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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 September 30, 2010
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 333-142546-29
The Nielsen Company B.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | 98-0366864 | |
| (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 ¨ 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 | Smaller reporting company ¨ | |||
| (Do not check if a 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 258,463,857 shares of the registrant’s Common Stock outstanding as of October 27, 2010
Table of Contents
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 | 29 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 49 | ||
| Item 4. | Controls and Procedures | 51 | ||
| PART II. | OTHER INFORMATION | 51 | ||
| Item 1. | Legal Proceedings | 51 | ||
| Item 1A. | Risk Factors | 51 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 51 | ||
| Item 3. | Defaults Upon Senior Securities | 51 | ||
| Item 4. | (Removed and Reserved) | 51 | ||
| Item 5. | Other Information | 51 | ||
| Item 6. | Exhibits | 52 | ||
| Signatures | 53 | |||
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| Item 1. | Condensed Consolidated Financial Statements |
The Nielsen Company B.V.
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (IN MILLIONS) |
2010 | 2009 | 2010 | 2009 | ||||||||||||
| Revenues |
$ | 1,289 | $ | 1,227 | $ | 3,755 | $ | 3,511 | ||||||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
521 | 521 | 1,569 | 1,484 | ||||||||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
414 | 365 | 1,219 | 1,127 | ||||||||||||
| Depreciation and amortization |
142 | 143 | 419 | 409 | ||||||||||||
| Impairment of goodwill and intangible assets |
— | 527 | — | 527 | ||||||||||||
| Restructuring costs/(credits) |
11 | (3 | ) | 33 | 6 | |||||||||||
| Operating income/(loss) |
201 | (326 | ) | 515 | (42 | ) | ||||||||||
| Interest income |
1 | 2 | 3 | 6 | ||||||||||||
| Interest expense |
(169 | ) | (168 | ) | (491 | ) | (480 | ) | ||||||||
| Loss on derivative instruments |
(5 | ) | (21 | ) | (17 | ) | (54 | ) | ||||||||
| Foreign currency exchange transaction (losses)/gains, net |
(5 | ) | (21 | ) | 140 | 10 | ||||||||||
| Other income/(expense) net |
— | — | 9 | (11 | ) | |||||||||||
| Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates |
23 | (534 | ) | 159 | (571 | ) | ||||||||||
| (Provision)/benefit for income taxes |
(2 | ) | 99 | (14 | ) | 124 | ||||||||||
| Equity in net income/(loss) of affiliates |
1 | (33 | ) | 1 | (25 | ) | ||||||||||
| Income/(loss) from continuing operations |
22 | (468 | ) | 146 | (472 | ) | ||||||||||
| Discontinued operations, net of tax |
(11 | ) | (58 | ) | (19 | ) | (58 | ) | ||||||||
| Net income/(loss) |
11 | (526 | ) | 127 | (530 | ) | ||||||||||
| Less: net income attributable to noncontrolling interests |
— | 1 | 1 | 2 | ||||||||||||
| Net income/(loss) attributable to The Nielsen Company B.V. |
$ | 11 | $ | (527 | ) | $ | 126 | $ | (532 | ) | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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The Nielsen Company B.V.
Condensed Consolidated Balance Sheets
| (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) |
September 30, 2010 |
December 31, 2009 |
||||||
| (Unaudited) | ||||||||
| Assets: |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 420 | $ | 511 | ||||
| Trade and other receivables, net of allowances for doubtful accounts and sales returns of $37 and $31 as of September 30, 2010 and December 31, 2009, respectively |
978 | 936 | ||||||
| Prepaid expenses and other current assets |
225 | 195 | ||||||
| Total current assets |
1,623 | 1,642 | ||||||
| Non-current assets |
||||||||
| Property, plant and equipment, net |
583 | 593 | ||||||
| Goodwill |
7,068 | 7,056 | ||||||
| Other intangible assets, net |
4,649 | 4,757 | ||||||
| Deferred tax assets |
74 | 48 | ||||||
| Other non-current assets |
424 | 493 | ||||||
| Total assets |
$ | 14,421 | $ | 14,589 | ||||
| Liabilities and equity: |
||||||||
| Current liabilities |
||||||||
| Accounts payable and other current liabilities |
$ | 935 | $ | 999 | ||||
| Deferred revenues |
398 | 435 | ||||||
| Income tax liabilities |
77 | 82 | ||||||
| Current portion of long-term debt, capital lease obligations and short-term borrowings |
38 | 110 | ||||||
| Total current liabilities |
1,448 | 1,626 | ||||||
| Non-current liabilities |
||||||||
| Long-term debt and capital lease obligations |
8,533 | 8,548 | ||||||
| Deferred tax liabilities |
1,016 | 1,065 | ||||||
| Other non-current liabilities |
531 | 551 | ||||||
| Total liabilities |
11,528 | 11,790 | ||||||
| Commitments and contingencies (Note 13) |
||||||||
| Equity: |
||||||||
| Nielsen stockholders’ equity |
||||||||
| 7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding |
1 | 1 | ||||||
| Common stock, €0.20 par value, 550,000,000 shares authorized and 258,463,857 shares issued at September 30, 2010 and December 31, 2009 |
58 | 58 | ||||||
| Additional paid-in capital |
4,374 | 4,353 | ||||||
| Accumulated deficit |
(1,464 | ) | (1,585 | ) | ||||
| Accumulated other comprehensive loss, net of income taxes |
(85 | ) | (42 | ) | ||||
| Total Nielsen stockholders’ equity |
2,884 | 2,785 | ||||||
| Noncontrolling interests |
9 | 14 | ||||||
| Total equity |
2,893 | 2,799 | ||||||
| Total liabilities and equity |
$ | 14,421 | $ | 14,589 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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The Nielsen Company B.V.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended September 30, |
||||||||
| (IN MILLIONS) |
2010 | 2009 | ||||||
| Operating Activities |
||||||||
| Net income/(loss) |
$ | 127 | $ | (530 | ) | |||
| Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |
||||||||
| Share-based payments expense |
13 | 6 | ||||||
| Loss on sale of discontinued operations, net of tax |
4 | — | ||||||
| Currency exchange rate differences on financial transactions and other (gains)/losses |
(149 | ) | 5 | |||||
| Loss on derivative instruments |
17 | 54 | ||||||
| Equity in net loss from affiliates, net of dividends received |
9 | 33 | ||||||
| Depreciation and amortization |
419 | 414 | ||||||
| Impairment of goodwill and intangible assets |
— | 582 | ||||||
| Changes in operating assets and liabilities, net of effect of businesses acquired and divested: |
||||||||
| Trade and other receivables, net |
(36 | ) | 125 | |||||
| Prepaid expenses and other current assets |
(16 | ) | (19 | ) | ||||
| Accounts payable and other current liabilities and deferred revenues |
(96 | ) | (209 | ) | ||||
| Other non-current liabilities |
(9 | ) | (2 | ) | ||||
| Interest payable |
97 | 102 | ||||||
| Income taxes |
(85 | ) | (239 | ) | ||||
| Net cash provided by operating activities |
295 | 322 | ||||||
| Investing Activities |
||||||||
| Acquisition of subsidiaries and affiliates, net of cash acquired |
(43 | ) | (50 | ) | ||||
| Proceeds from sale of subsidiaries and affiliates, net |
23 | 16 | ||||||
| Additions to property, plant and equipment and other assets |
(125 | ) | (101 | ) | ||||
| Additions to intangible assets |
(101 | ) | (103 | ) | ||||
| Other investing activities |
5 | 17 | ||||||
| Net cash used in investing activities |
(241 | ) | (221 | ) | ||||
| Financing Activities |
||||||||
| Repayments on revolving credit facility |
— | (295 | ) | |||||
| Proceeds from issuances of debt, net of issuance costs |
— | 1,223 | ||||||
| Repayment of debt |
(105 | ) | (898 | ) | ||||
| Decrease in other short-term borrowings |
(13 | ) | (45 | ) | ||||
| Dividends paid to parent company |
(5 | ) | — | |||||
| Stock activity of subsidiaries, settlement of derivatives and other financing activities |
(18 | ) | (169 | ) | ||||
| Net cash used in financing activities |
(141 | ) | (184 | ) | ||||
| Effect of exchange-rate changes on cash and cash equivalents |
(4 | ) | 26 | |||||
| Net decrease in cash and cash equivalents |
(91 | ) | (57 | ) | ||||
| Cash and cash equivalents at beginning of period |
511 | 466 | ||||||
| Cash and cash equivalents at end of period |
$ | 420 | $ | 409 | ||||
| Supplemental Cash Flow Information |
||||||||
| Cash paid for income taxes |
$ | (89 | ) | $ | (106 | ) | ||
| Cash paid for interest, net of amounts capitalized |
$ | (392 | ) | $ | (383 | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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The Nielsen Company B.V.
Notes to Condensed Consolidated Financial Statements (continued)
1. Background and Basis of Presentation
Background
On May 24, 2006, The Nielsen Company B.V. (the “Company” or “Nielsen”) (formerly VNU Group B.V. and VNU N.V.) was acquired through a tender offer to stockholders by Valcon Acquisition B.V. (“Valcon”) (herein referred to as the “Valcon Acquisition”). Valcon’s cumulative purchases totaled 99.4% of Nielsen’s outstanding common stock as of December 31, 2007. In May 2008, Valcon acquired the remaining Nielsen common stock through a statutory squeeze-out procedure pursuant to Dutch legal and regulatory requirements and therefore currently holds 100% of the Company’s outstanding common stock. As part of the Valcon Acquisition, Valcon also acquired all of the 7% preference stock of Nielsen. Valcon also acquired 100% of Nielsen’s preferred B shares which were subsequently canceled during 2006. Nielsen’s common and preferred shares were delisted from the NYSE Euronext on July 11, 2006.
Nielsen, together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Drawing from an extensive and long-standing foundation of consumer measurement, the Company delivers critical media and marketing information, analytics and industry expertise about what consumers watch (consumer interaction with television, online and mobile) and what consumers buy on a global and local basis to its clients. The information, insights and solutions provided to clients help them maintain and strengthen their market positions and identify opportunities for profitable growth. The Company has a presence in approximately 100 countries and holds leading market positions in many of its services and geographies with its headquarters located in Diemen, the Netherlands and New York, USA.
The Company’s business structure is aligned into three reporting segments: What Consumers Watch (media audience measurement and analytics) (“Watch”), What Consumers Buy (consumer purchasing measurement and analytics) (“Buy”) and Expositions. The Watch and Buy segments 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.
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, 2009. 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’s condensed consolidated balance sheets and condensed consolidated statements of cash flows do not reflect the presentation of the December 2009 exit of its Publications operating segment as a discontinued operation. Supplemental cash flows from discontinued operations are not material for either period presented in these condensed consolidated financial statements. Refer to Note 4 to the condensed consolidated financial statements, “Business Divestitures” for additional information regarding discontinued operations.
The Company has evaluated events occurring subsequent to September 30, 2010 for potential recognition or disclosure in the unaudited condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.
2. Summary of Recent Accounting Pronouncements
Consolidation
In January 2010, the Financial Accounting Standards Board (“FASB”) issued updates to its consolidation accounting standards to clarify that the scope of the decrease in ownership provisions applies to: (1) a subsidiary or group of assets that is a business; (2) a subsidiary that is a business that is transferred to an equity method investee or joint venture and (3) an exchange of a group of assets that constitutes a business for a noncontrolling interest in an entity (including an equity method investee or joint venture). If a decrease in ownership occurs in a subsidiary that is not a business, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP. This guidance was effective for Nielsen retroactive to January 1, 2009, however, the guidance did not have an impact on previously issued consolidated financial statements and did not have a material impact on the Company’s condensed consolidated financial statements as of September 30, 2010 or for the three and nine months then ended.
