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. On a pro forma basis, interest income decreased by $7 million to $14 million in 2006 versus $21 million in 2005 due to lower cash balances for 2006 versus 2005. Interest expense was $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 increased to $654 million for the pro forma year ended December 31, 2006 from $130 million for the year ended December 31, 2005. The increase in interest expense was related to the financing of the Valcon Acquisition. See “—Liquidity and Capital Resources.”

The gain on derivative instruments of $5 million for the Successor period from May 24, 2006 to December 31, 2006 was offset by a loss of $9 million for the Predecessor period from January 1, 2006 to May 23, 2006, resulting in an overall pro forma net loss of $4 million versus $13 million gain for the year ended December 31, 2005. The decrease resulted from an unfavorable currency movement versus the prior period.

A $65 million loss on early extinguishment of debt was recorded in the Successor period from May 24, 2006 to December 31, 2006, a decrease from the $102 million loss for the twelve months ended December 31, 2005. There were no gains or losses in the Predecessor period from January 1, 2006 to May 23, 2006. The 2005 loss represents the loss on the debt buy back in the first quarter of 2005 from the proceeds from the sale of the Directories divestiture in 2004. The 2006 loss resulted from the write-off of deferred financing costs related to the repayment of the senior secured bridge facility at Valcon (entered into to complete the Valcon Acquisition and subsequently repaid in August) and the debt refinancing in August that replaced the senior secured bridge facility. The 2006 loss reflects $60 million relating to the settlement of the senior secured bridge facility which is excluded from the pro forma consolidated statement of operations.

Foreign currency exchange resulted in 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 versus a foreign currency exchange gain of $11 million for the year ended December 31, 2005. The 2006 loss was due to short-term intercompany loans and currency exchange on Euro denominated debt in the U.S.

Equity in net income of affiliates was $6 million in the Successor period from May 24, 2006 to December 31, 2006 and $6 million in the Predecessor period from January 1, 2006 to May 23, 2006 versus $9 million for the year ended December 31, 2005.

Other expense for the Successor period from May 24, 2006 to December 31, 2006 was $7 million and income of $14 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus $8 million income for the twelve months ended December 31, 2005.

(Loss)/Income from Continuing Operations before Income Taxes and Minority Interests

Loss from continuing operations before income taxes and minority interest was $384 million for the Successor period from May 24, 2006 to December 31, 2006 and income of $25 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, the loss was $492 million for 2006 versus income of $203 million for the year ended December 31, 2005.

The pro forma variance primarily reflects the higher interest expense on higher borrowings, the deferred revenue adjustment in Consumer Services, the restructuring expenses related to the Transformation Initiative, the incremental compensation charges related to new compensation arrangements to certain executives, and increased amortization of intangible assets and other assets related to certain purchase price adjustments from the Valcon Acquisition, partly offset by improved operating performance.

We operate in more than 100 countries around the world and our earnings are taxed at the applicable income tax rate in each of these countries.

Pro forma income taxes reflect the tax effect of the pro forma adjustments on a consolidated company basis. The tax benefits were based on the statutory tax rates in the jurisdictions related to the adjustments, taking into consideration the non-deductible nature of certain expenses.

Income taxes, expressed as a percentage of income from continuing operations before income taxes, equity in net income of affiliates and minority interests (effective tax rate) were a benefit of 26.9% for the Successor period May 24, 2006 to December 31, 2006, 205.3% for the Predecessor period January 1, 2006 to May 23, 2006 and 16.0% in 2005.

The total effective tax rate for the Successor period was lower than the Dutch statutory rate primarily due to the lack of income tax benefit on the one-time interest expense related to the Valcon senior secured bridge facility. The rate in the 2006 Successor period was also influenced by changes in estimates related to global tax contingencies.

The total effective tax rate for the 2006 Predecessor period was higher than the Dutch statutory tax rate primarily due to the low tax benefit under the favorable tax regime in the Netherlands on certain of the transaction costs related to the Valcon Acquisition and payments to IMS Health (see Note 16 to the consolidated financial statements). The Predecessor effective tax rate in all periods is also influenced by losses in jurisdictions where no tax benefit was recognized due to increases in valuation allowances.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of Nielsen’s financing activities. Furthermore, Nielsen reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

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

Loss from discontinued operations after tax was $17 million for the Successor period from May 24, 2006 to December 31, 2006 and no gain or loss for the Predecessor period from January 1, 2006 to May 23, 2006 versus $7 million of income for the twelve months ended December 31, 2005. The 2006 result relates to the loss in Nielsen’s BME business.

The following table sets forth 2005 supplemental revenue growth data, on both a 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 effects of foreign exchange. All percentages are calculated using actual amounts.

When comparing Nielsen’s results for the year ended December 31, 2005 with those of the year ended December 31, 2004, the following should be noted:

Nielsen Consolidated. Revenues increased 6.4% to $4,059 million in 2005 from $3,814 million in 2004. Excluding a 1.7% positive impact of foreign exchange, primarily related to the weakening of the U.S. dollar versus the Euro, revenues on a constant currency basis increased 4.7%. Constant currency revenue grew at all three businesses, Consumer Services by 3.4%, Media by 8.7% and Business Media by 1.9%.

Consumer Services. Revenues for Consumer Services increased 6.1% to $2,359 million in 2005 from $2,224 million in 2004. Excluding a positive impact of foreign exchange of 2.7%, revenue would have increased 3.4%. The increase was attributable to growth in all of the product lines, primarily Retail Measurement Services, and to a lesser extent Consumer Panel Services and Customized Research Services. Retail Measurement Services increased 1.9% in constant currency due to increased sales of key account data, increased category and channel penetration and increased coverage, primarily in Latin America and Emerging Markets. Consumer Panel Services revenue increased 10.4% in constant currency, primarily from growth in MegaPanel, the consumer direct service and ad hoc custom projects. Customized Research Services increased 7.4% in constant currency due primarily to the growth in most markets in Asia Pacific and increased penetration of proprietary products in emerging markets. Advisory services increased 4.0% in constant currency mostly driven by BASES’ international markets, especially Asia Pacific and Canada.

Media. Revenues for Media increased 9.0% to $1,213 million in 2005 from $1,112 million in 2004. Excluding a positive foreign currency impact, constant currency revenue would have increased by 8.7%. The increase in constant currency revenue was primarily due to 9.3% growth in Media, and to a lesser extent, a 13.3% increase in Internet Measurement and a 4.2% increase at Entertainment.

Media’s constant currency increase was due to steady demand for Nielsen Media Research’s television audience measurement services in the U.S., with a 12.9% increase, partly offset by a 14.3% decrease outside of the U.S. Growth in the U.S. was due to price increases, 90% completion of the expansion of the NPM sample, the full year impact of the four markets launched in 2004 and two new markets launched in 2005, from the continued implementation of the LPM technology and the addition of new clients and business. The decrease in Nielsen Media Research’s revenue outside of the U.S. was due to the establishment of the AGB Nielsen Media Research joint venture by AGB and Nielsen Media Research International. The joint venture’s results were recorded in equity in net income of affiliates from March 2005.

Constant currency revenue grew 13.3% for Nielsen//NetRatings (approximately 60% ownership pending merger to complete 100% ownership). The increase in revenue was primarily due to new business sales of products and services based on Nielsen//NetRatings’ MegaPanel, the launch of new product offerings, and price increases for existing products and services.

Nielsen Entertainment’s revenue increased 4.2% on a constant currency basis, primarily due to syndicated and custom analysis product offerings in entertainment consulting services and measurement businesses for film, home entertainment, music, book and video game industries. The increase was also due to the full year impact of the acquisition of the remaining approximately 50% interest in Music Control Europe (Aircheck) in 2004, new product development, process reengineering and strategic alliances.

Business Media. Revenues for Business Media increased 2.2%, to $490 million in 2005 from $479 million in 2004. Excluding the slightly positive impact of foreign exchange, constant currency revenue increased 1.9%. The constant currency increase was due primarily to a 9.8% growth in trade show business partly offset by a 3.0% decrease in Business Publications.

The trade show business increased in constant currency due to improved product offerings, realignment and growth at existing shows, and the launch of new events in 2005. Net square feet of floor space used and attendance at events in 2005 increased from the prior year. Ten new trade shows were launched in 2005 versus seven in 2004. Three shows were cancelled in 2005 and one was cancelled in 2004.

Nielsen’s Business Publications revenue in the U.S. decreased 3.0% from the prior year in constant currency, due to lost revenue from seven divested titles, and lower advertising related revenues from Nielsen’s other titles.

Cost of revenues increased to $1,904 million in 2005, from $1,772 million in 2004, an increase of 7.4%. Excluding the 2.0% increase from foreign exchange, cost of revenues would have increased 5.4%. Constant currency cost of revenues increased at Consumer Services by 5.3%, Media by 6.6%, and at Business Media of 2.5%.

Cost of revenues in constant currency increased at Consumer Services 5.3% due to higher data collection and processing costs, the roll-out of the new factory in Europe, increased retailer cooperation expenses due to channel and geographic expansion, and higher pension costs in Europe. This increase in constant currency was partly offset by lower outsourced data processing costs, decreased data collection costs resulting from the higher penetration of e-panel at BASES.

Media constant currency cost of revenues increased 6.6% primarily due to the costs associated with the corresponding growth in revenue, partly offset by savings in Entertainment and Internet. In Media, costs increased due to expansion of the LPM and NPM in the U.S., primarily from staffing, commission, pre-development software costs and maintenance expenses, partly offset by lower costs in International due to the 2005 formation of the AGB Nielsen Media Research joint venture. The 5.0% decrease in Entertainment in constant currency costs was due primarily to personnel and monitoring cost savings at Music, and to lower intercept costs and savings due to a change in the product revenue mix at Film and Home Entertainment. The decrease in costs at Internet was primarily due to lower overall panel recruitment costs, the elimination of the Hispanic panel in the third quarter of 2004, partly offset by expansion of the scope of information for MegaPanel and additional expenses related to certain custom research projects.

Business Media constant currency cost of revenues increased 2.5% as a result of ten new shows and the continued growth at many of the existing shows at trade shows in 2005, partly offset by a reduction of manufacturing costs at Business Publications due to lower revenues.

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

Selling, general and administrative costs increased to $1,464 million in 2005, from $1,321 million in 2004, an increase of 10.7%. Excluding the 1.5% decrease from foreign exchange, selling, general and administrative costs would have increased 9.2%. The increase in constant currency was primarily due to higher costs at corporate and 1.2% at Consumer Services, and 2.4% at Media, offset by a decrease in Business Media of 4.5%.

Corporate and other costs increased from 2004 primarily due to the settlement of the antitrust litigation with IRI and payment of the IMS Health deal costs for the failed acquisition in 2005. The antitrust litigation brought on more than 10 years ago by IRI, against ACNielsen, Dun & Bradstreet and IMS Health, was settled and paid by Nielsen on February 16, 2006. A charge of $55 million was taken to expense in 2005. During 2005, Nielsen was in merger negotiations with IMS Health. In 2005, Nielsen terminated its agreement to merge with IMS Health. Nielsen incurred approximately $36 million in deal costs relating to the IMS Health merger. Corporate costs also increased in 2005, compared with 2004, as 2004 included the reversal of a portion of an accrual for a New York City real estate sub-lease due to the improvement in the real estate market in 2004.

The increase in constant currency of 1.2% at Consumer Services was due to higher client service and sales costs in BASES, Latin America, Emerging Markets and Canada, higher personnel costs in Canada and higher facility costs at BASES. The increase was partly offset primarily from human resources and marketing savings in Europe and to a lesser extent, a reduction of consulting and personnel related costs in the U.S.

Media constant currency costs increased 2.4% primarily due to higher expenses at Internet, Entertainment and Media in the U.S., partly offset by a 20.3% expense reduction at Nielsen Media Research International due to the establishment of the AGB Nielsen Media Research joint venture. Internet costs increased 21.3% due to higher personnel costs for product marketing and analytics in 2005 due to business growth, a severance charge in 2005 and the 2004 impact from the one-time insurance settlement related to patent litigation that reduced Nielsen//NetRatings’ expenses that year. Entertainment costs increased 9.0% resulting from higher costs for the sales group at EDI, and higher personnel costs. Expense grew at Media in the U.S. due to additional consulting costs, higher community/public relations costs and costs to support digital technology, partly offset by reduced legal fees and the sale of MRP in the prior year.

Business Media constant currency costs decreased 4.5%, due to a reduction in headcount of 7.3% at Business Publications.

Depreciation and amortization costs increased to $312 million in 2005 from $297 million in 2004, representing an increase of 5.3%. Excluding the 2.6% increase from foreign exchange, expenses would have increased 2.7%. The increase in constant currency was primarily due to higher costs at Media of 4.0% and Consumer Services of 5.2%. The expense variances at Business Media and Corporate were not significant.

Media increases were due to the implementation of the National Expansion and LPM service into two new markets in 2005 and the full year impact of the LPM service in four markets entered into in 2004 and the introduction of Active/Passive meter technology in 2005. The increase in costs at Consumer Services was primarily the result of higher software amortization costs.

During 2004, Nielsen performed its annual impairment test for goodwill and recorded a non-cash charge of $135 million. This impairment charge reduced the carrying value of goodwill in the Entertainment reporting unit within Media. The charge reflects the impact of increased competition and client consolidation in the film sector and deterioration of the music market resulting from increased piracy, including the illegal duplication of compact discs. This test was also performed in 2005 and no further charges were required.

Operating income for the year ended December 31, 2005 was $373 million, or a 47.8% increase from the $253 million operating income for the year ended December 31, 2004 due to the factors discussed above. Excluding the 2.7% positive impact of foreign exchange, operating income would have increased by 45.1% from 2004 to 2005. Excluding these items and adjusting 2005 and 2004 on a comparable basis, Nielsen’s 2005 constant currency operating income increased 13.1% versus prior year. Excluding the items above, constant currency operating income increased 4.1% at Consumer Services, 24.9% at Media, and 11.1% at Business Media.

Interest income increased by $5 million, an increase of 31.4%, from 2004 to 2005 due to more favorable cash positions globally that generated higher interest income in 2005, partly offset by a negative impact of foreign exchange. Interest expense decreased 6.9% from 2004 to 2005, as a result of debt reductions at the end of 2004 and throughout 2005.

Our gain on derivative instruments decreased to $13 million in 2005 from $178 million in 2004. The decline was largely a result of recording changes in the fair value of hedges in equity, as described below.

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 Nielsen’s debt obligations. To qualify for hedge accounting, the hedging relationship must meet several strict conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. As such documentation was not in place as of December 31, 2004, no derivative instruments outstanding qualified for hedge accounting prior to that date.

See Note 1 to the consolidated financial statements “Description of Business and Basis Presentation”, Note 8 to the consolidated financial statements “Derivative Financial Instruments”, and “Quantitative and Qualitative Disclosures about Market Risk” for additional information regarding accounting for derivative instruments.

The loss of $102 million in 2005 was due to a debt buy back versus a $1 million gain in 2004. The debt buy back was funded in part by the proceeds of the Directories divestiture in 2004.

Income/(Loss) from Continuing Operations before Income Taxes and Minority Interests

Income from continuing operations before income taxes and minority interests declined to $203 million in 2005 from $318 million in 2004. The decline is mainly due to the reduced derivative gain in 2005 versus 2004 ($165 million), loss on early extinguishment of debt of $102 million and $91 million of increased costs from the settlement of the antitrust agreement with IRI and payment of the IMS Health failed deal costs. This is partially offset by the goodwill impairment charge recorded in 2004 ($135 million), lower 2005 restructuring costs ($30 million) and the year over year improvement in group performance as detailed above.

The lower total effective tax rate in 2004 is primarily due to a change in the mix of Dutch vs. non-Dutch earnings and to reversals of certain valuation allowances that were no longer required.

Minority interests decreased from income of $5 million in 2004 to $0 million in 2005 as a result of improved performance and reduction of the loss at Nielsen//NetRatings.

The total of income from discontinued operations, net of tax and gain (loss) on sales of discontinued operations, net of tax, decreased from $845 million in 2004 to $7 million in 2005. See Note 4 to the consolidated financial statements “Business Divestitures”.

Since 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 historical amounts. 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 debt service. We expect the cash flow from Nielsen’s operations, combined with the available revolving credit facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next twelve months.

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.

The senior secured credit facilities consist of seven-year $4,175 million and €800 million senior secured term loan facilities, with the entire amounts borrowed and a six-year $688 million senior secured revolving credit facility under which no amounts were outstanding at December 31, 2006. The senior secured revolving credit facility of Nielsen Finance LLC and, The Nielsen Company (US), Inc. and 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 be reduced subject to us 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 be reduced 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 $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, Nielsen Holding and Finance B.V. and its restricted subsidiaries’, all of our wholly owned U.S. subsidiaries (which together constitute most of Nielsen’s 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 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 September 30, 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.

Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), our wholly-owned subsidiaries, issued $650 million 10% and €150 million 9% Senior Notes due 2014 (the “Senior Notes”). Interest is payable on the Senior Notes semi-annually commencing in February 2007.

Nielsen Finance also issued $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 (“Senior Subordinated Discount Notes”) for $585 million. Interest accretes through 2011 and is payable semi-annually commencing February 2012.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most 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, all of our wholly owned U.S. subsidiaries, and certain of our non-U.S. wholly-owned subsidiaries.

We received proceeds of €200 million ($257 million) on the issuance of the €343 million 11.125% senior discount notes due 2016 (“Nielsen Senior Discount Notes”). Interest on these notes accretes through 2011 and is payable semi-annually commencing February 2012. The Nielsen 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 Nielsen Senior Discount 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.

If Nielsen and Nielsen Finance have not exchanged the Senior Notes, Senior Subordinated Discount Notes and Nielsen Senior Discount Notes for registered notes with substantially the same terms or a shelf registration statement is not declared effective by the SEC for the exchange by August 18, 2007 the interest rate on each series of the respective notes will increase by 0.25% annually and an additional 0.25% for each subsequent 90-day period the notes are not registered up to a maximum of 1.0% per year.

