Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

 

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

For the quarterly period ended June 30, 2012

OR

 

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

For the transition period from              to             

Commission file number 001-35042

 

 

Nielsen Holdings N.V.

(Exact name of registrant as specified in its charter)

 

 

 

The Netherlands		98-0662038
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
770 Broadway New York, New York 10003 (646) 654-5000		Diemerhof 2 1112 XL Diemen The Netherlands +31 (0) 20 398 87 77
(Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 361,162,342 shares of the registrant’s Common Stock outstanding as of June 30, 2012.

 

 

 

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Contents

 

				PAGE
PART I.		FINANCIAL INFORMATION			3
Item 1.		Condensed Consolidated Financial Statements			3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			30
Item 4.		Controls and Procedures			31
PART II.		OTHER INFORMATION			32
Item 1.		Legal Proceedings			32
Item 1A.		Risk Factors			32
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3.		Defaults Upon Senior Securities			32
Item 4.		Mine Safety Disclosures			32
Item 5.		Other Information			32
Item 6.		Exhibits			32
		Signatures			33

 

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PART I. FINANCIAL INFORMATION

 

Item 1.

Condensed Consolidated Financial Statements

Nielsen Holdings N.V.

Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
(IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)		2012				2011				2012				2011
Revenues		$	1,385			$	1,396			$	2,725			$	2,698
Cost of revenues, exclusive of depreciation and amortization shown separately below			564				570				1,129				1,119
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below			441				450				894				993
Depreciation and amortization			127				135				258				271
Restructuring charges			16				23				53				46
Operating income			237				218				391				269
Interest income			1				2				2				3
Interest expense			(107	)			(114	)			(213	)			(254	)
Loss on derivative instruments			—				—				—				(1	)
Foreign currency exchange transaction losses, net			(4	)			(10	)			(13	)			(3	)
Other income/(expense), net			10				9				4				(221	)
Income/(loss) from continuing operations before income taxes and equity in net income of affiliates			137				105				171				(207	)
(Provision)/benefit for income taxes			(38	)			(39	)			(45	)			95
Equity in net income of affiliates			4				3				2				1
Income/(loss) from continuing operations			103				69				128				(111	)
Loss from discontinued operations, net of tax			—				—				—				(1	)
Net income/(loss)			103				69				128				(112	)
Net (loss)/income attributable to noncontrolling interests			(1	)			—				(1	)			1
Net income/(loss) attributable to Nielsen stockholders		$	104			$	69			$	129			$	(113	)
Net income/(loss) per share of common stock, basic and diluted
Income/(loss) from continuing operations		$	0.28			$	0.19			$	0.35			$	(0.33	)
Net income/(loss) attributable to Nielsen stockholders		$	0.28			$	0.19			$	0.35			$	(0.33	)
Weighted-average shares of common stock outstanding, basic			361,528,675				358,792,103				361,205,184				345,100,814
Dilutive shares of common stock			4,347,044				5,411,316				4,665,666				—
Weighted-average shares of common stock outstanding, diluted			365,875,719				364,203,419				365,870,850				345,100,814

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

 

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Nielsen Holdings N.V.

Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
(IN MILLIONS)		2012				2011				2012				2011
Net income/(loss)		$	103			$	69			$	128			$	(112	)
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustments, net of tax			(86	)			15				1				58
Available for sale securities, net of tax			(4	)			—				(4	)			—
Changes in the fair value of cash flow hedges, net of tax			—				(7	)			(1	)			—
Defined benefit pension plan adjustments, net of tax			—				—				2				(1	)
Total other comprehensive (loss)/income			(90	)			8				(2	)			57
Total comprehensive income/(loss)			13				77				126				(55	)
Comprehensive (loss)/income attributable to noncontrolling interests			(1	)			—				(1	)			2
Total comprehensive income/(loss) attributable to Nielsen stockholders		$	14			$	77			$	127			$	(57	)

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

 

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Nielsen Holdings N.V.

Condensed Consolidated Balance Sheets

 

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)		June 30, 2012 (Unaudited)				December 31, 2011
Assets:
Current assets
Cash and cash equivalents		$	283			$	319
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $26 and $24 as of June 30, 2012 and December 31, 2011, respectively			1,089				1,080
Prepaid expenses and other current assets			272				266
Total current assets			1,644				1,665
Non-current assets
Property, plant and equipment, net			572				609
Goodwill			7,188				7,155
Other intangible assets, net			4,551				4,561
Deferred tax assets			128				198
Other non-current assets			322				316
Total assets		$	14,405			$	14,504
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities		$	850			$	1,025
Deferred revenues			405				443
Income tax liabilities			52				80
Current portion of long-term debt, capital lease obligations and short-term borrowings			324				144
Total current liabilities			1,631				1,692
Non-current liabilities
Long-term debt and capital lease obligations			6,519				6,619
Deferred tax liabilities			942				996
Other non-current liabilities			528				556
Total liabilities			9,620				9,863
Commitments and contingencies (Note 10)
Equity:
Nielsen stockholders’ equity
Common stock, €0.07 par value, 1,185,000,000 shares authorized; 361,465,861 and 360,107,359 shares issued and 361,162,342 and 359,647,605 shares outstanding at June 30, 2012 and December 31, 2011, respectively			30				30
Additional paid-in capital			6,448				6,427
Accumulated deficit			(1,396	)			(1,525	)
Accumulated other comprehensive loss, net of income taxes			(301	)			(299	)
Total Nielsen stockholders’ equity			4,781				4,633
Noncontrolling interests			4				8
Total equity			4,785				4,641
Total liabilities and equity		$	14,405			$	14,504

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

 

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Nielsen Holdings N.V.

Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Unaudited)

 

		Six Months Ended June 30,
(IN MILLIONS)		2012				2011
Operating Activities
Net income/(loss)		$	128			$	(112	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Stock-based compensation expense			14				10
Currency exchange rate differences on financial transactions and other losses			9				224
Loss on derivative instruments			—				1
Equity in net income of affiliates, net of dividends received			3				5
Depreciation and amortization			258				271
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net			(13	)			(71	)
Prepaid expenses and other current assets			(27	)			(36	)
Accounts payable and other current liabilities and deferred revenues			(252	)			(88	)
Other non-current liabilities			(2	)			1
Interest payable			12				24
Income taxes			(17	)			(159	)
Net cash provided by operating activities			113				70
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired			(74	)			(96	)
Proceeds from sale of subsidiaries and affiliates, net			—				3
Additions to property, plant and equipment and other assets			(50	)			(66	)
Additions to intangible assets			(102	)			(76	)
Other investing activities			—				1
Net cash used in investing activities			(226	)			(234	)
Financing Activities
Net borrowings under revolving credit facility			215				—
Proceeds from issuances of debt, net of issuance costs			1,209				277
Repayment of debt			(1,359	)			(1,778	)
Increase in other short-term borrowings			8				12
Proceeds from the issuance of common stock			—				1,801
Activity under stock plans			13				—
Other financing activities			(9	)			(215	)
Net cash provided by financing activities			77				97
Effect of exchange-rate changes on cash and cash equivalents			—				20
Net decrease in cash and cash equivalents			(36	)			(47	)
Cash and cash equivalents at beginning of period			319				421
Cash and cash equivalents at end of period		$	283			$	374
Supplemental Cash Flow Information
Cash paid for income taxes		$	(62	)		$	(63	)
Cash paid for interest, net of amounts capitalized		$	(201	)		$	(229	)

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

 

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Nielsen Holdings N.V.

Notes to Condensed Consolidated Financial Statements (continued)

1. Background and Basis of Presentation

Background

Nielsen Holdings N.V. (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into three reporting segments: what consumers buy (“Buy”), what consumers watch (“Watch”) and Expositions. Nielsen has a presence in approximately 100 countries, with its headquarters located in Diemen, the Netherlands and New York, USA.

The Company was formed by several private equity groups through Valcon Acquisition Holding (Luxembourg) S.à r.l. (“Luxco”). As of December 31, 2011, Luxco owned 270,746,445 shares (or approximately 75%) of the Company’s common stock. On March 26, 2012, Luxco and certain Nielsen employees (the “selling shareholders”) completed a public offering of 34,500,000 shares of Nielsen’s common stock at a price of $30.25 per share. Subsequent to this offering and as of June 30, 2012, Luxco owned 236,266,399 shares (or approximately 65%) of the Company’s common stock.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€“). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to June 30, 2012 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure.

Earnings per Share

Basic net income or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock consist of employee stock options and restricted stock as well as the amount of potential shares to be converted associated with the mandatory convertible subordinated bonds due 2013.

