Nielsen Reports Fourth Quarter and Full Year 2012 Results and Announces Dividend

  Nielsen Reports Fourth Quarter and Full Year 2012 Results and Announces
  Dividend

  *Revenues for the year increased 1% to $5,612 million, up 4% in constant
    currency
  *Adjusted EBITDA for the year increased 4% to $1,602 million, up 6% in
    constant currency
  *Net income for the year increased to $273 million from $86 million in 2011
  *Adjusted Net Income for the year increased to $704 million from $590
    million in 2011
  *Quarterly dividend policy announced; cash dividend payment of $0.16
    declared for first quarter 2013

Business Wire

NEW YORK -- February 11, 2013

Nielsen Holdings N.V. (NYSE: NLSN), a leading global provider of information
and insights into what consumers buy and watch, today announced financial
results for the fourth quarter and year ended December 31, 2012.

“Nielsen’s fourth quarter results showed strong growth in recurring revenue
and continued margin expansion,” said David Calhoun, Chief Executive Officer
of Nielsen. “Our full year performance demonstrated the overall resilience of
our business despite a tougher environment for corporate spending. We remain
focused on delivering value to clients, investing to grow our business and
expanding our capabilities. We are pleased to deliver enhanced shareholder
value as we begin paying a quarterly dividend. ”

Fourth Quarter 2012 Operating Results

Revenues for the fourth quarter increased 3% to $1,464 million (4% on a
constant currency basis) compared to the fourth quarter of 2011. Our revenue
performance was driven by a 3% increase within our Buy segment (3% on a
constant currency basis), a 5% increase within our Watch segment (5% on a
constant currency basis) and a 19% decrease in our Expositions segment (19% on
a constant currency basis). Global growth in Information services was driven
by increased client investment in retail measurement, including the impact of
additional coverage in the U.S. market. Our Insights services declined
globally due to lower discretionary spending by clients. Our Expositions
segment declined primarily due to the timing of trade shows.

Adjusted EBITDA for the fourth quarter increased 6% to $457 million (6% on a
constant currency basis), compared to the fourth quarter of 2011. We continue
to see the benefits of productivity efforts while strategically reinvesting in
growth initiatives.

Net income for the fourth quarter decreased to $39 million compared to $95
million in the fourth quarter of 2011. The 2012 results included charges of
$70 million, net of tax, related to the redemption of our 11.50% Senior Notes
due 2016 and the prepayment of the 8.50% Senior Secured Term Loan due 2017.
Net income per share, on a diluted basis, was $0.11 compared to $0.26 in the
fourth quarter of 2011.

Adjusted Net Income for the fourth quarter increased to $234 million compared
to $190 million in the fourth quarter of 2011. Adjusted Net Income per share
was $0.62 compared to $0.51 in the fourth quarter of 2011.

Year Ended December 31, 2012 Operating Results

Revenues for full year 2012 increased 1% to $5,612 million, or 4% on a
constant currency basis compared to 2011. Revenues within our Buy segment were
flat (4% increase on a constant currency basis), revenues within our Watch
segment increased 3% (4% on a constant currency basis) and revenues within our
Expositions segment increased 2% (2% on a constant currency basis).

Adjusted EBITDA for full year 2012 increased 4% to $1,602 million, or 6% on a
constant currency basis compared to 2011.

Net income for full year 2012 was $273 million compared to $86 million in
2011. The 2012 results included charges of $70 million, net of tax, related to
the redemption of our 11.50% Senior Notes due 2016 and the prepayment of the
8.50% Senior Secured Term Loan due 2017. The 2011 results included charges of
$206 million, net of tax, related to the redemption and prepayment of debt
with IPO proceeds. Net income per share, on a diluted basis, was $0.75
compared to $0.24 in 2011.

Adjusted Net Income for full year 2012 increased to $704 million compared to
$590 million in 2011. Adjusted Net Income per share was $1.87 compared to
$1.61 in 2011.