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:

We entered into the following transactions in the quarter ending March 31, 2007:

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. At December 31, 2006 and 2005, amounts with carrying values of $706 million and $854 million, respectively, of the program amount were issued under the EMTN program. There are no additional amounts available for borrowing under this program as of December 31, 2006.

Unrelated to the August 2006 permanent financing, a nominal amount of €333 million, €550 million and €267 million of the €1,150 million 1.75% convertible debenture loan due 2006 was repurchased and

subsequently cancelled during 2006, 2005, and 2004, respectively. Additionally, in January 2005, we settled a nominal amount of €551 million ($721 million) of the €600 million 6.75% EMTN debenture loan due 2008 and paid cash of €625 million ($818 million).

During February 2007 we completed the sale of our Business Media Europe (BME) unit for $414 million. We applied $328 million of the BME sale proceeds toward making a mandatory pre-payment on the €800 million senior secured term loan facility. By making this pre-payment, we are no longer required to pay the scheduled 0.25% quarterly installments for the remainder of the term of the €800 million senior secured term loan facility.

As a result of the Transactions and our existing financing arrangements, Nielsen is highly leveraged and the debt service requirements are significant. As of December 31, 2006, Nielsen had outstanding $7,973 million in aggregate indebtedness. Nielsen’s cash interest paid for the period May 24, 2006 through December 31, 2006 was $167 million.

At March 31, 2007, cash and cash equivalents were $617 million, a decrease of $14 million from December 31, 2006. Our total indebtedness was $7,751 million and we have $688 million available for borrowing under the revolving credit facility at March 31, 2007.

Operating activities. Net cash used was $104 million for the Successor period of January 1, 2007 to March 31, 2007 versus net cash provided of $55 million for the Predecessor period of January 1, 2006 to March 31, 2006. The primary changes in 2007 versus 2006 were higher interest payments of $137 million and collection timing on trade and other receivables, partially offset by higher revenues.

Investing activities. Net cash provided was $339 million for the Successor period of January 1, 2007 to March 31, 2007 versus net cash used of $42 million for the Predecessor period of January 1, 2006 to March 31, 2006. This is primarily due to $392 million of proceeds from sale of the BME business in 2007.

Financing activities. Net cash used was $257 million for the Successor period of January 1, 2007 to March 31, 2007 and $9 million for the Predecessor period of January 1, 2006 to March 31, 2006. The increase is primarily due to the $328 million mandatory prepayment of the €800 million senior secured term loan facility.

We based the following cash flow discussion on the sum of amounts reported for the Predecessor period from January 1, 2006 to May 23, 2006 and for the Successor period from May 24, 2006 to December 31, 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, 2006, cash and cash equivalents were $631 million, a decrease of $388 million from December 31, 2005. Our total indebtedness was $8.0 billion and we had $688 million available for borrowing under the revolving credit facility at December 31, 2006.

Operating activities. Net cash provided for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006 was $511 million, compared to cash flows from operations of $510 million in the year ended December 31, 2005. These year-over-year amounts are comparable as the additional 2006 cash flow generated by the business segments was offset by payments made for transaction costs and other deal related expenditures.

Investing activities. Net cash used was $240 million for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006, compared with $426 million in

the year ended December 31, 2005. The decrease is primarily due to $111 million of higher proceeds from sale of subsidiary assets and a $78 million decrease in cash paid for acquisitions during 2006.

Financing activities. Net cash used was $728 million for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006, as compared to $2,514 million for the year ended December 31, 2005. The decrease is mainly due to the 2005 debt redemption with proceeds from the sale of Directories in late 2004. The current year activity is comprised of various large offsetting items. Major cash outflows were $2,015 million to redeem outstanding debt and payments to Valcon of $5,862 and $132 million to redeem preference shares and pay related dividend redemption amounts. The total payments to Valcon of $5,994 million were used by Valcon in combination with additional sponsor contributions to settle the Valcon Bridge Loan. The primary cash inflows were $6,787 million of proceeds from issuance of debt related to the permanent financing put in place in August 2006, net of $137 million of capitalized debt issuance costs, and cash received of $520 million on settlement of various derivative financial instruments at the time the underlying obligations were settled.

Non-cash investing and financing activities. As a result of the Valcon Acquisition there were transaction-related financing activities at Valcon of $10,062 million, including $5,773 million of net borrowings for the Valcon Acquisition which includes $60 million of capitalized debt issuance costs paid by Valcon which were subsequently expensed upon settlement of the bridge financing and $4,289 million of equity contributions that have been reflected in our financial statements on a push down basis of accounting.

Operating Activities. At December 31, 2005, Nielsen had $1,019 million of cash and cash equivalents. The net cash inflow from operating activities in 2005 amounted to $510 million, a decrease of 14.9% from $599 million in 2004. The decrease is primarily due to the negative impact on cash flow of the 2004 divestiture of Directories (see Note 4 to the consolidated financial statements “Business Divestitures”) in 2004, compared to the lower 2005 interest payments and higher interest receipts from the Directories’ proceeds. Directories’ operations significantly contributed to our cash receipts.

Investing Activities. Cash flow from investing activities was significantly higher in 2004 than 2005 due to the $2,622 million received on the sale of Directories (see Note 4 to the consolidated financial statements “Business Divestitures”) and increased expenditures for acquisitions of $75 million in 2005. We also had an unfavorable variance of $142 million resulting from the 2004 proceeds on sale of foreign currency swaps, which in 2005 were recorded as financing activities upon documentation of the derivatives as effective hedges at January 1, 2005.

Financing Activities. Cash used in financing activities increased to $2,514 million in 2005 from $709 million in 2004. The increase was due to higher net repayments of long and short-term debt and decreased other short-term borrowings in 2005. The repayments of debt increased to $1,805 million in 2005 from $833 million in 2004, mainly reflecting higher debt redemptions using the cash received from the sale of Directories in late 2004.

Investments in property, plant, equipment, software and other assets totaled $49 million in the Successor period of January 1, 2007 to March 31, 2007 versus $33 million in the Predecessor period of January 1, 2006 to March 31, 2006. The primary reason for the increase in capital expenditures is the expansion of the LPM program and investments in computer software.

Investments in property, plant, equipment, software and other assets totaled $236 million, $238 million and $269 million in 2006, 2005 and 2004, respectively. Consumer Services and Media’s capital expenditures accounted for over 90% of Nielsen’s capital expenditures in all three years.

Capital expenditures at Consumer Services were $111 million in 2006, $109 million in 2005 and $101 million in 2004. In 2006, 2005 and 2004, the largest investments were made in the data factory in Europe, the expansion of panels and the U.S. Factory.

Capital expenditures at Media were $110 million in 2006, $118 million in 2005, and $145 million in 2004. The most significant expenditures in 2006, 2005, and 2004 were the rollout of the LPM, AP Meter, and, the expansion of the NPM in the U.S. Other significant expenditures were made in the Florida Global Technology and Information Center, amounting to $11 million in 2006, $5 million in 2005, and $31 million in 2004.

Nielsen’s 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 $285 million of 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 ending 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 7.5 to 1.0, and (5) between October 1, 2011 and September 30, 2012, the maximum ratio is 7.0 to 1.0. This covenant “steps down” to a maximum ratio of consolidated total net debt to Covenant EBITDA of 6.25 to 1.0 as of the first day of the fiscal quarter ending December 31, 2012. In addition, Nielsen’s 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, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ending September 30, 2007. This covenant “steps up” over time to a minimum ratio of Covenant EBITDA to consolidated interest expense of 1.75 to 1.0 as of the last day of the fiscal quarter ending September 30, 2011. For test periods commencing between October 1, 2011 and September 30, 2012, the minimum ratio is 1.60 to 1.0 and 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 March 31, 2007, had the covenants described above applied to us at that time, we would have been in compliance with them.

We also measure the ratio of Secured Net Debt to Covenant EBITDA because Nielsen’s senior secured credit facility contains a provision which will result in a decrease of the applicable interest rate by 0.25% when this ratio is less than 4.25 times.

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 facility 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 you should not consider it in isolation or as substitutes for analysis of our results as reported under GAAP. For example, Covenant EBITDA:

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 financing covenants effective September 30, 2007.

The following is a reconciliation of our loss from continuing operations, for the twelve months ended March 31, 2007, (combined operations from April 1, 2006 to May 23, 2006 in the Predecessor period and May 24, 2006 to March 31, 2007, Successor period), to Covenant EBITDA as defined above per our senior secured credit facility:

In addition, Covenant EBITDA does not take into account the approximately $175 million in additional implementation costs to be incurred in connection with achieving an annual run rate cost savings of $125 million.

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.

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

In connection with the Valcon Acquisition and related debt financing, Nielsen’s parent paid the Sponsors $131 million in fees and expenses for financial and structural 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, payable quarterly and in advance to each Sponsor, on a pro rata basis, for the eight year duration of the agreement, 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 May 22, 2006, the effective date of the Valcon Acquisition then increasing by 5% annually thereafter.

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 would have been payable to the Sponsors during the remainder of the term of the advisory agreements (assuming an eight year term from the date of the original fee agreement), calculated using the treasury rate having a final maturity date that is closest to the eighth anniversary of the date of the original fee agreement date.

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 Successor period from May 24, 2006 to December 31, 2006, Nielsen recorded $6 million in selling general and administrative expenses related to these management fees and an additional $1 million was accrued for Sponsor travel and consulting.

For the three months ended March 31, 2007, the Company recorded $3 million in selling, general and administrative expenses related to Sponsor management fees, travel and consulting.

At March 31, 2007, amounts payable to Valcon Acquisition Holding bv, the direct parent of Valcon are included in the balance sheet as follows: a $50 million loan in long-term debt, $33 million included in short-term debt and accrued interest of $1 million. For the Successor period from January 1, 2007 to March 31, 2007 the Company recorded $1 million in interest expense related to these loans.

Short-term debt includes a $20 million loan payable to Valcon Acquisition Holding B.V., the direct parent of Valcon.

Contractual Obligations. Our 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. At December 31, 2006, the minimum annual payment 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:

In addition, depending on prevailing capital market conditions, we may choose from time to time to repurchase all or a portion of the notes and/or our other debt securities, and we may do so by making open market purchases.

Guarantees and other contingent commitments. In addition to contractual obligations and commercial commitments given, we have entered into various guarantees or other specific agreements.

At December 31, 2006, we were committed under the following guarantee arrangements:

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, we have not been required to perform under such arrangements, we do not anticipate making any significant payments related to such guarantees and no amounts have been recorded.

In connection with the sale of Directories in 2004, Nielsen has an exposure under a tax indemnity guarantee with the acquirer, pursuant to which Nielsen has agreed to pay any tax obligations relating to periods prior to the sale. Nielsen has accrued $32 million at December 31, 2006.

Nielsen is obligated to provide additional consideration in a business combination to the seller if contractually specified conditions related to the acquired entity are achieved. At December 31, 2006, Nielsen had total maximum exposure for future estimated payments of $24 million, of which $4 million is based on continued employment and being expensed over the respective period. An amount of $1 million was recognized as selling, general and administrative expenses in the period from May 24, 2006 to December 31, 2006.

Nielsen has no material liabilities for other guarantees arising in the normal course of business at December 31, 2006.

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 ACNielsen Corporation (“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 Nielsen, 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.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability rising out of the D&B Legacy Tax Matters after IMS Health paid the first $0.1 million of such liability.

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. Currently, the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

Effective February 16, 2006, Nielsen entered into a settlement agreement of the 1996 antitrust litigation brought by IRI. The settlement resulted in a complete dismissal of all claims against Nielsen. Under the settlement agreement, Nielsen agreed to a payment of $55 million which, after tax, resulted in a $35 million charge to 2005 earnings, since this settlement provided evidence of conditions that existed at the 2005 balance sheet date.

World Directories. In November 2004, Nielsen completed the sale of its Directories segment. The sales price is subject to adjustment based on final agreement on working capital and net indebtedness. On August 31, 2006, a notice of disagreement was filed by World Directories Acquisition Corp. (“WDA”) against Nielsen and certain of our subsidiaries pursuant to the Sale and Purchase Agreement ( “SPA”) between the parties dated

September 26, 2004 under which or World Directories business was sold. The claim arises in connection with certain post-closing matters under the SPA related to the submission of the completion accounts related to the business. WDA asserts a claim for approximately €44 million and we, in opposition to WDA’s claim, have claimed approximately €8 million. The matter has been submitted to arbitration pursuant to the SPA.

erinMedia. erinMedia, llc (“erinMedia”) filed a lawsuit in federal district court in Tampa, Florida on June 16, 2005. The suit alleges that Nielsen Media Research Inc., a wholly owned subsidiary of Nielsen, violated Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMR’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted NMR’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia.

On January 11, 2006, erinMedia filed a related action against NMR alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed this action, without prejudice, upon stipulation of the parties. Although it is too early to predict the outcome of the original case, Nielsen believes the action is without merit.

Except as described above, there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would in its view, individually or in the aggregate, have a material effect on Nielsen’s business, consolidated financial position, results of operations and prospects.

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.

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. This statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, and clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Nielsen is evaluating the potential impact of SFAS No. 155 on its financial results.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 “Accounting for Income Taxes”. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 will be adopted by Nielsen on January 1, 2007. Nielsen is currently evaluating the impact of adopting FIN No. 48 and its impact on its financial position and results of operations.

years. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115”, which permits companies to choose to measure certain items at fair value and to report unrealized gains and losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007. Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS No. 159 on its financial statements.

In December 2006, the FASB issued FASB Staff Position (“FSP”) No. EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”). Registration payment arrangements, as defined in the FSP, will include most registration rights agreements in security issuances and certain “contingent interest” features in debt instruments. The FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies.” The FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable GAAP without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The adoption of this FSP will not have a material impact on Nielsen’s consolidated financial position, results of operations or cash flows as it is generally consistent with Nielsen’s current policy.

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. To manage the volatility relating to these exposures, historically, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of their net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. In principle, we only employ basic contracts, that is, without options, embedded or otherwise. It is our policy not to trade in financial instruments.

We operate globally, deriving approximately 59% of revenues for the Successor period from May 24, 2006 to December 31, 2006 and 61% for the Predecessor period from January 1, 2006 to May 23, 2006 in U.S. dollars. We 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.

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 Successor period from May 24, 2006 to December 31, 2006 and the Predecessor period from January 1, 2006 to May 23, 2006:

Based on the combined Successor and Predecessor periods, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million, with an immaterial impact on operating income.

At March 31, 2007, we had $5,014 million nominal amount of debt under our new senior secured credit facilities which are based on a floating rate index and our EMTN floating rate notes. One percent point increase in these floating rates would increase annual interest expense by approximately $50 million. Given our increased exposure to volatility in floating rates after the Valcon Acquisition and the subsequent refinancing, we evaluated hedging opportunities and entered into hedging transactions in November, 2006. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase annual interest expense by $19 million.

We are not exposed to material equity risk which is limited to outstanding share-based liability awards exercisable into shares of our consolidated subsidiary.

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. Our Nielsen brands, including ACNielsen, Nielsen Media Research, Nielsen Entertainment, and Nielsen//NetRatings, are recognized worldwide as leaders in marketing information and analysis, television ratings, entertainment measurement and Internet advertising measurement, respectively. 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 each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows worldwide, operate approximately 100 websites and publish more than 100 print publications and online newsletters. For the twelve months ended March 31, 2007, we generated pro forma revenue of $4,243 million and Covenant EBITDA of $1,121 million.

We have traditionally operated in three segments: Consumer Services, Media and Business Media. 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, 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. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and IT functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely Media, Consumer Services and Business Media. As part of our transformation to this new operating model, we announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information, store data, modeling assets, geo-demographic data, television data, outdoor advertising ratings and movie, book, video and radio data) and report on and analyze consumer patterns and usage.

Our Consumer Services segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. ACNielsen, our leading brand within Consumer Services, is a global leader in retail measurement services and consumer household panel data. Consumer Services’ extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information that influence our customers’ 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 of multiple media platforms, including broadcast and cable television, motion pictures, music, print, the Internet and outdoor advertising. Our leading brand within Media, Nielsen Media Research, 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 television advertising. 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.

a global customer base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, music and online media. The average length of relationship with our top ten customers including The Procter & Gamble Company, the Unilever Group, Nestlé S.A. and The Coca-Cola Company is 30 years.

Our revenue is highly diversified by business segment, geography and customer. In 2006, 57% of our pro forma revenues were generated from our Consumer Services segment, 32% from our Media segment and the remaining 11% from our Business Media segment. We conduct our business activities in more than 100 countries, with 58% of our pro forma revenues generated in the U.S., 9% in North and South America excluding the U.S., 24% in Europe, the Middle East and Africa, and the remaining 9% in Asia Pacific. No single customer accounted for more than 5% of our total pro forma revenue in 2006.

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 and strong brands within each of our business segments, primarily as a result of our ability to offer customers comprehensive and integrated marketing communications products and services that are essential for our customers to successfully operate their businesses. As demand for market analysis from a single global source continues to grow, ACNielsen is well positioned to benefit. In Media, our Nielsen brands related to audience measurement have leading market positions across multiple media platforms and geographies. For example, Nielsen Media Research’s measurement information is trusted as the “currency” in determining the value of U.S. television advertising. 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 customers with leading coverage of its industry verticals. We believe our size, scale and leading market positions will continue to contribute to our consistent growth and strong operating margins.