The effect of 5,931,881 and 4,205,572 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2012 and 2011, respectively, as such shares would have been anti-dilutive.

The effect of 5,996,195 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2012 as such shares would have been anti-dilutive. The effect of 17,511,548 shares of common stock equivalents under stock compensation plans have been excluded from the calculation of diluted earnings per share for the six months ended June 30, 2011 due to our net loss position in this period. Of this amount and assuming dilution, 4,999,486 potential common shares would have been included in the calculation of diluted earnings per share and 3,107,086 anti-dilutive stock options would have been excluded from the calculation.

Additionally, the Company’s mandatory convertible subordinated bonds due 2013 are convertible into between 10,416,700 and 12,499,925 shares of common stock, of which a weighted-average number of potential common shares of 10,416,700 were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2012 and 2011, as such shares would have been anti-dilutive.

 

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2. Summary of Recent Accounting Pronouncements

Fair Value Measurement

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting update that amends Accounting Standards Codification (“ASC”) 820 - “Fair Value Measurement” regarding fair value measurements and disclosure requirements. The amendments were effective for Nielsen as of January 1, 2012. The adoption of this update did not have a significant impact on the Company’s condensed consolidated financial statements.

Presentation of Comprehensive Income

In June 2011, the FASB issued an accounting update that amends ASC 220 - “Presentation of Comprehensive Income”, which eliminates the option to present other comprehensive income and its components in the statement of equity. The Company has presented the items of net income and other comprehensive income in two separate, but consecutive statements and this amended guidance does not have any other impact on the Company’s condensed consolidated financial statements.

Testing Goodwill for Impairment

In September 2011, the FASB issued an accounting update that amends ASC 350 - “Goodwill and Other Intangible Assets”, which is intended to simplify goodwill impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. The amended guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The Company will apply the updated guidance to its October 1, 2012 annual impairment test and has considered the results of its 2011 impairment test in forming the basis for its assumptions upon adoption of this update. The adoption of this update will not have a significant impact on the Company’s consolidated financial statements.

3. Business Acquisitions

For the six months ended June 30, 2012, Nielsen paid cash consideration of $74 million associated with both current period and previously executed acquisitions, net of cash acquired. Had the current period acquisitions occurred as of January 1, 2012, the impact on Nielsen’s consolidated results of operations would not have been material.

For the six months ended June 30, 2011, Nielsen paid cash consideration of $96 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2011, the impact on Nielsen’s consolidated results of operations would not have been material.

4. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2012.

 

(IN MILLIONS)		Buy				Watch				Expositions				Total
Balance, December 31, 2011		$	3,055			$	3,540			$	560			$	7,155
Acquisitions, divestitures and other adjustments			14				23				—				37
Effect of foreign currency translation			(1	)			(3	)			—				(4	)
Balance, June 30, 2012		$	3,068			$	3,560			$	560			$	7,188

At June 30, 2012, $141 million of the goodwill is expected to be deductible for income tax purposes.

Other Intangible Assets

 

(IN MILLIONS)		Gross Amounts								Accumulated Amortization
		June 30, 2012				December 31, 2011				June 30, 2012				December 31, 2011
Indefinite-lived intangibles:
Trade names and trademarks		$	1,921			$	1,921			$	—			$	—
Amortized intangibles:
Trade names and trademarks		$	123			$	113			$	(41	)		$	(37	)
Customer-related intangibles			2,854				2,823				(818	)			(747	)
Covenants-not-to-compete			36				32				(23	)			(22	)
Computer software			1,190				1,089				(723	)			(648	)
Patents and other			84				83				(52	)			(46	)
Total		$	4,287			$	4,140			$	(1,657	)		$	(1,500	)

 

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Amortization expense associated with the above intangible assets was $78 million and $79 million for the three months ended June 30, 2012 and 2011, respectively. These amounts included amortization expense associated with computer software of $37 million and $39 million for the three months ended June 30, 2012 and 2011, respectively.

The amortization expense for the six months ended June 30, 2012 and 2011 was $157 million and $158 million, respectively. These amounts included amortization expense associated with computer software of $76 million and $78 million for the six months ended June 30, 2012 and 2011, respectively.

5. Restructuring Activities

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

 

(IN MILLIONS)		Total Initiatives
Balance at December 31, 2011		$	67
Charges			53
Payments			(51	)
Effect of foreign currency translation and reclassification adjustments			(1	)
Balance at June 30, 2012		$	68

Nielsen recorded $16 million and $23 million in restructuring charges, primarily relating to severance cost, for the three months ended June 30, 2012 and 2011, respectively. Nielsen recorded $53 million and $46 million in restructuring charges for the six months ended June 30, 2012 and 2011, respectively, primarily relating to severance costs.

Of the $68 million in remaining liabilities for restructuring actions, $57 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of June 30, 2012.

6. Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

There are three levels of inputs that may be used to measure fair value:

 

Level 1:		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:		Pricing inputs that are generally unobservable and may not be corroborated by market data.

Financial Assets and Liabilities Measured on a Recurring Basis

The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011:

 

(IN MILLIONS)		June 30,     2012				Level 1				Level 2				Level 3
Assets:
Investments in equity securities(1)		$	16			$	16			$	—			$	—
Plan assets for deferred compensation(2)			21				21				—				—
Investment in mutual funds(3)			2				2				—				—
Total		$	39			$	39			$	—			$	—
Liabilities:
Interest rate swap arrangements(4)		$	27			$	—			$	27			$	—
Deferred compensation liabilities(5)			21				21				—				—
Total		$	48			$	21			$	27			$	—

 

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(IN MILLIONS)		December 31,  2011				Level 1				Level 2				Level 3
Assets:
Investments in equity securities(1)		$	21			$	21			$	—			$	—
Plan assets for deferred compensation(2)			20				20				—				—
Investment in mutual funds(3)			2				2				—				—
Total		$	43			$	43			$	—			$	—
Liabilities:
Interest rate swap arrangements(4)		$	24			$	—			$	24			$	—
Deferred compensation liabilities(5)			20				20				—				—
Total		$	44			$	20			$	24			$	—

 

(1)

Investments in equity securities are carried at fair value, which is based on the quoted market price at period end in an active market. These investments are classified as available-for-sale with any unrealized gains or losses resulting from changes in fair value recorded, net of tax, as a component of accumulated other comprehensive income/(loss) until realized.

(2)

Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net.

(3)	Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans.

(4)	Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk.

(5)

The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation.

Derivative Financial Instruments

Nielsen uses interest rate swap derivative instruments principally to manage the risk that changes in interest rates will affect the cash flows of its underlying debt obligations.

To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss).

Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 7 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.

It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in

 

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payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At June 30, 2012, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.

Interest Rate Risk

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction.

As of June 30, 2012 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:

 

Notional Amount

Maturity Date

Currency

Interest rate swaps designated as hedging instruments

US Dollar term loan floating-to-fixed rate swaps

$

500,000,000

November 2012

US Dollar

US Dollar term loan floating-to-fixed rate swaps

$

250,000,000

March 2013

US Dollar

US Dollar term loan floating-to-fixed rate swaps

$

1,000,000,000

November 2013

US Dollar

US Dollar term loan floating-to-fixed rate swaps

$

250,000,000

November 2014

US Dollar

US Dollar term loan floating-to-fixed rate swaps

$

250,000,000

September 2015

US Dollar

US Dollar term loan floating-to-fixed rate swaps

$

125,000,000

November 2015

US Dollar

Euro term loan floating-to-fixed rate swaps

€

125,000,000

November 2015

Euro

Nielsen expects to recognize approximately $17 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.