Financial Position

As of December 31, 2012, cash balances were $288 million and gross debt was
$6,296 million, excluding the $288 million mandatory convertible subordinated
bonds due in February 2013. Net debt (gross debt less cash and cash
equivalents) was $6,008 million and our net debt leverage ratio was 3.75x at
the end of 2012. Capital expenditures were $358 million for full year 2012 as
compared to $367 million in 2011. Cash paid for interest, net of amounts
capitalized, was $384 million for full year 2012 as compared to $446 million
in 2011.

Dividend Policy

On January 31, 2013, our board of directors adopted a cash dividend policy
with the present intent to pay quarterly cash dividends on our outstanding
common stock. The board also declared the first quarterly cash dividend of
$0.16 per share, to be paid on March 20, 2013 to holders of record of our
common stock on March 6, 2013. Our dividend policy and the payment of future
cash dividends are subject to the discretion of the board of directors.

Other Matters

On December 17, 2012, we signed a definitive agreement to acquire Arbitron
Inc. (NYSE: ARB), an international media and marketing research firm, for $48
per share in cash. The transaction has been approved by the board of directors
of both companies and is subject to customary closing conditions, including
regulatory review.

On February 1, 2013, the mandatory convertible subordinated bonds were
converted into 10,416,700 shares of Nielsen’s common stock at a conversion
rate of 1.8116 shares per $50.00 principal amount of the bonds.

Conference Call and Webcast

Nielsen will hold a conference call to discuss fourth quarter and full year
results at 5:00 pm U.S. Eastern Time (ET) on February 11, 2013. The audio and
slides for the call can be accessed live by webcast at http://ir.nielsen.com
or by dialing +1-888-317-6016. Callers outside the U.S. can dial
+1-412-317-6016. The passcode for the call is “Nielsen.” An archive will be
available on the investor relations website after the call.

Forward-looking Statements

This news release includes information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private
Securities Litigation Reform Act of 1995. These statements may be identified
by words such as ‘will’, ‘expect’, ‘should’, ‘could’, ‘shall’ and similar
expressions. These statements are subject to risks and uncertainties, and
actual results and events could differ materially from what presently is
expected. Factors leading thereto may include without limitations general
economic conditions, conditions in the markets Nielsen is engaged in, behavior
of customers, suppliers and competitors, technological developments, the
acquisition of Arbitron, as well as legal and regulatory rules affecting
Nielsen’s business and specific risk factors discussed in other releases and
public filings made by the Company (including the Company’s filings with the
Securities and Exchange Commission). This list of factors is not intended to
be exhaustive. Such forward-looking statements only speak as of the date of
this press release, and we assume no obligation to update any written or oral
forward-looking statement made by us or on our behalf as a result of new
information, future events, or other factors.

About Nielsen

Nielsen Holdings N.V. (NYSE: NLSN) is a global information and measurement
company with leading market positions in marketing and consumer information,
television and other media measurement, online intelligence, mobile
measurement, trade shows and related properties. Nielsen has a presence in
approximately 100 countries, with headquarters in New York, USA and Diemen,
the Netherlands. For more information, visit www.nielsen.com.

Results of Operations:

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

                                                                       
                        Three Months Ended                  Twelve Months Ended
                        December 31,                        December 31,
                        (Unaudited)                         (Unaudited)
(IN MILLIONS
EXCEPT SHARE AND         2012            2011            2012            2011        
PER SHARE DATA)
Revenues                $ 1,464          $ 1,421          $ 5,612          $ 5,532       
                                                                              
Cost of revenues          584               564               2,278             2,237
Selling, general
and                       440               435               1,778             1,888
administrative
expenses
Depreciation and          132               133               520               529
amortization
Restructuring            28              29              84              84          
charges
                                                                              
Operating income         280             260             952             794         
                                                                              
Interest income           1                 1                 4                 6
Interest expense          (94         )     (109        )     (413        )     (477        )
Loss on
derivative                -                 -                 -                 (1          )
instruments
Foreign currency
exchange                  (5          )     (2          )     (17         )     (9          )
transaction
losses, net
Other
(expense)/income,        (121        )    12              (118        )    (209        )
net
                                                                              
Income from
continuing
operations before
income taxes and          61                162               408               104
equity in net
income of
affiliates
Provision for             (26         )     (73         )     (140        )     (22         )
income taxes
Equity in net
income of                4               4               5               3           
affiliates
                                                                              