Extensive Portfolio of Successful Well-Recognized Brands. We believe the Nielsen family of brands is one of the most widely recognized marketing information and media measurement research providers in the world. For over 80 years, ACNielsen has provided trusted service to the world’s top consumer packaged goods and merchandising customers. ACNielsen ScanTrack, ACNielsen Homescan and BASES are leading brands in point-of-sale retail measurement, consumer household purchase panels and new product concept testing, respectively. For over 50 years, Nielsen Media Research has been recognized as a trusted source of television audience measurement by virtually all of the leading broadcast and cable networks, syndicators and national advertisers in the U.S. Nielsen EDI, Nielsen SoundScan and Nielsen//NetRatings are leading brands providing box office results, music sales and Internet audience measurement, respectively. 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 successful, well-recognized brands 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 Customer Relationships and High Revenue Visibility. Our long-standing customer relationships and multi-year contracts contribute to a stable and predictable revenue stream. We have cultivated strong long-standing customer relationships with many of the world’s leading consumer packaged goods, media and entertainment companies. In Consumer Services, our customers include the largest consumer packaged goods and merchandising companies in the world. The average length of our relationships with Consumer Services’ top ten customers in 2006 was 30 years. In many cases, our sales and service staff are located on-site at our customers’ offices and customize the analysis related to specific client issues and needs. Given our essential products and strong customer 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 customer base includes leading media companies to whom we have been providing audience

measurement information for over 50 years. Our Media customers typically enter into multi-year contracts and

have high renewal rates (over 95% in Nielsen Media Research). The average length of our relationships with Media’s top ten customers in 2006 was 32 years. We expect our strong customer relationships to contribute to our ongoing success and growth.

Diversified Global Business Mix. Our Consumer Services, Media and Business Media segments contributed 57%, 32% and 11% of our revenue in 2006, respectively. Our broad portfolio of product offerings, large customer base, multiple end markets and wide geographic presence provide us with a diverse revenue stream, with advertising across our segments representing only 4% of our total pro forma revenue in 2006. 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.

Highly Resilient Business Model with Consistent Cash Flow Generation. Our customers’ 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, high revenue visibility and consistent cash flow generation. In 2005 and, on a pro forma basis, 2006, we achieved constant currency revenue growth of 4.7% and 5.2%, respectively (excluding the $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 1.7% and (0.1)% respectively, for revenue growth in 2005 and 2006. Both Consumer Services and Media have multi-year customer 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 Industry Outlook. We operate in two distinct industries: (i) the global marketing and media research industry (representing our Consumer Services and Media segments), and (ii) the business information industry (representing 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 2006 VSS Industry Forecast projects U.S. television advertising growth of 6.8% compound annual growth rate (“CAGR”) from 2006 to 2010. In addition, according to the 2006 VSS Industry Forecast, film entertainment and Internet advertising are expected to grow at CAGRs of 3.8% and 20.2%, respectively, from 2006 through 2010. 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 2006 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 6.2% from 2006 through 2010. We believe that continued strength in these industries will enhance our 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 operations success. We believe that our management team positions us well to successfully implement our growth strategy and cost reduction initiatives.

Our goals are to continue to increase the value we deliver to our customers, streamline our operations and grow our business. Our strategy involves a company restructuring to phase out over time our Consumer Services and Media group structures and integrate Nielsen with consolidated global business services and functions. We intend to execute our goals through the following business strategies:

NielsenConnect. The formation of NielsenConnect in November 2006 recognizes the need for various parts of Nielsen to work more closely together and connect and optimize its data and analytical resources across the

markets it serves. This newly-formed unit will provide integrated solutions to the issues faced by our media, marketing and other clients by combining valuable assets throughout Nielsen and creating new products and services.

Capitalize on Core Brands. 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 global organization. We will continue to maintain our focus on our leading brands to drive growth in each of our businesses. Our Nielsen family of brands has positioned us well in the market for retail measurement and audience measurement services. We expect to build on these brands 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 ACNielsen Homescan, our consumer household panel. In addition, we expect to leverage our brand recognition to grow our revenues in areas such as value-added services, analytics and new measurement opportunities through Nielsen Advisory Services, Nielsen//NetRatings, Nielsen BuzzMetrics and Nielsen Outdoor, among others. We believe that building on our leading brands will drive continued demand for our existing and new products, leading to strong revenue generation.

Continue to 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 a partnership with Yahoo! to determine the impact of online advertising on offline purchasing behavior, and we have launched our immediate consumables panels where panelists scan purchases of single serve items using a key chain scanner. In media and entertainment, Nielsen Media Research 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 and video on demand. In addition, 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 iPods. For example, we recently announced our Anytime Anywhere Media Measurement, (“A2/M2”) initiative to deliver integrated ratings for all forms of video viewing, regardless of the consumption medium. These initiatives along with our expanded consumer analysis capabilities have created significant revenue opportunities and broadened our product offerings. We will continue to focus on developing innovative solutions to provide our clients with increasingly relevant and precise measurement information.

Continue to Expand Globally. We intend to extend our already strong global reach and increase our global leadership. Global reach is increasingly important given our customers’ 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. In 2006, our AGB Nielsen Media Research television audience measurement (“TAM”) joint venture, covering 28 countries, continued its expansion in China, where People Meters are being introduced in 14 provinces, including all major metropolitan areas. Media also has other TAM joint ventures and investments covering an additional 15 countries including in Latin America with IBOPE, and separate ventures in Finland and India.

Optimize our Portfolio of Product Offerings. We will continue to evaluate our products and services to determine the optimal offering given current and forecasted customer demand. We will look to develop businesses that best serve our customers 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 Transformation Savings and Continue to Reduce Costs. While we have successfully implemented certain initiatives such as the consolidation of certain data processing facilities and off-shoring, we had never

undergone a comprehensive company-wide cost savings and integration plan. In November 2005 and in December 2006, we announced our intention to expand current cost-saving programs to all areas of our operations worldwide. The Company further announced strategic changes as part of a major corporate transformation initiative (previously referred to as Project Forward). This transformation initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions as well as purchasing, real estate consolidation and expanding the outsourcing or offshoring of certain other operational and production processes. These initiatives are expected to be implemented by the end of 2008 and will lead to a reduction in workforce of approximately 4,000 positions. We estimate that our cost savings initiatives will result in a targeted run-rate savings of approximately $125 million. We estimate that we will incur approximately $175 million in restructuring costs and capital expenditures over the corresponding time period in connection with these savings. In addition, we intend to continue to pursue opportunities to improve our cost structure beyond the scope of our transformation savings initiatives.

Our Consumer Services segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. Our Consumer Services segment provides an array of services including retail measurement services (ACNielsen ScanTrack), household consumer panels (ACNielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra) and marketing optimization (ACNielsen Analytical Consulting). We believe these products and services give our customers a competitive advantage in making informed decisions in today’s fast-moving and complex marketplace. Our Consumer Services segment operates in more than 100 countries. We believe one of our primary strengths is our global presence, which is increasingly important in today’s environment as our largest customers operate globally and continue to expand and invest in developing markets.

Consumer Services’ customer base is comprised of the world’s leading consumer packaged goods companies including the Colgate-Palmolive 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 customer base and long-standing customer relationships, Consumer Services’ revenues are stable, predictable and highly diversified. In 2006, the average length of our relationships with Consumer Services’ top ten customers was 30 years. These long-term relationships are strengthened by our ability to integrate products and services into customers’ workflow and provide a wide range of comparable and consistent data and analyses. This comparability of information over time enhances our customers ability to use our information in their decision-making and management processes. In addition, our customer service professionals are often located on-site at our customers’ 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 customer relationships is exemplified by average customer renewal rates in excess of 90% in the U.S. and Europe from 2003 to 2006, which results in high revenue visibility. 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, 2006, Consumer Services generated approximately 57% of our pro forma revenue.

Our Consumer Services segment is comprised of two divisions, ACNielsen and Nielsen Advisory Services. These divisions provide the following services on a global basis: Retail Measurement Services, Consumer Panel Services, Customized Research Services and various other advisory 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.

RMS provides customers with information and analytics across 98 countries on competitive sales volumes, market shares, distribution, pricing, merchandising and promotional activities. By combining this detailed information with our in-house expertise and professional assistance we enable our customers to improve their key marketing decisions. We offer these services under our ACNielsen ScanTrack and ACNielsen Market Audit brands.

RMS collects retail sales information from stores using electronic point-of-sale technology and teams of local field auditors. These stores include grocery, drug 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. RMS downloads electronic retail sales information collected by stores through checkout scanners to our servers on a regular basis. Where electronic retail sales information is unavailable, such as in certain developing markets, we collect retail sales information through in-store inventory 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 information.

RMS quality control systems validate, confirm and correct the collected data. It is then processed into databases and reports by product, brand and category. Customers access RMS databases using proprietary software such as NITRO and WorkstationPlus which allow them to query the databases, conduct customized analysis and generate customized reports and alerts. For example, clients can view and analyze information by specific product categories, geography or retail channel. Information can be accessed through ACNielsen i-Sights which can provide a suite of reports linked to the key business issues of the user. Information can also be accessed online through an extranet web portal, ACNielsen Answers.

CPS provides clients with consumer purchasing information, including demographics, based upon individual household consumption. Clients use this information to more precisely target and better segment their 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 primarily offers its services through our ACNielsen Homescan and ACNielsen Homepanel brands.

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

CRS provides clients with a suite of customized research services as well as consumer and industry studies. 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 brands such as Winning Brands and ShopperTrends.

CRS collects information through surveys, personal interviews, focus groups, online evaluations, from panels maintained by CRS and third party panel providers. Once information is collected, it is subject to CRS quality control standards and is then processed into databases and reports. CRS provides customized research services and consumer and industry studies to clients through presentations and reports.

BASES provides sales forecasts for 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 customers, forecast sales volume and refine concept design and communication.

BASES maintains 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 customers refine the product, price and/or their marketing plan.

Spectra provides customers in the consumer packaged goods industry with consumer targeting and segmentation analytics, integrating information about households, geographies and retail shopping locations. Customers use Spectra services, including its proprietary consumer segmentation grid (the Spectra Grid), for category management and media and marketing planning. Spectra uses multiple database sources, including those from ACNielsen, Scarborough and third parties, to develop the Spectra Grid. The Spectra Grid is typically accessed through an extranet web portal, InfiNet.

Analytical Consulting Services (ACNielsen Analytic Consulting or “AAC”)

AAC provides software tools and analysis to help clients make decisions with respect to marketing, marketing investment and pricing and promotion. AAC’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. In addition, AAC consultants with industry expertise assist clients with their marketing decisions.

Claritas 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 customers such as where they live and shop, what they buy and how to best reach them. This information contributes to customers’ strategies regarding direct mailing activities at household and individual levels, as well as mass-marketing activities.

Our Media segment is a leading provider of media and entertainment measurement information. The segment measures audiences for U.S. television (Nielsen Media Research), international television (50% ownership of AGB Nielsen Media Research), motion pictures (Nielsen EDI), the Internet (Nielsen BuzzMetrics and Nielsen//NetRatings), outdoor (Nielsen Outdoor) and other media, and tracks sales of music (Nielsen SoundScan) and provides competitive advertising information (Nielsen Monitor-Plus). Using our critical measurement information, media owners, advertising agencies, advertisers and retailers plan and optimize their marketing strategies. Media is particularly strong in the U.S. television audience measurement market where our Nielsen ratings are widely accepted as the "currency" for both buyers and sellers of U.S. television advertising, an industry that had over $64 billion of annual expenditures in 2006 according to the PricewaterhouseCoopers Global Entertainment & Media Outlook. Nielsen Media Research measures television usage both nationally and across all the 210 local television markets in the U.S. Our leading market position in measuring the U.S. television audience has been achieved as a result of continued investment and over 50 years of experience providing customers with accurate measurement.

Media has a diversified customer base, consisting of over 25,000 individual customers including leading broadcast and cable companies such as CBS, Comcast, Disney/ABC, NBC/Universal, News Corp., Time Warner and Univision; leading advertising agencies such as IPG, Omnicom and WPP; leading film studios such as 20th Century Fox, Disney, Paramount and 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 Nielsen Media Research). The average length of Media’s relationships with its top ten customers in 2006 was 32 years. Our customers value the high quality service offerings and technology, which we maintain and improve through continuous innovation and protect via over 100 existing and pending patents in the U.S. alone. For the fiscal year ended December 31, 2006, Media generated approximately 32% of our pro forma revenue.

Our Media segment is comprised of three divisions, Media, Internet Measurement and Entertainment. These divisions provide many different services including television audience measurement, Internet usage measurement and movie box office measurement.

Nielsen Media Research and AGB Nielsen Media Research collectively measure the size and demographic composition of television audiences in 42 countries worldwide. Advertisers use this information to plan television advertising campaigns, evaluate the effectiveness of their commercial messages and negotiate advertising rates. Television broadcasters and cable networks use this information as a tool to establish the value of their airtime and more effectively schedule and promote their programming.

Nielsen Media Research in the U.S. and AGB Nielsen Media Research in countries outside the U.S. collect audience data from demographically balanced samples of randomly selected households. In the U.S., Nielsen Media Research provides three principal ratings services: Measurement of national television audiences (“National Ratings Services”), measurement of local television audiences in each of the 210 designated television markets (“Local Ratings Services”), and measurement of national and local television audiences among Hispanic households (“Hispanic Ratings Services”).

Both Nielsen Media Research and AGB Nielsen Media Research use various methods to collect the data from households including electronic meters and written diaries. Our electronic meters include our standard Set Meter, and Active/Passive Meters. A Set Meter is connected to a television and captures household-level viewing data by monitoring the channel to which the television is tuned. A People Meter is an attachment to a Set Meter which adds functionality to the Set Meter by not only collecting television set tuning data (which channel the set is tuned to) but also the demographics of the audience (who in the household is watching). In 2005, we introduced into our U.S. samples electronic meters based on our next-generation Active/Passive metering technology, which is designed to measure television tuning in a digital environment and has enabled us to reflect time-shifted viewing on digital video recorders in our ratings.

Our National Ratings Services is based on a sample of approximately 12,800 households using People Meters. Approximately 50% of such households are measured using Active/Passive Meters. Our Local Ratings Services use People Meters in the top ten local television markets, a combination of Set Meters and written diaries in the next 46 local television markets, and only written diaries in the remaining 154 local television markets. Three markets will be converted from a combination of Set Meters and written diaries to People Meters in the fourth quarter of 2007. The local television markets in the U.S. where Nielsen uses electronic meters represent approximately 70% of the television households in the U.S.

Information is downloaded from the electronic meters to our servers where it is subject to quality control including digital coding. We then process the information into databases and reports which is then distributed overnight to customers. In addition, our customers can license Nielsen Media Research software which enables them to access, manipulate and customize varying levels of information directly from the Nielsen Media Research database.

In response to the transformation of the television industry into a multi-platform business, in June of 2006, Nielsen Media Research announced the launching of its Anytime Anywhere Media Measurement research and testing program, known as “A2/M2.” This program will develop and deploy technology to measure new ways consumers are watching television, such as on the Internet, outside the home and via cell phones, iPods and other personal mobile devices. Nielsen will continue its focus on providing the most accurate measurement of in-home television viewing through its Active/Passive Meters, but through the A2/M2 initiative will also pursue the measurement of online streaming video and Internet measurement in Nielsen’s People Meter samples, the addition of out-of-home measurement in Nielsen’s People Meter samples, the introduction of electronic measurement in local markets, the development of new meters to measure video viewed on portable media devices and the creation of new methods for measuring viewer “engagement” in television programming.

Advertising Information Services (“AIS”). AIS provides commercial occurrence data and tracks the proportion of all advertising within a product category attributable to a particular brand or advertiser. We measure advertising expenditures, placements and creative content in 22 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. Customers 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.

Other Media Services. Our media division also provides a number of other products and services. Standard Rate & Data Service (“SRDS”) collects information on media advertising rates, publishing dates and contact data on media outlets in the U.S. 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 Outdoor measures both consumer exposure to outdoor advertising and outdoor advertising audience demographics. It uses a randomly selected demographically balanced panel of individuals. Using GPS technology, Nielsen Outdoor measures the frequency with which panelists have the opportunity to view certain billboards and other forms of outdoor advertising. Scarborough Research, a joint venture between Nielsen and Arbitron, Inc. (“Arbitron”), measures the lifestyle and shopping patterns, media behaviors, and demographics of consumers in the U.S. A total of 80 local markets are measured at regular intervals through telephone surveys, product booklets and diaries.

Ventures. Nielsen Ventures provides measurement and analysis of sports sponsorship data, product placement and consumer generated word-of-mouth. Nielsen Ventures introduced “Fanlinks” in 2005, a service developed with ACNielsen to link consumers’ sports media consumption to product purchasing. ACNielsen Homescan panelists are surveyed to identify sports fans and their degree of sports entertainment consumption. Survey results are cross-tabulated against purchasing behavior to provide a view of today’s sports fan and how consumption of sports entertainment translates to purchasing behavior. Nielsen Ventures also continues to develop and expand sales of services such as “Placeviews,” which is a software product that enables clients to measure the impact of product placement on television and in movies by identifying which brands are featured, what type of placement is used, when and where the placement occurred and the audience exposure at the time of the placement.

Nielsen//NetRatings. On February 5, 2007, Nielsen Media Research, Inc. entered into a merger agreement with NetRatings, Inc. by which Nielsen Media Research would acquire all the NetRatings, Inc. shares of common stock not currently owned by it. On June 22, 2007, the transaction was completed. NetRatings, Inc. (NASDAQ:NTRT) gathers data and tracks global online activity. Nielsen//NetRatings’ customers use this data to make informed business decisions regarding their Internet marketing strategies. Nielsen//NetRatings’ services include: Internet audience measurement services (NetView, SiteCensus and Market Intelligence); advertisement measurement services (AdRelevance, Adintelligence and WebRF); and Internet market research services (Homescan Online, which provides integrated views of consumers’ online behavior and offline purchasing patterns, Webintercept and MegaPanel).

Nielsen//NetRatings collects information through panels in locations around the world to measure both at-home and at-work 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. Our Megapanel service, for example, tracks Internet usage and buying behavior among more than a million people in countries including the U.S., the United Kingdom, France and Germany. The information Nielsen//NetRatings gathers is used to produce syndicated and custom reports and is made available to clients on a weekly or monthly basis.