Fair Values of Derivative Instruments in the Consolidated Balance Sheets

The fair values of the Company’s derivative instruments as of June 30, 2012 and December 31, 2011 were as follows:

 

		June 30, 2012								December 31, 2011
Derivatives Designated as Hedging Instruments (IN MILLIONS)		Accounts Payable and Other Current Liabilities				Other Non- Current Liabilities				Accounts Payable and Other Current Liabilities				Other Non- Current Liabilities
Interest rate swaps		$	8			$	19			$	10			$	14

 

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Derivatives in Cash Flow Hedging Relationships

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2012 and 2011 was as follows:

 

Derivatives in Cash Flow Hedging Relationships (IN MILLIONS)		Amount of Loss Recognized in OCI (Effective Portion) Three Months Ended June 30,								Location of Loss Reclassified from OCI into Income  (Effective Portion)				Amount of Loss Reclassified from OCI into Income (Effective Portion) Three Months Ended June 30,								Amount of Loss Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) Three Months Ended June 30,
		2012				2011								2012				2011				2012				2011
Interest rate swaps		$	7			$	23				Interest expense			$	7			$	5			$	—			$	6

The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2012 and 2011 was as follows:

 

Derivatives in Cash Flow Hedging Relationships (IN MILLIONS)		Amount of Loss Recognized in OCI (Effective Portion) Six Months Ended June 30,								Location of Loss Reclassified from OCI into Income  (Effective Portion)				Amount of Loss Reclassified from OCI into Income (Effective Portion) Six Months Ended June 30,								Amount of Loss Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) Six Months Ended June 30,
		2012				2011								2012				2011				2012				2011
Interest rate swaps		$	15			$	22				Interest expense			$	13			$	10			$	—			$	11

Derivatives Not Designated as Hedging Instruments

The pre-tax effect of derivative instruments not designated as hedges for the six months ended June 30, 2012 and 2011 was as follows:

 

Derivatives Not Designated as Hedging Instruments (IN MILLIONS)		Location of Loss Recognized in Statement of Operations on Derivatives		Six Months Ended June 30,
				2012				2011
Interest rate swaps		Loss on derivative instruments		$	—			$	1

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. The Company’s equity method investments, cost method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

The Company did not measure any material non-financial assets or liabilities at fair value during the three or six months ended June 30, 2012.

 

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7. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of June 30, 2012.

 

(IN MILLIONS)		June 30, 2012												December 31, 2011
		Weighted Interest Rate				Carrying Amount				Fair Value				Weighted Interest Rate				Carrying Amount				Fair Value
USD Senior secured term loan (LIBOR based variable rate of 2.24%) due 2013						$	218			$	218							$	1,287			$	1,270
USD Senior secured term loan (LIBOR based weighted-average variable rate of 3.70%) due 2016							2,326				2,315								2,338				2,290
USD Senior secured term loan (LIBOR based variable rate of 2.49%) due 2017							1,207				1,157								—				—
Euro Senior secured term loan (Euro LIBOR based variable rate of 2.33%) due 2013							33				33								186				183
Euro Senior secured term loan (Euro LIBOR based weighted-average variable rate of 3.91%) due 2016							336				334								345				338
$500 million 8.50% senior secured term loan due 2017							500				539								500				538
$635 million senior secured revolving credit facility (LIBOR based variable rate of 2.99%) due 2016							215				214								—				—
Total senior secured credit facilities (with weighted-average interest rate)			4.05	%			4,835				4,810				4.13	%			4,656				4,619
$325 million 11.50% senior debenture loan due 2016							308				350								307				350
$215 million 11.625% senior debenture loan due 2014							206				236								204				234
$1,080 million 7.75% senior debenture loan due 2018							1,084				1,203								1,084				1,165
€50 million private placement debenture loan (EMTN) due 2012							—				—								65				64
€30 million 6.75% private placement debenture loan (EMTN) due 2012							—				—								39				39
$288 million 6.25% mandatory convertible subordinated bonds due 2013							288				300								288				346
Total debenture loans (with weighted-average interest rate)			10.02	%			1,886				2,089				9.72	%			1,987				2,198
Other loans							2				2								4				4
Total long-term debt			5.73	%			6,723				6,901				5.80	%			6,647				6,821
Capital lease and other financing obligations							111												115
Bank overdrafts							9												1
Total debt and other financing arrangements							6,843												6,763
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings(1)							324												144
Non-current portion of long-term debt and capital lease and other financing obligations						$	6,519											$	6,619

 

(1)	Current portion of long-term debt includes $215 million outstanding under the senior secured revolving credit facility due 2016 and does not include the $288 million mandatory convertible subordinated bonds due 2013 as such bonds will be converted into shares of the Company’s common stock.

The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities.

In February 2012, the Company’s €30 million 6.75% EMTN matured and was repaid and in April 2012, the Company’s €50 million variable rate EMTN matured and was repaid.

 

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

 

(IN MILLIONS)
For July 1, 2012 to December 31, 2012		$	259
2013(2)			629
2014			341
2015			149
2016			3,028
2017			1,233
Thereafter			1,084
		$	6,723

 

(2)	Includes the $288 million mandatory convertible subordinated bonds due 2013.

Amendment to Senior Secured Credit Facility

In February 2012, the Senior Secured Credit Agreement was amended and restated to provide for a new five-year amortizing term loan facility in an aggregate principal amount of $1,222 million, the proceeds from which were used to repay a corresponding amount of the existing senior secured term loans due 2013. The Company accounted for this as a new term loan due 2017 and an extinguishment of the amounts repaid under the existing term loan due 2013 and recorded a charge of $6 million associated with the combined elements of this transaction as a component of other expense, net in the condensed consolidated financial statements.

Borrowings under the new term loan facility bear interest at a rate as determined by the type of borrowing, equal to either the “base rate” or LIBOR rate, plus, in each case, an applicable margin. The applicable margin on base rate loans under this new term loan facility ranges from 0.75% to 1.50% based on a total leverage ratio. The applicable margin on LIBOR loans under this new term loan facility ranges from 1.75% to 2.50% based on the total leverage ratio. Loans under this new term loan facility mature in full in February 2017, but the maturity date shall be January 2016 if at such time there is more than $750 million in the aggregate of existing other term loans under the Senior Secured Credit Agreement with a maturity of May 2016. The loans under this new term loan facility are required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 10% in the third year, 10% in the fourth year and 70% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.33% of the original principal amount of loans in each of the first three quarters and the remaining principal balance due in February 2017 (unless repayment is required in January 2016 as indicated above)). Loans under this new term loan facility are secured on a pari passu basis with the Company’s existing obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.

8. Stockholders’ Equity

Common stock activity is as follows:

 

		Six Months Ended June 30, 2012
Actual number of shares of common stock outstanding
Beginning of period			359,647,605
Shares of common stock issued through compensation plans			1,358,502
Shares of common stock issued through business combinations			156,235
End of period			361,162,342

Cumulative shares of treasury stock were 303,519 and 459,754 with a corresponding cost of $5 million and $8 million as of June 30, 2012 and December 31, 2011, respectively. No dividends were declared or paid during the six months ended June 30, 2012.

 

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9. Income Taxes

The effective tax rates for the three months ended June 30, 2012 and 2011 were 28% and 37%, respectively. The tax rate for the three months ended June 30, 2012 was higher than the statutory rate as the favorable impact of certain financing activities was offset slightly by the tax rate differences in other jurisdictions where the Company files tax returns. The tax rate for the three months ended June 30, 2011 was higher than the statutory rate as the favorable impact of certain financing activities was offset in part by the tax rate differences in other jurisdictions where the Company files tax returns.

The effective tax rates for the six months ended June 30, 2012 and 2011 were 26% and 46% (benefit), respectively. The tax rate for the six months ended June 30, 2012 was higher than the statutory expense rate as the favorable impact of certain financing activities was offset slightly by the tax rate differences in other jurisdictions where the Company files tax returns. The tax rate benefit for the six months ended June 30, 2011 was higher than the statutory rate benefit would have been primarily due to the favorable impact of certain financing activities and the tax rate differences in other jurisdictions where the Company files tax returns.

Liabilities for unrecognized income tax benefits totaled $92 million and $96 million as of June 30, 2012 and December 31, 2011, respectively. If the Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce the Company’s effective tax rate in future periods.

The Company files numerous consolidated and separate income tax returns in the U.S. Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal income tax examinations for 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2001 through 2010.

The Company is under Canadian audit for the years 2007 and 2008. It is anticipated that these examinations will be completed within the next twelve months. To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination.

10. Commitments and Contingencies

Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period.

11. Segments

The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry. Management aggregates such operating segments into three reporting segments: what consumers buy (“Buy”), consisting principally of market research information and analytical services; what consumers watch (“Watch”), consisting principally of television, online and mobile audience and advertising measurement and corresponding analytics and Expositions, consisting principally of trade shows, events and conferences.

Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations.

