NIELSENINVESTOR OVERVIEW 4Q 2015

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FORWARD LOOKING STATEMENTS

The following discussion contains forward-looking statements, including those about Nielsen’soutlook 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 otherstatements that relate to future results and events are based on Nielsen’s current expectationsas of December 11, 2015.

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

Our outlook is provided for the purpose of providing information about current expectations for2015. This information may not be appropriate for other purposes.

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NIELSEN AT A GLANCE

Measurement and analytics for content, advertising and activity for

television, digital, social and audio

Measurement and analytics for sales, market share and consumer goods

Adjusted EBITDA Margin

44%2014 Revenue

$3.4BAdjusted EBITDA Margin

19%2014 Revenue

$2.8B

2014 Revenue

$6.3B2014 Free Cash Flow

$681M

2014 AdjustedEBITDA Margin

29.2%

Dividend Yield

2.5%Market Cap

$16.3

Market Cap and Dividend Yield are reported as of 12/14/15

Watch44%

Buy56%

Cash returned to shareholders over 2013-2014

$1.1B

Revenues recurringin nature

~70%

Our focus is to drive shareholder value through consistent growth, profitability and free cash flow generation

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NIELSEN’S BUSINESS STRATEGY & OBJECTIVES

BUY

WATCH

Expand coverage of consumer purchase behavior globally

Capture Total Audience across all screens and platforms

MARKETING EFFECTIVENESS

Help clients understand how individuals’ viewing behavior impacts purchase behavior

OUR VALUES

OPEN

SIMPLE

INTEGRATED

OUR BRAND

QUALITY

INTEGRITY

NEUTRALITY

Execution of our strategy drives shareholder value through the cycles

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THE NIELSEN VALUE PROPOSITION

CONSUMER FOCUS

PERFORMANCE MANAGEMENT

GLOBAL PRESENCE

BROADCASTTV

CABLE SATELLITE TV

TIME SHIFTING

DIGITAL

WATCHMOBILE

BUY

GROCERY MASS RETAIL

DRUG STORE

CLUB OUTLETS

SPECIALTY STORE

E-COMMERCE

TOTAL AUDIENCE

TOTAL CONSUMER

Well positioned to meet client needs of today and tomorrow

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COMPELLING FINANCIAL PERFORMANCE

* ’10 to ’15 CAGR ~4.5% ex Harris and Audio

• 7% CAGR from ’10 to ’15E*• 38 quarters of consecutive growth• Investing in key growth opportunities

• Powerful syndicated business model• Disciplined pricing and cost-out initiatives• ~3.5 pts of margin expansion ’10 to ’15E

• Generated $3B+ of Free Cash Flow• 32% CAGR from ’10 to ’15E

• Tremendous flexibility to invest in growth• ~$2B+ back to shareholders from 2013-2015

STRONG FREE CASH FLOW

BALANCED CAPITAL ALLOCATION

CONSISTENT REVENUE GROWTH

MARGIN EXPANSION

RESULTS

Strong track record of delivering consistent results

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WHY INVEST IN NIELSEN?

Measuring the Total Consumer and Total Audience

Unmatched global footprint of 106 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

Strong free cash flow generation and compelling capital allocation strategy

Driving shareholder value is the cornerstone of our strategy

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OUR GROWING GLOBAL FOOTPRINT

2014 REVENUE DISTRIBUTION

U.S. & Canada 58%

Western Europe 16%

Asia <15%

LatAm, Africa, <15%

Middle East, Eastern EuropeNielsen presence

~20% of revenues in emerging markets, growing at double digit pace

…underscored by a global employee base of 42,000 talented associates we work hard to attract, develop and retain

Our focus is relentless on our pursuit to provide clients with the most complete understanding of what consumers buy and watch in 106 countries…