Nielsen BuzzMetrics. Recognizing the growing importance of online dialogue and word-of-mouth behavior in consumer decision-making, we acquired 58% of the shares of BuzzMetrics, Inc. in early 2006. On June 4, 2007, we acquired the remaining outstanding shares of BuzzMetrics, Inc. This company tracks, measures and analyzes consumer-generated media on the Internet, including opinions, advice, consumer-to-consumer discussions, reviews, shared personal experiences, photos, images, videos and podcasts, to provide market intelligence to its customers. Internet sources include online forums, boards, blogs and Usenet newsgroups. Consumer-generated media plays an influential role in driving consumer perceptions, awareness and purchase behavior. Consumers often encounter consumer-generated media while researching products during the buying cycle which can help build brand loyalty or, if negative, can lead to brand deterioration.

Nielsen BuzzMetrics offers a BrandPulse solution that helps track, analyze and measure the volume of consumer-generated media about a particular company or brand. BrandPulse Insight focuses on specialized, issue-specific reports that monitor and highlight consumer trends, issues, opinion shifts, predictions and other marketplace-shaping forces.

Nielsen EDI. Nielsen EDI captures box-office results from more than 50,000 movie screens across 14 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. Nielsen EDI tracks movie theater box-office receipts provided by major cinema chains in the U.S. such as AMC, Regal Entertainment Group and National Amusements.

Nielsen SoundScan, Nielsen BookScan and Nielsen VideoScan. Through these brands, we track and report in-store and online retail sales of audio products, books and video entertainment products. Clients use these services to monitor their market share. Each of these businesses compiles point-of-sale data from retailers on a weekly basis and prepares reports which are delivered to clients regularly through an Internet portal.

Nielsen National Research Group (“NRG”). NRG tests movie promotional materials, predicts the gross box office receipts of upcoming and recently released movies and compiles film awareness studies in the U.S. Clients use NRG’s research to develop, or make changes to, their marketing plans. NRG’s clients include major film studios in the U.S. We also offer similar services in Europe, Australia and Japan.

Nielsen Broadcast Data Systems (“BDS”). BDS monitors radio airplay on a continuous basis from 1,600 radio stations in the U.S. This data is used by music labels, radio stations and performing rights organizations to adjust station playlists and to determine marketing spend for various titles. Using patented computer technology, BDS provides daily reporting, and in certain cases real-time reporting, to its client base through the Internet. In certain countries in Europe, Nielsen Music Control provides similar radio airplay monitoring services.

Our Business Media segment is one of the largest providers of integrated business-to-business information in the world. The segment has more than 100 trade shows, approximately 100 websites and over 100 print publications and online newsletters, each targeted to specific industry groups. Through 2006, our Business Media segment was comprised of two divisions: Nielsen Business Media U.S. and Nielsen Business Media Europe (“BME”), each with its own trade shows, online media assets and publications. On February 8, 2007, we

completed the sale of BME to 3i, a European private equity and venture capital firm. The Company’s financial statements reflect BME’s business as a discontinued operation.

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. Customers include professionals and advertisers from a variety of industries including marketing, media, advertising, entertainment, informational technology, career management and finance. For the fiscal year ended December 31, 2006, Business Media generated approximately 11% of our pro forma revenue.

Trade Shows. Each year, we produce approximately 60 trade shows in the U.S., with a total audience of approximately 475,000 and a total booth space of over six million square feet 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 U.S. trade shows were ranked first in terms of show square footage and first in number of top 200 shows, respectively, in the annual Tradeshow Week rankings of the top 200 U.S. trade shows for 2006. 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.

Online Media & Publications. 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, entertainment, health, jewelry and gifts, among others. These publications are distributed to approximately 1.2 million readers. 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.

Trade Show Joint Ventures Outside U.S. We organize over 50 trade shows in the Netherlands and elsewhere in Europe as well as in China and elsewhere in Asia through our joint venture with Jaarbeurs.

Our Consumer Services and Media services typically comprise information, the software tools to access the information and a Client Service team to help interpret the information and ensure that the client derives maximum value. 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 for multiple years.

Large customers 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 within our Consumer Services business, is to sell additional products and services beyond the core measurement services. These additional services include targeting and segmentation (ACNielsen Homescan, Spectra), new product testing (BASES) and other advisory services.

Our large customers 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 customer’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 Client Service is well-equipped with information and support materials on Nielsen’s product and service offerings. Marketing strategy is set globally, while marketing activities are managed on a regional basis. Nielsen’s investment in Client Service means that we have personal contact with our clients on a daily basis. Therefore, marketing communications efforts are focused on supporting Client Service with brochures, fact sheets, client advisory boards, websites and, in larger markets, annual conferences and newsletters. Spending on advertising and public relations is not considered key to our business success and is therefore limited.

ACNielsen 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, ACNielsen’s principal competitor in the U.S. is Information Resources, Inc. Information Resources, Inc. is also active in Europe and, through partial ownership of MEMRB, in Eastern Europe and other geographies. Our consumer panel services, custom research services, and other data and advisory services business have direct and/or indirect competitors, including Taylor Nelson Sofres plc and GFK AG, in many markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability and comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price, and geographic and market coverage.

Nielsen Media Research has maintained a strong leadership position in the television ratings measurement industry in the U.S. There are a number of firms that do qualitative research. Taylor Nelson Sofres plc has taken initial steps toward doing quantitative viewership estimates. Nielsen Media Research’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 Research faces competition from various competitors in several of the jurisdictions in which it operates. 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 and comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price, and geographic and market coverage.

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. In the U.S., our trade publications face competition principally from 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. The trade show business in the Netherlands faces competition from RAI International Communications Group. 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 customer support, level of technical expertise and price.

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 slowly increasing. Compliance with these laws can impose administrative and operational burdens and other costs, and these are more significant where the data is 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 it may be used, how it must be stored, and whether and to whom and where it may be transferred. While the laws on personal 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 it reveals 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 is more highly regulated than non-sensitive data. Generally this means that for sensitive data the data subject’s consent should be more explicit and more 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 is 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 tags; and tracking 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 data outside the country where it is collected is constrained by many data protection laws, and 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 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.

On December 31, 2006, we had approximately 41,000 full and part-time employees worldwide with approximately 13,000 of those being located in the U.S. Of our worldwide employees, approximately 31,000 full and part-time employees were in Consumer Services, approximately 9,000 in Media and over 1,000 in Business Media. Outside of the U.S. a number of our employees 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. See “Risk Factors—If we are unable to attract, retain and motivate employees, we will not be able to compete effectively and will not be able to expand our business.”

We own registered marks for “Nielsen,” “ACNielsen” and several other Nielsen brands and own or have applied for trademark registrations in the U.S. and in several 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 and a number of patents and patent applications pending including patents relating to audience measurement systems, broadcast encoding Internet content monitor systems, and automated data collection.

To protect our proprietary services and software, we rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws. We also have established policies requiring our personnel and representatives to maintain the confidentiality of our proprietary property. We will continue to apply for software and business method patents on a case-by-case basis and will continue to monitor ongoing developments in the evolving software and business method patent field. See “Risk Factors—Our success will depend upon our ability to protect our intellectual property rights.”

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 customer’s desktop for use in common spreadsheet and presentation software. We provide these capabilities to our customers 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 the Nielsen Media Research 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 customers 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 customers and our other business locations.

We lease property in more than 570 locations worldwide. We also own six properties worldwide, including ACNielsen’s 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. Nielsen Media Research leases property in Oldsmar, Florida which we use as our GTIC. The obligations of Nielsen Media Research under this lease are guaranteed by The Nielsen Company B.V. In addition, Nielsen is subject to certain covenants including the requirement that it meet certain conditions in the event it merges into or conveys, leases, transfers or sells its properties or assets as an entirety or substantially as an entirety to, any person or persons, in one or a series of transactions.

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.

On June 16, 2005, erinMedia, LLC filed a lawsuit in federal district court in Tampa, Florida. The lawsuit alleges that Nielsen Media Research violated federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate Nielsen Media Research’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted Nielsen Media Research’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia. On January 11, 2006, erinMedia filed a related action against Nielsen alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed the action, without prejudice, upon stipulation of the parties. We believe the original action is without merit.

On April 12, 2006, Wrapsidy, LLC filed a lawsuit in California Superior Court in Santa Clara County. The lawsuit originally alleged claims against Nielsen Media Research for violation of the California Franchise Investment Act, misappropriation of trade secrets, unfair competition and business practices, anticipatory breach of contract and other claims arising out of certain contracts between the parties. Wrapsidy also alleges harm arising out of certain contractual and pricing practices of Nielsen Media Research. The complaint does not specify the amount of damages sought and seeks declaratory and equitable relief. On June 26, 2007, Wrapsidy moved to file an amended complaint that omitted the claims for misappropriation of trade secrets, anticipatory breach of contract, relief on implied copyright license and violation of the California Franchise Investment Act, and added claims for violation of the California Unfair Practices Act, intentional interference with prospective economic advantage, intentional interference with contractual relations, relief on modified written contract, specific performance of modified written contract and violation of the California Cartwright Act. By order dated July 19, 2007, the Court denied Wrapsidy’s motion. The case is now in discovery. We believe this action is without merit.

On August 31, 2006 a notice of disagreement was filed by World Directories Acquisition Corp. (“WDA”) against us and certain of our subsidiaries pursuant to the Sale and Purchase Agreement (“SPA”) between the parties dated September 26, 2004 under which our World Directories business was sold. The claim arises in connection with certain post-closing matters under the SPA related to the submission of the completion accounts related to the business. WDA asserts a claim for approximately €44 million and we, in opposition to WDA’s claim, have claimed approximately €8.0 million. The matter has been submitted to arbitration pursuant to the SPA.

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

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

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability arising out of the D&B Legacy Tax Matters.

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. Currently the parties are in arbitration over one tax related dispute. Nielsen believes its provision of $13 million is adequate to cover any remaining liability related to these matters.

The Executive Officers set forth below are responsible for achieving Nielsen’s and each of the Issuers goals, strategy, policies and results. The supervision of Nielsen’s management and its Executive Board and the general course of its affairs and business operations is entrusted to the Supervisory Board, which currently consists of thirteen members. The Supervisory Board is a separate body and fully independent from the Executive Board. The officers and directors of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, are as follows:

David L. Calhoun. Mr. Calhoun serves as Chairman of the Executive Board of Nielsen and Chief Executive Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, positions he has held since September 2006. Prior to joining Nielsen, Mr. Calhoun was a Vice Chairman the of 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 of Medtronic, Inc.

Susan Whiting. Ms. Whiting serves as Executive Vice President of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC and Chairman of Nielsen Media Research, positions she has held since January 2007. Ms. Whiting has overall responsibility for global marketing and product leadership across the Company as well as overall strategic responsibility for all Nielsen Media businesses worldwide. Ms. Whiting joined Nielsen Media Research in 1978 as part of its management training program. Since then she has worked in every aspect of the business. In 1997 she was appointed General Manager of National Services and Emerging Markets. In 2001, she was named President and Chief Operating Officer, and nine months later was named CEO. Ms. Whiting serves on the Board of Directors of Wilmington Trust Corporation. 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, Nielsen Finance Co. and Nielsen Finance LLC, positions 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, Nielsen Finance Co. and Nielsen Finance LLC, positions 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.

James W. Cuminale. Mr. Cuminale serves as the Chief Legal Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, positions 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 Officer of Nielsen, a position he has held since June, 2007. In this role he is responsible for all aspects of human resources worldwide. 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.

David E. Berger. Mr. Berger serves as Senior Vice President and Corporate Controller of Nielsen, a position he has held since August 2005, and Vice President (Finance) of Nielsen Finance LLC and Nielsen Finance Co. In this role he is responsible for accounting, financial reporting, planning and analysis, budgeting and financial systems. 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 and 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.

Robert A. Ruijter. Mr. Ruijter serves as an Executive Advisor to the Supervisory Board and a member of the Executive Board of Nielsen. In this role he is responsible for advising the Supervisory Board on matters impacting Nielsen. Mr. Ruijter served as the Chief Financial Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC until February 23, 2007. Mr. Ruijter joined Nielsen in 2004 as Chief Financial Officer and as a member of the Executive Board. Prior to joining Nielsen, Mr. Ruijter held a number of positions at various multinationals. In 2001 Mr. Ruijter became CFO and Managing Director of KLM Royal Dutch Airlines. In 2000, he was named Executive Vice President & CFO of Baan Company N.V. after spending seven years with Philips as Director of Finance and Executive Vice President & CFO of Philips Lighting. Before Philips, Mr. Ruijter worked at British Petroleum, PLC in a variety of roles including Managing Director & CEO of BP Sweden. He began his career as a public accountant with Ernst & Young Accountants, and is a Dutch (RA) Chartered Accountant, a U.S. CPA and is a member of the Association of Corporate Treasurers in the United Kingdom.

Iain Leigh. Mr. Leigh has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 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.

James A. Quella. Mr. Quella has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC 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 Allied Waste, Celanese, Graham Packaging, Michael’s Stores and Houghton Mifflin. Mr. Quella received a B.A. from the University of Chicago/University of Wisconsin Madison and an M.B.A. with Dean’s Honors from the University of Chicago Graduate School of Business.

Michael S. Chae. Mr. Chae has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 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 Extended Stay

America, Michael’s Stores and Universal Orlando and 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.

Allan M. Holt. Mr. Holt has been a member of Nielsen’s Supervisory Board since November 23, 2006, a member of the Board of Nielsen Finance Co. since April 5, 2007 and a member of the Board of Nielsen Finance LLC since April 5, 2007. Mr. Holt is a Managing Director and Co-head of the U.S. Buyout group of The Carlyle Group. Mr. Holt has extensive private equity investment experience, having most recently led Carlyle’s Global Aerospace, Defense, Technology and Business/Government Services team. Mr. Holt joined Carlyle in 1991. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group. Mr. Holt was also previously with MCI Communications Corporation, where, as Director of Planning and Budgets, he managed a group responsible for the development, review and analysis of MCI’s multibillion-dollar financial operating and capital plans. Before joining MCI, he was with Coopers & Lybrand. Mr. Holt is a graduate of Rutgers University and received his M.B.A. from the University of California, Berkeley. Mr. Holt is a member of the Boards of Directors of Fairchild Imaging, Inc., Landmark Aviation, MedPointe, Inc., SS&C Technologies, Inc., Standard Aero, Ltd. and Vought Aircraft Industries, 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 Master of Business Administration degree from the University of Chicago. Mr. Kilts is currently a member of the Board of Directors of Met Life, The New York Times, and MeadWestvaco as well as a member of Citigroup’s International Advisory Board. Mr. Kilts also 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 Graduate School of Business.

James A. Attwood, Jr. Mr. Attwood has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC 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 Carlyle, 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.

Patrick Healy. Mr. Healy has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 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 DoubleClick, Inc., Mondrian Investment Partners, The Nasdaq Stock Market, Inc., entities affiliated with Gartmore Investment Management plc, the Nielsen Companies and oversees the firm’s investment in Axel Springer AG.

Lord Clive Hollick. Lord Hollick has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC since July 28, 2006. Lord Hollick is a Member at Kohlberg Kravis Roberts & Co., where he heads the Media industry team in Europe. Prior to joining Kohlberg Kravis Roberts & Co. in 2005, Lord Hollick was CEO

of United Business Media. Lord Hollick is currently the Chairman of SBS Broadcasting, a senior director of Diageo plc and a director of Honeywell Inc. Lord Hollick received a B.A. from Nottingham University.

Alexander Navab. Mr. Navab has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 2006. Mr. Navab is a Member at Kohlberg Kravis Roberts & Co., where he heads the Media and Communications industry team. Prior to joining Kohlberg Kravis Roberts & Co. 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.

Scott A. Schoen. Mr. Schoen has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 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 Simmons Company and Spectrum Brands, Inc. He is a member of the Board of Trustees of Spaulding Rehabilitation Hospital Network. He is also a member of the Board of Advisors of the Yale School of Management and a member of the Yale Development Board. 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.

Richard J. Bressler. Mr. Bressler has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC 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 the 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. Before joining Time Inc., Mr. Bressler was a partner with Ernst & Young. Mr. Bressler serves on the Boards of Warner Music Group, Gartner, Inc. and American Media, Inc. In addition, he serves as Chairman for the Center for Communication Board, the Duke University Fuqua School of Business’s Board of Visitors, New School University’s Board of Trustees, the J.P. Morgan Chase National Advisory Board and the Columbia University School of the Arts Deans’ Council. Mr. Bressler holds a B.B.A. in Accounting from Adelphia University.

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 Vermorgensbehler B.V. and a member of the board of Providence Capital N.V.

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 and the Advertising Council.

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. Navab (as Chairman), Attwood, Chae, Healy and Schoen, is authorized to act for the Supervisory Board between its regular meetings, subject to Board notification requirements.

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 Compensation Committee, consisting of Messrs. Schoen (as Chairman), Attwood, Chae, Navab and Healy, is responsible for setting, reviewing and evaluating the our compensation, and related performance and objectives, of the our senior management team.

We have a code of ethics (the “Code of Ethics”) that applies to all of our employees, including our principal executive officer, our principal financial officer and principal accounting officer, or persons performing similar functions. These standards are designed to deter wrongdoing and to promote honest and ethical conduct.

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our chief executive officer, our former chief executive officer (who resigned from office on June 13, 2006), our principal financial officer, and our three other most highly compensated executive officers in 2006. These individuals are referred to as the “Named Officers.”

Our executive compensation programs are determined and 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 Susan Whiting, an executive vice president.

The Compensation Committee reviews Nielsen’s executive compensation program to ensure that:

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 incentive bonuses; 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 requirements. Senior management is asked to invest in the Company to ensure alignment 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. These benefits are described in further detail below in the section entitled “Potential Payments upon Termination.”

In structuring executive compensation packages, the Committee considers how each component 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). We believe that to attract and retain senior executives, we must provide them with predictable benefit amounts that reward their continued service. 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 bonus 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 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. Annual bonuses are paid out on an annual basis and are designed to reward performance for that year. Equity incentives are designed to reward performance on a long-term basis.