 

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Business Segment Information

 

(IN MILLIONS)		Buy				Watch				Expositions				Corporate				Total
Three Months Ended June 30, 2012
Revenues		$	849			$	498			$	38			$	—			$	1,385
Depreciation and amortization		$	49			$	70			$	6			$	2			$	127
Restructuring charges		$	8			$	7			$	—			$	1			$	16
Stock-based compensation expense		$	2			$	1			$	—			$	3			$	6
Other items(1)		$	—			$	—			$	—			$	3			$	3
Operating income/(loss)		$	110			$	134			$	8			$	(15	)		$	237
Business segment income/(loss)(2)		$	169			$	212			$	14			$	(6	)		$	389
Total assets as of June 30, 2012		$	6,805			$	6,581			$	762			$	257			$	14,405
(IN MILLIONS)		Buy				Watch				Expositions				Corporate				Total
Three Months Ended June 30, 2011
Revenues		$	871			$	487			$	38			$	—			$	1,396
Depreciation and amortization		$	50			$	76			$	7			$	2			$	135
Restructuring charges		$	17			$	4			$	1			$	1			$	23
Stock-based compensation expense		$	1			$	1			$	—			$	4			$	6
Other items(1)		$	1			$	—			$	—			$	3			$	4
Operating income/(loss)		$	111			$	118			$	5			$	(16	)		$	218
Business segment income/(loss)(2)		$	180			$	199			$	13			$	(6	)		$	386
Total assets as of December 31, 2011		$	6,782			$	6,560			$	794			$	368			$	14,504
(IN MILLIONS)		Buy				Watch				Expositions				Corporate				Total
Six Months Ended June 30, 2012
Revenues		$	1,648			$	978			$	99			$	—			$	2,725
Depreciation and amortization		$	102			$	140			$	12			$	4			$	258
Restructuring charges		$	39			$	12			$	—			$	2			$	53
Stock-based compensation expense		$	4			$	3			$	—			$	7			$	14
Other items(1)		$	—			$	—			$	—			$	5			$	5
Operating income/(loss)		$	145			$	242			$	38			$	(34	)		$	391
Business segment income/(loss)(2)		$	290			$	397			$	50			$	(16	)		$	721
(IN MILLIONS)		Buy				Watch				Expositions				Corporate				Total
Six Months Ended June 30, 2011
Revenues		$	1,649			$	955			$	94			$	—			$	2,698
Depreciation and amortization		$	98			$	155			$	14			$	4			$	271
Restructuring charges		$	34			$	8			$	1			$	3			$	46
Stock-based compensation expense		$	3			$	2			$	—			$	5			$	10
Other items(1)		$	1			$	—			$	—			$	109			$	110
Operating income/(loss)		$	164			$	211			$	31			$	(137	)		$	269
Business segment income/(loss)(2)		$	300			$	376			$	46			$	(16	)		$	706

 

(1)

Other items include transaction-related costs of $3 million and $5 million for the three and six months ended June 30, 2012, respectively, and transaction-related costs and preparatory costs for Nielsen’s initial public offering of common stock of $4 million and $8 million for the three and six months ended June 30, 2011, respectively. Other items for the six months ended June 30, 2011 also include $102 million for the termination and settlement of the Sponsor Advisory Agreements.

 

(2)	The Company’s chief operating decision making group uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments.

 

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis supplements management’s discussion and analysis of Nielsen Holdings N.V. (“the Company” or “Nielsen”) for the year ended December 31, 2011 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on February 22, 2012, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. 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. 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 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, including but not limited to, those set forth in this Item 2 and Part II, Item 1A, if any, and those noted in our 2011 Annual Report on Form 10-K under “Risk Factors.” Forward-looking statements speak only as of the date of this report or as of the date they were made. We disclaim any intention to update the current expectations or forward-looking statements contained in this report. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

Background and Executive Summary

We are a global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. We deliver critical media and marketing information, analytics and industry expertise about what consumers buy (referred to herein as “Buy”) and what consumers watch on a global and local basis (consumer interaction across the television, online and mobile viewing platforms referred to herein as “Watch”). Our information, insights and solutions help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in approximately 100 countries, including many developing and emerging markets, and hold leading market positions in many of our services and geographies.

We believe that important measures of our results of operations include revenue, operating income and Adjusted EBITDA (defined below). Our long-term financial objectives include consistent revenue growth and expanding operating margins. Accordingly, we are focused on geographic market and service offering expansion to drive revenue growth and improving operating efficiencies including effective resource utilization, information technology leverage and overhead cost management.

Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Typically, before the start of each year, nearly 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments, which provides us with a high degree of stability to our revenue and allows us to effectively manage our profitability and cash flows. We continue to look for growth opportunities through global expansion, specifically within developing markets, as well as through the cross-platform expansion of our insights services and measurement services.

Our restructuring and other productivity initiatives have been focused on a combination of improving operating leverage through targeted cost-reduction programs, business process improvements, portfolio restructuring actions while at the same time investing in key programs to enhance future growth opportunities.

Achieving our business objectives requires us to manage a number of key risk areas. Our growth objective of geographic market and service expansion requires us to maintain the consistency and integrity of our information and underlying processes on a global scale, and to invest effectively our capital in technology and infrastructure to keep pace with our clients’ demands and our competitors. Our operating footprint across approximately 100 countries requires disciplined global and local resource management of internal and third party providers to ensure success. In addition, our high level of indebtedness requires active management of our debt profile, with a focus on underlying maturities, interest rate risk, liquidity and operating cash flows.

Business Segment Overview

Our Buy and Watch segments, which together generate substantially all of our revenues, are built on a foundation of proprietary data assets that are designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses.

 

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Our Buy segment provides Information services, which includes our core tracking and scan data (primarily transactional measurement data and consumer behavior information) and Insights services (primarily comprised of our analytical solutions) to businesses in the consumer packaged goods industry. Our services also enable our clients to better manage their brands, uncover new sources of demand, launch and grow new products, analyze their sales, improve their marketing mix and establish more effective consumer relationships. Our data is used by our clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Our extensive database of retail and consumer information, combined with our advanced analytical capabilities, helps generate strategic insights that influence our clients’ key business decisions. Within our Buy segment, we have two primary geographic groups, developed and developing markets. Developed markets primarily include the United States, Canada, Western Europe, Japan and Australia while developing markets include Latin America, Eastern Europe, Russia, China, India and Southeast Asia.

Our Watch segment provides viewership data and analytics primarily to the media and advertising industries across television, online and mobile screens. Our Watch data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending. We are a leader in providing cross-platform measurement services.

Our Expositions segment operates one of the largest portfolios of business-to-business trade shows and conference events in the United States. Each year, we produce more than 40 trade shows and conference events, which in 2011 connected over 300,000 buyers and sellers across 20 industries.

Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to our segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment.

Factors Affecting Our Financial Results

Acquisitions and Investments in Affiliates

For the six months ended June 30, 2012, we paid cash consideration of $74 million associated with both current period and previously executed acquisitions, net of cash acquired. Had the current period acquisitions occurred as of January 1, 2012, the impact on our consolidated results of operations would not have been material.

For the six months ended June 30, 2011, we paid cash consideration of $96 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2011, the impact on our consolidated results of operations would not have been material.

Foreign Currency

Our financial results are reported in U.S. dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. dollars. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro. The table below sets forth the profile of our revenue by principal currency.

 

		Six Months Ended June 30,
		2012				2011
U.S. Dollar			52	%			50	%
Euro			12	%			14	%
Other Currencies			36	%			36	%
Total			100	%			100	%

As a result, fluctuations in the value of foreign currencies relative to the U.S. dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item 3.—Quantitative and Qualitative Disclosures about Market Risk.” In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. dollar to Euro exchange rate was $1.30 to €1.00 and $1.40 to €1.00 for the six months ended June 30, 2012 and 2011, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which 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 foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by others and, accordingly, the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP nor should such amounts be considered in isolation.

 

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Results of Operations – Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

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

 

		Three Months Ended June 30,
(IN MILLIONS)		2012				2011
Revenues		$	1,385			$	1,396
Cost of revenues, exclusive of depreciation and amortization shown separately below			564				570
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below			441				450
Depreciation and amortization			127				135
Restructuring charges			16				23
Operating income			237				218
Interest income			1				2
Interest expense			(107	)			(114	)
Foreign currency exchange transaction losses, net			(4	)			(10	)
Other income, net			10				9
Income from continuing operations before income taxes and equity in net income of affiliates			137				105
Provision for income taxes			(38	)			(39	)
Equity in net income of affiliates			4				3
Net income			103				69

Net Income to Adjusted EBITDA Reconciliation

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 compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items specifically described below.

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 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. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.

Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

 

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The below table presents a reconciliation from net income to Adjusted EBITDA for the three months ended June 30, 2012 and 2011:

 

		Three Months Ended June 30,
(IN MILLIONS)		2012				2011
Net income		$	103			$	69
Interest expense, net			106				112
Provision for income taxes			38				39
Depreciation and amortization			127				135
EBITDA			374				355
Equity in net income of affiliates			(4	)			(3	)
Other non-operating (income)/expense, net			(6	)			1
Restructuring charges			16				23
Stock-based compensation expense			6				6
Other items(a)			3				4
Adjusted EBITDA		$	389			$	386

 

(a)	Other items include transaction related deal costs of $3 million and $4 million for the three months ended June 30, 2012 and 2011, respectively.

