q315 nielsen earnings webcast final

NYSE: NLSN

3RD QUARTER 2015 RESULTS

OCTOBER 21, 2015 8:00AM ET

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NLSN 3Q 2015 Results

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The following discussion contains forward-looking statements, including those about Nielsen’s outlook and

prospects, that relate to 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 October 21, 2015.

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://ir.nielsen.com. 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 2015. This

information may not be appropriate for other purposes.

http://ir.nielsen.com/

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AGENDA AGENDA

Third Quarter

Business Update

Financials and Guidance

Appendix and Reconciliations

Q&A

MITCH BARNS CHIEF EXECUTIVE OFFICER

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THIRD QUARTER 2015 OVERVIEW 3Q highlights

Revenue of $1.5 billion…up 5.0% constant currency

Adjusted EBITDA of $479 million…up 6.9% constant currency

Adjusted net income per share of $0.69…up 13.1% constant currency

Record free cash flow of $345 million…up 19% year over year

Continued execution on our balanced capital allocation framework

100% publicly owned

Tightening 2015 guidance range

Buy – revenue up 4.1% constant currency, driven by new client wins

Strong growth with retailers globally

Developed markets: discretionary spend largely unchanged

Emerging markets: solid against challenging macro backdrop

Fifth consecutive quarter of constant currency margin expansion

Watch – revenue up 6.1% constant currency

DELIVERING SHAREHOLDER VALUE; 37th CONSECUTIVE QUARTER OF CC REVENUE GROWTH

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TOTAL AUDIENCE EXECUTION AND ADOPTION

EXECUTED ON EVERY DELIVERABLE LAID OUT YTD – 22 OUT OF 22

Execute

Digital Content Ratings released: Nielsen’s capabilities now cover the Total Audience

Evaluate Clients ask themselves: “What do the numbers look like?” “Can I use them for guarantees?”

Adopt

Digital Ad Ratings emerging as the standard for digital video ads

Growing relationships with Google and Facebook

List of clients implementing Digital Content Ratings rapidly growing

Continued strong growth in Video On Demand measurement

CBS All Access digital and mobile viewing adding to their ratings

Transact

Many clients already using the new metrics (e.g. Digital Ad Ratings) individually

Convening a series of multi-stakeholder meetings to broaden the current definition of “currency” beyond TV Next step: Gain consensus for a new broader, redefined “currency” rating for buying and selling media

Goal: Consensus for new framework in place for the 2016 upfronts

1.

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JAMERE JACKSON CHIEF FINANCIAL OFFICER

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TOTAL NIELSEN RESULTS ($ in millions except per share amounts, growth in constant currency, excluding Free Cash Flow)

• Solid revenue growth in Watch and Buy

• Strong operating leverage • Earnings fueled by margins and buybacks • Record free cash flow

3Q 2015

3Q 2014

V%

Revenues $1,531 $1,572 5.0%

Adjusted EBITDA $479 $477 6.9%

Adjusted EBITDA margin % 31.3% 30.3% 56 bps

Adjusted Net Income (ANI) $256 $256 9.4%

Diluted ANI per share (a) $0.69 $0.66 13.1%

Free Cash Flow $345 $289 19.4%

(a) Calculated using weighted average shares outstanding of 369.5 million for 3Q 2015 and 385.9 million for 3Q 2014. See appendix for detail

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WATCH SEGMENT RESULTS ($ in millions, growth in constant currency)

REVENUE

PROFITABILITY

3Q DYNAMICS

Total Watch

Adjusted EBITDA

Margin

$715

$334

46.7%

3Q 15

$694

$317

45.7%

3Q 14

6.1%

7.4%

57 bps

V%

• Strong revenue growth Audience Measurement, ex-Audio +5.8% Audio +11%…delivery timing Marketing Effectiveness +7.9% Portfolio pruning remains on track

• Growth initiatives are delivering

Digital Ad Ratings more than doubled Digital Content Ratings released SVOD measurement gaining momentum eXelate driving new client wins

• Strong profitability driven by margin expansion

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BUY SEGMENT RESULTS ($ in millions, growth in constant currency)

REVENUE

PROFITABILITY

3Q DYNAMICS

Developed

Adjusted EBITDA

Margin

$563

$157

19.2%

3Q 15

$588

$171

19.5%

3Q 14

3.1%

6.1%

36 bps

V%

Emerging $253 $290 6.3%

Total Buy $816 $878 4.1%

• Solid revenue growth +4.1%

• New client wins • Emerging markets resilient…softer growth in

secondary markets

• Discretionary spend remains steady overall • 5th straight quarter of margin expansion

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FOREIGN CURRENCY IMPACT

(a) Projected impact assumes rates in effect at 10/20/15 remain in effect for the balance of 2015. Also based on company estimates for future quarters on distribution of revenue and EBITDA by currency.