The Committee believes that performance-based compensation such as annual bonuses and long-term equity incentives play a significant role in aligning management’s interests with those of Nielsen’s 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 paid by other companies, such as client companies and those in our specific industries, but we do not attempt to maintain a certain target percentile. Historically, the Company has considered the following companies as peers for purposes of benchmarking certain executive compensation practices: GfK, IMS Healh, McGraw-Hill, Pearson, Primedia, Reed Elsevier, WPP, Taylor Nelson Sofres and Wolters Kluwer. However, reference to these companies’ compensation practices is not systematic and we do not focus on any one particular component of compensation when reviewing their practices. These companies were selected because they are either direct competitors of ours or are engaged in related businesses. 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 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, Nielsen’s performance and the contribution and expected contribution of those executives to the Company’s performance. As described below under “Employment Agreement with Mr. David Calhoun,” Nielsen has entered into an employment agreement with Mr. Calhoun that sets his level of base salary. Ms. Whiting’s salary was increased in November 2006 to reflect her new responsibilities as an Executive Vice President of the Company.

Historically, annual incentive bonuses have been awarded to senior executives based upon multiple performance criteria, including evaluations of personal job performance and performance measured against

objective business criteria. For the year ended December 31, 2006, the following factors were considered in determining annual bonuses for our senior executives: profit as represented by EBITDA, revenue performance, cost savings, and an assessment of the executive’s job performance for 2006. For 2006, each of our Named Officers had the opportunity to receive an annual bonus with a pre-established target payout assuming the achievement of 100 percent of each performance goal, with the ability for the Compensation Committee to adjust the actual bonus paid in its discretion to account for the executive’s personal qualitative performance. For Mr. Calhoun, the target payout was equal to his base salary, pursuant to his employment agreement (discussed below). Actual bonus payouts were subject to increase above the target payout if actual performance exceeded the performance goal and subject to decrease below the target payout if actual performance was less than the performance goal. For example, for the performance targets related to EBITDA and revenue, for each one percent by which the actual results surpassed the performance goal, the actual payout is increased by five percent above the target payout. For each one percent by which the actual results fell short of the performance goal, the actual payout is decreased by five percent.

The tables below set forth the pre-established target payout for each Named Officer, the relative weighting of each performance target as a factor in the Named Officer’s bonus, the target amount of each performance metric, the actual achievement of the metric, and the resulting bonus paid.

Rob Ruijter/David Calhoun. The target payouts for each of Mr. Ruijter and Mr. Calhoun, assuming performance for a full year, is as follows: Mr. Ruijter €470,000, Mr. Calhoun $1,500,000.

Steven Schmidt. Mr. Schmidt’s target payout was $500,000, assuming a full year of service.

Susan Whiting. Ms. Whiting’s target payout was $587,500, assuming a full year of service.

In addition to the quantitative performance metrics described above, the Compensation Committee has the discretion to increase or decrease bonuses based on its assessment of the executive’s personal qualitative performance. For 2006, no Named Officer received such an increased or decreased bonus based on the Committee’s assessment of each of their personal qualitative performance.

As per each of their employment agreements, Dr. Doppelt and Mr. van den Bergh received an annual bonus based on their applicable target payouts of $500,000 and $778,500, respectively, and pro-rated to reflect the number of days they were with Nielsen during 2006.

We believe that focusing on bottom-line operating performance will result in a high-performing company over the long-term. Focusing on revenue performance will help ensure that Nielsen continues to grow and continues to be a leader in the markets we serve. We believe that focusing on cost efficiencies will allow us to free up resources to be invested in future, profitable growth. For 2007, the factors that will be considered in determining annual bonuses for our senior executives will include profit as represented by EBITDA, revenue performance and an assessment of the executive’s job performance for 2007 and additional factors that may be considered as determined by the Compensation Committee. The Compensation Committee has determined that cost savings goals will no longer be a direct factor in the determination of annual bonuses for 2007. The quantitative performance metrics will be weighted as follows for the determination of the 2007 annual bonus: 75% on the achievement of EBITDA targets and 25% on the achievement of revenue targets. The targeted payout for each Named Officer ranges from 100% to 200% of his or her base salary. The calculation of the EBITDA and revenue targets will be determined using a similar methodology as was used to determine 2006 targets, so that

the ability to achieve these targets by our executives will be consistent with past years. Based on currently available information, it is anticipated that the target annual performance levels for fiscal year 2007 are reasonably obtainable by the Named Officers.

Under his employment agreement, Mr. Calhoun’s annual bonus ranges from 0% to 200% of his base salary with a target bonus of 100%. For 2006, he was guaranteed a prorated bonus payment no less than his target bonus multiplied by the percentage of the year he was employed. His actual bonus for a given year is determined by the Committee based on his performance and the performance of the Company for that year as described above.

In certain circumstances, the Compensation Committee may grant signing bonuses to new executives in order to attract talented employees for key positions. The amount of the signing bonuses are determined on the facts and circumstances applicable to the new hire. During 2006, Mr. Calhoun joined us as Chief Executive Officer. In connection with attracting Mr. Calhoun to join our Company, the Compensation Committee granted him a signing bonus in the amount of $10,613,699, payable in approximately equal installments annually through 2011. The full amount of the signing bonus is not fully vested and Mr. Calhoun is not entitled to receive the full amount of each annual installment unless he has held his position throughout the respective installment period. In determining the amount of Mr. Calhoun’s signing bonus, the Compensation Committee considered the following factors: attracting a highly talented candidate available for the position, alleviating some of the inherent uncertainties resulting from Mr. Calhoun’s employment with a new organization, mitigating certain of the negative effects of Mr. Calhoun’s departure from his former employer and compensating Mr. Calhoun based on his extensive executive leadership experience and the responsibilities associated with his positions with the Company. The Compensation Committee believes that the amount of the signing bonus awarded to Mr. Calhoun is warranted in light of the factors discussed above.

In recognition of the efforts of certain Named Officers in connection with the additional workload and responsibilities surrounding the Valcon Acquisition, we granted each of Mr. Ruijter, Mr. Schmidt and Ms. Whiting a special one-time award. The amounts of these special one-time awards were determined by the Compensation Committee and were based on the Committee’s determination of the individual’s contributions to and impact on the Company in connection with consummation of the Valcon Acquisition. The various amounts are set forth in footnote 4 to the Summary Compensation Table below.

In connection with entering into his employment agreement Mr. Calhoun became entitled to payments 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 his 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. The amount of this make whole payment was determined by the Compensation Committee and was based on the Committee’s determination of competitive compensation in light of Mr. Calhoun’s circumstances.

Nielsen’s policy is that the long-term compensation of its senior executives should be directly linked to the value provided to stockholders. Therefore, Nielsen historically made annual grants of stock options and, in some cases, RSUs to provide incentives to our executives to increase the value of our common stock. Since the Company was in serious negotiations to be purchased by the Sponsors, the Company decided not to make stock option grants

in March 2006, as was its normal practice. According to the terms of the merger protocol, all ‘in-the-money’ stock options were cancelled and a cash payment was made to the option-holders in an amount equal to the excess of the purchase price per share over the exercise price of each option grant multiplied by the number of options granted.

Mr. Ruijter was a participant in the 2005-2007 Executive Board Long-Term Incentive Plan. This plan provided for an initial grant of RSUs which was increased to reflect the Company’s outperformance of the applicable EBITDA, total shareholder return and individual targets. The final value of the RSUs was based on the tender offer price of €29.50 which was determined to be the fair value of our common stock per the terms of the acquisition.

As described more fully below under “2006 Stock Acquisition and Option Plan”, equity awards are currently provided through common stock, stock options and, in limited circumstances, RSUs. Executives selected to participate in the plan are asked to invest in the Company by purchasing common stock. The amount initially requested is based upon the executive’s position in the organization, their impact on the organization and projected future impact. Once the executive purchases common stock at the fair market value as determined by the Compensation 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 Committee, while a smaller amount are granted at an exercise price equal to 2 times the ‘fair market value’. These stock options are 50% time-vested while the remaining 50% are 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 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 five anniversaries of December 31, 2006 should the Company meet or exceed its targeted EBITDA performance in that year. If the EBITDA target is not met, that portion of the performance-vested options can vest in a future year if the multi-year cumulative EBITDA targets are met in the future year.

Prior to the Transactions, the Company maintained an equity participation plan under which designated executives were permitted to defer a portion of their annual bonus and, instead, receive RSUs. Each RSU represented the right to one common share of the Company, to be transferred to the employee three years from the grant date. The Company matched each deferred bonus RSU with an additional RSU. The bonus RSUs were fully vested when received and the matching RSUs were to vest three years after the award of the initial bonus. As a result of the link with the annual bonuses, the granting of RSUs under the plan was conditional on the attainment of certain performance criteria in the year prior to the grant. Upon the acquisition of the Company, all outstanding RSUs were vested, the plan was terminated and cash was distributed to the holders of outstanding RSUs based on the tender offer price of €29.50.

On December 7, 2006, Valcon adopted the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its subsidiaries (the “2006 Equity Plan”). 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 Valcon and its affiliates. A maximum of 26,100,000 shares of common stock of Valcon may be 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. With the exception of Mr. Calhoun who purchased shares and was granted stock options pursuant to the terms of his employment agreement, none of the Named Officers purchased stock or were granted options under the plan in 2006.

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 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.

Nielsen believes that severance protections play a valuable role in attracting and retaining key executive officers. Accordingly, Nielsen provides these protections to its senior executives. Beginning in 2007, these protections are offered 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.

Prior to the Transactions, we entered into termination protection agreements with each of our Named Officers (except Mr. Calhoun) and with certain of our current and former executive officers. Under each of the termination protection agreements, upon a change of control (including the Transactions), any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any outstanding equity incentive award was automatically accelerated or waived. In addition, if the officer’s employment was terminated by us without “cause” or by the officer for “good reason,” as those terms are defined in the agreement, within two years following a change of control, the officer will be entitled to receive severance benefits including a lump sum amount equal to (a) the sum of two times, or, in certain cases, three times, (1) the officer’s annual base salary at the rate in effect for the year of termination (or, if higher, the rate in effect immediately prior to the change of control) and (2) his or her average annual bonus earned for the two calendar years prior to the year in which the termination date occurs (or, if higher, the year in which the change of control occurred) and (b) the officer’s target annual bonus and any outstanding long term incentive awards (at target), in each case prorated for the portion of the performance period elapsed through the date of termination.

Each agreement also contains a tax gross-up provision; if the officer incurs any excise tax by reason of his or her receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the officer will receive a gross-up payment in an amount that would place the officer in the same after-tax position that he or she would have been in if no excise tax had applied. However, under certain conditions, rather than receive a gross-up payment, the payments payable to the officer will be reduced so that no excise tax is imposed. As a condition to receiving any payments or benefits under the agreements, the officers must execute a general release of claims in respect of their employment with us.

As noted below, due to the departure of certain of the officers named in our compensation table, the compensation and benefits under the termination protection agreements were triggered and became or will become payable.

On October 25, 2006, Nielsen entered into a separation agreement with Mr. Earl Doppelt, Nielsen’s former Executive Vice President and Chief Legal Officer, who resigned effective November 10, 2006. Under the terms of the separation agreement, Mr. Doppelt received: (i) an amount of $3,502,500 in a lump sum cash payment equal to three times his base salary and two-year average bonus, a pro-rata portion of his 2006 targeted annual bonus ($430,137), and a pro-rata portion of the payments from Nielsen’s 2005—2006 and 2006—2007 long-term incentive plans ($680,136); and (ii) continued medical benefits coverage for up to 3 years.

On March 5, 2007, Nielsen entered into a separation agreement with Mr. Steve Schmidt, the former President and Chief Executive Officer of Nielsen’s Consumer Services segment, who resigned effective March 31, 2007. On April 20, 2007, Nielsen entered into a separation agreement with Mr. Robert Ruijter, the former Chief Financial Officer of Nielsen and current Executive Board member and advisor to the Supervisory Board, who will resign effective September 30, 2007.

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.

The following table presents information regarding compensation of our principal executive officer, our former chief executive officer who resigned in 2006, our principal financial officer, and our three other most highly compensated executive officers during 2006. These individuals are referred to as “Named Officers”. Previously, Nielsen was not a reporting company subject to Regulation S-K, therefore Nielsen has applied the rule prospectively, beginning in 2006.

Salary and bonus amounts for Messrs. Van den Bergh and Ruijter are partially paid in Euros.

The Summary Compensation Table above quantifies the value of the different forms of compensation earned by or awarded to our Named Officers in 2006. The primary elements of each Named Officer’s total compensation reported in the table are base salary, an annual bonus, and a long-term cash incentive earned as well as the value of restricted stock units and stock options which were ‘cashed-out’ in conjunction with the Transactions. In the case of Mr. Calhoun, the stock and options award columns reflect his awards in the equity of Valcon Acquisition Holding B.V, the direct parent of Valcon.

The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow.

On August 22, 2006 we entered into an employment agreement, which was amended effective as of September 8, 2006, with Mr. David L. Calhoun, our Chief Executive Officer.

The employment agreement has an employment term which commenced as of September 14, 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 will be 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 a target annual bonus equal to 100% of base salary upon the achievement of performance goals at target levels established by the Board and is entitled to a greater or lesser annual bonus based on actual attainment of applicable performance goals. 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 $18,890,627. Additionally, in 2012 he is entitled to receive a lump sum supplemental retirement benefit from us in the amount of $14,500,000 plus annual interest through such payment date, less any similar retirement 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, 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 will be time vested options and the other one-half will be 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 December 31, 2006 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 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, provided that if such coverage is not available for any portion of such period under our medical plans, we must provide him with an economically equivalent benefit or payment determined on an after-tax basis.

On December 4, 2006 we entered into a written employment arrangement with Ms. Susan D. Whiting (Executive Vice President of The Nielsen Company B.V., Chairman of Nielsen Media Research, and advisor to the Supervisory Board).

Under the written employment arrangement, Ms. Whiting will be entitled to a base salary of $850,000 effective November 13, 2006, subject to increase, if any, as may be determined by the Supervisory Board. Ms. Whiting is eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of performance goals based upon EBITDA to be determined in good faith in consultation with the Chief Executive Officer. 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 was to receive a stock option grant of 1,050,000 shares subject to her subsequent purchase of the common stock and a grant of 100,000 restricted stock units scheduled to vest over 5 years, commencing on January 15, 2007.

The following table presents information regarding the grant of equity awards to our Named Officers in 2006.

Pursuant to his employment agreement, upon his purchase of 2,000,000 ($20,000,000) shares of common stock, Mr. Calhoun received 6,000,000 stock options at an exercise price of $10/share and 1,000,000 stock options at an exercise price of $20/share. One-half of the options are time vested which became 5% vested on December 31, 2006 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 December 31, 2006 with the remaining performance options vesting 19% on the last day of each of the calendar years 2007 through 2001, if and only if the Company’s performance equals or exceeds the applicable annual EBITDA targets. The achievement of the annual 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 EBITDA target for any such prior year.

Upon the acquisition of the Company, all outstanding ‘in the money’ stock options and all RSUs were cashed out instead of receiving shares. The above table reflects those amounts. No other stock option exercises or RSU vesting occurred.

The following table presents information regarding the outstanding equity awards held by each of our Named Officers as of December 31, 2006.

Present values at December 31, 2006 were calculated using an interest rate of 6.00%, an interest credit rate of 4.75% 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.

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, 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 Cash Balance Plan are limited by the provisions of Section 415 and/or Section 401(a) (17) of the 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 Code limitations not applied. Although the Excess Plan is considered an unfunded plan and there is no current trust agreement for the 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.

We maintain a defined benefit pension scheme in the Netherlands. Benefits under the pension scheme are based on a participant’s years of service and pensionable salary. The pensionable salary is the annual base salary including fixed allowances and holiday allowance less a threshold of approximately €16,500 over which no pension is accrued. The final pension amounts are determined based upon an annual pension accrual of: 1.75% of the pensionable salary up to €54,500 (amounts as per 1 July 2003); 1.5% of the pensionable salary between €54,500 and €109,000; and 1.25% of the pensionable salary exceeding €109,000. Matching employee contributions of 6%, 5.1% and 4.3% respectively are also required. The minimum age for participation in the pension scheme is 25 and the retirement age is 65.

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. There is no above market rate of return given to executives as defined by the SEC.

In the event Mr. Calhoun’s employment is terminated during the employment term due to death, disability, by Nielsen 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; and (3) 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, 2006, he would have received a total of $5,447,945 plus continued health and welfare benefits coverage for Mr. Calhoun and his family members for up to 2 years, in an amount estimated to be $12,600 for the two year period.

In the event Ms. Whiting’s employment is terminated by Nielsen without cause or by Ms. Whiting for good reason, Ms. Whiting will be entitled to severance pay that includes (1) payment equal to 2 times the sum of Ms. Whiting’s base salary plus (2) a pro-rata portion of Ms. Whiting’s bonus for the year of termination and (3) continued health and welfare benefits for Ms. Whiting and her family members for the term of the severance. If Ms. Whiting’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2006, she would have received a total of $2,550,000 plus continued health and welfare benefits coverage for Ms. Whiting and her family members for up to 2 years, in an amount estimated to be $12,600 for the two year period.

On April 20, 2007, Nielsen entered into a separation agreement with Mr. Robert Ruijter, the former Chief Financial Officer of Nielsen and current Executive Board member and advisor to the Supervisory Board, who will resign effective September 30, 2007. The separation agreement includes the following payments, which are all denominated in Euros: a lump sum separation payment of €1,895,300 (of which €445,772 has already been paid) prorated annual incentive plan award of €312,904, prorated 2005-2007 long-term incentive of €2,237,405, pension payment distribution of €1,258,589 in the United States which will be grossed up at the appropriate marginal tax rate and €419,530 in the Netherlands, which will not be grossed up.

