MAY 2014

NIELSEN INVESTOR OVERVIEW

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FORWARD LOOKING STATEMENTS

The following discussion contains forward-looking statements, including those about Nielsen’s outlook and prospects, in the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those which are not historical facts. These and other statements that relate to future results and events are based on Nielsen’s current expectations as of May 16, 2014.

Our actual results in future periods may differ materially from those currently expected because of a number of risks and uncertainties. The risks and uncertainties that we believe are material are outlined in our disclosure filings and materials, which you can find on http://nielsen.com/investors. Please consult these documents for a more complete understanding of these risks and uncertainties. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Our outlook is provided for the purpose of providing information about current expectations for 2014. This information may not be appropriate for other purposes.

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

BuyWatch

NIELSEN AT A GLANCE

40% 60%

2013 Revenue

$5.7B 2013 Free Cash Flow

$573M

2013 Adjusted EBITDA Margin

28.4%

Dividend Yield

2.2% Market Cap

$17.6B Private Equity Ownership

25%

Measurement and analytics for content, advertising, and activity

for TV, digital, social and audio

Measurement of sales, market share and analytics for consumer goods

2013 Revenue

$2.3B Adjusted EBITDA Margin

43% 2013 Revenue

$3.4B Adjusted EBITDA Margin

19%

*Market Cap and Dividend Yield are reported as of 5/16/14

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NIELSEN’S BUSINESS STRATEGY & OBJECTIVES

BUY

WATCH

Expand coverage of consumer purchase behavior globally

Measure more ways that consumers spend time with media

BUY + WATCH

Understand how media consumption relates to purchase behavior

OUR VALUES

OPEN

SIMPLE

INTEGRATED

OUR BRAND

QUALITY

INTEGRITY

NEUTRALITY

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SOLID BUSINESS MODEL DRIVES COMPELLING RESULTS

Well positioned to deliver consistent results

(1) Based on constant currency growth

• 5% revenue CAGR from ‘08 to ’13

• 30 quarters of consecutive growth

• Investing in key growth opportunities

• More than 400bps of margin expansion ‘08 to‘13

• Significant market/product reinvestment

• Sustainable operating efficiencies

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

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

• Capital return through Dividend…~40% Payout ratio • $500M stock buy-back program announced

ADJ. NET INCOME GROWTH

CAPITAL EFFICIENCY

CONSISTENT REVENUE GROWTH

OPERATING LEVERAGE

FRAMEWORK RESULTS

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LEADERSHIP POSITIONS

AUDIENCE MEASUREMENT – AUDIO

RETAIL MEASUREMENT

AUDIENCE MEASUREMENT – VIDEO

AUDIENCE MEASUREMENT – SOCIAL

MARKETING EFFECTIVENESS

NEW PRODUCT INNOVATION

INFORMATION

INSIGHTS

Only scale player with broad capabilities and global footprint

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OUR GROWING GLOBAL FOOTPRINT

Nielsen presence

Our focus is relentless on our pursuit to provide clients with the most complete understanding of what consumers buy and watch in 104 countries…

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

U.S. & Canada 56%

Western Europe 17%

Asia <15%

LatAm, Africa, <15%

Middle East, Eastern Europe

No single currency is >3%, excluding USD, CAD, EUR & GBP

2013PF REVENUE DISTRIBUTION

Nielsen presence

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LONG-TERM, BEST-IN-CLASS CLIENT BASE

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

• 20,000+ clients

• Relationships with top 10 clients for over 30 years

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

• No client represents more than 4% of 2013 revenues

BUY WATCH HIGHLIGHTS

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KEEPING PACE WITH THE CHANGING LANDSCAPE

Nielsen Twitter TV

Ratings

• Measuring audience reach by age and gender of content viewed online, with additional content types and devices to be supported in future releases

• Leverages same measurement methodology used in Nielsen Online Campaign Ratings

• Live Q1 2014

• able STB or Satellite receiver and/or with a broadband connection.” • Live Q4 2013

Digital Program Ratings

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

the real-time metrics required to understand TV audience social activity • Live Q4 2013

Mobile Measurement

• Connects what viewers watch and buy, by linking proprietary local television viewing data with consumer transactions and auto registrations

• Extends into 40+ buyer categories, including automotive, retail shopping, quick-service restaurants, and grocery stores

• Live Q1 2014

Local Buyer Reach

• Expanding our TV ratings to include mobile devices • Viewing of TV programming content consumed on tablets or smartphones will

be ‘credited’ to the existing TV ratings • Live Fall 2014

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WHY INVEST IN NIELSEN?