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In June 2009, the FASB issued an update that amends the consolidation guidance applicable to variable interest entities (“VIE”) and changes how a reporting entity evaluates whether an entity is considered the primary beneficiary of a VIE and is therefore required to consolidate such VIE and will also require assessments at each reporting period of which party within the VIE is considered the primary beneficiary and will require a number of new disclosures related to VIE. These updates are effective for fiscal years beginning after November 15, 2009. The adoption of this guidance, effective January 1, 2010, did not have a material impact on the Company’s condensed consolidated financial statements as of September 30, 2010 or for the three and nine months then ended.
Fair Value Measurements
In January 2010, the FASB issued updates to its fair value measurement standards that require entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The Company does not currently have fair value measurements within the Level 3 category and therefore the adoption did not have a material impact on the Company’s condensed consolidated financial statements as of September 30, 2010 or for the three and nine months then ended.
Revenue Recognition
In October 2009, the FASB issued updates to its accounting standards pertaining to multiple-deliverable revenue arrangements requiring entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The guidance eliminates the residual method of revenue allocation and requires revenue to be allocated using the relative selling price method and is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact of the revised accounting standards, but does not expect its adoption to have a material impact on the Company’s condensed consolidated financial statements.
3. Acquisitions and Investments in Affiliates
For the nine months ended September 30, 2010, Nielsen paid cash consideration of $43 million associated with both current period and previously executed acquisitions, net of cash acquired. In conjunction with these acquisitions, Nielsen recorded deferred consideration of $22 million, which is payable through 2013. Had the current period acquisitions occurred as of January 1, 2010, the impact on Nielsen’s consolidated results of operations would not have been material.
For the nine months ended September 30, 2009, Nielsen paid cash consideration of $50 million associated with both current period and previously executed acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions, Nielsen recorded deferred consideration of $24 million, of which $22 million was attributable to a March 2009 acquisition, which in March 2010, was agreed to be settled by a cash payment of $11 million in April 2010 and the issuance of $11 million in equity. Had these acquisitions occurred as of January 1, 2009, the impact on Nielsen’s consolidated results of operations would not have been material.
Scarborough Research
During the third quarter of 2009, the Company concluded that the carrying value of its non-controlling ownership interest in Scarborough Research (“Scarborough”) was impaired as a result of continued declines in customer discretionary spending and the related impact on the launch of new performance tracking and marketing products. The Company deemed this impairment to be other than temporary and, accordingly, recorded an after-tax non-cash impairment charge of $26 million (net of a tax adjustment of $18 million) during the period in “Equity in net loss of affiliates” in the Consolidated Statement of Operations.
4. Business Divestitures
During the nine months ended September 30, 2010, Nielsen received net cash proceeds of $23 million associated with business divestitures, including the sale of its box-office tracking business as well as the remaining properties within the Publications operating segment discussed within discontinued operations below.
During the nine months ended September 30, 2009, the Company received $16 million in net proceeds associated with business divestitures, primarily associated with the sale of the Brazilian trade show properties within its Expositions segment. The impact of these transactions on the Company’s consolidated results of operations was not material.
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Discontinued Operations
Nielsen Publications
In December 2009 Nielsen substantially completed the planned exit of its Publications operating segment through the sale of its media properties, including The Hollywood Reporter and Billboard, to e5 Global Media LLC. The condensed consolidated statements of operations reflect the Publications operating segment as a discontinued operation. Nielsen has completed the exit of the remaining properties and has recorded a net loss on sale of $4 million associated with these divestitures during the nine months ended September 30, 2010.
In October 2010 the Company reached an agreement with the plaintiff in a lawsuit associated with its former Publications operating segment for a $12 million cash settlement, which was paid on October 26, 2010. The Company recorded a $7 million charge (net of tax of $5 million) associated with this settlement, which has been reported as a component of discontinued operations for the three and nine months ended September 30, 2010.
The Company recorded a goodwill impairment charge of $55 million relating to its Publications operating segment in September 2009.
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Summarized results of operations for discontinued operations are as follows:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (IN MILLIONS) |
2010 | 2009 | 2010 | 2009 | ||||||||||||
| Revenues |
$ | — | $ | 25 | $ | 8 | $ | 101 | ||||||||
| Operating loss |
(16 | ) | (68 | ) | (25 | ) | (59 | ) | ||||||||
| Loss from operations before income taxes |
(16 | ) | (70 | ) | (25 | ) | (67 | ) | ||||||||
| Benefit for income taxes |
6 | 12 | 10 | 9 | ||||||||||||
| Loss from operations |
(10 | ) | (58 | ) | (15 | ) | (58 | ) | ||||||||
| Loss on sale, net of tax |
(1 | ) | — | (4 | ) | — | ||||||||||
| Loss from discontinued operations |
$ | (11 | ) | $ | (58 | ) | $ | (19 | ) | $ | (58 | ) | ||||
Nielsen allocated interest to discontinued operations based upon interest expense on debt that was assumed by the acquirers of Nielsen’s discontinued operations and a portion of the consolidated interest expense of Nielsen, based on the ratio of net assets sold as a proportion of consolidated net assets. No interest expense was allocated to discontinued operations for the three or nine months ended September 30, 2010. Interest expense of $2 million and $6 million was allocated to discontinued operations for the three and nine months ended September 30, 2009, respectively.
5. Goodwill and Other Intangible Assets
Goodwill
The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2010.
| (IN MILLIONS) |
Watch | Buy | Expositions | Total | ||||||||||||
| Balance, December 31, 2009 |
$ | 3,434 | $ | 3,066 | $ | 556 | $ | 7,056 | ||||||||
| Acquisitions, divestitures and purchase price adjustments |
9 | 3 | (3 | ) | 9 | |||||||||||
| Effect of foreign currency translation |
(8 | ) | 11 | — | 3 | |||||||||||
| Balance, September 30, 2010 |
$ | 3,435 | $ | 3,080 | $ | 553 | $ | 7,068 | ||||||||
At September 30, 2010, $211 million of the goodwill is expected to be deductible for income tax purposes.
Other Intangible Assets
| (IN MILLIONS) |
Gross Amounts | Accumulated Amortization | ||||||||||||||
| September 30, 2010 |
December 31, 2009 |
September 30, 2010 |
December 31, 2009 |
|||||||||||||
| Indefinite-lived intangibles: |
||||||||||||||||
| Trade names and trademarks |
$ | 1,953 | $ | 1,949 | $ | — | $ | — | ||||||||
| Amortized intangibles: |
||||||||||||||||
| Trade names and trademarks |
$ | 109 | $ | 112 | $ | (27 | ) | $ | (22 | ) | ||||||
| Customer-related intangibles |
2,773 | 2,747 | (582 | ) | (480 | ) | ||||||||||
| Covenants-not-to-compete |
22 | 21 | (19 | ) | (15 | ) | ||||||||||
| Computer software |
903 | 826 | (516 | ) | (421 | ) | ||||||||||
| Patents and other |
64 | 63 | (31 | ) | (23 | ) | ||||||||||
| Total |
$ | 3,871 | $ | 3,769 | $ | (1,175 | ) | $ | (961 | ) | ||||||
Amortization expense for the three months ended September 30, 2010 and 2009 was $78 million and $89 million, respectively. Amortization expense for the nine months ended September 30, 2010 and 2009 was $238 million and $248 million, respectively.
During the third quarter of 2009, the Company conducted an interim impairment test for certain reporting units within its Watch and Expositions segments and assessed the fair value of the intangible assets and the reporting units as compared to the underlying book value. The Company’s impairment assessments resulted in the recognition of a non-cash goodwill impairment charge of $282 million and a non-cash customer-related intangible asset impairment charge of $245 million, during the three months ended September 30, 2009. A deferred tax benefit of $108 million was recognized during the period as a result of these impairment charges.
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Certain of the trade names associated with Nielsen are deemed indefinite-lived intangible assets, as their associated Nielsen brand awareness and recognition has existed for over 50 years and the Company intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.
6. Restructuring Activities
A summary of the changes in the liabilities for restructuring activities is provided below:
| (IN MILLIONS) |
Transformation Initiative |
Other Productivity Initiatives |
Total | |||||||||
| Balance at December 31, 2009 |
$ | 46 | $ | 29 | $ | 75 | ||||||
| (Credits)/charges |
(3 | ) | 36 | 33 | ||||||||
| Payments |
(35 | ) | (19 | ) | (54 | ) | ||||||
| Effect of foreign currency translation and reclassification adjustments |
— | (1 | ) | (1 | ) | |||||||
| Balance at September 30, 2010 |
$ | 8 | $ | 45 | $ | 53 | ||||||
Transformation Initiative
During 2009 the Company continued to execute cost-reduction programs under this initiative through the streamlining and centralization of corporate, operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding, outsourcing or off shoring certain other operational and production processes. The Transformation Initiative has been completed, but payments will continue through 2010.
Nielsen recorded charges of $1 million the three months ended September 30, 2010 and recorded net credits of $3 million for the nine months ended September 30, 2010 associated with adjustments to previously established liabilities for employee severance. Nielsen recorded net credits of $3 million and net charges of $6 million for the three and nine months ended September 30, 2009, respectively, primarily relating to employee severance.
Other Productivity Initiatives
In December 2009, Nielsen commenced certain specific restructuring actions attributable to defined cost-reduction programs directed towards achieving increased productivity in future periods primarily through targeted employee terminations. The Company recorded $10 million and $36 million in restructuring charges associated with these initiatives during the three and nine months ended September 30, 2010. Of these amounts, approximately $7 million related to property lease termination charges with the remainder relating to severance charges associated with employee terminations.
Of the $53 million in remaining liabilities for restructuring actions, $46 million is expected to be paid within one year and is classified as a current liability within the consolidated financial statements as of September 30, 2010.
7. Fair Value of Financial Instruments
The applicable FASB Codification guidance (ASC 820-10) defines fair value 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. | |
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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 September 30, 2010:
| (IN MILLIONS) |
September 30, 2010 |
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Assets: |
||||||||||||||||
| Investments in mutual funds(1) |
$ | 2 | $ | 2 | $ | — | $ | — | ||||||||
| Plan assets for deferred compensation(2) |
16 | 16 | — | — | ||||||||||||
| Total |
$ | 18 | $ | 18 | $ | — | $ | — | ||||||||
| (IN MILLIONS) |
September 30, 2010 |
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Liabilities: |
||||||||||||||||
| Interest rate swap arrangements(3) |
$ | 85 | $ | — | $ | 85 | $ | — | ||||||||
| Deferred compensation liabilities(4) |
16 | 16 | — | — | ||||||||||||
| Total |
$ | 101 | $ | 16 | $ | 85 | $ | — | ||||||||
| (1) | Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. |
| (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 expense, net. |
| (3) | Interest rate swap arrangements are recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. |
| (4) | 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 8 “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.
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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 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 September 30, 2010, Nielsen had no 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. These interest rate swaps have various maturity dates through March 2013. 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.
On March 9, 2010, Nielsen entered into a three-year interest swap to fix the LIBOR-related portion of interest rates for $250 million of the Company’s variable-rate debt at 1.69%. This swap replaced the $500 million notional amount interest rate swap that matured on February 9, 2010. This derivative instrument has been designated as an interest rate cash flow hedge.
In February 2009, Nielsen entered into two three-year forward interest rate swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of the Company’s variable-rate debt at an average rate of 2.47%. The commencement date of the interest rate swaps coincided with the $1 billion notional amount interest rate swap that matured on November 9, 2009. These derivative instruments have been designated as interest rate cash flow hedges.
In February 2009, Nielsen modified the reset interest rate underlying its senior secured term loan and, as a result, the related floating-to-fixed interest rate swap derivative financial instruments became ineffective. Cumulative losses deferred as a component of accumulated other comprehensive loss will be recognized in interest expense over the remaining term of the senior secured term loan being hedged. Beginning in February 2009, Nielsen began recording all changes in fair value of the floating-to-fixed interest rate swaps currently in earnings as a component of loss on derivative instruments.
Nielsen expects to recognize approximately $38 million of pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments, which includes the aforementioned modification.