Consolidated Results for the Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

Revenues

Revenues decreased 0.8% to $1,385 million for the three months ended June 30, 2012 from $1,396 million for the three months ended June 30, 2011, or an increase of 3.5% on a constant currency basis, excluding a 4.3% unfavorable impact of changes in foreign currency exchange rates. The decline was driven by a 2.5% decrease within our Buy segment (an increase of 3.4% on a constant currency basis), offset by a 2.3% increase within our Watch segment (4.0% on a constant currency basis). Revenues in our Expositions segment were flat for the period.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues decreased 1.1% to $564 million for the three months ended June 30, 2012 from $570 million for the three months ended June 30, 2011, or an increase of 4.1% on a constant currency basis, excluding a 5.2% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment decreased 1.9% (an increase of 5.8% on a constant currency basis) as the favorable impact of changes in foreign currency exchange rates more than offset investments in the continued global expansion of our services. Costs within our Watch segment decreased 1.6% (flat on a constant currency basis).

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

Selling, general and administrative expenses decreased 2.0% to $441 million for the three months ended June 30, 2012 from $450 million for the three months ended June 30, 2011, or an increase of 1.4% on a constant currency basis, excluding a 3.4% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment decreased 1.2% (an increase of 3.2% on a constant currency basis) due primarily to the favorable impact of changes in foreign currency exchange rates offsetting increased spending on the global expansion of our business. Costs within our Watch segment increased 2.0% (4.0% on a constant currency basis) due primarily to increased investment in product development initiatives. Corporate costs declined $5 million as a result of lower spending on global initiatives.

Depreciation and Amortization

Depreciation and amortization expense was $127 million for the three months ended June 30, 2012 as compared to $135 million for the three months ended June 30, 2011. Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations decreased to $40 million for the three months ended June 30, 2012 from $49 million for the three months ended June 30, 2011 resulting from lower amortization on purchase price adjustments for certain assets that became fully amortized in the second quarter of 2011. This decline was slightly offset by increases in depreciation and amortization expense associated with ongoing capital expenditures.

 

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Restructuring Charges

We recorded $16 million and $23 million in restructuring charges relating to employee severance associated with productivity initiatives during the three months ended June 30, 2012 and 2011, respectively.

Operating Income

Operating income for the three months ended June 30, 2012 was $237 million as compared to $218 million for the three months ended June 30, 2011. Operating income within our Buy segment was $110 million for the three months ended June 30, 2012 as compared to $111 million for the three months ended June 30, 2011. Operating income within our Watch segment was $134 million for the three months ended June 30, 2012 as compared to $118 million for the three months ended June 30, 2011. Operating income within our Expositions segment was $8 million for the three months ended June 30, 2012 as compared to $5 million for the three months ended June 30, 2011. Corporate operating expenses were $15 million for the three months ended June 30, 2012 as compared to $16 million for the three months ended June 30, 2011.

Interest Expense

Interest expense was $107 million for the three months ended June 30, 2012 as compared to $114 million for the three months ended June 30, 2011. The decline related to the impact of debt retirements from our initial public offering of common stock in 2011 and lower interest costs on derivative instruments, partially offset by increases in interest costs associated with our senior secured term loans.

Foreign Currency Exchange Transaction Losses, Net

Foreign currency exchange transaction losses, net, represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.28 to €1.00 for the three months ended June 30, 2012 as compared to $1.44 to €1.00 for the three months ended June 30, 2011.

We incurred losses of $4 million and $10 million for the three months ended June 30, 2012 and 2011, respectively, resulting primarily from fluctuations in certain foreign currencies associated with intercompany transactions.

Other Income, Net

Other income, net amounts of $10 million and $9 million for the three months ended June 30, 2012 and 2011, respectively, primarily relate to gains associated with acquisitions of previously nonconsolidated subsidiaries.

Income Taxes

The effective tax rates for the three months ended June 30, 2012 and 2011 were 28% and 37%, respectively. The tax rate for the three months ended June 30, 2012 was higher than the statutory rate as the favorable impact of certain financing activities was offset slightly by the tax rate differences in other jurisdictions where we file tax returns. The tax rate for the three months ended June 30, 2011 was higher than the statutory rate as the favorable impact of certain financing activities was offset in part by the tax rate differences in other jurisdictions where we file tax returns.

Liabilities for unrecognized income tax benefits totaled $92 million and $96 million as of June 30, 2012 and December 31, 2011, respectively. If our tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce our effective tax rate in future periods.

Adjusted EBITDA

Adjusted EBITDA increased 0.8% to $389 million for the three months ended June 30, 2012 from $386 million for the three months ended June 30, 2011, or 4.9% on a constant currency basis, excluding a 4.1% unfavorable impact of changes in foreign currency exchange rates. See “Results of Operations – Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011” for the reconciliation of net income to Adjusted EBITDA.

 

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Business Segment Results for the Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

Revenues

The table below sets forth our segment revenue performance data for the three months ended June 30, 2012 compared to the three months ended June 30, 2011, both on an as-reported and constant currency basis.

 

(IN MILLIONS)		Three Months Ended June 30, 2012 Reported				Three Months Ended June 30, 2011 Reported				% Variance 2012 vs. 2011 Reported				Three Months Ended June 30, 2011 Constant Currency				% Variance 2012 vs. 2011 Constant Currency
Revenues by segment
Buy		$	849			$	871				(2.5	)%		$	821				3.4	%
Watch			498				487				2.3	%			479				4.0	%
Expositions			38				38				—				38				—
Total		$	1,385			$	1,396				(0.8	)%		$	1,338				3.5	%

Buy Segment Revenues

Revenues decreased 2.5% to $849 million for the three months ended June 30, 2012 from $871 million for the three months ended June 30, 2011, or an increase of 3.4% on a constant currency basis. The decrease was primarily driven by a 5.9% unfavorable impact of changes in foreign currency exchange rates. Revenues from Developing markets declined 2.4% (an increase of 7.2% on a constant currency basis) as the unfavorable impact of changes in foreign currency exchange rates more than offset increases driven by our customers continuing to expand geographically. Revenues from Developed markets declined 2.6% (an increase of 1.6% on a constant currency basis) as the unfavorable impact of changes in foreign currency exchange rates and decreases in Insights services in Western Europe more than offset increases in spending from existing customers.

Revenues from Information services decreased 2.0% to $639 million for the three months ended June 30, 2012 from $652 million for the three months ended June 30, 2011, or an increase of 4.6% on a constant currency basis. Revenue from Developing markets decreased 2.8% (an increase of 7.7% on a constant currency basis) as the unfavorable impact of changes in foreign currency exchange rates more than offset market-wide growth resulting from the continued expansion of both our retail measurement and consumer panel services to both new and existing customers and new markets. Revenue from Developed markets decreased 1.6% (an increase of 3.1% on a constant currency basis) as the unfavorable impact of changes in foreign currency exchange rates more than offset growth in retail measurement services in North America and Western Europe.

Revenues from Insights services decreased 4.1% to $210 million for the three months ended June 30, 2012 from $219 million for the three months ended June 30, 2011, or flat on a constant currency basis as growth in North America and Developing markets was offset by the unfavorable impact of changes in foreign currency exchange rates and decreases in Western Europe.

Watch Segment Revenues

Revenues increased 2.3% to $498 million for the three months ended June 30, 2012 from $487 million for the three months ended June 30, 2011, or 4.0% on a constant currency basis, as 4.7% growth in Television measurement (5.7% on a constant currency basis) was partially offset by the unfavorable impact of changes in foreign currency exchange rates. Television measurement growth was driven by increases in spending from existing customers.

Expositions Segment Revenues

Revenues of $38 million for the three months ended June 30, 2012 were flat as compared to the three months ended June 30, 2011.