Focus on delivering value to clients and shareholders

Comprehensive understanding of what consumers buy and watch

Global leader in our segments with market presence in 104 countries

“Mission critical” measurement and analytics embedded in client workflows

Syndicated, scalable products and services

Strategic investments to drive continued and future growth opportunities

Proven track record of growth and economic resilience

Accelerated earnings growth through deleveraging

Balanced approach to capital allocation

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WHAT CONSUMERS BUY Broad, unparalleled reach of consumers worldwide

2B electronic

records collected weekly

1.7M+ store

visits monthly

25M+ characteristics

collected for 30M products

3M store level data files annually

16M consumer surveys

per year

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BUY: PROVIDING INFORMATION AND INSIGHTS Total 2013 Revenue: $3.4B

Our measurement and analytics are embedded

in the operating disciplines of our clients, helping to

drive their growth

Marketing C-Suite Supply Chain

Research Sales Investor and Media

Relations

2013 Revenue: $2.6B

Retail sales measurement and market share information

• Presence in 104 countries

• Measure billions of monthly point-of-sale transactions

• Store level data from nearly 2 million stores, supplemented from proprietary household level data from 240K households

2013 Revenue: $758M

Advanced analytical capabilities and solutions

• Demand strategy

• Help clients “see around corners”

• Product innovation

• Pricing and promotion

• Marketing ROI

INFORMATION INSIGHTS

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BUY: HELPING CLIENTS MAKE KEY BUSINESS DECISIONS

• Retail sales measurement and market share information

• Billions of retail transactions covered

• Provides metrics for sales, package, market share and distribution

• 250,000 household panelists across 27 countries

• Provides metrics around consumer behavior – penetration, buying rate, frequency – and segmentation

• Advanced capabilities and solutions helping clients assess marketing ROI

• New product innovation

• Pricing & promotion

• Shelf placement & product assortment

• Concept & product testing

INFORMATION INSIGHTS

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DEVELOPING MARKETS

GROWTH OF MIDDLE CLASS DEVELOPING MARKETS REVENUE

3.7B

7.0B

8.3B

2006 2013

BIGGEST INCREASE EVER ACCELERATION WITH LOCALS

$0.6B

$1.2B

$0.4B

LOCALS

$0.8B

GLOBAL

MNCs

11% CAGR

10-30% Growth

Source: OECD; CAGR represented in constant currency

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NIELSEN IN DEVELOPING MARKETS

TREND EARLY STAGE LATE STAGE

INVESTMENT $$$ $

COVERAGE NATIONAL HYPER-LOCAL, GRANULAR

LOCAL CLIENTELE <50% >50%

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

LOW 30’S (i.e., Brazil)

Predictable, attractive long-term investment

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WHAT CONSUMERS WATCH Measuring consumption across screens

6K+ TV stations monitored

1B+ web ads tracked

daily

1.6T+ web impressions

collected annually

6M+ television programs

measured

7+M mobile phones

on which activity is monitored

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WATCH: MEASURING CONSUMPTION ACROSS SCREENS Total 2013 Revenue: $2.3B

Our measurement and analytics are embedded

in the operating disciplines of our clients, helping to

drive their growth

Media Executives

Programmers Media Sales

Agencies and

Advertisers

Marketing Investor and Media

Relations

Global television audience measurement

• “Currency” in US television advertising

• International television measurement

• Television audience measurement in 35 countries

• Proprietary data methods

• Innovation around viewer behavior and fragmentation

Digital measurement, audience analytics and consumer research

• Online Campaign Ratings

• Digital Program Ratings

• Mobile measurement

• Leader in social media measurement

• Strategic relationships (Facebook, Twitter, Experian)

TELEVISION DIGITAL

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Radio to add ~2 hours of additional measurement