As of September 30, 2010, 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 | ||||||||
| Interest rate swaps not designated as hedging instruments |
||||||||||||
| US Dollar term loan floating-to-fixed rate swaps |
$ | 1,000,000,000 | November 2010 | US Dollar | ||||||||
| US Dollar term loan floating-to-fixed rate swaps |
$ | 800,000,000 | November 2011 | US Dollar | ||||||||
Foreign Currency Risk
Nielsen has managed its exposure to changes in foreign currency exchange rates attributable to certain of its long-term debt through the use of foreign currency swap derivative instruments. When the derivative financial instrument is deemed to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive loss and recognized contemporaneously with the earnings effects of the hedged item.
Nielsen held a foreign currency swap, which had been designated as a foreign currency cash flow hedge, maturing in May 2010 to hedge its exposure to foreign currency exchange rate movements on its GBP 250 million outstanding 5.625% EMTN debenture notes. In March 2009 the Company purchased and cancelled approximately GBP 101 million of the total GBP 250 million outstanding 5.625% EMTN debenture notes through a tender offer and unwound a portion of the existing swap. Subsequent to the March 2009 tender offer, a notional amount of GBP 149 million with a fixed interest rate of 5.625% had been swapped to a notional amount of €227 million with a fixed interest rate of 4.033%. The swap was fully terminated in June 2009 in conjunction with the Company’s completion of a tender offer for these remaining outstanding debenture notes (see Note 8 “Long-term Debt and Other Financing Arrangements” for more information).
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In March 2009, Nielsen terminated a foreign currency swap, which converted a portion of its Euro-denominated external debt to U.S. Dollar-denominated debt and had an original maturity in February 2010. Nielsen received a cash settlement of approximately $2 million associated with this termination.
The Company terminated all existing foreign currency exchange forward contracts during the first quarter of 2009. Since no hedge designation was made for these contracts, Nielsen recorded a net loss of $5 million for the nine months ended September 30, 2009.
Fair Values of Derivative Instruments in the Condensed Consolidated Balance Sheets
The fair values of our derivative instruments as of September 30, 2010 and December 31, 2009 were as follows:
| September 30, 2010 | December 31, 2009 | |||||||||||||||
| (IN MILLIONS) |
Accounts Payable and Other Current Liabilities |
Other Non- Current Liabilities |
Accounts Payable and Other Current Liabilities |
Other Non- Current Liabilities |
||||||||||||
| Derivatives designated as hedging instruments |
||||||||||||||||
| Interest Rate Swaps |
$ | — | $ | 28 | $ | — | $ | 9 | ||||||||
| Total derivatives designated as hedging instruments |
$ | — | $ | 28 | $ | — | $ | 9 | ||||||||
| Derivatives not designated as hedging instruments |
||||||||||||||||
| Interest Rate Swaps |
$ | 11 | $ | 46 | $ | 48 | $ | 60 | ||||||||
| Total derivatives not designated as hedging instruments |
$ | 11 | $ | 46 | $ | 48 | $ | 60 | ||||||||
Derivatives in Cash Flow Hedging Relationships
The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended September 30, 2010 and 2009 was as follows (amounts in millions):
| Derivatives in Cash Flow Hedging Relationships |
Amount
of Gain/(Loss) Recognized in OCI on Derivative (Effective Portion) Three Months Ended September 30, |
Location of
Gain/(Loss) Reclassified from OCI into Income (Effective Portion) |
Amount of
Gain/ (Loss) Reclassified from OCI into Income (Effective Portion) Three Months Ended September 30, |
Amount of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Three Months Ended September 30, |
||||||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
| Interest Rate Swaps |
$ | (8 | ) | $ | (7 | ) | Interest expense | $ | (3 | ) | $ | — | $ | (13 | ) | $ | (24 | ) | ||||||||
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The pre-tax effect of derivative instruments in cash flow hedging relationships for the nine months ended September 30, 2010 and 2009 was as follows (amounts in millions):
| Derivatives in Cash Flow Hedging Relationships |
Amount
of Gain/(Loss) Recognized in OCI on Derivative (Effective Portion) Nine Months Ended September 30, |
Location of
Gain/(Loss) Reclassified from OCI into Income (Effective Portion) |
Amount of
Gain/ (Loss) Reclassified from OCI into Income (Effective Portion) Nine Months Ended September 30, |
Amount of Gain/ (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Nine Months Ended September 30, |
||||||||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||
| Interest Rate Swaps |
$ | (28 | ) | $ | (25 | ) | Interest expense | $ | (10 | ) | $ | (25 | ) | $ | (41 | ) | $ | (61 | ) | |||||||||
| Foreign Currency Swap |
— | 23 | |
Foreign currency exchange transaction gains/(losses), net |
|
— | 28 | — | — | |||||||||||||||||||
| Total |
$ | (28 | ) | $ | (2 | ) | $ | (10 | ) | $ | 3 | $ | (41 | ) | $ | (61 | ) | |||||||||||
Derivatives Not Designated as Hedging Instruments
The pre-tax effect of derivative instruments not designated as hedges for the three months ended September 30, 2010 and 2009 was as follows (amounts in millions):
| Derivatives Not Designated as Hedging Instruments |
Location of Loss Recognized in Statement of Operations on Derivatives |
Amount of Loss Recognized in Statement of Operations on Derivatives Three Months Ended September 30, |
||||||||
| 2010 | 2009 | |||||||||
| Interest Rate Swaps |
Loss on derivative instruments | $ | (5 | ) | $ | (21 | ) | |||
The pre-tax effect of derivative instruments not designated as hedges for the nine months ended September 30, 2010 and 2009 was as follows (amounts in millions):
| Derivatives Not Designated as Hedging Instruments |
Location of Loss Recognized in Statement of Operations on Derivatives |
Amount of Loss Recognized in Statement of Operations on Derivatives Nine Months Ended September 30, |
||||||||||
| 2010 | 2009 | |||||||||||
| Interest Rate Swaps |
Loss on derivative instruments | $ | (17 | ) | $ | (30 | ) | |||||
| Foreign Currency Swaps |
Loss on derivative instruments | — | (19 | ) | ||||||||
| Foreign Currency Forward Contracts |
Loss on derivative instruments | — | (5 | ) | ||||||||
| Total |
$ | (17 | ) | $ | (54 | ) | ||||||
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8. Long-term Debt and Other Financing Arrangements
Unless otherwise stated, interest rates are as of September 30, 2010.
| (IN MILLIONS) |
September 30, 2010 | December 31, 2009 | ||||||||||||||||||||||
| Weighted Interest Rate |
Carrying Amount |
Fair Value |
Weighted Interest Rate |
Carrying Amount |
Fair Value |
|||||||||||||||||||
| Senior secured term loan ($1,610 million at September 30, 2010 and $2,983 million at December 31, 2009) (LIBOR based variable rate of 2.26%) due 2013 |
$ | 1,527 | $ | 1,470 | $ | 2,918 | $ | 2,715 | ||||||||||||||||
| Senior secured term loan $2,386 million at September 30, 2010 and $1,013 million at December 31, 2009 (LIBOR based variable rate of 4.01%) due 2016 |
2,368 | 2,297 | 1,005 | 948 | ||||||||||||||||||||
| Senior secured term loan (€227 million at September 30, 2010 and €321 million at December 31, 2009) (EURIBOR based variable rate of 2.57%) due 2013 |
290 | 279 | 451 | 423 | ||||||||||||||||||||
| Senior secured term loan (€273 million at September 30, 2010 and €179 million at December 31, 2009) (EURIBOR based variable rate of 4.32%) due 2016 |
363 | 350 | 254 | 238 | ||||||||||||||||||||
| $500 million 8.50% senior secured term loan due 2017 |
500 | 487 | 500 | 493 | ||||||||||||||||||||
| $688 million senior secured revolving credit facility (EURIBOR or LIBOR based variable rate) due 2012 |
— | — | — | — | ||||||||||||||||||||
| Total senior secured credit facilities (with weighted average interest rate) |
4.11 | % | 5,048 | 4,883 | 3.51 | % | 5,128 | 4,817 | ||||||||||||||||
| $1,070 million 12.50% senior subordinated discount debenture loan due 2016 |
969 | 971 | 885 | 809 | ||||||||||||||||||||
| $870 million 10.00% senior debenture loan due 2014 |
869 | 914 | 869 | 905 | ||||||||||||||||||||
| $500 million 11.50% senior debenture loan due 2016 |
466 | 531 | 463 | 517 | ||||||||||||||||||||
| $330 million 11.625% senior debenture loan due 2014 |
306 | 347 | 301 | 337 | ||||||||||||||||||||
| €343 million 11.125% senior discount debenture loan due 2016 |
423 | 420 | 415 | 359 | ||||||||||||||||||||
| €150 million 9.00% senior debenture loan due 2014 |
202 | 209 | 215 | 217 | ||||||||||||||||||||
| €50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate) due 2010 |
— | — | 72 | 67 | ||||||||||||||||||||
| €50 million private placement debenture loan (EMTN) (3-month EURIBOR based variable rate of 2.28%) due 2012 |
67 | 62 | 72 | 66 | ||||||||||||||||||||
| €30 million 6.75% private placement debenture loan (EMTN) due 2012 |
41 | 40 | 44 | 43 | ||||||||||||||||||||
| JPY 4,000 million 2.50% private placement debenture loan (EMTN) due 2011 |
48 | 45 | 45 | 40 | ||||||||||||||||||||
| Total debenture loans (with weighted average interest rate) |
12.32 | % | 3,391 | 3,539 | 12.06 | % | 3,381 | 3,360 | ||||||||||||||||
| Other loans |
5 | 5 | — | — | ||||||||||||||||||||
| Total long-term debt |
7.41 | % | 8,444 | 8,427 | 6.91 | % | 8,509 | 8,177 | ||||||||||||||||
| Capital lease and other financing obligations |
126 | 131 | ||||||||||||||||||||||
| Short-term debt |
— | 3 | ||||||||||||||||||||||
| Bank overdrafts |
1 | 15 | ||||||||||||||||||||||
| Total debt and other financing arrangements |
8,571 | 8,658 | ||||||||||||||||||||||
| Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings |
38 | 110 | ||||||||||||||||||||||
| Non-current portion of long-term debt and capital lease and other financing obligations |
$ | 8,533 | $ | 8,548 | ||||||||||||||||||||
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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.
Maturities of Nielsen’s long-term debt are as follows:
| (IN MILLIONS) |
||||
| For October 1, 2010 to December 31, 2010 |
$ | 7 | ||
| 2011 |
78 | |||
| 2012 |
138 | |||
| 2013 |
1,845 | |||
| 2014 |
1,404 | |||
| 2015 |
27 | |||
| Thereafter |
4,945 | |||
| $ | 8,444 | |||
In January 2009 Nielsen issued $330 million in aggregate principal amount of 11.625 % Senior Notes due 2014 at an issue price of $297 million with cash proceeds of approximately $290 million, net of fees and expenses.
In March 2009 the Company purchased and cancelled approximately GBP 101 million of the total GBP 250 million outstanding 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby the Company paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued interest. In conjunction with the GBP note cancellation the Company satisfied, and paid in cash, a portion of the remarketing settlement value associated with the cancelled notes to the two holders of a remarketing option associated with the notes. In addition, the Company unwound a portion of its existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. The Company recorded a net loss of $3 million as a result of the combined elements of this transaction during the three months ended March 31, 2009 as a component of other expense, net in the condensed consolidated statement of operations. The net cash paid for the combined elements of this transaction was approximately $197 million. The Company completed a tender offer for the remaining outstanding debenture notes in June 2009.
In April 2009 Nielsen issued $500 million in aggregate principal amount of 11.5% Senior Notes due 2016 at an issue price of $461 million with cash proceeds of approximately $452 million, net of fees and expenses.
In June 2009, the Company purchased and cancelled all of its remaining outstanding GBP 149 million 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby the Company paid, and participating note holders received, par value for the notes, plus accrued interest. In conjunction with the GBP note cancellation the Company satisfied, and paid in cash, the remarketing settlement value to the two holders of the remaining portion of the remarketing option associated with the notes. In addition, the Company unwound the remaining portion of its existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. The Company recorded a net loss of approximately $12 million in June 2009 as a component of other expense, net in the condensed consolidated statement of operations as a result of the combined elements of this transaction. The net cash paid for the combined elements of this transaction was approximately $330 million.