Income from
continuing                39                93                273               85
operations
Income from
discontinued             -               2               -               1           
operations, net
of tax
                                                                              
Net income                39                95                273               86
Net income
attributable to          -               -               -               2           
noncontrolling
interests
                                                                              
Net income
attributable to         $ 39             $ 95             $ 273            $ 84          
Nielsen
stockholders
                                                                              
Net income per
share of common
stock, basic
Income from
continuing              $ 0.11            $ 0.26            $ 0.75            $ 0.24
operations
Income from
discontinued             -               -               -               -           
operations, net
of tax
Net income
attributable to         $ 0.11            $ 0.26            $ 0.75            $ 0.24
Nielsen
stockholders
Net income per
share of common
stock, diluted
Income from
continuing              $ 0.11            $ 0.26            $ 0.75            $ 0.24
operations
Income from
discontinued             -               -               -               -           
operations, net
of tax
Net income
attributable to         $ 0.11            $ 0.26            $ 0.75            $ 0.24
Nielsen
stockholders
                                                                              
Weighted-average
shares of common
stock                     362,712,063       360,062,174       361,787,868       352,469,181
outstanding,
basic
Dilutive shares          4,261,882       5,071,820       4,523,116       5,032,773   
of common stock
Weighted-average
shares of common
stock                     366,973,945       365,133,994       366,310,984       357,501,954
outstanding,
diluted
                                                                              

Condensed Consolidated Balance Sheets:

The following table sets forth, for the periods indicated, the amounts
included in our Condensed Consolidated Balance Sheets:

                                                       
                                                           December 31,

                                                           (Unaudited)
(IN MILLIONS)                                               2012     2011
                                                                      
Assets:
Current assets
Cash and cash equivalents                                  $ 288      $ 319
Trade receivables, net and other current assets             1,388     1,346
                                                                      
Total current assets                                         1,676      1,665
Non-current assets
Property, plant and equipment, net                           560        609
Goodwill and other intangible assets, net                    11,907     11,716
Other non-current assets                                    448       514
                                                                      
Total assets                                               $ 14,591   $ 14,504
                                                                      
Liabilities and equity:
Current liabilities
Accounts payable, deferred revenue and other current       $ 1,398    $ 1,548
liabilities
Current portion of long-term debt, capital lease            355       144
obligations and short-term borrowings
                                                                      
Total current liabilities                                    1,753      1,692
Non-current liabilities
Long-term debt and capital lease obligations                 6,229      6,619
Other non-current liabilities                               1,625     1,552
                                                                      
Total liabilities                                           9,607     9,863
                                                                      
Total equity                                                4,984     4,641
                                                                      
Total liabilities and equity                               $ 14,591   $ 14,504
                                                                      

Certain Non-GAAP Measures

We use the non-GAAP financial measures discussed below to evaluate the results
of our operations. We believe that the presentation of these non-GAAP measures
provides useful information to investors regarding financial and business
trends related to our results of operations and that when this non-GAAP
financial information is viewed with our GAAP financial information, investors
are provided with a more meaningful understanding of our ongoing operating
performance. None of the non-GAAP measures presented should be considered as
an alternative to net income or loss, operating income or loss, cash flows
from operating activities, total indebtedness or any other performance
measures of operating performance, liquidity or indebtedness derived in
accordance with GAAP. These non-GAAP measures have important limitations as
analytical tools and should not be considered in isolation or as substitutes
for an analysis of our results as reported under GAAP. Our use of these terms
may vary from the use of similarly-titled measures by others in our industry
due to the potential inconsistencies in the method of calculation and
differences due to items subject to interpretation.

Constant Currency Presentation

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

Adjusted EBITDA and Adjusted Net Income

We define Adjusted EBITDA as net income or loss from our consolidated
statements of operations before interest income and expense, income taxes,
depreciation and amortization, restructuring charges, goodwill and intangible
asset impairment charges, stock-based compensation expense and other
non-operating items from our consolidated statements of operations as well as
certain other items considered unusual or non-recurring in nature. We use
Adjusted EBITDA to measure our performance from period to period both at the
consolidated level as well as within our operating segments, to evaluate and
fund incentive compensation programs and to compare our results to those of
our competitors.