NIELSEN AUDIO Expanded measurement of global consumers

COST SYNERGIES

• Corporate Overhead

• Real estate and procurement

• Operations

• Platform consolidation

STRATEGY • Transition all measurement to

Nielsen platforms

• Eliminate duplicate functions and layers

• Cultivate the best talent

INVESTMENTS

• Quality Enhancements

• Digital Audio (Streaming) Audience Measurement

• Audio Sales Effect - ROI

• Global expansion

$45MM NET BENEFIT

UNDISPUTED LEADER IN

AUDIO ENCODING TECH + FOOTPRINT + TALENT

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WATCH: TRENDS SHAPING WHAT CONSUMERS WATCH

ONLINE CAMPAIGN & DIGITAL PROGRAM RATINGS

TABLET & SMARTPHONE MEASUREMENT

DIGITAL AUDIO MEASUREMENT

Audience measurement standards for video, audio,

text

FRAGMENTATION

BUYER INSIGHTS

TWITTER TV RATINGS

NIELSEN CATALINA SOLUTIONS

MARKETING MIX

MARKETING SPEND ROI Advertising effectiveness, audience engagement and

impact metrics

GLOBAL EXPANSION OF TV RATINGS, AUDIO, ONLINE

CAMPAIGN RATINGS, BRANDEFFECT

GLOBAL World class currency quality measurement for video &

audio

TREND CLIENT NEED NIELSEN’S ANSWER

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NIELSEN ONLINE CAMPAIGN RATINGS

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

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

ROI across platforms

Directly measures demographics from Facebook’s 150mm+ person registry, surpassing other methods of reporting campaign audience

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

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

Delivers results overnight WITH demographics

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

Q4’10 • Nielsen/Facebook announcement

Q3’11 • OCR launch… MRC accreditation

Q4’11 • 100 campaigns

Q1’12 • Unilever, Group M announcements

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

Q3’12 • XCR beta period

Q4’12 • XCR launches… TV & Digital

Q1’13 • ABC cross-platform guarantees

Q2’13 • OCR international expansion • Digital Program Ratings

Q3’13 • First testing of mobile OCR complete

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

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

KEY MILESTONES

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THE DIGITAL OPPORTUNITY

$83B

AD SPEND MEASUREMENT SPEND

U.S. INDUSTRY OUTLOOK

$15B

~2%

$18B

<1%

~$300M opportunity

~$200M opportunity

2017 Digital Video (incl. Mobile) Spend 2017 Digital Display Spend 2013-2017 CAGR: 25% 2013-2017 CAGR: 11%

2%

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

AD SPEND MEASUREMENT SPEND

AD SPEND MEASUREMENT SPEND

Industry significantly benefits from a single currency

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POISED TO CAPITALIZE ON SIGNIFICANT GROWTH OPPORTUNITIES

GLOBAL

TV

PC

Over the Top Device

Smartphone

Tablet

OVERNIGHT TO REAL

TIME

REACH RESONANCE REACTION SOCIAL

MARKETS….BIG & GETTING BIGGER

PRODUCTS…ROBUST & REAL MOMENTUM

Industry alignment (buyers and sellers) drive pace

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

BUY WATCH

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HELPING CLIENTS ASSESS MARKETING ROI

Who Did the Program or Ad Reach?

Reach and frequency (GRP), demographics

• Overnight GRPs for TV and digital

REACH

Did It Change Attitudes

Brand recall, likeability, purchase intent

RESONANCE

Did It Change Behavior?

Buy + Watch ROI solutions for marketers

• Correlates media exposure with

actual CPG purchase behavior

• Correlates media exposure with actual CPG purchase behavior

REACTION

NIELSEN ONLINE CAMPAIGN RATINGS

NIELSEN BRAND EFFECT NIELSEN CATALINA VENTURES

Nielsen’s TV and digital media exposure data

Catalina’s 55M household daily loyalty card data

+

NIELSEN BUYER INSIGHTS

Nielsen’s TV and digital media exposure data

80% of all credit and debit card purchases in the U.S.