 

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Business Segment Profitability

We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended June 30, 2012 and 2011, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, stock-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group and other members of management use 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. These non-GAAP measures should not be considered as an alternative to net income/(loss), operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

 

THREE MONTHS ENDED JUNE 30, 2012 (IN MILLIONS)		Operating Income/(Loss)				Restructuring Charges				Depreciation and Amortization				Stock-Based Compensation Expense				Other Items(1)				Non-GAAP Business Segment Income/(Loss)
Buy		$	110			$	8			$	49			$	2			$	—			$	169
Watch			134				7				70				1				—				212
Expositions			8				—				6				—				—				14
Corporate and Eliminations			(15	)			1				2				3				3				(6	)
Total Nielsen		$	237			$	16			$	127			$	6			$	3			$	389
THREE MONTHS ENDED JUNE 30, 2011 (IN MILLIONS)		Operating Income/(Loss)				Restructuring Charges				Depreciation and Amortization				Stock-Based Compensation Expense				Other Items(1)				Non-GAAP Business Segment Income/(Loss)
Buy		$	111			$	17			$	50			$	1			$	1			$	180
Watch			118				4				76				1				—				199
Expositions			5				1				7				—				—				13
Corporate and Eliminations			(16	)			1				2				4				3				(6	)
Total Nielsen		$	218			$	23			$	135			$	6			$	4			$	386

 

(1)	Other items include transaction-related costs of $3 million and $4 million for the three months ended June 30, 2012 and 2011, respectively.

 

(IN MILLIONS)		Three Months Ended June 30, 2012 Reported				Three Months Ended June 30, 2011 Reported				% Variance 2012 vs. 2011 Reported				Three Months Ended June 30, 2011 Constant Currency				% Variance 2012 vs. 2011 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Buy		$	169			$	180				(6.1	)%		$	167				1.2	%
Watch			212				199				6.5	%			197				7.6	%
Expositions			14				13				7.7	%			13				7.7	%
Corporate and Eliminations			(6	)			(6	)			NM				(6	)			NM
Total Nielsen		$	389			$	386				0.8	%		$	371				4.9	%

 

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Buy Segment Profitability

Operating income was $110 million for the three months ended June 30, 2012 as compared to $111 million for the three months ended June 30, 2011 as the as the unfavorable impact of changes in foreign currency exchange rates more than offset the constant currency revenue performance mentioned above and lower restructuring charges. Non-GAAP business segment income increased 1.2% on a constant currency basis.

Watch Segment Profitability

Operating income was $134 million for the three months ended June 30, 2012 as compared to $118 million for the three months ended June 30, 2011. The increase was driven by the revenue performance discussed above, the impact of productivity initiatives and decreased depreciation and amortization expense. Non-GAAP business segment income increased 7.6% on a constant currency basis.

Expositions Segment Profitability

Operating income was $8 million for the three months ended June 30, 2012 as compared to $5 million for the three months ended June 30, 2011 driven primarily by lower restructuring and depreciation expense. Non-GAAP business segment income increased 7.7% on a constant currency basis.

Corporate Expenses and Eliminations

Operating expenses were $15 million for the three months ended June 30, 2012 as compared to $16 million for the three months ended June 30, 2011 due primarily to lower stock-based compensation expense.

Results of Operations – Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

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

 

		Six Months Ended June 30,
(IN MILLIONS)		2012				2011
Revenues		$	2,725			$	2,698
Cost of revenues, exclusive of depreciation and amortization shown separately below			1,129				1,119
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below			894				993
Depreciation and amortization			258				271
Restructuring charges			53				46
Operating income			391				269
Interest income			2				3
Interest expense			(213	)			(254	)
Loss on derivative instruments			—				(1	)
Foreign currency exchange transaction losses, net			(13	)			(3	)
Other income/(expense), net			4				(221	)
Income/(loss) from continuing operations before income taxes and equity in net income of affiliates			171				(207	)
(Provision)/benefit for income taxes			(45	)			95
Equity in net income of affiliates			2				1
Income/(loss) from continuing operations			128				(111	)
Loss from discontinued operations, net of tax			—				(1	)
Net income/(loss)			128				(112	)

 

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Net Income/(Loss) to Adjusted EBITDA Reconciliation

The below table presents a reconciliation from net income/(loss) to Adjusted EBITDA for the six months ended June 30, 2012 and 2011:

 

		Six Months Ended June 30,
(IN MILLIONS)		2012				2011
Net income/(loss)		$	128			$	(112	)
Loss from discontinued operations, net			—				1
Interest expense, net			211				251
Provision/(benefit) for income taxes			45				(95	)
Depreciation and amortization			258				271
EBITDA			642				316
Equity in net income of affiliates			(2	)			(1	)
Other non-operating expense, net			9				225
Restructuring charges			53				46
Stock-based compensation expense			14				10
Other items(a)			5				110
Adjusted EBITDA		$	721			$	706

 

(a)

Other items for the six months ended June 30, 2012, include costs associated with our secondary public offering of common stock and other transaction-related costs of $5 million. Other items for the six months ended June 30, 2011, primarily consist of Sponsor Advisory Fees (including termination payments of $102 million), preparatory costs related to our initial public offering and other transaction-related costs.

Consolidated Results for the Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

Revenues

Revenues increased 1.0% to $2,725 million for the six months ended June 30, 2012 from $2,698 million for the six months ended June 30, 2011, or 3.8% on a constant currency basis, which excludes a 2.8% unfavorable impact of changes in foreign currency exchange rates. Revenues within our Buy segment were flat during the period (4.0% increase on a constant currency basis), while revenues within our Watch segment increased 2.4% (3.5% on a constant currency basis) and revenues within our Expositions segment increased 5.3%.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased 0.9% to $1,129 million for the six months ended June 30, 2012 from $1,119 million for the six months ended June 30, 2011, or 4.2% on a constant currency basis, excluding a 3.3% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 0.8% (5.6% on a constant currency basis) due primarily to investments in the continued global expansion of our services. Costs within our Watch segment were flat as the impact of productivity initiatives offset increases in spending on product portfolio management initiatives.

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

Selling, general and administrative expenses decreased 10.0% to $894 million for the six months ended June 30, 2012 from $993 million for the six months ended June 30, 2011, or 8.2% on a constant currency basis, excluding a 1.8% favorable impact of changes in foreign currency exchange rates. Costs within our Buy segment increased 0.5% (3.2% on a constant currency basis) due primarily to increases in client service costs and other investments associated with the global expansion of our services. Costs within our Watch segment increased 2.4% (3.9% on a constant currency basis) due primarily to increased investment in product development initiatives. Corporate costs decreased by approximately $105 million primarily as a result of a $102 million charge for the termination and settlement of the Sponsor Advisory Agreements in 2011.

Depreciation and Amortization

Depreciation and amortization expense was $258 million for the six months ended June 30, 2012 as compared to $271 million for the six months ended June 30, 2011. Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations decreased to $82 million for the six months ended June 30, 2012 from $99 million for the six months ended June 30, 2011 resulting from lower amortization on purchase price adjustments for certain assets that became fully amortized. This decline was primarily offset by increases in depreciation and amortization expense associated with higher capital expenditures.

 

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Restructuring Charges

We recorded $53 million and $46 million in restructuring charges relating to employee severance associated with productivity initiatives during the six months ended June 30, 2012 and 2011, respectively.

Operating Income

Operating income for the six months ended June 30, 2012 was $391 million as compared to operating income of $269 million for the six months ended June 30, 2011. Operating income within our Buy segment was $145 million for the six months ended June 30, 2012 as compared to $164 million for the six months ended June 30, 2011. Operating income within our Watch segment was $242 million for the six months ended June 30, 2012 as compared to $211 million for the six months ended June 30, 2011. Operating income within our Expositions segment was $38 million for the six months ended June 30, 2012 as compared to $31 million for the six months ended June 30, 2011. Corporate operating expenses were $34 million for the six months ended June 30, 2012 as compared to $137 million for the six months ended June 30, 2011.

Interest Expense

Interest expense was $213 million for the six months ended June 30, 2012 compared to $254 million for the six months ended June 30, 2011. The decline related to the impact of debt retirements from our initial public offering of common stock in 2011, partially offset by increases in interest costs associated with our senior secured term loans.

Foreign Currency Exchange Transaction Losses, Net

Foreign currency exchange transaction losses, net, represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, particularly the Euro, have a significant effect on our operating results. The average U.S. Dollar to Euro exchange rate was $1.30 to €1.00 for the six months ended June 30, 2012 as compared to $1.40 to €1.00 for the six months ended June 30, 2011.

We incurred $13 million and $3 million in foreign currency exchange losses for the six months ended June 30, 2012 and 2011, respectively. The loss in 2012 resulted primarily from fluctuations in certain currencies associated with a portion of our intercompany loan portfolio. The loss in 2011 resulted primarily from fluctuations in certain currencies associated with a portion of our intercompany loan portfolio partially offset by the fluctuation in Japanese Yen as compared to the Euro applied to a debenture loan.