In June 2009 Nielsen Finance LLC (“Nielsen Finance”), a wholly owned subsidiary of the Company, entered into a Senior Secured Loan Agreement with Goldman Sachs Lending Partners, LLC, which provides for senior secured term loans in the aggregated principal amount of $500 million (the “New Term Loans”) bearing interest at a fixed rate of 8.50%. The New Term Loans are secured on a pari passu basis with the Company’s existing obligations under its senior secured credit facilities and have a maturity of eight years. The net proceeds from the issuance of the New Term Loans of approximately $481 million were used in their entirety to pay down senior secured term loan obligations under the Company’s existing senior secured credit facilities.
In June 2009 Nielsen Finance received the requisite consent to amend its senior secured credit facilities to permit, among other things: (i) future issuances of additional secured notes or loans, which may include, in each case, indebtedness secured on a pari passu basis with Nielsen Finance’s obligations under the senior secured credit facilities, so long as (a) the net cash proceeds from any such issuance are used to prepay term loans under the senior secured credit facilities at par until $500 million of term loans have been paid, and (b) 90% of the net cash proceeds in excess of the first $500 million from any such issuance (but all of the net cash proceeds after the first $2.0 billion) are used to prepay term loans under the senior secured credit facilities at par; and (ii) allow Nielsen Finance to agree with lenders to extend the maturity of their term loans and revolving commitments and for it to pay increased interest rates or otherwise modify the terms of their loans in connection with such an extension (subject to certain limitations, including mandatory increases of interest rates under certain circumstances) (collectively, the “Amendment”). In connection with the Amendment, Nielsen Finance extended the maturity of $1.26 billion of their existing term loans from August 9, 2013 to May 1, 2016. The interest rate margins of term loans that were extended were increased to
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3.75%. The Amendment and the subsequent extension of maturity of a portion of the existing term loans is considered a modification of the Company’s existing obligations and has been reflected as such in the condensed consolidated financial statements. The Company recorded a charge of approximately $4 million in June 2009 as a component of other expense, net in the condensed consolidated statement of operations primarily relating to the write-off of previously deferred debt issuance costs as a result of this modification.
In May 2010, our €50 million variable rate EMTN matured and was repaid.
Effective July 1, 2010, the Company designated its Euro denominated variable rate senior secured term loans due 2013 and 2016 as non-derivative hedges of its net investment in a European subsidiary. Beginning on July 1, 2010, gains or losses attributable to fluctuations in the Euro as compared to the U.S. Dollar associated with this debenture were recorded to the cumulative translation adjustment within stockholders’ equity, net of income tax. The Company recorded losses of $32 million (net of tax of $21 million) to the cumulative translation adjustment for the three months ended September 30, 2010 associated with changes in foreign currency exchange rates attributable to these loans and therefore no gains or losses were recorded within the Company’s net income/(loss) for the three months ended September 30, 2010. The Company’s net income/(loss) reflected foreign currency exchange gains of $96 million for the nine months ended September 30, 2010 and losses of $32 million and $38 million for the three and nine months ended September 30, 2009, respectively associated with these loans.
On August 12, 2010, Nielsen completed a term loan extension offer in accordance with the terms of its senior secured credit facilities pursuant to which the maturity of $1,373 million and €94 million (collectively approximately $1,495 million) of existing term loans due August 9, 2013 were extended to May 1, 2016. The interest rate margin of term loans that have been extended were increased to 3.75%, subject to a 0.25% decrease based upon the Company attaining certain specified financial metrics, and, separately, subject to a further 0.25% reduction based upon the Company attaining certain credit ratings. This modification resulted in no significant impact to the Company’s consolidated financial statements for any period presented.
Subsequent Events
In October 2010, the Company issued $750 million in aggregate principal amount of 7.75% Senior Notes due 2018 at an issue price of $745 million with cash proceeds of approximately $731 million, net of fees and expenses.
In October 2010, the Company exercised its option to redeem $750 million of its outstanding $869 million ($870 million principal amount) 10.00% Senior Notes due 2014 at a price of 105% of the amount being redeemed. The redemption and subsequent retirement of these notes will result in a loss of approximately $62 million associated with the redemption option premium and recognition of previously deferred debt issuance costs in the fourth quarter of 2010.
In October 2010, the Company voluntarily repaid $13 million and €5 million (collectively approximately $20 million) of its existing term loans due August 2013.
9. Comprehensive Income/(Loss)
The following table sets forth the components of comprehensive income/(loss), net of tax:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (IN MILLIONS) |
2010 | 2009 | 2010 | 2009 | ||||||||||||
| Net income/(loss) |
$ | 11 | $ | (526 | ) | $ | 127 | $ | (530 | ) | ||||||
| Other comprehensive income/(loss), net of tax |
||||||||||||||||
| Unrealized gains/(losses) on: |
||||||||||||||||
| Currency translation adjustments |
88 | 80 | (54 | ) | 242 | |||||||||||
| Available-for-sale securities |
— | (1 | ) | — | (3 | ) | ||||||||||
| Changes in the fair value of cash flow hedges |
5 | 11 | 14 | 23 | ||||||||||||
| Pension liability |
(2 | ) | (1 | ) | (2 | ) | (2 | ) | ||||||||
| Total other comprehensive income/(loss) |
91 | 89 | (42 | ) | 260 | |||||||||||
| Total comprehensive income/(loss) |
102 | (437 | ) | 85 | (270 | ) | ||||||||||
| Comprehensive income attributable to noncontrolling interests |
3 | 2 | 2 | 3 | ||||||||||||
| Total comprehensive income/(loss) attributable to The Nielsen Company B.V. |
$ | 99 | $ | (439 | ) | $ | 83 | $ | (273 | ) | ||||||
10. Share-Based Compensation
The Company recorded $4 million and $13 million in share-based compensation expense for the three and nine months ended September 30, 2010, respectively. No options were granted by the Company during the three months ended September 30, 2010.
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The Company granted 1,742,783 of combined performance and time-based options during the nine months ended September 30, 2010. The weighted-average grant date fair value per share was $11.51 for the options granted in the nine months ended September 30, 2010. No additional significant stock option activity occurred during the three and nine months ended September 30, 2010.
The Company recorded $7 million and $6 million in share-based compensation expense for the three and nine months ended September 30, 2009.
11. Income Taxes
Nielsen has a presence in approximately 100 countries around the world and its earnings are taxed at the applicable local country income tax rate in effect.
The effective tax rates for the three months ended September 30, 2010 and 2009 were 9% expense and 19% (benefit) respectively. The effective tax rates for the nine months ended September 30, 2010 and 2009 were 9% expense and 22% (benefit) respectively.
The effective tax rate for the three months ended September 30, 2010 is lower than the statutory rate primarily due to the favorable effect of certain foreign currency exchange gains, financing activities, the change in unrecognized income tax benefits and the liquidation of certain investments partially offset by the impact of the tax rate differences in other jurisdictions where the Company files tax returns. The effective tax benefit rate for the three months ended September 30, 2009 is lower than the statutory rate primarily due to the impairment of goodwill and other intangibles, income tax true-ups and changes in interest on liabilities for unrecognized income tax benefits partially offset by the favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where the Company files tax returns and changes to unrecognized income tax benefits.
The effective tax rate for the nine months ended September 30, 2010 is lower than the statutory rate primarily due to the favorable effect of certain foreign currency exchange gains, financing activities, the change in unrecognized income tax benefits and the liquidation of certain investments partially offset by the impact of the tax rate differences in other jurisdictions where the Company files tax returns. The effective tax benefit rate for the nine months ended September 30, 2009 is lower than the statutory rate primarily due to the impairment of goodwill and other intangibles, income tax true-ups and changes in interest on liabilities for unrecognized income tax benefits partially offset by the favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where the Company files tax returns and changes to unrecognized income tax benefits.
Liabilities for unrecognized income tax benefits totaled $126 million and $129 million as of September 30, 2010 and December 31, 2009, respectively. The decrease is primarily due to the recognition of certain income tax benefits as a result of statute of limitation expirations as well as fluctuations in foreign currency exchange rates. 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 1997 through 2008.
In the third quarter of 2010, the IRS concluded its audit of the 2006 and 2007 tax years. The Company is under Canadian audit for the years 2006, 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.
12. Related Party Transactions
The Company recorded $3 million and $9 million in selling, general and administrative expenses related to management fees, travel and consulting attributable to a number of the Sponsors for both the three and nine months ended September 30, 2010 and 2009, respectively.
On September 30, 2010, Nielsen declared and paid a €4 million (approximately $5 million) dividend to the former Valcon Acquisition Holdings, B.V., now Nielsen Holdings B.V. (“Dutch Holdco”), the Company’s penultimate parent, in order to fund Dutch Holdco’s redemption of common shares held by certain former employees.
At September 30, 2010, accounts payable and other current liabilities include a $27 million payable to Dutch Holdco, the Company’s penultimate parent, associated with certain Dutch Holdco tax liabilities relating to the Company’s operations.
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13. Commitments and Contingencies
Sunbeam Television Corp.
Sunbeam Television Corp. (“Sunbeam”) filed a lawsuit in Federal District Court in Miami, Florida on April 30, 2009. The lawsuit alleges that Nielsen Media Research, Inc. violated Federal and Florida state antitrust laws and Florida’s unfair trade practices laws by attempting to maintain a monopoly and abuse its position in the market, and breached its contract with Sunbeam by producing defective ratings data through its sampling methodology. The complaint did not specify the amount of damages sought and also sought declaratory and equitable relief. Nielsen believes this lawsuit is without merit and intends to defend it vigorously.
Other Legal Proceedings and Contingencies
Nielsen is subject to litigation and other claims in the ordinary course of business.
14. 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 reportable segments: What Consumers Watch (“Watch”), consisting principally of television ratings, television, internet and mobile audience and advertising measurement and corresponding analytics; What Consumers Buy (“Buy”), consisting principally of market research information and analytical services; 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.
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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. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the products and services offered and geographic areas of operations.