In connection with his separation from the Company, Nielsen entered into a separation agreement with Mr. Steve Schmidt, the former President and Chief Executive Officer of Nielsen’s Consumer Services segment, who resigned effective March 31, 2007. Pursuant to his separation agreement, Mr. Schmidt received the following payments: severance in the amount of $3,180,750 (equal to three times his base salary in effect on the date of his separation plus two times his average bonus payment for the preceding two years), a prorated 2007 annual incentive payment in the amount of $125,500, a prorated 2006-2007 long term incentive payment in the amount of $312,500, a deferred cash award in the amount of $100,500, a payment in lieu of his unvested SERP benefits in the amount of $428,000, benefit continuation for three years in an amount estimated to be $18,900 for the three year period and tax and financial planning services in the amount of $10,000.

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.

Pursuant to Ms. Whiting’s severance agreement, she has agreed not to disclose any Company confidential information at any time during or after her employment with Nielsen. In addition, Ms. Whiting has agreed that, for a period of two years following a termination of her employment with Nielsen, she will not solicit Nielsen’s employees or customers or materially interfere with any of Nielsen’s business relationships.

In 2006, Messrs. van den Bergh and Doppelt separated from the Company. Mr. van den Bergh was covered under agreements provided on March 17, 2000 and December 14, 2001. Under Mr. van den Bergh’s agreement, he received payments for notice representing 6 months of salary ($389,250), lump sum separation payment ($3,898,833), a prorated annual incentive plan award ($349,792), a prorated long-term incentive plan award ($879,108) and reimbursement for home purchase costs ($176,400). Mr. Doppelt received payments as provided for under his Termination Protection Agreement dated November 1, 2005 including a lump sum separation payment ($3,502,500), prorated annual incentive plan award ($430,137), prorated 2005-2006 long-term incentive ($465,068) and prorated 2006-2007 long-term incentive ($215,068). Both gentlemen received cash-out payments from their stock option and restricted stock unit awards under the same terms as other executives and employees discussed above in the narrative accompanying the table “Option Exercises and Stock Vested.”

Prior to the acquisition, the Company’s supervisory board was composed of seven members. It maintained an audit committee and a remuneration and nomination committee. In 2006, prior to the acquisition, annual compensation of the supervisory board was as follows:

In 2006, no stock options or shares were granted to supervisory board members and none of the members of the supervisory board accrued pension benefits.

Following the acquisition, a new supervisory board, currently consisting of 13 members, was elected. Ten of the 13 members are representatives of the Sponsors and receive no compensation for their services as board members. The other three members receive annual compensation as follows:

The following table presents information regarding the compensation paid or accrued during 2006 to members of our supervisory board.

The following table sets forth certain information regarding beneficial ownership of Nielsen’s capital stock as of March 31, 2007 with respect to:

As of March 31, 2007, Valcon owned approximately 99.4% of Nielsen’s issued and outstanding share capital. Following the consummation of the statutory squeeze-out which is expected to be completed by the end of 2007, all of Nielsen’s issued and outstanding share capital will be held by Valcon. Investment funds associated with or designated by the Sponsors and the Co-Investors own shares of Nielsen indirectly through their holdings in Valcon Acquisition Holding (Luxembourg) S.A.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 and the Co-Investors 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.

THL Fund VI (Alternative) Corp., which beneficially owns 25,526 Ordinary Shares, 1,281,111 CPECS and 6,503,301 YFCPECs, is wholly owned by Thomas H. Lee (Alternative) Fund VI, L.P. (“Alternative Fund VI”). THL Parallel Fund VI (Alternative) Corp., which beneficially owns 15,655 Ordinary Shares, 782,789 CPECs and 4,019,456 YFCPECs, is wholly owned by Thomas H. Lee (Alternative) Parallel Fund VI, L.P. (“Alternative Parallel VI”). THL DT Fund VI (Alternative) Corp., which beneficially owns 4,060 Ordinary Shares, 203,106 CPECs and 1,042,906 YFCPECs, is wholly owned by Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. (“Alternative DT VI”). THL Advisors (Alternative) VI, L.P. (“Advisors VI”) is the general partner of each of Alternative Fund VI, Alternative Parallel VI and Alternative DT VI. THL Equity Fund VI Investors (VNU), L.P. beneficially owns 12,415 Ordinary Shares, 619,983 CPECs and 3,254,705 YFCPECs, THL Equity Fund VI Investors (VNU) II, L.P. beneficially owns 180 Ordinary Shares, 8,854 CPECs and 46,483 YFCPECs, THL Equity Fund VI (VNU) III, L.P. beneficially owns 265 Ordinary Shares, 13,018 CPECs and 68,342 YFCPECs and THL Equity Fund VI Investors (VNU) IV, LLC beneficially owns 915 Ordinary Shares, 15, 658 CPECs and 239,811 YFCPECs. Advisors VI is the general partner of each of THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI (VNU) III, L.P. and is the managing member of THL Equity Fund VI Investors (VNU) IV, LLC. 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, CPECs 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 Fund V (Alternative) Corp., which beneficially owns 17,695 Ordinary Shares, 898,125 CPECs and 4,611,685 YFCPECs, is wholly owned by Thomas H. Lee (Alternative) Fund V, L.P. (“Alternative Fund V”). THL Parallel Fund V (Alternative) Corp., which beneficially owns 4,660 Ordinary Shares, 233,025 CPECs and 1,196,535 YFCPECs, is wholly owned by Thomas H. Lee (Alternative) Parallel Fund V, L.P. (“Aternative Parallel V”). THL Cayman Fund (Alternative) Corp., which beneficially owns 250 Ordinary Shares, 12,376 CPECs and 63,546 YFCPECs, is wholly owned by Thomas H. Lee (Alternative) Cayman Fund V, L.P. (“Aternative Cayman VI”). THL Advisors (Alternative) V, L.P. (“Advisors V”) is the general partner of each of Alternative Fund V, Alternative Parallel V and Alternative Cayman V. 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, CPECs and YFCPECs of Luxco. The address of each of these entities is c/o Walkers, Walker House, Mary Street, GeorgeTown, Grand Cayman, Cayman Islands.

Advisors VI Limited and the 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”) 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 and Soren L. Oberg, each of whom disclaims beneficial ownership of the Ordinary Shares, CPECs 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 240 Ordinary Shares, 12,003 CPECs and 61,635 YFCPECs. Thomas H. Lee Investors, Limited Partnership beneficially owns 350 Ordinary Shares, 17,407 CPECs and 89,378 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, CPECs 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 655 Ordinary Shares, 32,968 CPECs and 169,285 YFCPECs, Putnam Investments Employees’ Securities Company I LLC beneficially owns 120 Ordinary Shares, 6,105 CPECs and 31, 345 YFCPECs, Putnam Investments Employees’ Securities Company II LLC beneficially owns 110 Ordinary Shares, 5,450 CPECs and 27,981 YFCPECs and Putnam Investments Employees’ Securities Company III LLC beneficially owns 235 Ordinary Shares, 11,771 CPECs and 60,442 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, CPECs and YFCPECs held by these entities. The address for each of these entities is One Post Office Square, Boston, Massachusetts 02109.

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) Sarl 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.

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) Sarl 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) Sarl, 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).

The Nielsen Company (US), 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 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 period from May 24, 2006 to December 31, 2006, Nielsen recorded $6 million in selling, general and administrative expenses related to these management fees and $1 million related to Sponsor travel and consulting.

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.

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 $12 million, $9 million, $11 million and $14 million for the periods ended May 24 to December 31, 2006 and January 1 to May 23, 2006 and for the years ended December 31, 2005 and 2004, 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, 2006, 2005 and 2004 the related amounts outstanding were not significant.

Nielsen and its subsidiaries have entered into various related party transactions with AGB Nielsen Media Research, covering services to and from AGB Nielsen Media Research, including the licensing of the Nielsen trademark, software and databases, and certain administrative services. These related party transactions resulted in a net receivable of $12 million and $5 million at December 31, 2006 and 2005, respectively.

In March 2002, with the relocation to the United States of the former Chairman of the Executive Board and his family, the former Chairman of the Executive Board received a home mortgage loan from Nielsen in the amount of $4 million. The loan, which is denominated in U.S. Dollars, accrues interest at the rate of 6.0% per year and is collateralized by the home. Interest is due at the time that the loan is repaid, which can be no later than July 1, 2007. If at that time the value of the home is not sufficient to cover the amount of this loan plus accrued interest, Nielsen will absorb the difference plus any required income taxes that would be payable by the former Chairman. The carrying value of the loan receivable and accrued interest is $5 million, included in other current assets, and $5 million, included in non-current assets, at December 31, 2006 and 2005, respectively.

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.

Our new senior secured credit facilities provide for senior secured financing of up to $5,908 million, consisting of:

In addition, we may request one or more incremental term loan facilities and/or increase commitments under our Revolving Facility in an aggregate amount of up to $688 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

All borrowings under our Revolving Facility following the date the Term Facility is initially drawn are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties. Loans under our Revolving Facility are available in multiple currencies and to multiple borrowers.

Proceeds of the term loans and, if applicable, the revolving loans, together with other sources of funds described under “Use of Proceeds,” were used to repay existing debt and finance the Transactions. Proceeds of the revolving loans borrowed after the closing date of the Transactions, swingline loans and letters of credit are or will be used for working capital and general corporate purposes. See “Use of Proceeds.”

The interest rates per annum applicable to loans denominated in U.S. Dollars or Euros, other than swingline loans, under our new senior secured credit facilities are, at our option, equal to either an alternate base rate (in the case of U.S. Dollar loans) or an adjusted EURIBOR rate for a one-, two-, three or six-month interest period, or a nine- or twelve-month period, if agreed to by our lenders, in each case, plus an applicable margin. The alternate base rate is determined by reference to the greater of (1) Citigroup’s Prime Rate and (2) the overnight Federal Funds as published by the Federal Reserve Bank of New York, plus 0.5%. The Adjusted EURIBOR rate is determined by reference to settlement rates established for deposits in the applicable currencies in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by banking regulations to which our lenders are subject. Interest rates on loans denominated in other currencies is based on rates common for such currencies plus an applicable margin.

Swingline loans denominated in U.S. Dollars bear interest at the interest rate applicable to alternate base rate revolving loans. Swingline loans denominated in Euros bear interest at a EURIBOR rate plus an applicable margin.

In addition, on the last day of each calendar quarter we are required to pay each lender (i) a commitment fee in respect of any unused commitments under the Revolving Facility and (ii) a letter of credit fee in respect of the aggregate face amount of outstanding letters of credit under the Revolving Facility.

Subject to exceptions, our new senior secured credit facilities require mandatory prepayments of term loans in amounts equal to:

Our new senior secured credit facilities require scheduled quarterly payments on the term loans each equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters, with the balance paid at maturity.

Our new senior secured credit facilities are guaranteed by Nielsen, VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., VNU Holdings B.V., ACN Holdings, Inc., VNU Services B.V. and The Nielsen Company (US), Inc., and certain of their material existing and subsequently acquired or organized wholly owned subsidiaries (other than non U.S. subsidiaries of ACN Holdings, Inc., The Nielsen Company (US), Inc. or other U.S. subsidiaries), and is secured by substantially all of the existing and future property and assets (other than cash) of our U.S. subsidiaries and by a pledge of the capital stock of the guarantors specified above, the capital stock of our U.S. subsidiaries and the guarantors and up to 65% of the capital stock of certain of our non U.S. subsidiaries.

Our new senior secured credit facilities require that we, after an initial grace period, comply on a quarterly basis with a maximum consolidated leverage ratio test and minimum interest coverage ratio test. In addition, our new senior secured credit facilities include negative covenants, subject to significant exceptions, restricting or limiting our ability and the ability of certain of our subsidiaries to, among other things:

Nielsen is not bound by any financial or negative covenants contained in the credit agreement.

The new senior secured credit facilities also contain certain customary affirmative covenants and events of default.

In connection with the Transactions, Nielsen issued €343 million aggregate principal amount at maturity of 11¹/8% Senior Discount Notes due 2016. No interest shall be payable on the Nielsen Senior Discount Notes until August 1, 2011. After August 1, 2011 interest shall be payable on the Nielsen Senior Discount Notes at a rate of 11¹/8% per annum. The Nielsen Senior Discount Notes contain a covenant that generally restricts the creation of security over indebtedness with a principal amount greater than €15 million, a maturity greater than twelve months and which are in the form of securities that are or are intended to be listed on a stock market. The Nielsen Senior Discount Notes contain customary events of default, including non payment of principal, interest or fees and cross default to other indebtedness of Nielsen or certain material subsidiaries, insolvency or bankruptcy of Nielsen or certain material subsidiaries.

We have a Euro Medium Term Note (“EMTN”) program in place. All debenture loans and most private placements are quoted on the Luxembourg Stock Exchange. At March 31, 2007 and December 31, 2006, amounts with carrying values of $704 million and $706 million, respectively, of the program amount were issued under the EMTN program. There are no additional amounts available for borrowing under this program as of December 31, 2006. Upon consummation of the Transactions, €518 million ($685 million) remained outstanding under this program. The securities issued under the program contain covenants which generally restrict the creation of security over indebtedness with a principal amount greater than €15 million, a maturity greater than twelve months and which are in the form of securities that are or are intended to be listed on a stock market. As of March 31, 2007 the following are the amounts of the medium term notes that remain outstanding under the EMTN program:

In 2003, a £250 million debenture loan was issued under the EMTN program. After seven years, the interest rate on the debenture loan will be reset for the remaining seven years to 5.50% plus the then applicable market credit spread for us. As a feature of the loan, after the seven years, we had a right to acquire the debentures from the holders at par. At the issuance date of the loan, we have assigned this right to two investment banks. If the acquisition right is exercised, the interest rate will be reset as aforementioned. If the acquisition right is not exercised, we will redeem the debenture loan at par.

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (i) the term “Issuers” refers to Nielsen Finance LLC and Nielsen Finance Co., and (ii) the terms “we,” “our” and “us” each refer to the Covenant Parties and their consolidated Subsidiaries.

The Issuers issued the old notes under an indenture dated August 9, 2006 (the “Indenture”) among the Issuers, the Guarantors and Law Debenture Trust Company of New York, as trustee (the “Trustee”). Except as set forth herein, the terms of the exchange notes will be substantially identical and include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Senior Dollar Notes and the Senior Euro Notes are separate series of notes but will be treated as a single class of securities under the Indenture, except as otherwise stated herein. As a result, among other things, holders of each series of exchange notes will not have separate and independent rights to give notice of a Default or to direct the Trustee to exercise remedies in the event of a Default or otherwise.

The following description is only a summary of the material provisions of the Indenture and Registration Rights Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture and the Registration Rights Agreement because those agreements, not this description, define your rights as Holders of the exchange notes. You may request copies of the Indenture and Registration Rights Agreement at our address set forth under the heading “Prospectus Summary.”

The Guarantors, as primary obligors and not merely as sureties, will initially jointly and severally irrevocably and unconditionally guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture, the old notes and the exchange notes, whether for payment of principal of or interest on or Additional Interest in respect of the Senior Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

The Foreign Parents and Restricted Subsidiaries that guarantee the Senior Credit Facilities guarantee the notes. Each of the Guarantees of the notes will be a general unsecured obligation of each Guarantor, will be pari passu in right of payment with all existing and future Senior Indebtedness of each such entity, and will be

effectively subordinated to all secured Indebtedness of each such entity and will be senior in right of payment to all existing and future Subordinated Indebtedness (including the Senior Subordinated Discount Notes) of each such entity. The notes will be structurally subordinated to Indebtedness of Restricted Subsidiaries of the Covenant Parties that do not Guarantee the notes.

Not all of the Restricted Subsidiaries Guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to a Guarantor. None of (a) the Foreign Subsidiaries of Domestic Subsidiaries, (b) non-Wholly Owned Subsidiaries of the Covenant Parties or any Receivables Subsidiary and (c) certain other Foreign Subsidiaries not required to guarantee the Senior Credit Facilities guarantee the Senior Notes. The non-guarantor Subsidiaries, accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million or 42% of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

The obligations of each Guarantor under its Guarantees is be limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee is be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payment on the notes.”

A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(1)(a) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (other than NHF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or a Subsidiary of a Guarantor or (ii) all or substantially all the assets of such Guarantor (other than NHF) which sale, exchange or transfer is made in a manner not in violation of the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Guarantor (other than NHF) of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor (other than NHF) as an Unrestricted Subsidiary; or

(d) the Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Indenture being discharged in a manner not in violation of the terms of the Indenture; and

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

The payment of the principal of, premium, if any, and interest on the notes and the payment of any Guarantee will rank pari passu in right of payment to all Senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities.

The notes will be effectively subordinated to all of the existing and future Secured Indebtedness of each Issuer and each Guarantor to the extent of the value of the assets securing such Indebtedness. As of March 31, 2007, the Issuers and the Guarantors had $5,185 million of Secured Indebtedness (of which $4,883 million was secured Indebtedness under the Senior Credit Facilities). In addition, as of March 31, 2007, the non-Guarantor Subsidiaries had $1,018 million of liabilities that were structurally senior to the notes.

Although the Indenture will contain limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

The Issuers will maintain one or more paying agents for the notes in the Borough of Manhattan, City of New York, in respect of the Senior Dollar Notes, and in Luxembourg in respect of the Senior Euro Notes. The initial paying agent for the Senior Dollar Notes will be Deutsche Bank Trust Company Americas. The principal paying agent for the Senior Euro Notes will be Deutsche Bank AG, London Branch and the paying agent and transfer agent in Luxembourg will be Deutsche Bank Luxembourg, S.A.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York in respect of the Senior Dollar Notes, and shall maintain co registrars in London, United Kingdom and in Luxembourg in respect of the Senior Euro Notes. If the issuers fail to appoint a registrar the Trustee will act as such. The registrar will maintain a register reflecting ownership of the notes outstanding from time to time and will make payments on and facilitate transfer of notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Issuers, a Restricted Subsidiary or any Subsidiaries of a Restricted Subsidiary may act as a paying agent or registrar.

A Holder may transfer or exchange notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any note selected for redemption. Also, the Issuers are not required to transfer or exchange any note for a period of 15 days before a selection of Senior Notes to be redeemed.