Other Income/(Expense), Net

The $4 million of other income amount for the six months ended June 30, 2012 primarily relates to a $10 million gain on the purchase of a previously nonconsolidated business, partially offset by the write-off of deferred financing costs and other costs associated with the amendment and restatement of the Senior Secured Credit Facility.

The $221 million other expense amount for the six months ended June 30, 2011 includes charges of approximately $231 million associated with the redemption and subsequent retirement of certain indebtedness through the use of proceeds generated from our initial public offering of common stock and concurrent offering of mandatory convertible subordinated bonds. The charges related to the associated redemption premiums and recognition of previously deferred financing costs. These charges were partially offset by $10 million of other gains primarily related to an acquisition of the remaining interest of a previously nonconsolidated subsidiary.

Income Taxes

The effective tax rates for the six months ended June 30, 2012 and 2011 were 26% and 46% (benefit), respectively. The tax rate for the six months ended June 30, 2012 was higher than the statutory expense rate as the favorable impact of certain financing activities was offset slightly by the tax rate differences in other jurisdictions where we file tax returns. The tax rate benefit for the six months ended June 30, 2011 was higher than the statutory rate benefit would have been primarily due to the favorable impact of certain financing activities and the tax rate differences in other jurisdictions where we file tax returns.

Adjusted EBITDA

Adjusted EBITDA increased 2.1% to $721 million for the six months ended June 30, 2012 from $706 million for the six months ended June 30, 2011, or 4.9% on a constant currency basis, excluding a 2.8% unfavorable impact of changes in foreign currency exchange rates. See “Results of Operations – Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011” for the reconciliation of net income/(loss) to Adjusted EBITDA.

 

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Business Segment Results for the Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

Revenues

The table below sets forth our segment revenue performance data for the six months ended June 30, 2012 compared to the six months ended June 30, 2011, both on an as-reported and constant currency basis.

 

(IN MILLIONS)		Six Months Ended June 30, 2012 Reported				Six Months Ended June 30, 2011 Reported				% Variance 2012 vs. 2011 Reported				Six Months Ended June 30, 2011 Constant Currency				% Variance 2012 vs. 2011 Constant Currency
Revenues by segment
Buy		$	1,648			$	1,649				0.0	%		$	1,585				4.0	%
Watch			978				955				2.4	%			945				3.5	%
Expositions			99				94				5.3	%			94				5.3	%
Total		$	2,725			$	2,698				1.0	%		$	2,624				3.8	%

Buy Segment Revenues

Revenues were flat for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, or an increase of 4.0% on a constant currency basis. Revenues from Developing markets increased 2.0% (8.9% on a constant currency basis) and revenues from Developed markets decreased 1.1% (an increase of 1.7% on a constant currency basis).

Revenues from Information services decreased 0.1% to $1,251 million for the six months ended June 30, 2012 from $1,252 million for the six months ended June 30, 2011, or an increase of 4.3% on a constant currency basis. Revenue from Developing markets increased 1.5% (8.7% on a constant currency basis) as growth driven by the continued expansion of both our retail measurement and consumer panel services to both new and existing customers and new markets was partially offset by the unfavorable impact of changes in foreign currency exchange rates. Revenue from Developed markets decreased 0.8% (an increase of 2.2% on a constant currency basis) as growth in retail measurement services in North America and Western Europe was offset in part by the unfavorable impact of changes in foreign currency exchange rates.

Revenues from Insights services were flat during the period, or an increase of 3.1% on a constant currency basis, as growth in North America and Developing markets was offset by the unfavorable impact of changes in foreign currency exchange rates and decreases in Western Europe.

Watch Segment Revenues

Revenues increased 2.4% to $978 million for the six months ended June 30, 2012 from $955 million for the six months ended June 30, 2011, or 3.5% on a constant currency basis. Television measurement grew 3.9% (4.6% on a constant currency basis) driven by increases in spending from existing customers.

Expositions Segment Revenues

Revenues increased 5.3% to $99 million for the six months ended June 30, 2012 from $94 million for the six months ended June 30, 2011. These increases predominately relate to growth driven by certain sectors of existing shows.

Business Segment Profitability

 

SIX MONTHS ENDED JUNE 30, 2012 (IN MILLIONS)		Operating Income/(Loss)				Restructuring Charges				Depreciation and Amortization				Stock-Based Compensation Expense				Other Items(1)				Non-GAAP Business Segment Income/(Loss)
Buy		$	145			$	39			$	102			$	4			$	—			$	290
Watch			242				12				140				3				—				397
Expositions			38				—				12				—				—				50
Corporate and Eliminations			(34	)			2				4				7				5				(16	)
Total Nielsen		$	391			$	53				258			$	14			$	5			$	721

 

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SIX MONTHS ENDED JUNE 30, 2011 (IN MILLIONS)		Operating Income/(Loss)				Restructuring Charges				Depreciation and Amortization				Stock-Based Compensation Expense				Other Items(1)				Non-GAAP Business Segment Income/(Loss)
Buy		$	164			$	34			$	98			$	3			$	1			$	300
Watch			211				8				155				2				—				376
Expositions			31				1				14				—				—				46
Corporate and Eliminations			(137	)			3				4				5				109				(16	)
Total Nielsen		$	269			$	46				271			$	10			$	110			$	706

 

(1)

Other items for the six months ended June 30, 2012, include costs associated with our secondary public offering of common stock and other transaction-related costs of $5 million. Other items for the six months ended June 30, 2011, primarily consist of Sponsor Advisory Fees (including termination payments of $102 million), costs related to our initial public offering and other transaction-related costs.

 

(IN MILLIONS)		Six Months Ended June 30, 2012 Reported				Six Months Ended June 30, 2011 Reported)				% Variance 2012 vs. 2011 Reported				Six Months Ended June 30, 2011 Constant Currency				% Variance 2012 vs. 2011 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Buy		$	290			$	300				(3.3	)%		$	284				2.1	%
Watch			397				376				5.6	%			373				6.4	%
Expositions			50				46				8.7	%			46				8.7	%
Corporate and Eliminations			(16	)			(16	)			NM				(16	)			NM
Total Nielsen		$	721			$	706				2.1	%		$	687				4.9	%

Buy Segment Profitability

Operating income was $145 million for the six months ended June 30, 2012 as compared to $164 million for the six months ended June 30, 2011 due primarily to higher restructuring charges and increases in depreciation and amortization. The revenue performance mentioned above was partially offset by unfavorable changes in foreign currency exchange rates as well as investments in Developing markets expansion and increases in data acquisition costs. Non-GAAP business segment income increased 2.1% on a constant currency basis.

Watch Segment Profitability

Operating income was $242 million for the six months ended June 30, 2012 as compared to $211 million for the six months ended June 30, 2011. The increase was driven by the revenue performance discussed above and decreased depreciation and amortization expense, offset in part by increased investment in cross-platform measurement initiatives. Non-GAAP business segment income increased 6.4% on a constant currency basis.

Expositions Segment Profitability

Operating income was $38 million for the six months ended June 30, 2012 as compared to $31 million for the six months ended June 30, 2011 driven primarily by the revenue performance discussed above as well as lower restructuring charges. Non-GAAP business segment income increased 8.7% on a constant currency basis.

Corporate Expenses and Eliminations

Operating expenses were $34 million for the six months ended June 30, 2012 as compared to $137 million for the six months ended June 30, 2011 due primarily to the $102 million charge for the termination and settlement of the Sponsor Advisory Agreements in 2011.

 

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Liquidity and Capital Resources

Overview

Our contractual obligations, commitments and debt service requirements over the next several years are significant. We expect that our primary source of liquidity will continue to be cash generated from operations as well as existing cash. Of the $283 million of cash and cash equivalents at June 30, 2012, approximately $245 million was held in jurisdictions outside the U.S. and as a result there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the U.S. We regularly review the amount of cash and cash equivalents held outside of the U.S. to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

At June 30, 2012, our total indebtedness was $6,843 million and we had $215 million in outstanding borrowings and $12 million of outstanding letters of credit under our senior secured revolving credit facility, leaving $408 million available for future borrowing. We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the revolving credit facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next year. In addition we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities) in privately negotiated or open market transactions, by tender offer or otherwise.

Financing Transactions

In February 2012, the Senior Secured Credit Agreement was amended and restated to provide for a new five-year amortizing term loan facility in an aggregate principal amount of $1,222 million, the proceeds from which were used to repay a corresponding amount of the existing senior secured term loans due 2013. We accounted for this as a new term loan due 2017 and an extinguishment of the amounts repaid under the existing term loan due 2013 and recorded a charge of $6 million associated with the combined elements of this transaction as a component of other expense, net in our condensed consolidated financial statements.