Business Segment Information
Three months ended September 30, 2010 and September 30, 2009
| (IN MILLIONS) |
Watch | Buy | Expositions | Corporate | Total | |||||||||||||||
| Three Months Ended September 30, 2010 |
||||||||||||||||||||
| Revenues |
$ | 418 | $ | 808 | $ | 63 | $ | — | $ | 1,289 | ||||||||||
| Depreciation and amortization |
$ | 80 | $ | 53 | $ | 7 | $ | 2 | $ | 142 | ||||||||||
| Restructuring costs |
$ | 2 | $ | 5 | $ | — | $ | 4 | $ | 11 | ||||||||||
| Share-Based Compensation |
$ | — | $ | 2 | $ | — | $ | 2 | $ | 4 | ||||||||||
| Operating income/(loss) |
$ | 81 | $ | 107 | $ | 29 | $ | (16 | ) | $ | 201 | |||||||||
| Total assets as of September 30, 2010 |
$ | 6,500 | $ | 6,701 | $ | 821 | $ | 399 | $ | 14,421 | ||||||||||
| (IN MILLIONS) |
Watch | Buy | Expositions | Corporate | Total | |||||||||||||||
| Three Months Ended September 30, 2009 |
||||||||||||||||||||
| Revenues |
$ | 413 | $ | 756 | $ | 58 | $ | — | $ | 1,227 | ||||||||||
| Depreciation and amortization |
$ | 69 | $ | 63 | $ | 10 | $ | 1 | $ | 143 | ||||||||||
| Impairment of goodwill and intangible assets |
$ | 402 | $ | — | $ | 125 | $ | — | $ | 527 | ||||||||||
| Restructuring costs/(credits) |
$ | 1 | $ | (5 | ) | $ | 1 | $ | — | $ | (3 | ) | ||||||||
| Share-Based Compensation |
$ | 2 | $ | 2 | $ | — | $ | 3 | $ | 7 | ||||||||||
| Operating (loss)/income |
$ | (313 | ) | $ | 95 | $ | (101 | ) | $ | (7 | ) | $ | (326 | ) | ||||||
| Total assets as of December 31, 2009 |
$ | 6,556 | $ | 6,706 | $ | 857 | $ | 470 | $ | 14,589 | ||||||||||
| Nine months ended September 30, 2010 and September 30, 2009 |
||||||||||||||||||||
| (IN MILLIONS) |
Watch | Buy | Expositions | Corporate | Total | |||||||||||||||
| Nine Months Ended September 30, 2010 |
||||||||||||||||||||
| Revenues |
$ | 1,255 | $ | 2,350 | $ | 150 | $ | — | $ | 3,755 | ||||||||||
| Depreciation and amortization |
$ | 226 | $ | 162 | $ | 21 | $ | 10 | $ | 419 | ||||||||||
| Restructuring costs |
$ | 7 | $ | 13 | $ | — | $ | 13 | $ | 33 | ||||||||||
| Share-Based Compensation |
$ | 2 | $ | 5 | $ | — | $ | 6 | $ | 13 | ||||||||||
| Operating income/(loss) |
$ | 237 | $ | 287 | $ | 55 | $ | (64 | ) | $ | 515 | |||||||||
| (IN MILLIONS) |
Watch | Buy | Expositions | Corporate | Total | |||||||||||||||
| Nine Months Ended September 30, 2009 |
||||||||||||||||||||
| Revenues |
$ | 1,209 | $ | 2,143 | $ | 159 | $ | — | $ | 3,511 | ||||||||||
| Depreciation and amortization |
$ | 204 | $ | 169 | $ | 29 | $ | 7 | $ | 409 | ||||||||||
| Impairment of goodwill and intangible assets |
$ | 402 | $ | — | $ | 125 | $ | — | $ | 527 | ||||||||||
| Restructuring costs/(credits) |
$ | 6 | $ | (3 | ) | $ | 2 | $ | 1 | $ | 6 | |||||||||
| Share-Based Compensation |
$ | 1 | $ | 3 | $ | — | $ | 2 | $ | 6 | ||||||||||
| Operating (loss)/income |
$ | (160 | ) | $ | 245 | $ | (91 | ) | $ | (36 | ) | $ | (42 | ) | ||||||
15. Guarantor Financial Information
The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the condensed consolidating balance sheet as of September 30, 2010 and December 31, 2009 and condensed consolidating statements of operations and cash flows for three and nine months ended September 30, 2010 and 2009. The Senior Notes and the Senior Subordinated Discount Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., Nielsen Business Media Holding Company, TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen Business Media Holding Company, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are the Company and the subsidiary issuers (Nielsen Finance LLC and Nielsen Finance Co.), both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.
Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.
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The Nielsen Company B.V.
Condensed Consolidating Statement of Operations (Unaudited)
For the three months ended September 30, 2010
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Elimination | Consolidated | ||||||||||||||||||
| Revenues |
$ | — | $ | — | $ | 654 | $ | 635 | $ | — | $ | 1,289 | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
— | — | 243 | 278 | — | 521 | ||||||||||||||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
— | — | 205 | 209 | — | 414 | ||||||||||||||||||
| Depreciation and amortization |
— | — | 112 | 30 | — | 142 | ||||||||||||||||||
| Restructuring costs |
— | — | 7 | 4 | — | 11 | ||||||||||||||||||
| Operating income |
— | — | 87 | 114 | — | 201 | ||||||||||||||||||
| Interest income |
2 | 126 | 9 | 6 | (142 | ) | 1 | |||||||||||||||||
| Interest expense |
(12 | ) | (152 | ) | (138 | ) | (9 | ) | 142 | (169 | ) | |||||||||||||
| Loss on derivative instruments |
— | (5 | ) | — | — | — | (5 | ) | ||||||||||||||||
| Foreign currency exchange transaction gains/(losses), net |
1 | (17 | ) | 10 | 1 | — | (5 | ) | ||||||||||||||||
| Other (expense)/income, net |
— | (1 | ) | 17 | (16 | ) | — | — | ||||||||||||||||
| (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates |
(9 | ) | (49 | ) | (15 | ) | 96 | — | 23 | |||||||||||||||
| Benefit/(provision) for income taxes |
3 | 19 | 13 | (37 | ) | — | (2 | ) | ||||||||||||||||
| Equity in net income of subsidiaries |
17 | — | 30 | — | (47 | ) | — | |||||||||||||||||
| Equity in net income of affiliates |
— | — | — | 1 | — | 1 | ||||||||||||||||||
| Income from continuing operations |
11 | (30 | ) | 28 | 60 | (47 | ) | 22 | ||||||||||||||||
| Discontinued operations, net of tax |
— | — | (11 | ) | — | — | (11 | ) | ||||||||||||||||
| Net income/(loss) |
11 | (30 | ) | 17 | 60 | (47 | ) | 11 | ||||||||||||||||
| Less: net income attributable to noncontrolling interests |
— | — | — | — | — | — | ||||||||||||||||||
| Net income/(loss) attributable to controlling interests |
$ | 11 | $ | (30 | ) | $ | 17 | $ | 60 | $ | (47 | ) | $ | 11 | ||||||||||
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The Nielsen Company B.V.
Condensed Consolidated Statement of Operations (Unaudited)
For the three months ended September 30, 2009
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Elimination | Consolidated | ||||||||||||||||||
| Revenues |
$ | — | $ | — | $ | 628 | $ | 599 | $ | — | $ | 1,227 | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
— | — | 247 | 274 | — | 521 | ||||||||||||||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
— | — | 187 | 178 | — | 365 | ||||||||||||||||||
| Depreciation and amortization |
— | — | 110 | 33 | — | 143 | ||||||||||||||||||
| Impairment of goodwill and intangible assets |
— | — | 527 | — | — | 527 | ||||||||||||||||||
| Restructuring costs/(credits) |
— | — | 3 | (6 | ) | — | (3 | ) | ||||||||||||||||
| Operating (loss)/income |
— | — | (446 | ) | 120 | — | (326 | ) | ||||||||||||||||
| Interest income |
3 | 108 | 14 | 17 | (140 | ) | 2 | |||||||||||||||||
| Interest expense |
(13 | ) | (155 | ) | (128 | ) | (12 | ) | 140 | (168 | ) | |||||||||||||
| Loss on derivative instruments |
— | (20 | ) | (1 | ) | — | — | (21 | ) | |||||||||||||||
| Foreign currency exchange transaction gains/(losses), net |
1 | (42 | ) | — | 20 | — | (21 | ) | ||||||||||||||||
| Other (expense)/income, net |
— | (1 | ) | 30 | (29 | ) | — | — | ||||||||||||||||
| (Loss)/income before income taxes and equity in net income/(loss) of subsidiaries and affiliates |
(9 | ) | (110 | ) | (531 | ) | 116 | — | (534 | ) | ||||||||||||||
| Benefit/(provision) for income taxes |
2 | 37 | 83 | (23 | ) | — | 99 | |||||||||||||||||
| Equity in net (loss)/income of subsidiaries |
(520 | ) | — | 16 | — | 504 | — | |||||||||||||||||
| Equity in net loss of affiliates |
— | — | (33 | ) | — | — | (33 | ) | ||||||||||||||||
| (Loss)/income from continuing operations |
(527 | ) | (73 | ) | (465 | ) | 93 | 504 | (468 | ) | ||||||||||||||
| Discontinued operations, net of tax |
— | — | (55 | ) | (3 | ) | — | (58 | ) | |||||||||||||||
| Net (loss)/income |
(527 | ) | (73 | ) | (520 | ) | 90 | 504 | (526 | ) | ||||||||||||||
| Less: net income attributable to noncontrolling interests |
— | — | — | 1 | — | 1 | ||||||||||||||||||
| Net (loss)/income attributable to controlling interests |
$ | (527 | ) | $ | (73 | ) | $ | (520 | ) | $ | 89 | $ | 504 | $ | (527 | ) | ||||||||
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The Nielsen Company B.V.
Condensed Consolidating Statement of Operations (Unaudited)
For the nine months ended September 30, 2010
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Elimination | Consolidated | ||||||||||||||||||
| Revenues |
$ | — | $ | — | $ | 1,908 | $ | 1,847 | $ | — | $ | 3,755 | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
— | — | 739 | 830 | — | 1,569 | ||||||||||||||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
— | — | 610 | 609 | — | 1,219 | ||||||||||||||||||
| Depreciation and amortization |
— | — | 327 | 92 | — | 419 | ||||||||||||||||||
| Restructuring costs |
— | — | 22 | 11 | — | 33 | ||||||||||||||||||
| Operating income |
— | — | 210 | 305 | — | 515 | ||||||||||||||||||
| Interest income |
6 | 367 | 25 | 16 | (411 | ) | 3 | |||||||||||||||||
| Interest expense |
(36 | ) | (444 | ) | (397 | ) | (25 | ) | 411 | (491 | ) | |||||||||||||
| Loss on derivative instruments |
— | (17 | ) | — | — | — | (17 | ) | ||||||||||||||||
| Foreign currency exchange transaction gains/(losses), net |
— | 109 | (20 | ) | 51 | — | 140 | |||||||||||||||||
| Other (expense)/income, net |
— | (1 | ) | 43 | (33 | ) | — | 9 | ||||||||||||||||
| (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates |
(30 | ) | 14 | (139 | ) | 314 | — | 159 | ||||||||||||||||
| Benefit/(provision) for income taxes |
8 | (6 | ) | 61 | (77 | ) | — | (14 | ) | |||||||||||||||
| Equity in net income of subsidiaries |
148 | — | 247 | — | (395 | ) | — | |||||||||||||||||
| Equity in net (loss)/income of affiliates |
— | — | (2 | ) | 3 | — | 1 | |||||||||||||||||
| Income from continuing operations |
126 | 8 | 167 | 240 | (395 | ) | 146 | |||||||||||||||||
| Discontinued operations, net of tax |
— | — | (19 | ) | — | — | (19 | ) | ||||||||||||||||
| Net income |
126 | 8 | 148 | 240 | (395 | ) | 127 | |||||||||||||||||
| Less: net income attributable to noncontrolling interests |
— | — | — | 1 | — | 1 | ||||||||||||||||||
| Net income attributable to controlling interests |
$ | 126 | $ | 8 | $ | 148 | $ | 239 | $ | (395 | ) | $ | 126 | |||||||||||
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The Nielsen Company B.V.
Condensed Consolidated Statement of Operations (Unaudited)
For the nine months ended September 30, 2009
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Elimination | Consolidated | ||||||||||||||||||
| Revenues |
$ | — | $ | — | $ | 1,842 | $ | 1,670 | $ | (1 | ) | $ | 3,511 | |||||||||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
— | — | 740 | 745 | (1 | ) | 1,484 | |||||||||||||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
— | — | 579 | 548 | — | 1,127 | ||||||||||||||||||
| Depreciation and amortization |
— | — | 318 | 91 | — | 409 | ||||||||||||||||||
| Impairment of goodwill and intangible assets |
— | — | 527 | — | 527 | |||||||||||||||||||
| Restructuring costs/(credits) |
— | — | 11 | (5 | ) | — | 6 | |||||||||||||||||
| Operating (loss)/income |
— | — | (333 | ) | 291 | — | (42 | ) | ||||||||||||||||
| Interest income |
16 | 313 | 53 | 54 | (430 | ) | 6 | |||||||||||||||||
| Interest expense |
(43 | ) | (431 | ) | (385 | ) | (51 | ) | 430 | (480 | ) | |||||||||||||
| Loss on derivative instruments |
— | (50 | ) | (4 | ) | — | — | (54 | ) | |||||||||||||||
| Foreign currency exchange transaction gains/(losses), net |
2 | (50 | ) | 28 | 30 | — | 10 | |||||||||||||||||
| Other (expense)/income, net |
(14 | ) | (5 | ) | 52 | (44 | ) | — | (11 | ) | ||||||||||||||
| (Loss)/income before income taxes and equity in net income/(loss) of subsidiaries and affiliates |
(39 | ) | (223 | ) | (589 | ) | 280 | — | (571 | ) | ||||||||||||||
| Benefit/(provision) for income taxes |
10 | 75 | 112 | (73 | ) | — | 124 | |||||||||||||||||
| Equity in net (loss)/income of subsidiaries |
(503 | ) | — | 57 | — | 446 | — | |||||||||||||||||
| Equity in net (loss)/income of affiliates |
— | — | (26 | ) | 1 | — | (25 | ) | ||||||||||||||||
| (Loss)/income from continuing operations |
(532 | ) | (148 | ) | (446 | ) | 208 | 446 | (472 | ) | ||||||||||||||
| Discontinued operations, net of tax |
— | — | (57 | ) | (1 | ) | — | (58 | ) | |||||||||||||||
| Net (loss)/income |
(532 | ) | (148 | ) | (503 | ) | 207 | 446 | (530 | ) | ||||||||||||||
| Less: net income attributable to noncontrolling interests |
— | — | — | 2 | — | 2 | ||||||||||||||||||
| Net (loss)/income attributable to controlling interests |
$ | (532 | ) | $ | (148 | ) | $ | (503 | ) | $ | 205 | $ | 446 | $ | (532 | ) | ||||||||
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The Nielsen Company B.V.