2014 REVENUE DISTRIBUTION

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LONG-TERM, BEST-IN-CLASS CLIENT BASEBUY WATCH

• 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 3% of 2014 revenues

HIGHLIGHTS

PARTNERSHIPS

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

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STRATEGIC IMPERATIVE: MEASURE THE TOTAL AUDIENCE

Adsincludes ratings regardless of where + how ad is consumed,

including both linear anddynamic ad models

Contentcombined ratings for a program

or content regardless of where + how content is consumed, including both

linear TV viewing anddynamic TV/ video viewing

TOTAL AUDIENCE

unduplicatedacross all devices

and business models

Framework that integrates our capabilities to offer comparable measurement

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WHAT CONSUMERS BUY

2Belectronic

records collected weekly

1.7M+store

visits monthly

25M+characteristics

collected for 30M products

3Mstore level data files annually

16Mconsumer surveys

per year

Broad, unparalleled reach of consumers worldwide

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DEVELOPED MARKETS: $2.4B EMERGING MARKETS: $1.1B

BUY: PROVIDING MEASUREMENT AND ANALYTICSTotal 2014 Revenue: $3.5B…Approximately 60% recurring in nature

Our measurement and analytics are embedded in the operating

disciplines of our clients, helping to drive their growth

Marketing C-Suite SupplyChain

Research SalesInvestor and

MediaRelations

Retail sales measurement and market share information

• Presence in 106 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

Advanced analytical capabilities and solutions

• Demand strategy

• Help clients “see around corners”

• Product Innovation

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DIGITAL SHOPPING & E-COMMERCE

INSIGHT TO UNDERSTAND THE 21ST

CENTURY SHOPPER BEHAVIOR AND SEGMENTATION

COMPETITIVE BENCHMARKS

AND ANALYTICS TO WIN

@THE DIGITAL SHELF

DELIVER SHARE MEASUREMENT FOR E-

COMMERCE COMPARABLE TO BRICK & MORTAR

DELIVER SHARE MEASUREMENT FOR E-COMMERCE COMPARABLE TO BRICK &

MORTAR

Presence in 5 markets (UK, France, Spain, China, and Korea); plans to expand across

NA, Europe and SE Asia

Nielsen Omnichannel for an Alibaba keyaccount in China to compliment the channel

measurement

Recent launch of New Offer Advisor (NOA), innovative analytical tool in partnership

with Alibaba

INSIGHT TO UNDERSTAND THE 21ST CENTURY SHOPPER BEHAVIOR AND

SEGMENTATION

Insights on how shoppers browse and buy across devices

Shopper segmentations to guide communication and engagement plans

Measure shoppers and content similar to media

COMPETITIVE BENCHMARKSAND ANALYTICS TO WIN

@THE DIGITAL SHELF

Insights to understand and improve the digital shelf conditions

Analytics to optimize assortment choice for multi-channel retail

SALES SHOPPER SHELF

Powerful long-term opportunity for Nielsen

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EMERGING MARKETS

10%CAGR

$0.6B

$1.1B

$0.4BLOCALS

$0.7BGLOBALMNCs

10-30% Growth

Biggest increase ever Acceleration with localsSource: OECD; CAGR represented in constant currency

3.7B

7.0B

8.3B

GROWTH OF MIDDLE CLASS EMERGING MARKETS REVENUE

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WHAT CONSUMERS WATCH

181M Watching

Time-Shifted TV

258MListening to

AM/FM Radio

146MWatching Video

on Internet

164MUsing App/Web on

a Smartphone

142MUsing Social Media

on an App on a Smarthphone

Measuring Total Audience across screens

* Number of users engaging with these forms of media

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WATCH: MEASURING THE TOTAL AUDIENCE Total 2014 Revenue: $2.8B…Approximately 85% recurring in nature

Global television audience measurement

• A leader in US television advertising

• Television audience measurement in 35 countries

• Proprietary data methods

• Gold standard, MRC accredited panel

Digital measurement, audience analytics and consumer research

• Digital Ad Ratings

• Digital Content Ratings

• Mobile measurement

• VOD Measurement

• A leader in social media measurement

• Strategic relationships (Adobe, Experian, Facebook, Twitter, Roku)