Borrowings under this new term loan facility bear interest at a rate as determined by the type of borrowing, equal to either the “base rate” or LIBOR rate, plus, in each case, an applicable margin. The applicable margin on base rate loans under this new term loan facility ranges from 0.75% to 1.50% based on a total leverage ratio. The applicable margin on LIBOR loans under this new term loan facility ranges from 1.75% to 2.50% based on the total leverage ratio. Loans under this new term loan facility mature in full in February 2017, but the maturity date shall be January 2016 if at such time there is more than $750 million in the aggregate of existing other term loans under the Senior Secured Credit Agreement with a maturity of May 2016. The loans under this new term loan facility are required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 10% in the third year, 10% in the fourth year and 70% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.33% of the original principal amount of loans in each of the first three quarters and the remaining principal balance due in February 2017 (unless repayment is required in January 2016 as indicated above)). Loans under this new term loan facility are secured on a pari passu basis with our existing obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.

In February 2012, our €30 million 6.75% EMTN matured and was repaid and in April 2012, our €50 million variable rate EMTN matured and was repaid.

Cash Flows

Operating activities. Net cash provided by operating activities was $113 million for the six months ended June 30, 2012, as compared to $70 million for the six months ended June 30, 2011. Net cash provided by operating activities for the six months ended June 30, 2011 included the $102 million payment for the termination and settlement of the Sponsor Advisory Agreements. Excluding this payment, cash flows from operating activities declined $59 million as compared to the prior period. This decline was driven by the timing of vendor and employee payroll payments, partially offset by favorable client billing performance, the Adjusted EBITDA performance described above and lower interest payments. Our key collections performance measure, days billing outstanding (DBO), remained flat for the period.

Investing activities. Net cash used in investing activities was $226 million for the six months ended June 30, 2012, as compared to $234 million for the six months ended June 30, 2011. The primary driver for the decreased usage of cash from investing activities was the decrease in acquisition payments partially offset by an increase in capital expenditures.

Capital expenditures for property, plant, equipment, software and other assets totaled $152 million for the six months ended June 30, 2012 as compared to $142 million for the six months ended June 30, 2011.

Financing activities. Net cash provided by financing activities was $77 million for the six months ended June 30, 2012 as compared to $97 million for the six months ended June 30, 2011. The decrease in cash flow was driven by the results of the 2012 transactions described under the “Financing Transactions” section above.

Financial Debt Covenants Attributable to TNC B.V.

Financial covenants contained in our Senior Secured Credit Agreement consist of a maximum leverage ratio and a minimum interest coverage ratio as related to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the Senior Secured Credit

 

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Agreement) at the end of any calendar quarter to Covenant EBITDA (as defined in the facility) for the four quarters then ended to exceed a specified threshold. Currently, the maximum permitted ratio is 7.0 to 1.0, with such maximum ratio declining to 6.25 to 1.0 for periods after October 1, 2012.

The interest coverage ratio requires that we not permit the ratio of Covenant EBITDA at the end of any calendar quarter to Consolidated Interest Expense (as defined in the Senior Secured Credit Agreement) for the four quarters then ended to be less than a specified threshold. Currently, the minimum permitted ratio is 1.60 to 1.0, with such minimum ratio declining to 1.50 to 1.0 for periods beginning October 1, 2012.

Failure to comply with either of these covenants would result in an event of default under our Senior Secured Credit Agreement unless waived by our senior credit lenders. An event of default under our Senior Secured Credit Agreement 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 Agreement and these covenants are material to us. As of June 30, 2012, we were in full compliance with the covenants described above.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditure or capital resources.

Summary of Recent Accounting Pronouncements

Fair Value Measurement

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting update that amends Accounting Standards Codification (“ASC”) 820—“Fair Value Measurement” regarding fair value measurements and disclosure requirements. The amendments were effective for us as of January 1, 2012. The adoption of this update did not have a significant impact on our condensed consolidated financial statements.

Presentation of Comprehensive Income

In June 2011, the FASB issued an accounting update that amends ASC 220—“Presentation of Comprehensive Income”, which eliminates the option to present other comprehensive income and its components in the statement of equity. We have presented the items of net income and other comprehensive income in two separate but consecutive statements and this amended guidance does not have any other impact on our condensed consolidated financial statements.

Testing Goodwill for Impairment

In September 2011, the FASB issued an accounting update that amends ASC 350—“Goodwill and Other Intangible Assets”, which is intended to simplify goodwill impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. The amended guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. We will apply the updated guidance to our October 1, 2012 annual impairment test and have considered the results of our 2011 impairment test in forming the basis for our assumptions upon adoption of this update. The adoption of this update will not have a significant impact on our condensed consolidated financial statements.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest rates. We actively monitor these exposures. Historically, in order to manage the volatility relating to these exposures, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Currently we only employ basic contracts, that is, without options, embedded or otherwise. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of our net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. It is our policy not to trade in financial instruments.

 

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Foreign Currency Exchange Risk

We operate globally and predominantly generate revenue and expenses in local currencies. Approximately 48% of our revenues and 49% of our operating costs were generated in currencies other than the U.S. Dollar for the six months ended June 30, 2012. 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. Typically, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $7 million annually, with an immaterial impact on our profitability.

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 primarily 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.

The table below details the percentage of revenues and expenses by currency for the six months ended June 30, 2012:

 

		U.S. Dollar				Euro				Other Currencies
Revenues			52	%			12	%			36	%
Operating costs			51	%			13	%			36	%

Interest Rate Risk

We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy. At June 30, 2012, we had $4,335 million in carrying value of floating-rate debt under our senior secured credit facilities of which $2,533 million was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately $18 million ($43 million without giving effect to any of our interest rate swaps).

Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments, as these transactions were executed with a diversified group of major financial institutions with a minimum investment-grade or better credit rating. Our credit risk exposure is managed through the continuous monitoring of our exposures to such counterparties.

Equity Price Risk

We are not exposed to material equity risk.

 

Item 4.

Controls and Procedures

 

(a)	Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

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The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2012 (the “Evaluation Date”). Based on such evaluation and subject to foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

 

(b)	Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

There have been no material changes to our Legal Proceedings as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 1A.

Risk Factors

There have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered repurchases or sales of our common stock for the three months ended June 30, 2012.

 

Item 3.

Defaults Upon Senior Securities

Not applicable.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

Item 5.

Other Information

Not applicable.

 

Item 6.

Exhibits

The exhibit index attached hereto is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				Nielsen Holdings N.V.         (Registrant)
Date: July 25, 2012				/s/ Jeffrey R. Charlton
				Jeffrey R. Charlton
				Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer

 

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EXHIBIT INDEX

The agreements and other documents filed as exhibits to this quarterly report on Form 10-Q are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 

Exhibit Number		Description of Exhibits
4.3		Fifth Supplemental Indenture, dated as of May 3, 2012, between Marketing Analytics, Inc. an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation and Law Debenture Trust Company of New York, as trustee for the 7.75% Senior Notes due 2018.
4.4		Sixth Supplemental Indenture, dated as of May 3, 2012, between The Perishables Group, Inc. an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation and Law Debenture Trust Company of New York, as trustee for the 7.75% Senior Notes due 2018.
4.5		Sixth Supplemental Indenture, dated as of May 3, 2012, between Marketing Analytics, Inc. an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation and Law Debenture Trust Company of New York, as trustee for the 11 1/2% Senior Notes due 2016.
4.6		Seventh Supplemental Indenture, dated as of May 3, 2012, between The Perishables Group, Inc. an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation and Law Debenture Trust Company of New York, as trustee for the 11 1/2% Senior Notes due 2016.
4.7		Seventh Supplemental Indenture, dated as of May 3, 2012, between Marketing Analytics, Inc. an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation and Law Debenture Trust Company of New York, as trustee for the 11.625% Senior Notes due 2014.
4.8		Eighth Supplemental Indenture, dated as of May 3, 2012, between The Perishables Group, Inc. an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation and Law Debenture Trust Company of New York, as trustee for the 11.625% Senior Notes due 2014.
31.1		CEO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)
31.2		CFO 302 Certification Pursuant to Rule 13a-15(e)/15d-15(e)
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
101		The following financial information from Nielsen Holdings N.V.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2012 and 2011, (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2012 and 2011, (iii) Condensed Consolidated Balance Sheets at June 30, 2012 (Unaudited) and December 31, 2011, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and 2011, and (v) the Notes to Condensed Consolidated Financial Statements.

 

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