The Issuers will issue $650,000,000 in an aggregate principal amount of Senior Dollar Notes and €150,000,000 in an aggregate principal amount of Senior Euro Notes in this exchange offer. The Senior Notes will mature on August 1, 2014. Subject to compliance with the covenant described below under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional Senior Dollar Notes and additional Senior Euro Notes from time to time after this offering under the Indenture (“Additional Senior Notes”). Each of (i) the Senior Dollar Notes offered by the Issuers and any Additional Senior Dollar Notes subsequently issued under the Indenture and (ii) the Senior

Euro Notes offered by the Issuers and any Additional Senior Euro Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Senior Notes” for all purposes of the Indenture and this “Description of Senior Notes” include any Additional Senior Notes that are actually issued.

Interest will accrue on the notes at the rate per annum shown on the front cover of this prospectus from the Issue Date, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the January 15 or July 15 immediately preceding the interest payment date, on February 1 and August 1 of each year, commencing February 1, 2007.

Additional Interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal of, premium, if any, and interest on the notes will be payable, with respect to the Senior Dollar Notes, at the office or agency of the Issuers maintained for such purpose within the City and State of New York and with respect to the Senior Euro Notes, at the office or agency of the Issuers maintained for such purpose within Luxembourg or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Senior Dollar Notes represented by one or more global notes registered in the name of or held by DTC or its nominee and with respect to the Senior Euro Notes represented by one or more global notes registered in the name of or held by Euroclear or Clearstream or their nominee, in each case will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York and Luxembourg will be the office of the Trustee maintained for such purpose.

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuers may be required to offer to purchase notes as described under the caption “Repurchase at the Option of Holders.” We may at any time and from time to time purchase notes in the open market or otherwise.

Except as set forth below, the Issuers will not be entitled to redeem the notes at its option prior to August 1, 2010.

At any time prior to August 1, 2010 the Issuers may redeem all or a part of the Senior Dollar Notes and/or Senior Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after August 1, 2010 the Issuers may redeem the Senior Dollar Notes and/or Senior Euro Notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable

Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on August 1 of each of the years indicated below:

In addition, until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Senior Dollar Notes and/or Senior Euro Notes issued by it at a redemption price equal to 110.000% of the aggregate principal amount thereof in the case of Senior Dollar Notes and 109.000% of the aggregate principal amount thereof in the case of Senior Euro Notes, in each case plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and /or (b) one or more sales of a business unit of Nielsen, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of (i) the sum of the aggregate principal amount of Senior Dollar Notes originally issued under the Indenture and any Additional Senior Dollar Notes issued under the Indenture after the Issue Date and (ii) the sum of the aggregate principal amount of Senior Euro Notes originally issued under the Indenture and any Additional Senior Euro Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale.

Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

The Trustee shall select the notes to be purchased in the manner described under “Repurchase at the Option of Holders—Selection and Notice.”

The notes will provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding notes as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender such notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered notes and their election to require the Issuers to purchase such notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount of notes tendered for purchase, and a statement that such Holder is withdrawing its tendered notes and its election to have such notes purchased;

(7) that if the Issuers are redeeming less than all of the notes, the Holders of the remaining notes will be issued new notes and such new notes will be equal in principal amount to the unpurchased portion of the notes surrendered. The unpurchased portion of the notes must be equal to a minimum of $2,000 or €2,000, as applicable, or an integral multiple of $1,000 or €1,000, as applicable, in each case in principal amount; and

(8) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the notes so accepted together with an Officer’s Certificate to the Trustee stating that such notes or portions thereof have been tendered to and purchased by the Issuers.

The Senior Credit Facilities and future credit agreements or other agreements relating to Senior Indebtedness to which the Covenant Parties become a party may provide that certain change of control events with respect to the Covenant Parties would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable and cause a Receivables Facility to be wound-down.

Our ability to pay cash to the Holders of notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Covenant Parties and their Restricted Subsidiaries to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Covenant Parties and their Restricted Subsidiaries. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Issuers to make an offer to repurchase the notes as described above.

The provisions under the Indenture relative to the Issuers’ obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes.

The Indenture will provide that the Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by such Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(a) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;

(b) Obligations under the Senior Indebtedness that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto;

(c) Obligations under (i) notes (to the extent such purchases are at or above 100% of the principal amount thereof) or (ii) any other Senior Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of notes to purchase their notes at 100% of the principal amount thereof, plus, in the case of each of clauses (i) and (ii), the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid,

(d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary, or

(e) Obligations under Subordinated Indebtedness in an aggregate principal amount not to exceed the Asset Sale Prepayment Amount; or

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) acquisitions of other assets that, in the case of each of (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any

Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under the Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the notes and, if required by the terms of any Indebtedness that is pari passu with the notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the notes and such Pari Passu Indebtedness that is a minimum of $2,000 or €2,000, as applicable, or an integral multiple of $1,000 or €1,000, as applicable (in each case in aggregate principal amount), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate principal amount of notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the notes and such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

If the Issuers are redeeming less than all of the Senior Dollar Notes and /or Senior Euro Notes at any time, the Trustee will select the notes of such series to be redeemed (a) if such series of notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such series of notes are listed or (b) on a pro rata basis to the extent practicable.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. If any Senior Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Senior Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Senior Note in a principal amount equal to the unredeemed portion of the original Senior Note in the name of the Holder upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Set forth below are summaries of certain covenants that will be contained in the Indenture. Beginning on the day of a Covenant Suspension Event and ending on a Reversion Date (such period a “Suspension Period”) with respect to the notes, the covenants specifically listed under the following captions in the “Description of Senior Notes” will not be applicable to the notes:

(3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; and

(7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.”

On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below or one of the clauses set forth in the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first or second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the second paragraph of “—Limitation on Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period.

For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenant under the Indenture

for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating and/or (b) the Issuers or any of their Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the notes below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

(b) dividends or distributions by a Covenant Party (other than NHF) or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than NHF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of NHF or any direct or indirect parent of NHF, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(a) Indebtedness permitted under clause (7) of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of:

(i)(A) Equity Interests of NHF, or a direct or indirect parent company of NHF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of Nielsen, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of NHF, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of NHF’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of NHF, or a direct or indirect parent company of NHF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property contributed to the capital of a Covenant Party following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) (other than by another Covenant Party or a Restricted Subsidiary and other than any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary means of:

(i) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuers in good faith or if such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of NHF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of NHF, or any direct or indirect parent company of NHF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of NHF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Restricted Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of NHF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the NHF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of NHF, in each case to members of management, directors or consultants of the Covenant Parties, any of their respective Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date; plus

(c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted Subsidiary from members of management of Nielsen, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of Nielsen or any of Nielsen’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of a Covenant Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to a Covenant Party in or from any such public Equity Offering;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.00% of Total Assets at the time made;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness (a) pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value or (b) with the proceeds of Asset Sales in an amount not to exceed the Asset Sale Prepayment Amount;

of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, foreign, state and local income taxes provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(g) amounts payable to Valcon Acquisition, B.V. by Nielsen pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such parent entity;

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(17) any Restricted Payment used to fund the redemption of Nielsen’s 7% preferred shares as in effect on the Issue Date;

(18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the Nielsen Senior Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto;

(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations; and

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets”; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

The Issuers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10), (11) or (16) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

(1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $6,000 million outstanding at any one time;

(2) the incurrence by the Issuers and any Restricted Guarantor of Indebtedness represented by (a) the notes (including any Guarantee) (other than any Additional Senior Notes) and (b) the Senior Subordinated Discount Notes (including any guarantee thereof);

(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Issue Date) of a Covenant Party or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(11)(a) Indebtedness or Disqualified Stock of an Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of NHF or any direct or indirect parent entity of NHF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other

Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2), (3) and (11)(a) above, this clause (12) and clause (13) below, or

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) above,

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Senior Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness under a Credit Facility;

(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that either

(a) is not Secured Indebtedness and is subordinated to the notes on terms no less favorable to the holders thereof than the subordination terms set forth in the indenture governing the Senior Subordinated Discount Notes as in effect on the Issue Date;

(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the notes (other than in a manner consistent with the terms of the Indenture); or

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of this covenant, or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16)(a) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not an Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (17));

(18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (18));

(19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of the second paragraph under the caption “Limitation on Restricted Payments”; and

(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding.

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuers, in their sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and

(2) at the time of incurrence, the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Indenture will provide that the Issuers will not, and will not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Restricted Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the notes or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuers or such Restricted Guarantor, as the case may be.

The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

The Covenant Parties will not, and will not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the notes or the Guarantees are equally and ratably secured.

The foregoing shall not apply to (a) Liens securing the notes and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described above under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that, with respect to Liens securing Obligations permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.75 to 1.0.

Neither Issuer nor NHF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and NHF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) such Issuer or NHF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or NHF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than such Issuer or NHF, as applicable, expressly assumes all the obligations of such Issuer under the notes or NHF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “ —Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the notes and the Registration Rights Agreement; and

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

The Successor Company will succeed to, and be substituted for such Issuer or NHF, as applicable, as the case may be, under the Indenture, the Guarantees and the notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

(1) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and

(2) an Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reorganizing such Issuer in a State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby.

Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor will, and the Covenant Parties will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

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

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

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

(2) in the case of any Restricted Guarantor other than NHF, the transaction does not violate the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

In the case of clause (1) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or an Issuer.

Notwithstanding the foregoing, solely for purposes of this covenant, the sale, transfer, conveyance or other disposal of ACN and its Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; and

(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries;

(5) transactions in which any of the Covenant Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of NHF to its direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuers in good faith; and

(14) Investments by the Investors, a Foreign Parent or any direct or indirect parent of a Foreign Parent in securities of the Covenant Parties or any of the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (a) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Subordinated Discount Notes and the related indenture;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(e) any agreement or other instrument of a Person acquired by any of the Covenant Parties or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers are necessary or advisable to effect such Receivables Facility.

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly Owned Subsidiary of a Covenant Party (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor:

(a) if the notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the notes or such Guarantor’s Guarantee; and

(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture will require NHF to file with the SEC (and make available to the Trustee and Holders of the notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that NHF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event NHF will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the Holders of the Senior Note, in each case within 15 days after the time the Issuers would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with respect to which the Issuers notify the Trustee in writing that Nielsen intends to switch the currency in which its financial statements are reported, NHF shall not be required to make available such information to prospective purchasers of notes or provide such information to the Trustee and the Holders of the notes until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties will agree that, for so long as any notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration statement or shelf registration statement.

If any direct or indirect parent company of NHF is a Guarantor of the notes, the Indenture will permit the Covenant Parties to satisfy their obligations in this covenant with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the notes;

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount of the notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Parties or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant Parties or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Issuers or any Significant Party; or

(7) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the notes.

The Indenture will provide that the Holders of a majority in aggregate principal amount of the then outstanding notes by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Senior Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such, Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Senior Note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding notes have requested the Trustee to pursue the remedy;

(3) Holders of the notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Senior Note or that would involve the Trustee in personal liability.

The Indenture will provide that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

The obligations of the Issuers and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the notes. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the notes and have the Issuers’ and each Guarantor’s Obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of notes to receive payments in respect of the principal of, premium, if any, and interest on the notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuers’ obligations with respect to notes concerning issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, in the case of the Senior Dollar Notes, cash in U.S. dollars, Government Securities, or a combination thereof, and in the case of the Senior Euro Notes, Euro or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in each case in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such notes and the Issuers must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Subordinated Notes or the indenture pursuant to which the Senior Subordinated Notes were issued or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound;

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of an Issuer or any Restricted Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

The Indenture will be discharged and will cease to be of further effect as to all notes, when either:

(1) all notes theretofore authenticated and delivered, except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (a) all notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the notes, in the case of the Senior Dollar Notes, cash in U.S. dollars, Government Securities, or a combination thereof, and in the case of the Senior Euro Notes, Euro or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in each case in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes shall have occurred and be continuing on the date of such

deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Subordinated Notes or any other material agreement or instrument governing Indebtedness (other than the Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for notes, and any existing Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes, other than notes beneficially owned by an Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes).

The Indenture will provide that, without the consent of each affected Holder of notes, an amendment or waiver may not, with respect to any notes held by a non-consenting Holder:

(1) reduce the principal amount of such notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any such Senior Note or alter or waive the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Senior Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the notes, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the notes;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(9) make any change to the ranking of the notes that would adversely affect the Holders; or

(10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the notes.

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or notes without the consent of any Holder;

(2) to provide for uncertificated notes of such series in addition to or in place of certificated notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of an Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(11) to conform the text of the Indenture, Guarantees or the notes to any provision of this “Description of Senior Notes” to the extent that such provision in this “Description of Senior Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or notes; or

(12) making any amendment to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first class mail, postage prepaid, will be deemed given five calendar days after mailing.

The Indenture will contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of an Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture will provide that the Holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under

no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

The Euro is the sole currency of account and payment for all sums payable by the Issuers under or in connection with the Senior Euro Notes including damages. Any amount received or recovered in a currency other than Euro, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuers or otherwise, by any Holder of a Senior Euro Note or by the Trustee in respect of any sum expressed to be due to it from the Issuers will only constitute a discharge of the Issuers to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered that other ordinary currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If that Euro amount is less than the Euro amount expressed to be due to the recipient under any Senior Euro Note or the Trustee, the Issuers will indemnify them against any loss sustained by such recipient as a result. In any event, the Issuers will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be sufficient for the Holder or the Trustee to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Euro been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Issuers’ other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any Holder or the Trustee and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect to any sum due under any Senior Euro Note or to the Trustee.

Except as otherwise specifically set forth herein, for purposes of determining compliance with any Euro-denominated restriction herein, the Euro-equivalent amount for purposes hereof that is denominated in a non-Euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-Euro amount is incurred or made, as the case may be.

In relation to any legal action or proceedings arising out of or in connection with the Indenture and the notes, each of the Guarantors that is not a U.S. Person will in the Indenture irrevocably submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York, County and State of New York, United States of America.

The Indenture, the notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with the Covenant Parties and the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

(1) with respect to any Senior Dollar Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Senior Dollar Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Senior Dollar Note at August 1, 2010 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (B) all required interest payments due on such Senior Dollar Note through August 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Senior Dollar Note; and

(2) with respect to any Senior Euro Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Senior Euro Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Senior Euro Note at August 1, 2010 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (B) all required interest payments due on such Senior Euro Note through August 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Bund Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Senior Euro Note.

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Covenant Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and

(m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture.

(1) at any time after the Issue Date and prior to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million of Indebtedness under Credit Facilities and $100.0 million aggregate principal amount of notes with the Net Proceeds of Asset Sales, $0;

(2) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million (but less than $650.0 million) of Indebtedness under Credit Facilities and $100.0 million (but less than $200.0 million) aggregate principal amount of notes with the Net Proceeds of Asset Sales, $50.0 million less the amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to this clause (2);

(3) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $650.0 million of Indebtedness under Credit Facilities and $200.0 million aggregate

principal amount of notes with the Net Proceeds of Asset Sales, $100.0 million less, without duplication, the amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to clause (2) above and/or this clause (3).

“Bund Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2010; provided, however, that if the period from the Redemption Date to August 1, 2010 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of German adjusted to a constant maturity of one year will be used.

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries that are Covenants Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

(2)(a) Euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA—(or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of an Issuer.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Issuers and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest and any “additional interest” with respect to the notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(3) Restricted Payments made by such Person of the type permitted to be made by clause (15)(f) of the second paragraph of the provisions described above under “Certain Covenants—Limitation on Restricted Payments”; less

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in

each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date that is secured by Liens less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio Calculation Date”), then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect thereto for such

period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Secured Debt Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); and (2) all adjustments of the nature used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

“Covenant Parties” means each of NHF, VNU International, B.V., and the Issuers.

“Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of an Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuers, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain Covenants—Limitation on Restricted Payments” covenant.

“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount has been deducted in the calculation of Consolidated Net Income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the notes and the Senior Subordinated Discount Notes and the Credit Facilities, (ii) any amendment or other modification of the notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any Additional Interest and any “additional interest” with respect to the

Senior Subordinated Discount Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and excess pension charges; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain Covenants—Transactions with Affiliates”; plus

(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of an Issuer or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of an Issuer or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments”;

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) solely for the purpose of calculating EBITDA on a cumulative basis for purposes of clause (3)(a) of the first paragraph under the heading “Certain Covenants—Limitation on Restricted Payments” the amount of cost savings set forth in the adjustments used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus; and

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of a NHF or of a direct or indirect parent of a NHF (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

“Euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant Party from,

(2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of NHF or any direct or indirect parent of NHF,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments.”

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period.

“Foreign Parent” means The Nielsen Company B.V., VNU Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of The Nielsen Company B.V.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Indenture.

“Guarantor” means, each Person that Guarantees the notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Senior Note is registered on the registrar’s books.

“Holdings Debt” means Indebtedness of Nielsen outstanding on the Issue Date (after giving pro forma effect to the Transactions) as reflected in Nielsen’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a Foreign Parent) having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means, with respect to the Senior Dollar Notes Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated and ING Bank N.V. and with respect to the Senior Euro Notes, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, J.P. Morgan Securities Ltd., ABN AMRO Incorporated and ING Bank N.V.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of any Covenant Party;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers.

“Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Issue Date” means August 9, 2006, the date on which the notes were originally issued.

“Issuers” has the meaning set forth in the first paragraph under “General.”

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by a Covenant Party or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Nielsen Senior Discount Notes” means the 11¹ /8% Senior Discount Notes due 2016 issued by Nielsen on the Issue Date.

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuers.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuers, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent Intercompany Debt” means the intercompany loan of Nielsen to NHF, as in effect on the Issue Date after giving effect to the Transactions.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of Nielsen or its direct or indirect parent organizations on the Issue Date and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Nielsen or any of its direct or indirect parent companies.

(3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (9) of the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants—Limitations on Restricted Payments”;

(10) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in causes (2), (5) and (9) of such paragraph);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuers or any direct or indirect parent company thereof; and

(17) Investments in joint ventures in an aggregate amount not to exceed $25.0 million outstanding at any one time, in the aggregate.