Our measurement and analytics are embedded in the operating

disciplines of our clients, helping to drive their growth

Media Executives

Programmers MediaSales

Agenciesand

Advertisers

Marketing Investor andMedia

Relations

TELEVISION DIGITAL

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Programs& Ads

Content

Ads

TV CONNECTED TV PC TABLET SMARTPHONE

linear

dynamic

C3/C7/Program Ratings

Digital Ad Ratings

Digital Content Ratings

THE ONLY TOTAL AUDIENCE MEASUREMENT

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TV Audience Measurement

Digital Audio Measurement

Video on Demand VOD

Digital Content Ratings DCR

Digital Ad Ratings DAR

TV clients are supplementing their C3 and C7 ratings with our reaction-based analyticsComplementary analytics to current ratings

Continue to work with the industry to align on single measurement

Using audio signatures to measure audienceMeasuring viewing of nearly 1,200 shows, covering nearly 4,000 episodes as of Oct 2015Additional capabilities in 2016

Google/Double Click is progressing well and expanding internationallyGlobal Expansion: DAR available in 16 markets by year end 2015

Digital Content Ratings released in Fall

TOTAL AUDIENCE MEASUREMENT…TRACKING PROGRESS

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TOTAL AUDIENCE EXECUTION AND ADOPTION

Executed on every deliverable laid out YTD – 22 out of22

ExecuteDigital 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 TVNext 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.

2.

3.

4.

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DIFFERENTIATED CROSS PLATFORM ARCHITECTURE

TWO TYPES OF CONTENT

Native Digital Content

HARDWARE METER

LinearRatings

GOLDSTANDARD PROCESS

ONE ENCODING PROCESS

COMPARABLE OVERNIGHT RATING

DigitalRatings

Total Audience

Traditional Linear Content

MRC ACCREDITEDUNIVERSAL

BIG DATAENABLED

MEASUREMENT

HARDWARE & SOFTWARE

METER

ONE CLIENT-SIDE IMPLEMENTATION

SDKs

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NIELSEN AUDIO

• Digital Audio (Streaming) Audience Measurement: 2+ hours of consumer’s day

• Audio ROI…linking listening behavior to consumer purchasing habits

• Global expansion

• Working with more than 30 players across the industry to implement our SDK in their apss and players

LONG TERM GROWTH OPPORTUNITIES

Advertisers gain an average of $6 for each $1 spent on radio(a)

(a) Source: Nielsen Catalina Solutions

Expanded measurement of US consumers by 2+ hours

Radio listening measured in 270+ markets

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MARKETING EFFECTIVENESS: WHERE WATCH MEETS BUY

REACTIONRESONANCEREACHHOW DID IT

CHANGE BEHAVIORS?

HOW DID IT

CHANGE ATTITUDES?

WHAT TOTAL

AUDIENCE DID I REACH?

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

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NIELSEN MARKETING EFFECTIVENESS SOLUTIONNielsen integrates with 1st party datasets to provide total view

OUR CAPABILITIES IMPACT

PLANNING

OPTIMIZATION

ROI

SHIFT MEDIA PLANNING FROM DEMOGRAPHICS TO DEMOS+

ENABLE MARKETERS TO MAKE ADJUSTMENTS TO PLANS INFLIGHT

Match 1ST party data to Nielsen total audience measurement

Integrate daily total audience reach within overall marketing data sets

Assemble longitudinal view of all marketing elements and actual sales

DRIVE HIGHER ROI / BUILD STRONGER BRANDS

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NIELSEN IS UNIQUELY POSITIONED

DATA OWNERS TRUST NIELSEN

CONNECT AND ACTIVATE

UNIQUE ABILITY TO ENRICH DATA

• 90+ years with retailers, media and manufacturers• Independent 3rd party• Sterling reputation with regard to consumer privacy

• Most experienced measurement scientists anywhere• Proprietary panels – the source of truth• Reference data and hierarchies across Watch & Buy

• Combine with Nielsen’s industry standard datasets• Embed in systems across the ecosystem