We define Adjusted Net Income as net income or loss from our consolidated
statements of operations before income taxes, depreciation and amortization
associated with acquired tangible and intangible assets, restructuring
charges, goodwill and intangible asset impairment charges, other non-operating
items from our consolidated statements of operations and certain other items
considered unusual or non-recurring in nature, reduced by cash paid for income
taxes. Also excluded from Adjusted Net Income is interest expense attributable
to the mandatory convertible subordinated bonds due 2013. Adjusted Net Income
per share of common stock presented on a diluted basis includes potential
common shares associated with stock-based compensation plans that may have
been considered anti-dilutive in accordance with GAAP. The amount also
includes the weighted-average amount of shares of common stock convertible
associated with the mandatory convertible bonds based upon the average price
of our common stock during the period.

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 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
twelve months ended December 31, 2012 and 2011, respectively:

                                                         
                          Three Months Ended                  Twelve Months Ended
                          December 31,                        December 31,
                          (Unaudited)                         (Unaudited)
(IN MILLIONS EXCEPT
SHARE AND PER SHARE        2012           2011            2012           2011        
DATA)
Net income                $ 39              $ 95              $ 273             $ 86
Income from
discontinued                -                 (2          )     -                 (1          )
operations, net of
tax
Interest expense,           93                108               409               471
net
Provision for               26                73                140               22
income taxes
Depreciation and           132             133             520             529         
amortization
                                                                                
EBITDA                      290               407               1,342             1,107
Equity in net
income of                   (4          )     (4          )     (5          )     (3          )
affiliates
Other non-operating         126               (10         )     135               219
expense, net
Restructuring               28                29                84                84
charges
Stock-based
compensation                10                9                 34                27
expense
Other items^(a)            7               1               12              112         
                                                                                
Adjusted EBITDA             457               432               1,602             1,546
Interest expense,           (93         )     (108        )     (409        )     (471        )
net
Depreciation and            (132        )     (133        )     (520        )     (529        )
amortization
Depreciation and
amortization
associated with             43                42                166               182
acquisition-related
tangible and
intangible assets
Cash paid for               (36         )     (40         )     (124        )     (132        )
income taxes
Stock-based
compensation                (10         )     (9          )     (34         )     (27         )
expense
Interest expense
attributable to            5               6               23              21          
mandatory
convertible bonds
                                                                                
Adjusted net income       $ 234            $ 190            $ 704            $ 590         
                                                                                
Adjusted net income
per share of common       $ 0.62           $ 0.51           $ 1.87           $ 1.61        
stock, diluted
                                                                                
Weighted-average
shares of common            362,712,063       360,062,174       361,787,868       352,469,181
stock outstanding,
basic
Dilutive shares of
common stock from           4,261,882         5,071,820         4,523,116         5,032,773
stock compensation
plans
Shares of common
stock convertible
associated with the        10,416,700      10,416,700      10,416,700      9,531,994   
mandatory
convertible bonds
                                                                                
Weighted-average
shares of common           377,390,645     375,550,694     376,727,684     367,033,948 
stock outstanding,
diluted
                                                                                

          For the three and twelve months ended December 31, 2012, other items
          consists primarily of deal related costs. For the three and twelve
  (a)  months ended December 31, 2011, other items consist of Sponsor
          Advisory Fees (including termination payments of $102 million for
          the twelve months ended December 31, 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 December 31, 2012 is as follows:

                                                             
            (IN MILLIONS)
            Total indebtedness as of December 31, 2012                 $ 6,584
            Less: mandatory convertible subordinated bonds due          288
            2013
                                                                       
            Gross debt as of December 31, 2012                           6,296
            Less: cash and cash equivalents as of December 31,          288
            2012
                                                                       
            Net debt as of December 31, 2012                           $ 6,008
                                                                       
            Adjusted EBITDA for the twelve months ended December       $ 1,602
            31, 2012
            Net debt leverage ratio as of December 31, 2012            3.75x

Contact:

Nielsen Holdings N.V.
Investor Relations:
Liz Zale, +1-646-654-4593
or
Media Relations:
Kristie Bouryal, +1-646-654-5577
 
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