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (11)(b), (17) or (18) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (18) are solely on acquired property or assets of the acquired entity, as the case may be;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

(16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under the Indenture and that is secured by such cash or Cash Equivalents.

“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign Subsidiary) that is not an Issuer or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above).

(1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities or notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

(3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

(a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

“Senior Subordinated Discount Notes” means the Issuers’ 12¹/2% Senior Subordinated Discount Notes due 2016 issued on the Issue Date.

“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreements” means the advisory agreements between each of ACN Holdings, Inc. and The Nielsen Company (US), Inc. and Valcon, in each case as in effect on the date hereof and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the holders of the notes.

“Sterling Notes” means the £250 million 5.63% Senior Notes due 2010 of The Nielsen Company B.V.

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the notes.

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

“Transactions” means the transactions described under “Prospectus Summary—The Transactions.”

“Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Foreign Parent outstanding on the Issue Date or made for the purpose of consummating the Transactions.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2010; provided, however, that if the period from the Redemption Date to August 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

(2) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as provided below); and

The Issuers may designate any Subsidiary of a Covenant Party (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party;

(2) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary.

The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted Subsidiaries would be less than such ratio immediately prior to such designation,

Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuers or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

The Issuers issued the old notes, and will issue the exchange notes, under an indenture dated August 9, 2006 (the “Indenture”) among the Issuers, the Guarantors and Law Debenture Trust Company of New York, as trustee (the “Trustee”). Except as set forth herein, the terms of the exchange notes will be substantially identical and include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The Guarantors, as primary obligors and not merely as sureties, will initially jointly and severally irrevocably and unconditionally guarantee, on an unsecured senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture, the old notes and the exchange notes, whether for payment of principal (including any accretion) of or interest on or Additional Interest in respect of the notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

The Foreign Parents and Restricted Subsidiaries that guarantee the Senior Credit Facilities will initially guarantee the notes. Each of the Guarantees of the notes will be a general unsecured obligation of each Guarantor, will be subordinated in right of payment to all existing and future Senior Indebtedness of each such entity and will be effectively subordinated to all secured Indebtedness of each such entity. The notes will be structurally subordinated to Indebtedness of Restricted Subsidiaries of the Covenant Parties that do not Guarantee the notes.

Not all of the Restricted Subsidiaries will Guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to a Guarantor. None of (a) the Foreign Subsidiaries of Domestic Subsidiaries, (b) non-Wholly

Owned Subsidiaries of the Covenant Parties or any Receivables Subsidiary and (c) certain other Foreign Subsidiaries not required to guarantee the Senior Credit Facilities will guarantee the notes. The non-guarantor Subsidiaries, accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million or 42% of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

The obligations of each Guarantor under its Guarantees will be limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(c) the proper designation of any Restricted Subsidiary that is a Guarantor (other than NHF) as an Unrestricted Subsidiary; or

The payment of the principal (including any accretion) of, premium, if any, and interest on the notes and the payment of any Guarantee will be subordinate in right of payment to the prior payment in cash in full of all Senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities and the Senior Notes.

The notes will be subordinated in right of payment to all of the existing and future Senior Indebtedness of each Issuer and each Guarantor and effectively subordinated to all of the existing and future Secured Indebtedness of each Issuer and each Guarantor to the extent of the value of the assets securing such

Indebtedness. As of March 31, 2007, the Issuers and the Guarantors had $6,020 million of Senior Indebtedness (of which $4,883 million was secured Indebtedness under the Senior Credit Facilities). In addition, as of March 31, 2007, the non-Guarantor Subsidiaries had $1,018 million of liabilities that were structurally senior to the notes.

The Issuers will maintain one or more paying agents for the notes in the Borough of Manhattan, City of New York. The initial paying agent for the notes will be Deutsche Bank Trust Company Americas.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York. If the Issuers fail to appoint a registrar the Trustee will act as such. The registrar will maintain a register reflecting ownership of the notes outstanding from time to time and will make payments on and facilitate transfer of notes on behalf of the Issuers.

Only Indebtedness of the Issuers or a Guarantor that is Senior Indebtedness will rank senior to the notes and the Guarantees in accordance with the provisions of the Indenture. The notes and Guarantees will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Guarantor, respectively.

We will agree in the Indenture that the Issuers and the Guarantors will not incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture will not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Neither the Issuers nor any Guarantor is permitted to pay principal (including any accretion) of, premium, if any, or interest on the notes (or pay any other obligations relating to the notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge” below and may not purchase, redeem or otherwise retire any notes (collectively, “pay the notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(1) any Obligation on any Designated Senior Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

(2) any other default on Designated Senior Indebtedness of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the notes if the Issuers and the Trustee receive written notice approving such

payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers are not permitted to pay the notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice;

(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Issuers and related Guarantors are permitted to resume paying the notes after the end of such Payment Blockage Period. The notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods on the notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice unless such default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

In connection with the notes, in the event of any payment or distribution of the assets of the Issuers upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuers or their property:

(1) the holders of Senior Indebtedness of the Issuers will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the notes are entitled to receive any payment;

(2) until the Senior Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders of the notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of notes may receive Permitted Junior Securities; and

(3) if a distribution is made to Holders of the notes that, due to the subordination provisions, should not have been made to them, such Holders of the notes are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Issuers to pay cash interest or principal (including any accretion) with respect to the notes when due by their terms. If payment of the notes is accelerated because of an Event of Default, the Issuers must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of the Issuers is outstanding, neither the Issuers nor any Guarantor may pay the notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the notes only if the Indenture otherwise permits payment at that time.

Each Guarantor’s obligations under its Guarantee are senior subordinated obligations of that Guarantor. As such, the rights of Holders to receive payment pursuant to such Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Issuers’ obligations under the notes apply equally to the obligations of such Guarantor under its Guarantee.

A Holder by its acceptance of notes agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose.

By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of an Issuer or a Guarantor who are holders of Senior Indebtedness of such Issuer or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the notes, and creditors who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the notes.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of government securities held in trust by the Trustee for the payment of principal (including any accretion) of and interest on the notes pursuant to the provisions described under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge,” if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions.

A Holder may transfer or exchange notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Senior Subordinated Discount Note selected for redemption. Also, the Issuers are not required to transfer or exchange any Senior Subordinated Discount Note for a period of 15 days before a selection of notes to be redeemed.

The Issuers will issue up to $1,070,000,000 in an aggregate principal amount at maturity of notes in this exchange offer. The notes will mature on August 1, 2016. The notes will be issued at a significant discount from their principal amount at maturity. The notes had an initial Accreted Value of $546.86 per $1,000 principal amount at maturity to generate aggregate gross proceeds of approximately $585 million. The Accreted Value of each note will increase from the date of issuance until August 1, 2011, at a rate of 12¹/ 2% per annum, compounded semiannually using a 360-day year comprised of twelve 30-day months, such that the accreted value will equal the principal amount at maturity on such date. Subject to compliance with the covenant

described below under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional notes from time to time after this offering under the Indenture (“Additional Senior Subordinated Discount Notes”). The notes offered by the Issuers and any Additional Senior Subordinated Discount Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Senior Subordinated Discount Notes” for all purposes of the Indenture and this “Description of Senior Subordinated Discount Notes” include any Additional Senior Subordinated Discount Notes that are actually issued.

No cash interest will accrue on the notes prior to August 1, 2011 although for U.S. federal income tax purposes a significant amount of original issue discount, taxable as ordinary income, will be recognized by a Holder as such discount accretes. See “Material United States Federal Tax Considerations” for a discussion regarding the taxation of such original issue discount. Cash interest will accrue on the notes at the rate per annum shown on the front cover of this prospectus from August 1, 2011, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the January 15 or July 15 immediately preceding the interest payment date, on February 1 and August 1 of each year, commencing February 1, 2012.

Additional Interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or ether amount payable on or with respect to the notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal (including any accretion) of, premium, if any, and interest on the notes will be payable at the office or agency of the Issuers maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal (including any accretion), premium, if any, and interest with respect to the notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York will be the office of the Trustee maintained for such purpose.

Except as set forth below, the Issuers will not be entitled to redeem the notes at its option prior to August 1, 2011.

At any time prior to August 1, 2011 the Issuers may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder, at a redemption price equal to 100% of the Accreted Value of notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after August 1, 2011 the Issuers may redeem the notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices

(expressed as percentages of principal amount at maturity of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on August 1 of each of the years indicated below:

In addition, until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount at maturity of notes issued by it at a redemption price equal to 112.500% of the aggregate Accreted Value thereof, plus, without duplication, accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Nielsen, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount at maturity of notes originally issued under the Indenture and any Additional Senior Subordinated Discount Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale.

The Trustee shall select the notes to be purchased in the manner described under “Repurchase at the Option of Holders—Selection and Notice.”

The notes provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding notes as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate Accreted Value thereof plus, without duplication, accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Senior Subordinated Discount Note not properly tendered will remain outstanding and continue to accrete or accrue interest, as the case may be;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrete or accrue interest on the Change of Control Payment Date, as the case may be;

(6) that Holders will be entitled to withdraw their tendered notes and their election to require the Issuers to purchase such notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount at maturity of notes tendered for purchase, and a statement that such Holder is withdrawing its tendered notes and its election to have such notes purchased;

(7) that if the Issuers are redeeming less than all of the notes, the Holders of the remaining notes will be issued new notes and such new notes will be equal in principal amount at maturity to the unpurchased portion of the notes surrendered. The unpurchased portion of the notes must be equal to a minimum of $2,000, or an integral multiple of $1,000, in each case in principal amount at maturity; and

(8) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered, and

The Senior Credit Facilities and Senior Notes will prohibit or limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuers are prohibited from purchasing the notes, the Issuers could seek the consent of their lenders and the holders of the Senior Notes to permit the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, the Issuers will remain prohibited from purchasing the notes. In such case, the Issuers’ failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of notes under certain circumstances. The Senior Credit Facilities will provide that certain change of control events with respect to the Issuers would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we

could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable and cause a Receivables Facility to be wound-down.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount at maturity of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

The Indenture will provide that the Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(a) Obligations under the Senior Indebtedness of an Issuer or a Restricted Guarantor, and to correspondingly reduce commitments with respect thereto;

(b) Obligations under (i) notes (to the extent such purchases are at or above 100% of the Accreted Value thereof) or (ii) any other Senior Subordinated Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the Accreted Value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of notes to purchase their notes at 100% of the Accreted Value thereof, plus, in the case of each of clauses (i) and (ii), without duplication, the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid, or

(c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary; or

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied

in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under the Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the notes and, if required by the terms of any Senior Subordinated Indebtedness, to the holders of such Senior Subordinated Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate Accreted Value or principal amount, as applicable, of the notes and such Senior Subordinated Indebtedness that is a minimum of $2,000, or an integral multiple of $1,000 (in each case in aggregate principal amount at maturity), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value or principal amount thereof, as applicable, plus, without duplication, accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate Accreted Value or principal amount, as applicable, of notes and such Senior Subordinated Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate Accreted Value or principal amount, as applicable, of notes and the Senior Subordinated Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such Senior Subordinated Indebtedness to be purchased on a pro rata basis based on the Accreted Value or principal amount, as applicable, of the notes and such Senior Subordinated Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Credit Facilities and Senior Notes limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any notes pursuant to this Asset Sales covenant. In the event the Issuers are prohibited from purchasing the notes, the Issuers could seek the consent of their lenders and the holders of the Senior Notes to the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, they will remain prohibited from purchasing the notes. In such case, the Issuers’ failure to purchase tendered notes would constitute an Event of Default under the Indenture. If,

as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the notes under certain circumstances.

If the Issuers are redeeming less than all of the notes at any time, the Trustee will select the notes to be redeemed (a) if such notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such notes are listed or (b) on a pro rata basis to the extent practicable.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. If any Senior Subordinated Discount Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Senior Subordinated Discount Note shall state the portion of the principal amount at maturity thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Senior Subordinated Discount Note in a principal amount at maturity equal to the unredeemed portion of the original Senior Subordinated Discount Note in the name of the Holder upon cancellation of the original Senior Subordinated Discount Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the Accreted Value ceases to increase and cash interest ceases to accrue, as the case may be, on notes or portions of them called for redemption.

Set forth below are summaries of certain covenants that will be contained in the Indenture. During each Suspension Period with respect to the notes, the covenants specifically listed under the following captions in the “Description of Senior Subordinated Discount Notes” will not be applicable to the notes:

(3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”; and

Issuance of Disqualified Stock and Preferred Stock,” such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the second paragraph of “—Limitation on Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period.

For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

In addition, during any period of time that: (i) the notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries will not be subject to the covenant described under “Repurchase at the Option of Holders—Change of Control” (the “Suspended Covenant”). In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenant under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating and/or (b) the Issuers or any of their Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the notes below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(a) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of NHF or any direct or indirect parent of NHF, including in connection with any merger or consolidation;

Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(a) Indebtedness permitted under clause (7) of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of NHF, or a direct or indirect parent company of NHF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of NHF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of NHF, or any direct or indirect parent company of NHF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior

to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of NHF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of NHF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date; plus

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.00% of Total Assets at the time made;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(g) amounts payable to Valcon Acquisition, B.V. by Nielsen pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such parent entity;

(17) any Restricted Payment used to fund the redemption of Nielsen’s 7% preferred shares as in effect on the Issue Date;

(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations; and

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets”; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries, except for NetRatings, Inc. and BuzzMetrics, Inc., each of which will initially be designated an Unrestricted Subsidiary. The Issuers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10), (11) or (16) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

(2) the incurrence by the Issuers and any Restricted Guarantor of Indebtedness represented by (a) the notes (including any Guarantee) (other than any Additional Senior Subordinated Discount Notes) and (b) the Senior Notes (including any guarantee thereof);

(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of NHF or any direct or indirect parent entity of NHF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) above, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of any Senior Indebtedness;

(a) is not Secured Indebtedness and is Senior Subordinated Indebtedness or Subordinated Indebtedness with terms no less favorable to the holders thereof than the subordination terms set forth in the Indenture as in effect on the Issue Date;

(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the notes (other than in a manner consistent with the terms of the Indenture); or

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of this covenant, or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (18));

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuers, in their sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The Covenant Parties will not, and will not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the notes or any related Guarantee, on any asset or

property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the notes and the related Guarantees and (b) Liens securing Senior Indebtedness of an Issuer or any Restricted Guarantor.

(2 ) the Successor Company, if other than such Issuer or NHF, as applicable, expressly assumes all the obligations of such Issuer under the notes or NHF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction;

(1) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and

(2) in the case of any Restricted Guarantor other than NHF, the transaction does not violate the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Permitted Investments;

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith;

(1)(a) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Notes and the related indenture;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers are necessary or advisable to effect such Receivables Facility.

(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

(1) equal in right of payment with the notes or such Restricted Guarantor’s Guarantee of the notes, as the case may be; or

(2) expressly subordinated in right of payment to the notes or such Restricted Guarantor’s Guarantee of the notes, as the case may be.

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that NHF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event NHF will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the Holders of the Senior Subordinated Discount Note, in each case within 15 days after the time the Issuers would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with respect to which the Issuers notify the Trustee in writing that Nielsen intends to switch the currency in which its financial statements are reported, NHF shall not be required to make available such information to prospective purchasers of notes or provide such information to the Trustee and the Holders of the notes until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties will agree that, for so long as any notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal (or Accreted Value) of, or premium, if any, on the notes (whether or not prohibited by the subordination provisions of the Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the notes (whether or not prohibited by the subordination provisions of the Indenture);

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount at maturity of the notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the notes;

(6) certain events of bankruptcy or insolvency with respect to the Issuers or any Significant Party; or

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount at maturity of the then total outstanding notes may declare the principal (or Accreted Value), premium, if any, (without duplication) interest

and any other monetary obligations on all the then outstanding notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal (or Accreted Value) and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal (or Accreted Value), premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the notes.

The Indenture will provide that the Holders of a majority in aggregate principal amount at maturity of the then outstanding notes by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal (or Accreted Value) of any Senior Subordinated Discount Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such, Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal (or Accreted Value), premium (if any) or interest when due, no Holder of a Senior Subordinated Discount Note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount at maturity of the total outstanding notes have requested the Trustee to pursue the remedy;

(3) Holders of the notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount at maturity of the total outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.

The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Senior Subordinated Discount Note or that would involve the Trustee in personal liability.

(1) the rights of Holders of notes to receive payments in respect of the principal (or Accreted Value) of, premium, if any, and interest on the notes when such payments are due solely out of the trust created pursuant to the Indenture;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of, premium, if any, and, without duplication, interest due on the notes on the stated maturity date or on the redemption date, as the case may be, of such Accreted Value, premium, if any, or interest on such notes and the Issuers must specify whether such notes are being defeased to maturity or to a particular redemption date;

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Notes or the indenture pursuant to which the Senior Notes were issued or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound;

The Indenture will be discharged and will cease to be of further effect as to all notes, when either:

Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the notes not theretofore delivered to the Trustee for cancellation for principal (or Accreted Value), premium, if any, and, without duplication, accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Notes or any other material agreement or instrument governing Indebtedness (other than the Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount at maturity of the notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for notes, and any existing Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding notes, other than notes beneficially owned by an Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes).

The Indenture will provide that, without the consent of each affected Holder of notes, an amendment or waiver may not, with respect to any notes held by a non-consenting Holder:

(1) reduce the Accreted Value of such notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed final maturity of any such Senior Subordinated Discount Note or alter or waive the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Senior Subordinated Discount Note;

(4) waive a Default in the payment of principal (or Accreted Value) of or premium, if any, or (without duplication) interest on the notes, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount at maturity of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Senior Subordinated Discount Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal (or Accreted Value) of or premium, if any, or, without duplication, interest on the notes;

(8) impair the right of any Holder to receive payment of principal (or Accreted Value) of, or interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(9) make any change in the subordination provisions thereof that would adversely affect the Holders;

(11) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the notes.