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MARKETING EFFECTIVENESS: GROWTH OPPORTUNITIES

MARKETING WILL CONTINUE TO GROW MORE COMPLEX

THE VOLUME AND GRANULARITY OF WATCH AND BUY DATA WILL CONTINUE TO EXPAND

NO DATA SET ON ITS OWN WILL TELL THE COMPLETE STORY…OUR PANEL IS CRUCIAL

NIELSEN IS THE ONLY COMPANY POSITIONED TO ASSEMBLE THE TOTAL VIEW

WE ARE UNIQUELY TRUSTED TO PROTECT CONSUMER PRIVACY AND THE DATA OWNER’S SECURITY

WE CAN EXTEND BEYOND CPG TO VIRTUALLY ANY CONSUMER CATEGORY

FINANCIALS

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CONSISTENT PERFORMANCE THROUGH THE CYCLES

Note: Revenue, Adjusted EBITDA and Adjusted Net Income growth rates derived on a constant currency basis; figures are as reported. (a) Revenue CAGR includes Audio and Harris acquisitions; CAGR of ~4.5% ex Harris and Audio(b) Reflects Net Debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months. 2013 is ProForma and includes nine months of Arbitron Adjusted EBITDA of $117 million. 2012 and prior years normalized to include adjusted EBITDA of discontinued operations. 2011 and 2012 exclude $288M of mandatory convertible subordinated debt(c) Excludes impact of 2011 Sponsor Termination Fees ($102M), 2013 one-time Arbitron deal-related costs ($46M), and the 2015 normalization for excess tax on options ($26M)

$1.3$1.5 $1.5

$1.8 ~$1.9

$1.6

9% CAGR

$209$376 $426

$681~$850

$573

32% CAGR

DELEVERAGING PROGRESS(b)

5.8x

4.0x 3.8x 3.5x 3.6x ~3.8x

7% CAGR (a)

$229

$528$635

$970 ~$970$770

44% CAGR

FREE CASH FLOW ($M)(c)

REVENUE ($B) ADJ. EBITDA ($B) ADJ. NET INCOME ($M)

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CONSISTENT REVENUE GROWTH($ billions)

Note: Figures are as reported, CAGR and revenue growth in constant currency. ’10 to ’15 CAGR ~4.5% ex Harris and Audio

BUY

WATCH

$4.9 $5.3 $5.4 $5.7$6.3

7% CAGR

CC % 6.3% 5.6% 4.1% 6.4%

• New client wins

• Accelerating growth in emerging markets

• Expanding analytical capabilities

• New products & Total Audience Measurement

• Marketing Effectiveness growing double-digits

• Portfolio transformation

~$6.1

12.4% 4.3-4.8%

Consistent and resilient business model

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SELECTED FINANCIAL METRICS & BALANCE SHEET ITEMS

(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)

($ 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)

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FREE CASH FLOW AND ANI PER SHARE GROWTH

Figures are as reported, CAGR represented in constant currency for ANI per share

$376$426

$573

$681

~$850

$0.82

$1.44$1.69

$2.52 $2.60-2.64

$2.02

36% CAGR

FREE CASH FLOW ($M) ANI PER SHARE

32% CAGR

FCF Conversion 91% 71% 67% 74% 70% ~88%

$209

4X+ FCF & 3X+ ANI Share Growth

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BALANCED CAPITAL ALLOCATION

Dividend~45%

MandatoryDebt~15%

Buyback / Tuck-in BD

~40%

LONG TERM FCF DEPLOYMENT 2013 – 15 ACTIVITY

Generated $2B+ of Free Cash Flow

Returned $2B+ back to shareholders

Increased dividend +75% since inception

New $500M buyback authorization…~$850M remaining to be executed over ’16-’17

Delivering shareholder value

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NIELSEN ACQUISITIONS & JOINT VENTURESCompany Capabilities

Marketing Analytics SaaS tool replacing PowerPoint analysis with real time, predictive analytics for marketing mix models

Neurofocus Neurological testing for consumer research

Retail Plus (JV) Measuring / monitoring sales and marketing of products in fast moving consumer goods sector