Condensed Consolidating Balance Sheet (Unaudited)
September 30, 2010
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Elimination | Consolidated | ||||||||||||||||||
| Assets: |
||||||||||||||||||||||||
| Current assets |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 1 | $ | — | $ | 89 | $ | 330 | $ | — | $ | 420 | ||||||||||||
| Trade and other receivables, net |
— | — | 352 | 626 | — | 978 | ||||||||||||||||||
| Prepaid expenses and other current assets |
1 | 24 | 97 | 103 | — | 225 | ||||||||||||||||||
| Intercompany receivables |
312 | 63 | 404 | 339 | (1,118 | ) | — | |||||||||||||||||
| Total current assets |
314 | 87 | 942 | 1,398 | (1,118 | ) | 1,623 | |||||||||||||||||
| Non-current assets |
||||||||||||||||||||||||
| Property, plant and equipment, net |
— | — | 345 | 238 | — | 583 | ||||||||||||||||||
| Goodwill |
— | — | 4,930 | 2,138 | — | 7,068 | ||||||||||||||||||
| Other intangible assets, net |
— | — | 3,355 | 1,294 | — | 4,649 | ||||||||||||||||||
| Deferred tax assets |
— | 207 | 15 | 48 | (196 | ) | 74 | |||||||||||||||||
| Other non-current assets |
7 | 93 | 193 | 131 | — | 424 | ||||||||||||||||||
| Equity investment in subsidiaries |
2,980 | — | 4,496 | — | (7,476 | ) | — | |||||||||||||||||
| Intercompany loans |
199 | 7,687 | 696 | 1,480 | (10,062 | ) | — | |||||||||||||||||
| Total assets |
$ | 3,500 | $ | 8,074 | $ | 14,972 | $ | 6,727 | $ | (18,852 | ) | $ | 14,421 | |||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||
| Current liabilities |
||||||||||||||||||||||||
| Accounts payable and other current liabilities |
$ | 23 | $ | 77 | $ | 301 | $ | 534 | $ | — | $ | 935 | ||||||||||||
| Deferred revenues |
— | — | 213 | 185 | — | 398 | ||||||||||||||||||
| Income tax liabilities |
— | — | 53 | 24 | — | 77 | ||||||||||||||||||
| Current portion of long-term debt, capital lease obligations and short-term borrowings |
— | 27 | 9 | 2 | — | 38 | ||||||||||||||||||
| Intercompany payables |
— | 165 | 681 | 272 | (1,118 | ) | — | |||||||||||||||||
| Total current liabilities |
23 | 269 | 1,257 | 1,017 | (1,118 | ) | 1,448 | |||||||||||||||||
| Non-current liabilities |
||||||||||||||||||||||||
| Long-term debt and capital lease obligations |
579 | 7,833 | 104 | 17 | — | 8,533 | ||||||||||||||||||
| Deferred tax liabilities |
12 | — | 1,063 | 137 | (196 | ) | 1,016 | |||||||||||||||||
| Intercompany loans |
— | — | 9,372 | 690 | (10,062 | ) | — | |||||||||||||||||
| Other non-current liabilities |
2 | 67 | 196 | 266 | — | 531 | ||||||||||||||||||
| Total liabilities |
616 | 8,169 | 11,992 | 2,127 | (11,376 | ) | 11,528 | |||||||||||||||||
| Total stockholders’ equity/(deficit) |
2,884 | (95 | ) | 2,980 | 4,591 | (7,476 | ) | 2,884 | ||||||||||||||||
| Noncontrolling interests |
— | — | — | 9 | — | 9 | ||||||||||||||||||
| Total equity/(deficit) |
2,884 | (95 | ) | 2,980 | 4,600 | (7,476 | ) | 2,893 | ||||||||||||||||
| Total liabilities and equity |
$ | 3,500 | $ | 8,074 | $ | 14,972 | $ | 6,727 | $ | (18,852 | ) | $ | 14,421 | |||||||||||
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The Nielsen Company B.V.
Condensed Consolidating Balance Sheet
December 31, 2009
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Elimination | Consolidated | ||||||||||||||||||
| Assets: |
||||||||||||||||||||||||
| Current assets |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 2 | $ | 2 | $ | 160 | $ | 347 | $ | — | $ | 511 | ||||||||||||
| Trade and other receivables, net |
— | — | 366 | 570 | — | 936 | ||||||||||||||||||
| Prepaid expenses and other current assets |
1 | 23 | 88 | 83 | — | 195 | ||||||||||||||||||
| Intercompany receivables |
332 | 114 | 442 | 369 | (1,257 | ) | — | |||||||||||||||||
| Total current assets |
335 | 139 | 1,056 | 1,369 | (1, 257 | ) | 1,642 | |||||||||||||||||
| Non-current assets |
||||||||||||||||||||||||
| Property, plant and equipment, net |
— | — | 354 | 239 | — | 593 | ||||||||||||||||||
| Goodwill |
— | — | 4,939 | 2,117 | — | 7,056 | ||||||||||||||||||
| Other intangible assets, net |
— | — | 3,464 | 1,293 | — | 4,757 | ||||||||||||||||||
| Deferred tax assets |
— | 196 | — | 48 | (196 | ) | 48 | |||||||||||||||||
| Other non-current assets |
8 | 104 | 240 | 141 | — | 493 | ||||||||||||||||||
| Equity investment in subsidiaries |
2,832 | — | 4,333 | — | (7,165 | ) | — | |||||||||||||||||
| Intercompany loans |
275 | 7,673 | 836 | 1,564 | (10,348 | ) | — | |||||||||||||||||
| Total assets |
$ | 3,450 | $ | 8,112 | $ | 15,222 | $ | 6,771 | $ | (18,966 | ) | $ | 14,589 | |||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||
| Current liabilities |
||||||||||||||||||||||||
| Accounts payable and other current liabilities |
$ | 3 | $ | 134 | $ | 311 | $ | 551 | $ | — | $ | 999 | ||||||||||||
| Deferred revenues |
— | — | 249 | 186 | — | 435 | ||||||||||||||||||
| Income tax liabilities |
— | — | 53 | 29 | — | 82 | ||||||||||||||||||
| Current portion of long-term debt, capital lease obligations and short-term borrowings |
72 | 13 | 9 | 16 | — | 110 | ||||||||||||||||||
| Intercompany payables |
— | 187 | 818 | 252 | (1,257 | ) | — | |||||||||||||||||
| Total current liabilities |
75 | 334 | 1,440 | 1,034 | (1,257 | ) | 1,626 | |||||||||||||||||
| Non-current liabilities |
||||||||||||||||||||||||
| Long-term debt and capital lease obligations |
576 | 7,848 | 106 | 18 | — | 8,548 | ||||||||||||||||||
| Deferred tax liabilities |
12 | — | 1,110 | 139 | (196 | ) | 1,065 | |||||||||||||||||
| Intercompany loans |
— | — | 9,500 | 848 | (10,348 | ) | — | |||||||||||||||||
| Other non-current liabilities |
2 | 63 | 234 | 252 | — | 551 | ||||||||||||||||||
| Total liabilities |
665 | 8,245 | 12,390 | 2,291 | (11,801 | ) | 11,790 | |||||||||||||||||
| Total stockholders’ equity/(deficit) |
2,785 | (133 | ) | 2,832 | 4,466 | (7,165 | ) | 2,785 | ||||||||||||||||
| Noncontrolling interests |
— | — | — | 14 | — | 14 | ||||||||||||||||||
| Total equity/(deficit) |
2,785 | (133 | ) | 2,832 | 4,480 | (7,165 | ) | 2,799 | ||||||||||||||||
| Total liabilities and equity |
$ | 3,450 | $ | 8,112 | $ | 15,222 | $ | 6,771 | $ | (18,966 | ) | $ | 14,589 | |||||||||||
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Table of Contents
The Nielsen Company B.V.
Condensed Consolidating Statement of Cash Flows (Unaudited)
For the nine months ended September 30, 2010
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Consolidated | |||||||||||||||
| Net cash provided by operating activities |
$ | 2 | $ | 37 | $ | 51 | $ | 205 | $ | 295 | ||||||||||
| Investing activities: |
||||||||||||||||||||
| Acquisition of subsidiaries and affiliates, net of cash acquired |
— | — | (26 | ) | (17 | ) | (43 | ) | ||||||||||||
| Proceeds from sale of subsidiaries and affiliates, net |
— | — | 23 | — | 23 | |||||||||||||||
| Additions to property, plant and equipment and other assets |
— | — | (79 | ) | (46 | ) | (125 | ) | ||||||||||||
| Additions to intangible assets |
— | — | (94 | ) | (7 | ) | (101 | ) | ||||||||||||
| Other investing activities |
— | — | — | 5 | 5 | |||||||||||||||
| Net cash used in investing activities |
— | — | (176 | ) | (65 | ) | (241 | ) | ||||||||||||
| Financing activities: |
||||||||||||||||||||
| Repayments of debt |
(64 | ) | (38 | ) | (3 | ) | — | (105 | ) | |||||||||||
| Increase/(decrease) in other short-term borrowings |
— | — | 2 | (15 | ) | (13 | ) | |||||||||||||
| Dividends paid to parent |
(5 | ) | — | — | — | (5 | ) | |||||||||||||
| Stock activity of subsidiaries, settlement of derivatives and other financing activities |
66 | (1 | ) | 58 | (141 | ) | (18 | ) | ||||||||||||
| Net cash (used in)/provided by financing activities |
(3 | ) | (39 | ) | 57 | (156 | ) | (141 | ) | |||||||||||
| Effect of exchange-rate changes on cash and cash equivalents |
— | — | (3 | ) | (1 | ) | (4 | ) | ||||||||||||
| Net decrease in cash and cash equivalents |
(1 | ) | (2 | ) | (71 | ) | (17 | ) | (91 | ) | ||||||||||
| Cash and cash equivalents at beginning of period |
2 | 2 | 160 | 347 | 511 | |||||||||||||||
| Cash and cash equivalents at end of period |
$ | 1 | $ | — | $ | 89 | $ | 330 | $ | 420 | ||||||||||
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The Nielsen Company B.V.