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

& GBP

(650) (700)

(760)

(500)

(650) (620)

(560)

(650)

(460)

(570)

1Q15 2Q15 3Q15 4Q15E FY15E

Rev (bps) EBITDA (bps)

Note: We report on a constant currency basis to reflect operating performance

56%

11%

4% 3% 3%

23%

USD EUR CAD GBP CNY Other

2014 CURRENCY PROFILE - REVENUE PROJECTED FX IMPACT(a):

REPORTED VS CONSTANT CURRENCY

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2015 GUIDANCE - OCTOBER 21, 2015 (Revenue and adj. EBITDA margin growth in constant currency)

Total Revenue 4.3% - 4.8%

Adj. EBITDA margin growth 70+ bps

Adj. Net Income Per Share

$2.60 - $2.64

Leverage

~3.8x

Free Cash Flow

~$850M

Net book interest

$310M - $320M

Cash taxes $160M - $170M

Cash restructuring $50M - $75M

Est. wtd. avg. diluted shares outstanding for FY 2015 ~371M

OTHER FINANCIAL METRICS

TIGHTENING 2015 GUIDANCE RANGE

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&

APPENDIX

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CERTAIN NON-GAAP MEASURES Overview of Non-GAAP Presentations We use the non-GAAP financial measures discussed below 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, total indebtedness or any other measures of operating performance and financial condition, liquidity or indebtedness 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. 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.

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 (gross debt less cash and cash equivalents) 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 commonly used metrics to evaluate and compare leverage between companies and are not presentations made in accordance with GAAP.

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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. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors.

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, equity in net income of affiliates, 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. Free Cash Flow We define free cash flow as net cash provided by operating activities, plus the excess tax benefit on stock-based compensation, 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: Q3 ($ in millions except per share amounts)

Quarter ended September 30, (Unaudited)

2015 2014 Net income $ 142 $ 92

Interest expense, net 78 73

Provision for income taxes 82 95

Depreciation and amortization 144 139

EBITDA 446 399

Equity in net loss / (income) of affiliates 1 --

Other non-operating (income) / expense, net (5) 51

Restructuring charges 15 6

Stock-based compensation expense 12 12

Other items (a) 10 9

Adjusted EBITDA 479 477

Interest expense, net (78) (73)

Depreciation and amortization (144) (139)

Depreciation and amortization of acquisition-related tangible and intangible assets 51 51

Cash paid for income taxes (40) (48)

Stock-based compensation expense (12) (12)

Adjusted net income $ 256 $ 256

Adjusted net income per share of common stock, diluted (b) $0.69 $0.66

(a), (b) See footnotes on next page

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ADJUSTED NET INCOME RECONCILIATION: Q3 (continued)

(a) For the three months ended September 30, 2015 and 2014, other items primarily consist of non-recurring costs.

(b) Adjusted Net Income per share of common stock presented on a diluted basis includes potential

common shares associated with stock-based compensation plans that may have been considered anti-dilutive in accordance with GAAP.

Weighted-average shares of common stock outstanding as of quarter ended September 30, 2015, basic

365,498,696

Dilutive shares of common stock from stock compensation plans 3,999,243

Weighted-average shares of common stock outstanding, diluted 369,497,939

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FREE CASH FLOW RECONCILIATION ($ in millions)

QUARTER ENDED SEPTEMBER 30 2015 2014

Net cash provided by operating activities

$452 $392

Less: Capital expenditures (107) (103)

Free cash flow $345 $289

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($ in millions)

3Q 15 Reported

3Q 14 Reported

% V Reported

3Q 14 Constant Currency

% V Constant Currency

BUY $816 $878 (7.1)% $784 4.1%

WATCH $715 $694 3.0% $674 6.1%

TOTAL $1,531 $1,572 (2.6)% $1,458 5.0%

REVENUE RECONCILIATION

ADJUSTED EBITDA RECONCILIATION

3Q 15 Reported

3Q 14 Reported

% V Reported

3Q 14 Constant Currency

% V Constant Currency

BUY $157 $171 (8.2)% $148 6.1%

WATCH $334 $317 5.4% $311 7.4%

CORPORATE $(12) $(11) NM $(11) NM

TOTAL $479 $477 0.4% $448 6.9%

($ in millions)

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DEBT CAPITAL TABLE ($ in millions)

(a) Reflects Net Debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis (b) Excludes capital leases

DEBT CAPITAL TABLE

9/30/15 6/30/15 Change

Loan Debt (secured) $3,587 $3,609 $(22)

4.50% Sr. Notes (10/1/20) 800 800 --

5.50% Sr. Notes (10/1/21) 625 625 --

5.00% Sr. Notes (4/15/22) 2,308 2,308 --

Capital lease/misc. debt 133 131 2

Total Debt $7,453 $7,473 $(20)

Less Cash 358 331 27

Net Debt $7,095 $7,142 $(47)

Net Debt Ratio (a) 3.8x 3.9x (0.1)x

Weighted avg. interest rate (b) 3.98% 3.97% 1 bps

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SELECTED FINANCIAL METRICS & BALANCE SHEET ITEMS ($ in millions)

FINANCIAL METRICS

3Q 15

Free Cash Flow $345

Capital Expenditures $107

D&A $144

Net Book Interest $78

Cash Taxes $40

Cash Restructuring $15

Wtd. avg. diluted shares 369.5

BALANCE SHEET – 9/30/15

Gross Debt $7,453

Cash $358

Net Debt $7,095

Net Debt Ratio (a) 3.83x

CURRENT DEBT MATURITY PROFILE – 9/30/15(b)

$25 $118

$640

$212

$1,041

$814

$1,953

$2,308

2015 2016 2017 2018 2019 2020 2021 2022

(a) Reflects net debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis (b) Excludes Revolver ($210M), Capital Leases ($124M) and Miscellaneous Debt ($9M)

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