MEMRB Expansion of retail services within Middle East/Eastern Europe; synergies across several countries

Carrier IQ On-device meters for service quality measurement

Social Guide Twitter TV ratings

Vizu Marketing effectiveness

Ibope (JV) Television audience measurement for Mexico, Dominican Republic and Venezuela

Ipsa Retail Measurement Services (RMS) /Consumer Panel Services (CPS) in Ecuador

Perishables Group Product expansion for retail services

Arbitron Radio audience measurement

Bowker E-books

MediaXIM Belgium and Netherlands advertising info services

G4 Trade promotion optimization; Leader in SaaS analytics solutions for CPG companies

Nielsen Innovate Israel based incubator investing in startups that help Nielsen clients (10 countries)

Harris U.S. custom surveys

Nexium Retail shelf image identification technologies that replace manual inventory management systems

MMRD (JV) RMS in Myanmar

Czech TAM (JV) Television audience measurement

Affinova Intuitive user interface platform and automated analytics capabilities; Nielsen’s Innovation Practice

eXelate Digital audience intelligence in the Programmatic Media ecosystem

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12

20

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2015

Approximately $2B in acquisitions and JVs since 2011, driving growth, value & returns

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33

FOREIGN CURRENCY IMPACT

2013PF REVENUE DISTRIBUTION

(a) Projected impact assumes rates in effect at 12/7/15 remain in effect for the balance of 2015. Also based on company estimates for future periods on distribution of revenue and EBITDA by currency.

2015E CURRENCY PROFILE - REVENUEPROJECTED FX IMPACT(a):

REPORTED VS CONSTANT CURRENCY

.

We report on a constant currency basis to reflect operating performance

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REITERATING 2015 GUIDANCE

($ in Millions, ANI/Share represented in dollars, 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

Consistent with October 2015 Earnings Call

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2016 GUIDANCE

($ in Millions, ANI/Share represented in dollars, Revenue and adj EBITDA margin growth in constant currency)

Total Revenue 4% - 6%

Adj. EBITDA margin growth 50 – 70 bps

Adj. Net Income Per Share $2.83 - $2.93

Leverage ~3.6x

Free Cash Flow ~$950M

Net book interest $325M - $335M

Cash tax rate 14.0% - 14.5%

Cash restructuring $50M - $75M

Est. wtd. avg. diluted shares outstanding for FY 2016 ~361M

OTHER FINANCIAL METRICS

Continued execution in line with long term financial framework

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36

THE NEXT FIVE YEARS…

Note: All measures represented on constant currency basis.

…The Nielsen Financial Framework

CASH TAX RATE

DIVIDEND GROWTH

ANI PER SHARE GROWTH

FREE CASH FLOW CONVERSION

MARGIN EXPANSION

REVENUE GROWTH

MID-TEENS TO LOW 20’S

IN LINE WITH EARNINGS GROWTH

DOUBLE DIGIT TO LOW TEENS

~90%+ ANI

50 – 70 BPS

MID-SINGLE DIGIT

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CERTAIN NON-GAAP MEASURESOverview of Non-GAAP PresentationsWe use the non-GAAP financial measures discussed below to evaluate the results of our operations. We believe that the presentation ofthese non-GAAP measures provides useful information to investors regarding financial and business trends related to our results ofoperations, cash flows and indebtedness and that when this non-GAAP financial information is viewed with our GAAP financialinformation, 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 fromoperating activities, total indebtedness or any other measures of operating performance and financial condition, liquidity orindebtedness derived in accordance with GAAP. These non-GAAP measures have important limitations as analytical tools and should notbe considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Our use of these terms may vary fromthe use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation anddifferences due to items subject to interpretation.

Constant Currency PresentationWe evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, whichis a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currencyinformation provides valuable supplemental information regarding our results of operations, consistent with how we evaluate ourperformance. We calculate constant currency percentages by converting our prior-period local currency financial results using thecurrent period exchange rates and comparing these adjusted amounts to our current period reported results.