Condensed Consolidated Statement of Cash Flows (Unaudited)
For the nine months ended September 30, 2009
| (IN MILLIONS) |
Parent | Issuers | Guarantor | Non- Guarantor |
Consolidated | |||||||||||||||
| Net cash provided by operating activities |
$ | — | $ | 18 | $ | 83 | $ | 221 | $ | 322 | ||||||||||
| Investing activities: |
||||||||||||||||||||
| Acquisition of subsidiaries and affiliates, net of cash acquired |
— | — | (42 | ) | (8 | ) | (50 | ) | ||||||||||||
| Proceeds from sale of subsidiaries and affiliates, net |
— | — | 16 | — | 16 | |||||||||||||||
| Additions to property, plant and equipment and other assets |
— | — | (53 | ) | (48 | ) | (101 | ) | ||||||||||||
| Additions to intangible assets |
— | — | (93 | ) | (10 | ) | (103 | ) | ||||||||||||
| Other investing activities |
14 | — | — | 3 | 17 | |||||||||||||||
| Net cash provided by/(used in) investing activities |
14 | — | (172 | ) | (63 | ) | (221 | ) | ||||||||||||
| Financing activities: |
||||||||||||||||||||
| Net repayments on revolving credit facility |
— | — | (295 | ) | — | (295 | ) | |||||||||||||
| Proceeds from issuances of other debt, net of issuance costs |
— | 1,223 | — | — | 1,223 | |||||||||||||||
| Repayments of other debt |
(390 | ) | (499 | ) | — | (9 | ) | (898 | ) | |||||||||||
| (Decrease)/increase in other short-term borrowings |
— | — | (40 | ) | (5 | ) | (45 | ) | ||||||||||||
| Settlement of derivatives, intercompany and other financing activities |
377 | (742 | ) | 323 | (127 | ) | (169 | ) | ||||||||||||
| Net cash used in financing activities |
(13 | ) | (18 | ) | (12 | ) | (141 | ) | (184 | ) | ||||||||||
| Effect of exchange-rate changes on cash and cash equivalents |
— | — | 6 | 20 | 26 | |||||||||||||||
| Net increase/(decrease) in cash and cash equivalents |
1 | — | (95 | ) | 37 | (57 | ) | |||||||||||||
| Cash and cash equivalents at beginning of period |
1 | — | 162 | 303 | 466 | |||||||||||||||
| Cash and cash equivalents at end of period |
$ | 2 | $ | — | $ | 67 | $ | 340 | $ | 409 | ||||||||||
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The Nielsen Company B.V.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis supplements management’s discussion and analysis of The Nielsen Company B.V. (“the Company” or “Nielsen”) for the year ended December 31, 2009 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on February 25, 2010, 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. These forward-looking statements are subject to numerous risks and uncertainties. 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 and will be, as the case may be, 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. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.
Background and Executive Summary
On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition B.V. (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”) and held 99.4% of Nielsen’s outstanding common shares as of December 31, 2007. In May 2008, Valcon acquired the remaining Nielsen common shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements and therefore holds 100% of the Company’s outstanding common shares. Valcon also acquired 100% of the Company’s preferred B shares in the period from May 24, 2006 to December 31, 2006 which were subsequently cancelled. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006. Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). The registered office of Nielsen is located in Diemen, the Netherlands, with its headquarters located in New York, USA.
Nielsen, together with its subsidiaries, is 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 watch (consumer interaction with television, online and mobile) and what consumers buy on a global and local basis. 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 operating income (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 Watch and Buy 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 expansion of our insights services and measurement services across what we refer to as the three screens: television, online and mobile.
Our transformation and other productivity initiatives, which were implemented following the Valcon Acquisition, are focused on a combination of improving operating leverage through targeted cost-reduction programs, business process improvements, portfolio restructuring actions (e.g. the exit of our Publications businesses) 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 effectively to invest 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.
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Business Segment Overview
We align our business into three reporting segments: Watch (media audience measurement and analytics), Buy (consumer purchasing measurement and analytics) and Expositions. Our Watch and Buy 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.
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 measurement services across three screens.
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 Expositions segment operates one of the largest portfolios of business-to-business trade shows in the United States. Each year, we produce approximately 40 trade shows, which in 2009 connected approximately 270,000 buyers and sellers across 20 industries.
Our revenue is highly diversified by business segment, geography, and client. For the nine months ended September 30, 2010, 33% of our revenues were generated from our Watch segment, 63% from our Buy segment and the remaining 4% from our Expositions segment. For the nine months ended September 30, 2010, 51% of our revenues were generated in the U.S., 10% in the Americas excluding the U.S., 27% in Europe, the Middle East and Africa, and the remaining 12% in the Asia Pacific region.
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
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 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.
| (IN MILLIONS) |
Nine months ended September 30, 2010 |
Nine months ended September 30, 2009 |
||||||
| U.S. Dollar |
53 | % | 54 | % | ||||
| Euro |
14 | % | 15 | % | ||||
| Other Currencies |
33 | % | 31 | % | ||||
| Total |
100 | % | 100 | % | ||||
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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 Risks.” 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 $1.32 to €1.00 and $1.36 to €1.00 for the nine months ended September 30, 2010 and 2009, respectively.
We have operations in both our Watch and Buy segments in Venezuela and our functional currency for these operations is the Venezuelan bolivares fuertes. Venezuela’s currency was considered hyperinflationary as of January 1, 2010 and further, in January 2010, Venezuela’s currency was devalued and a new currency exchange rate system was announced. We have evaluated the new exchange rate system and have concluded that our local currency transactions will be denominated in U.S. dollars until Venezuela’s currency is deemed to be non hyperinflationary. We recorded a charge of $7 million associated with the currency devaluation in January 2010 in our foreign exchange transaction gains, net line item. In June 2010, a further revision to the currency exchange rate system was made. The impact of the hyperinflationary accounting was not material to our consolidated results of operations for the three or nine months ended September 30, 2010.
Divestitures
During the nine months ended September 30, 2010, we received net cash proceeds of $23 million associated with business divestitures, including the sale of our box-office tracking business as well as the remaining properties within our Publications operating segment discussed within discontinued operations below.
During the nine months ended September 30, 2009, we received $16 million in net proceeds associated with business divestitures, primarily associated with the sale of the Brazilian trade show properties within our Expositions segment. The impact of these transactions on our consolidated results of operations was not material.
Discontinued Operations
Nielsen Publications
In December 2009 we substantially completed the planned exit of our Publications operating segment through the sale of our media properties, including The Hollywood Reporter and Billboard, to e5 Global Media LLC. The condensed consolidated statements of operations reflect the Publications operating segment as a discontinued operation. We have completed the exit of the remaining properties and we recorded a net loss on sale of $4 million associated with these divestitures during the nine months ended September 30, 2010.
In October 2010 the Company reached an agreement with the plaintiff in a lawsuit associated with its former Publications operating segment for a $12 million cash settlement, which was paid on October 26, 2010. The Company recorded a $7 million charge (net of tax of $5 million) associated with this settlement, which has been reported as a component of discontinued operations for the three and nine months ended September 30, 2010.
We recorded a goodwill impairment charge of $55 million relating to our Publications operating segment in September 2009.
See Note 4 to the condensed consolidated financial statements, “Business Divestitures”.
Acquisitions and Investments in Affiliates
For the nine months ended September 30, 2010, we paid cash consideration of $43 million associated with both current period and previously executed acquisitions, net of cash acquired. In conjunction with these acquisitions, we recorded deferred consideration of $22 million, which is payable through 2013. Had the current period acquisitions occurred as of January 1, 2010, the impact on our consolidated results of operations would not have been material.
For the nine months ended September 30, 2009, we paid cash consideration of $50 million associated with both current period and previously executed acquisitions and investments in affiliates, net of cash acquired. In conjunction with these acquisitions, we recorded deferred consideration of $24 million, of which $22 million was attributable to a March 2009 acquisition, which in March 2010, was agreed to be settled by a cash payment of $11 million in April 2010 and the issuance of $11 million in equity. Had these acquisitions occurred as of January 1, 2009, the impact on our consolidated results of operations would not have been material.
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Results of Operations—Three Months Ended September 30, 2010 compared to Three Months Ended September 30, 2009
The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations:
| Three Months Ended September 30, |
||||||||
| (IN MILLIONS) |
2010 | 2009 | ||||||
| Revenues |
$ | 1,289 | $ | 1,227 | ||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
521 | 521 | ||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
414 | 365 | ||||||
| Depreciation and amortization |
142 | 143 | ||||||
| Impairment of goodwill and intangible assets |
— | 527 | ||||||
| Restructuring costs/(credits) |
11 | (3 | ) | |||||
| Operating income/(loss) |
201 | (326 | ) | |||||
| Interest income |
1 | 2 | ||||||
| Interest expense |
(169 | ) | (168 | ) | ||||
| Loss on derivative instruments |
(5 | ) | (21 | ) | ||||
| Foreign currency exchange transaction losses, net |
(5 | ) | (21 | ) | ||||
| Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates |
23 | (534 | ) | |||||
| (Provision)/benefit for income taxes |
(2 | ) | 99 | |||||
| Equity in net income/(loss) of affiliates |
1 | (33 | ) | |||||
| Income/(loss) from continuing operations |
22 | (468 | ) | |||||
| Discontinued operations, net of tax |
(11 | ) | (58 | ) | ||||
| Net income/(loss) |
11 | (526 | ) | |||||
| Less: net income attributable to noncontrolling interests |
— | 1 | ||||||
| Net income/(loss) attributable to The Nielsen Company B.V. |
$ | 11 | $ | (527 | ) | |||
We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP 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 by others and accordingly, the constant currency presentation is not meant to be a substitution for reported amounts presented in conformity with GAAP, nor should such amounts be considered in isolation.
Consolidated Results for the Three Months Ended September 30, 2010 compared to the Three Months Ended September 30, 2009
When comparing our results for the three months ended September 30, 2010 with results for the three months ended September 30, 2009, the following should be noted:
Items affecting Operating Income for the three months ended September 30, 2010
| • | We recorded $11 million of restructuring expense. |
Items affecting Operating Income for the three months ended September 30, 2009
| • | We recorded $3 million of restructuring credits. |
| • | We recorded $527 million in impairment charges associated with goodwill and intangible assets. |
Revenues
Our revenues increased 5.1%, to $1,289 million for the three months ended September 30, 2010 from $1,227 million for the three months ended September 30, 2009, or 6.8% on a constant currency basis, excluding a 1.7% unfavorable impact of changes in foreign currency exchange rates. These increases were driven by a 7.0% increase within our Buy segment (8.8% on a constant currency basis), a 1.1% increase within our Watch segment (3.0% on a constant currency basis), and an 8.2% increase in our Expositions segment. Refer to “Business Segment Results” for a further discussion of our revenue performance by segment as well as a reconciliation of reported revenue to constant currency revenue.
Cost of Revenues, Exclusive of Depreciation and Amortization
Cost of revenues remained flat at $521 million for both the three months ended September 30, 2010 and 2009, an increase of 2.1% on a constant currency basis. Costs increased 2.5% within our Buy segment (5.0% on a constant currency basis) due primarily to the global expansion of our Insights services, offset by a 7.4% decline within our Watch segment (5.9% on a constant currency basis) due equally to cost savings associated with productivity initiatives.
Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization
Selling, general and administrative (“SG&A”) expenses increased 13.2% to $414 million for the three months ended September 30, 2010 from $365 million for the three months ended September 30, 2009, or 14.8% on a constant currency basis, excluding a 1.6% favorable impact of changes in foreign currency exchanges rates. These increases resulted from an 11.9% increase within our Buy segment (13.2% on a constant currency basis) due primarily to increases in client service costs associated with the global expansion of our Insights services and technology investments as well as a 16.5% increase within our Watch segment (19.8% on a constant currency basis) due to increased spending on three-screen measurement initiatives.
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Depreciation and Amortization
Depreciation and amortization of $142 million for the three months ended September 30, 2010 remained flat as compared to the three months ended September 30, 2009.
Impairment of Goodwill and Intangible Assets
During the third quarter of 2009, we conducted an interim impairment test for certain reporting units within our Watch and Expositions segments and assessed the fair value of the intangible assets and the reporting units as compared to the underlying book value. Our impairment assessments resulted in the recognition of a non-cash goodwill impairment charge of $282 million and a non-cash customer-related intangible asset impairment charge of $245 million, during the three months ended September 30, 2009. A deferred tax benefit of $108 million was recognized during the period as a result of these impairment charges.