+ Nielsen’s demographics and TV ratings

Twitter’s feed and reach data +

NIELSEN TWITTER TV RATINGS

• Evaluates overall performance of

advertising campaign against a

relevant metric

• Recommendations on what ads to

run, where and how often

• Unique daily social TV rating

• Reach of tweets about TV

programs and advertising

• First “currency quality” digital measurement solution

• Overnight audience ratings by demo, consistent with TV

Nielsen’s cross

platform homes panel data

Facebook’s user registration database

+

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ADVERTISER SOLUTIONS…IMPROVING MARKETING EFFECTIVENESS

10-20% GROWER

DRIVES REVENUE OPPORTUNITY

• Automotive

• CPG

• Media

• QSR

• Travel & Leisure

• Retail

• Financial Svcs.

• Technology

• Telecom

• Entertainment

VERTICAL/MEDIA EXPANSION

TV Audio Digital

Linking audience assets to new verticals

FINANCIALS

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$557 $589 $648 $685 $676 $660

$586$676

$709$792 $856

$989

0

500

1000

1500

2000

2008 2009 2010 2011 2012 2013

ANNUAL PERFORMANCE BY SEGMENT

(1) The representation by segment does not include Corporate, which contributes to the full view of total Adjusted EBITDA for the Company .

Note: Revenue and Adjusted EBITDA growth rates derived on a constant currency basis; Figures are as reported

REVENUE ($ BILLIONS)

ADJUSTED EBITDA & MARGIN(1) ($ BILLIONS)

$3.0$2.8

$3.0$3.3 $3.3 $3.4

$1.6 $1.8$1.9

$2.0 $2.1$2.3

0

1000

2000

3000

4000

5000

6000

2008 2009 2010 2011 2012 2013

Buy Watch

$4.6 $4.6

$5.3

ADJUSTED EBITDA

MARGIN

23.9% 26.6% 26.8% 27.2% 27.8% 28.4%

$5.4

CAGR 5.5%

CAGR 8.9% $5.7

$4.9

$1.2 $1.3

$1.5

$1.1

$1.5 $1.6

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STEADY SEGMENT REVENUE GROWTH

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

BUY SEGMENT ($ BILLIONS)

WATCH SEGMENT ($ BILLIONS)

$2.9$2.8

$3.0

$3.3 $3.3 $3.4

500

1000

1500

2000

2500

3000

3500

2008 2009 2010 2011 2012 2013

$1.6

$1.8$1.9

$2.0$2.1

1000

1200

1400

1600

1800

2000

2200

2008 2009 2010 2011 2012 2013

$2.3

CONSTANT CURRENCY GROWTH(1)

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

CONSTANT CURRENCY GROWTH(1)

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

CAGR 4%

CAGR 7%

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SELECTED FINANCIAL METRICS & BALANCE SHEET ITEMS (in millions)

FINANCIAL METRICS

1Q 14

Free Cash Flow $13

Capital Expenditures $77

D&A $141

Net Book Interest $76

Cash Taxes $32

Cash Restructuring $43

Wtd. avg. diluted shares 384.7

PROFORMA BALANCE SHEET – 3/31/14

Gross Debt $6,694

Cash $296

Net Debt $6,398

PF Net Debt Ratio (a) 3.6x

(a) Reflects net debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis. Proforma net debt leverage ratio for 12/31/13 and 3/31/14 includes Arbitron (Audio) Adjusted EBITDA of $117 million for the nine months ended September 30, 2013 and $80 million for the six month period of April 1, 2013 to September 30, 2013, the date on which the Arbitron acquisition was completed, respectively.

(b) Weighted avg. interest rate calculated based on amount outstanding at end of quarter (c) 3/31/14 proforma gross and net debt reflects April 2014 transactions including $750 million 5.0% Senior Unsecured Note issuance, Term Loan paydown and re-financing and May

2014 call of $280 million of 7.75% Notes. Cash adjusted for fees, make-whole premium and cash to Balance Sheet.