Net Debt and Net Debt Leverage RatioThe net debt leverage ratio is defined as net debt (gross debt less cash and cash equivalents) as of the balance sheet date divided byAdjusted EBITDA for the twelve months then ended. Net debt and the net debt leverage ratio are commonly used metrics to evaluateand 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 andexpense, 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 certainother items considered unusual or non-recurring in nature. We use Adjusted EBITDA to measure our performance from period toperiod both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensationprograms 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 intangibleasset impairment charges, other non-operating items from our consolidated statements of operations and certain other itemsconsidered unusual or non-recurring in nature, reduced by cash paid for income taxes. Also excluded from Adjusted Net Income isinterest expense attributable to the mandatorily convertible subordinated bonds converted on February 1, 2013. Adjusted NetIncome per share of common stock presented on a diluted basis includes the weighted-average amount of shares of common stockconvertible associated with the mandatorily convertible bonds based upon the average price of our common stock during theperiods beginning on or before February 1, 2013. Such shares are considered anti-dilutive in accordance with GAAP for the periodspresented.

Free Cash FlowWe define free cash flow as net cash provided by operating activities, normalized for non-recurring Arbitron transaction costs, lesscapital expenditures. We believe providing free cash flow information provides valuable supplemental information regarding thecash 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)

Net income $381 $736 $272 $87 $133 $(489) $(589)(Income)/ loss from discontinued

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

Interest expense, net 297 307 386 443 614 598 633Provision / (benefit) for income taxes 236 91 122 6 (54) (152) 26

Depreciation and amortization 573 510 493 502 530 519 462EBITDA 1,487 1,339 1,243 1,012 1,236 608 789

Impairment of goodwill and intangible – – – – 402 95Equity in net (income)/ loss of affiliates 4 (2) (5) (3) (5) 22 7Other non-operating loss/(income), net 171 34 135 219 (28) 84 6

Restructuring charges 89 119 85 83 59 60 118Stock-based compensation expense 47 47 34 27 18 14 18

Other items (a) 39 80 12 112 44 36 54

Adjusted EBITDA 1,837 1,617 1,504 1,450 1,324 1,226 1,087Interest expense, net (297) (307) (386) (443) (614) (598) (633)

Depreciation and amortization (573) (510) (493) (502) (530) (519) (462)Depreciation and amortization of

acquisition-related tangible and intangible assets

204 162 145 161 196 211 208

Cash paid for income taxes (154) (147) (124) (132) (129) (139) (91)Stock-based compensation expense (47) (47) (34) (27) (18) (14) (18)

Interest expense attributable to mandatory convertible bonds -- 2 23 21 – – –

Adjusted net income 970 770 635 528 229 167 91Adjusted net income per share of common

stock, diluted $2.52 $2.02 $1.69 $1.44 $0.82 $0.61 $0.40

2013 2012 2011 2010 2009 20082014

(a) Other items primarily consist of non-recurring items, sponsor termination fees (2011), and acquisition adjustments

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WEIGHTED AVERAGE SHARES OUTSTANDING($ in millions except per share amounts. Year ended December 31 for all years.)

Weighted-average shares of common stock outstanding as of

December 31, basic379,333,037 375,797,629 361,787,868 352,469,181 276,499,073 273,905,810

Dilutive shares of common stock from stock compensation plans 5,038,415 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 – –

Weighted-average shares of common stock outstanding as of

December 31, diluted384,371,452 381,824,960 376,727,684 367,033,948 279,652,586 273,905,810

20092013 2011 201020122014

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FREE CASH FLOW RECONCILIATION($ in millions. Year ended December 31 for all years.)

Net cash provided by operating activities $1,093 $901 $784 $641 $543 $517

Sponsor termination fee -- – – 102 – –

Capital expenditures (412) (374) (358) (367) (334) (282)

One-time Arbitron costs -- $46 – – – –

Free Cash Flow $681 $573 $426 $376 $209 $235

20092013 2011 201020122014

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