Nielsen Reports Third Quarter 2012 Results

Adjusted Net Income and Adjusted Net Income per share of common stock are not presentations made in accordance with GAAP.

The below table presents a reconciliation from net income/(loss) to Adjusted EBITDA and Adjusted Net Income and a reconciliation from weighted-average shares outstanding on a GAAP basis to diluted shares outstanding for the three and nine months ended September 30, 2012 and 2011, respectively:

			Three Months Ended September 30, (Unaudited)							Nine Months Ended September 30, (Unaudited)
(IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)			2012			2011				2012				2011
Net income/(loss)			$	106		$	103			$	234			$	(9	)
Loss from discontinued operations, net of tax				—			—				—				1
Interest expense, net				105			112				316				363
Provision/(benefit) for income taxes				69			44				114				(51	)
Depreciation and amortization				130			125				388				396
EBITDA				410			384				1,052				700
Equity in net loss/(income) of affiliates				1			2				(1	)			1
Other non-operating expense, net				—			4				9				229
Restructuring charges				3			9				56				55
Stock-based compensation expense				10			8				24				18
Other items (a)				—			1				5				111
Adjusted EBITDA				424			408				1,145				1,114
Interest expense, net				(105	)		(112	)			(316	)			(363	)
Depreciation and amortization				(130	)		(125	)			(388	)			(396	)
Depreciation and amortization associated with acquisition-related tangible and intangible assets				41			41				123				140
Cash paid for income taxes				(26	)		(29	)			(88	)			(92	)
Stock-based compensation expense				(10	)		(8	)			(24	)			(18	)
Interest expense attributable to mandatory convertible bonds				6			6				18				15
Adjusted net income			$	200		$	181			$	470			$	400
Adjusted net income per share of common stock, diluted			$	0.53		$	0.48			$	1.25			$	1.10
Weighted-average shares of common stock outstanding, basic				362,016,373			359,381,233				361,477,554				349,910,371
Dilutive shares of common stock from stock compensation plans				4,205,147			5,090,571				4,511,519				5,020,344
Shares of common stock convertible associated with the mandatory convertible bonds				10,416,700			10,416,700				10,416,700				9,233,851
Weighted-average shares of common stock outstanding, diluted				376,638,220			374,888,504				376,405,773				364,164,566

(a)		Other items primarily consist of Sponsor Advisory Fees (including termination payments of $102 million for the nine months ended September 30, 2011), costs related to public offerings and other transaction-related costs.

Net Debt and Net Debt Leverage Ratio

The net debt leverage ratio is defined as net debt (gross debt less cash and cash equivalents) as of the balance sheet date divided by Adjusted EBITDA for the twelve months then ended. Net debt and the net debt leverage ratio are commonly used metrics to evaluate and compare leverage between companies and are not presentations made in accordance with GAAP. The calculation of net debt and the net debt leverage ratio as of September 30, 2012 is as follows:

(IN MILLIONS)
Total indebtedness as of September 30, 2012		$	6,680
Less: mandatory convertible subordinated bonds due 2013			288
Gross debt as of September 30, 2012			6,392
Less: cash and cash equivalents as of September 30, 2012			325
Net debt as of September 30, 2012		$	6,067
Adjusted EBITDA for the year ended December 31, 2011		$	1,546
Less: Adjusted EBITDA for the nine months ended September 30, 2011			1,114
Add: Adjusted EBITDA for the nine months ended September 30, 2012			1,145
Adjusted EBITDA for the twelve months ended September 30, 2012		$	1,577
Net debt leverage ratio as of September 30, 2012		3.8x

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