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CAPITAL STRUCTURE PROFILE

Optimizing capital structure and driving shareholder value

*Does not reflect annual amortization of Term Loans

• Completed more than $4B of financing…further opportunities remain

• Increased weighted average maturity from 3.7 years to 6.1 years

• Attractive rates…weighted average interest rate at ~4.25%

• Investment grade-like covenants

• Favorable reaction from rating agencies

• Maintaining 3x net debt ratio enables us to both grow the business and return incremental capital to shareholders

($ in millions)

MATURITY PROFILE AS OF 3/26 CAPITAL STRUCTURE

UPDATE

CURRENT MATURITY PROFILE – PROFORMA*

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STRONG FREE CASH FLOW

Strong free cash flow supports growth investments and increased shareholder returns

FREE CASH FLOW(1)

($MILLIONS)

$235 $209

$376

$426

-$100

$0

$100

$200

$300

$400

$500

2008 2009 2010 2011 2012 2013

($54)

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

CAGR(1) 25%

$573

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CAPITAL ALLOCATION…MEDIUM TERM (2015 & 2016)

DELEVERAGING PROGRESS(1)

9.1x 7.9x 7.4x6.2x 5.8x

4.1x 3.9x 3.5x

2006 2007 2008 2009 2010 2011 2012 2013

On course to achieve net debt to adjusted EBITDA ratio in the 3x area ahead of 2016 refinancing

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

$500 million share repurchase program: Mitigate dilution associated with equity compensation program

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

Free Cash Flow

~$1B/YR

Dividend ~45%

Mandatory Debt ~20%

Buyback / Tuck-in BD

~35%

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2014 REVENUE RANGE Percentages reflected as constant currency

• Macro economic tailwind

• Improved discretionary environment

• Local client expansion

• Steady progress with global and local

clients

• Tablets, Smartphones, Social, OCR

• New verticals, new products

• Non-core legacy product performance

Audience Measurement 5.0-5.5% 5.5-6.0%

Ad Solutions 10-15% ~20%

WATCH 5.0 – 5.5% 6.0 – 6.5%

Other (2%) 0-2%

Core Nielsen 4.0% 6.0%

Watch (ex

Audio)

Buy

$2.2B

+5.2%

$3.4B

+3.1%

$5.6B

Western Europe (1%) 1%

Insights 4-6% ~10%

7-8% ~10% Developing

3.0 – 3.5% 5.0 – 5.5% BUY

RANGE DRIVERS HIGH LOW

2014E RANGE 2013

3% 4% Developed Info

(ex- W. Europe)

Total Nielsen, including Audio and Harris, growing 11.5% - 13.5%

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2014 GUIDANCE – APRIL 24, 2014 (Amounts in constant currency except adjusted net income per share)

Total Revenues 11.5% - 13.5%

Total Revenues (Core) 4.0% - 6.0%

Adj. EBITDA margin rate 29.0% - 30.0%

Adj. Net Income 22.0% - 27.0%

Adj. Net Income Per Share

$2.45 - $2.55

Deleveraging

~0.3x

Free Cash Flow

~$700M

Capital Expenditures $400M - $410M

Depreciation & Amortization

$575M - $600M

Net book interest

$300M - $310M

Cash taxes $170M - $180M

Cash restructuring $110M - $130M

Est. wtd. avg. diluted shares outstanding for FY 2014 386M

OTHER FINANCIAL METRICS

Well positioned to achieve both 2014 and long-term targets

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

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LONG TERM FINANCIAL TARGETS

REVENUE GROWTH MID-SINGLE DIGIT

ADJUSTED EBITDA GROWTH 1X - 2X REVENUE

DEVELOPING MARKET GROWTH DOUBLE DIGIT

ADJUSTED NET INCOME GROWTH MID-TEENS

CASH TAX RATE MID-TEENS TO LOW 20’S

TARGET LEVERAGE 3X AREA

DIVIDEND GROWTH AT LEAST IN-LINE WITH EARNINGS GROWTH

Note: All measures represented on constant currency basis.

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NIELSEN: A DIFFERENTIATED GLOBAL, GROWTH COMPANY

Focus on delivering value to clients and shareholders

Comprehensive understanding of what consumers buy and watch

Global leader in our segments with market presence in 104 countries

“Mission critical” measurement and analytics embedded in client workflows

Syndicated, scalable products and services

Strategic investments to drive continued and future growth opportunities

Proven track record of growth and economic resilience

Accelerated earnings growth through deleveraging

Balanced approach to capital allocation

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CERTAIN NON-GAAP MEASURES

Overview of Non-GAAP Presentations We consistently use the below non-GAAP financial measures to evaluate the results of our operations. We believe that the presentation of these non-GAAP measures provides useful information to investors regarding financial and business trends related to our results of operations, cash flows and indebtedness and that when this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance. None of the non-GAAP measures presented should be considered as an alternative to net income or loss, operating income or loss, cash flows from operating activities or any other performance measures of operating performance or liquidity derived in accordance with GAAP. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP.

Constant Currency Presentation We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period exchange rates and comparing these adjusted amounts to our current period reported results. Net Debt and Net Debt Leverage Ratio The net debt leverage ratio is defined as net debt as of the balance sheet date divided by Adjusted EBITDA for the twelve months then ended. Net debt and the net debt leverage ratio are not presentations made in accordance with GAAP, and our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

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CERTAIN NON-GAAP MEASURES (continued)

Adjusted EBITDA

We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, goodwill and intangible asset impairment charges, stock-based compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items considered unusual or non-recurring in nature. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. We use Adjusted EBITDA to consistently measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors.

Adjusted Net Income

We define Adjusted Net Income as net income or loss from our consolidated statements of operations before income taxes, depreciation and amortization associated with acquired tangible and intangible assets, restructuring charges, goodwill and intangible asset impairment charges, other non-operating items from our consolidated statements of operations and certain other items considered unusual or non-recurring in nature, reduced by cash paid for income taxes. Also excluded from Adjusted Net Income is interest expense attributable to the mandatory convertible subordinated bonds converted on February 1, 2013. Free Cash Flow We define free cash flow as net cash provided by operating activities, normalized for non-recurring Arbitron transaction costs, less capital expenditures. We believe providing free cash flow information provides valuable supplemental information regarding the cash flow that may be available for discretionary use by us. Free cash flow is not a presentation made in accordance with GAAP.

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

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

Net income $736 $272 $87 $133 $(489) $(589) $(354) $(419) (Income)/ loss from discontinued

operations, net of tax (305) (30) (26) 13 132 257 (104) (114)

Interest expense, net 307 386 443 614 598 633 661 675

Provision / (benefit) for income taxes 91 122 6 (54) (152) 26 12 (114)

Depreciation and amortization 510 493 502 530 519 462 451 423

EBITDA 1,339 1,243 1,012 1,236 608 789 666 451

Impairment of goodwill and intangible – – – – 402 95 – –

Equity in net (income)/ loss of affiliates (2) (5) (3) (5) 22 7 1 (12)

Other non-operating loss/(income), net 34 135 219 (28) 84 6 69 48

Restructuring charges 119 85 83 59 60 118 133 70

Stock-based compensation expense 47 34 27 18 14 18 52 34

Other items (a) 80 12 112 44 36 54 69 166

Adjusted EBITDA 1,617 1,504 1,450 1,324 1,226 1,087 990 757

Interest expense, net (307) (386) (443) (614) (598) (633)

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

acquisition-related tangible and intangible assets

162 145 161 196 211 208

Cash paid for income taxes (147) (124) (132) (129) (139) (91)

Stock-based compensation expense (47) (34) (27) (18) (14) (18) Interest expense attributable to mandatory

convertible bonds 2 23 21 – – –

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

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

2012 2011 2010 2009 2008 2007 2006 2013

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ADJUSTED NET INCOME RECONCILIATION

Weighted-average shares of common stock outstanding as of December 31, basic 375,797,629 361,787,868 352,469,181 276,499,073 273,905,810 226,674,754

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

Shares of common stock convertible associated with the mandatory convertible

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

Shares of common stock convertible associated with the mandatory convertible

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

2008 2012 2010 2009 2011

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

2013

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FREE CASH FLOW RECONCILIATION

Net cash provided by operating activities $901 $784 $641 $543 $517 $318

Sponsor termination fee – – 102 – – –

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

One-time Arbitron costs $46 –

–

–

–

–

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

2008 2012 2010 2009 2011

($ in millions. Year ended December 31 for all years.)

2013

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