Restructuring Costs
Transformation Initiative
In December 2006, we announced our intention to expand in-process cost efficiency programs to all areas of our operations worldwide. We further announced strategic changes as part of a major corporate transformation (“Transformation Initiative”). The Transformation Initiative was designed to make us a more successful and efficient enterprise by streamlining and centralizing certain corporate, operational and information technology functions, leveraging global procurement, consolidating real estate and expanding the outsourcing or off-shoring of certain other operational production processes. The Transformation Initiative, which continued through 2009, has been completed, but payments will continue through 2010.
Nielsen recorded charges of $1 million the three months ended September 30, 2010 associated with adjustments to previously established liabilities for employee severance. Nielsen recorded net credits of $3 million for the three months ended September 30, 2009, primarily relating to employee severance.
Other Productivity Initiatives
In December 2009, Nielsen commenced certain specific restructuring actions attributable to defined cost-reduction programs directed towards achieving increased productivity in future periods primarily through targeted employee terminations. The Company recorded $10 million in restructuring charges associated with these initiatives during the three months ended September 30, 2010. Of these amounts, approximately $1 million related to property lease termination charges with the remainder relating to severance charges associated with employee terminations.
See Note 6 to our condensed consolidated financial statements, “Restructuring Activities” for additional information regarding our restructuring programs.
Operating Income/(Loss)
Operating income for the three months ended September 30, 2010 increased to $201 million from an operating loss of $326 million for the three months ended September 30, 2009. Excluding “Items affecting Operating Income,” specifically noted above, our adjusted operating income increased 7.4%, or 9.7% on a constant currency basis, excluding a 2.2% unfavorable impact of changes in foreign currency exchange rates. Adjusted operating income within our Buy segment increased 22.7% (24.0% on a constant currency basis) due to the revenue performance mentioned above as well as $10 million in lower depreciation and amortization expense, partially offset by the cost increases mentioned above. Adjusted operating income within our Watch segment decreased 5.7% (2.5% on a constant currency basis) as the low single digit revenue growth discussed above was more than offset by increased spending on three-screen measurement initiatives as well as $11 million of higher depreciation and amortization. Adjusted operating income within our Expositions segment increased 18.1% as a result of the revenue growth mentioned above. Corporate adjusted operating expense increased 84.6% to $12 million due to increases in certain product investments and global infrastructure costs. Refer to “Business Segment Results – Operating Income/(Loss)” for further discussion of adjusted operating income by segment as well as a reconciliation of reported operating income to adjusted operating income on both a reported and constant currency basis.
Interest Expense
Interest expense was $169 million for the three months ended September 30, 2010 compared to $168 million for the three months ended September 30, 2009, as increases in interest costs on new debentures were substantially offset by lower interest costs on senior secured term loans and related derivative instruments.
Loss on Derivative Instruments
The loss on derivative instruments was $5 million for the three months ended September 30, 2010 compared to a loss of $21 million for the three months ended September 30, 2009. The reduction in losses relates to the maturity of $1.5 billion in notional amount of interest rate swaps between November 2009 and March 2010 for which hedge accounting was discontinued in February 2009.
Foreign Currency Exchange Transaction (Losses)/Gains, Net
Foreign currency exchange transaction gains, 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, particularly the Euro. The average U.S. Dollar to Euro exchange rate was $1.29 to €1.00 and $1.43 to €1.00 for the three months ended September 30, 2010 and 2009, respectively.
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Foreign currency exchange resulted in a $5 million loss for the three months ended September 30, 2010 compared to a $21 million loss for the three months ended September 30, 2009. The losses resulted primarily from the fluctuation in the value of the U.S. Dollar against the Euro applied to certain of our Euro denominated debenture loans as well as fluctuations in certain currencies associated with a portion of our intercompany loan portfolio. The decline in losses from 2009 is partially impacted by the designation of our Euro denominated variable rate senior secured term loans due 2013 and 2016 as non-derivative hedges of our net investment in a European subsidiary. Beginning on July 1, 2010, gains or losses attributable to fluctuations in the Euro as compared to the U.S. Dollar associated with this debenture were recorded to the cumulative translation adjustment within stockholders’ equity, net of income tax.
Income/(Loss) from Continuing Operations Before Income Taxes and Equity in Net Income/(Loss) of Affiliates
Income from continuing operations before income taxes and equity in net income/(loss) of affiliates was $23 million for the three months ended September 30, 2010 compared to a loss of $534 million for the three months ended September 30, 2009. The change primarily relates to the impairment of goodwill and intangible assets in September 2009, lower derivative and foreign currency exchange transaction losses and improved business performance primarily attributable to revenue growth, which were offset in part by higher restructuring expenses.
Income Taxes
We have a presence in approximately 100 countries around the world and our earnings are taxed at the applicable local country income tax rate in effect. The effective tax rates for the three months ended September 30, 2010 and 2009 were 9% expense and 19% (benefit) respectively. The effective tax rate for the three months ended September 30, 2010 is lower than the statutory rate primarily due to the favorable effect of certain foreign currency exchange gains, financing activities, the change in unrecognized income tax benefits and the liquidation of certain investments partially offset by the impact of the tax rate differences in other jurisdictions where we file tax returns. The effective tax benefit rate for the three months ended September 30, 2009 is lower than the statutory rate primarily due to the impairment of goodwill and other intangibles, income tax true-ups and changes in interest on liabilities for unrecognized income tax benefits partially offset by the favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where we file tax returns and changes to unrecognized income tax benefits.
Liabilities for unrecognized income tax benefits totaled $126 million and $129 million as of September 30, 2010 and December 31, 2009, respectively. The decrease is primarily due to the recognition of certain income tax benefits as a result of statute of limitation expirations as well as fluctuations in foreign currency exchange rates. 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.
Equity in Net Income/(Loss) of Affiliates
During the third quarter of 2009 we concluded that the carrying value of our non-controlling ownership interest in Scarborough Research (“Scarborough”) was impaired as a result of continued declines in customer discretionary spending and the related impact on the launch of new performance tracking and marketing products. We deemed this impairment to be other than temporary and, accordingly, recorded an after-tax non-cash impairment charge of $26 million (net of a tax adjustment of $18 million) during the period. Additionally, we had $8 million of higher income for the three months ended September 30, 2010, attributable to the timing of certain service offerings within our joint ventures as compared to the prior period.
Discontinued Operations
For the three months ended September 30, 2010, loss from discontinued operations, net of tax was $11 million compared to a loss of $58 million for the three months ended September 30, 2009. Discontinued operations primarily relate to our Publications operating segment. The loss for the three months ended September 30, 2010 reflects the cessation of operations during 2010 as well as a $7 million charge (net of tax of $5 million) associated with the settlement of an outstanding lawsuit. The loss for the three months ended September 30, 2009 includes goodwill impairment charges of $55 million.
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Results of Operations—Nine Months Ended September 30, 2010 compared to Nine Months Ended September 30, 2009
The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations:
| Nine Months Ended September 30, |
||||||||
| (IN MILLIONS) |
2010 | 2009 | ||||||
| Revenues |
$ | 3,755 | $ | 3,511 | ||||
| Cost of revenues, exclusive of depreciation and amortization shown separately below |
1,569 | 1,484 | ||||||
| Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
1,219 | 1,127 | ||||||
| Depreciation and amortization |
419 | 409 | ||||||
| Impairment of goodwill and intangible assets |
— | 527 | ||||||
| Restructuring costs |
33 | 6 | ||||||
| Operating income/(loss) |
515 | (42 | ) | |||||
| Interest income |
3 | 6 | ||||||
| Interest expense |
(491 | ) | (480 | ) | ||||
| Loss on derivative instruments |
(17 | ) | (54 | ) | ||||
| Foreign currency exchange transaction gains, net |
140 | 10 | ||||||
| Other income/(expense), net |
9 | (11 | ) | |||||
| Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates |
159 | (571 | ) | |||||
| (Provision)/benefit for income taxes |
(14 | ) | 124 | |||||
| Equity in net income/(loss) of affiliates |
1 | (25 | ) | |||||
| Income/(loss) from continuing operations |
146 | (472 | ) | |||||
| Discontinued operations, net of tax |
(19 | ) | (58 | ) | ||||
| Net income/(loss) |
127 | (530 | ) | |||||
| Income attributable to noncontrolling interests |
1 | 2 | ||||||
| Net income/(loss) attributable to The Nielsen Company B.V. |
$ | 126 | $ | (532 | ) | |||
Consolidated Results for the Nine Months Ended September 30, 2010 compared to the Nine Months Ended September 30, 2009
When comparing our results for the nine months ended September 30, 2010 with results for the nine months ended September 30, 2009, the following should be noted:
Items affecting Operating Income for the nine months ended September 30, 2010
| • | We recorded $33 million of restructuring expense. |
Items affecting Operating Income for the nine months ended September 30, 2009
| • | We recorded $6 million of restructuring expense. |
| • | We recorded $527 million in impairment charges associated with goodwill and intangible assets. |
Revenues
Our revenues increased 6.9% to $3,755 million for the nine months ended September 30, 2010 from $3,511 million for the nine months ended September 30, 2009, or 5.7% on a constant currency basis, which excludes a 1.2% favorable impact of changes in foreign currency exchange rates. These increases were driven by a 9.7% increase within our Buy segment (7.9% on a constant currency basis) and a 3.8% increase within our Watch segment (3.4% on a constant currency basis), offset in part by a 5.5% decline in our Expositions segment (5.7% on a constant currency basis).
Cost of Revenues, Exclusive of Depreciation and Amortization
Cost of revenues increased 5.7% to $1,569 million for the nine months ended September 30, 2010 from $1,484 million for the nine months ended September 30, 2009, or 4.9% on a constant currency basis, excluding a 0.8% unfavorable impact of changes in foreign currency exchange rates. These increases resulted from an 8.6% increase within our Buy segment (7.5% on a constant currency basis) due to the global expansion of our Insights services. Costs within our Watch segment were flat while increases in Corporate costs of 74.1% were only partially offset by a 4.6% decrease in our Expositions segment.
Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization
Selling, general and administrative (“SG&A”) expenses increased 8.2% to $1,219 million for the nine months ended September 30, 2010 from $1,127 million for the nine months ended September 30, 2009, or 6.6% on a constant currency basis, excluding a 1.6% unfavorable impact of changes in foreign currency exchange rates. These increases were driven by a 9.5% increase within our Buy segment (7.4% on a constant currency basis) due to increases in client service costs associated with the global expansion of our Insights services as well as an 11.0% increase within our Watch segment (10.2% on a constant currency basis) due to increased spending on three-screen measurement initiatives. Corporate costs increased 37.7% as a result of increased spending on global product initiatives as well as a $4 million increase in share-based compensation expense. These increases were partially offset by a 31.7% decline in our Expositions segment due to the impact of cost savings initiatives.
Depreciation and Amortization
Depreciation and amortization expense was $419 million for the nine months ended September 30, 2010 as compared to $409 million for the nine months ended September 30, 2009 driven by higher capital expenditures for software and infrastructure development.
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Restructuring Costs
Transformation Initiative
We recorded net credits of $3 million for the nine months ended September 30, 2010 associated with adjustments to previously established liabilities for employee severance. We recorded $6 million in restructuring charges, primarily relating to severance costs, for the nine months ended September 30, 2009.
Other Productivity Initiatives
We recorded $36 million in restructuring charges associated with productivity initiatives during the nine months ended September 30, 2010. Of these amounts, approximately $7 million related to property lease termination charges with the remainder relating to severance charges associated with employee terminations.
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Operating Income
Operating income for the nine months ended September 30, 2010 was $515 million compared to a loss of $42 million for the nine months ended September 30, 2009. Excluding “Items affecting Operating Income,” specifically noted above, our adjusted operating income increased 11.5% (9.7% on a constant currency basis). Adjusted operating income within our Buy segment increased 23.2% (19.3% on a constant currency basis) as the revenue performance mentioned above more than offset the cost increases mentioned above. Adjusted operating income growth of $19 million within our Expositions segment was offset by higher corporate costs due to increases in certain product investments and global infrastructure costs. Adjusted operating income within our Watch segment remained relatively flat as the revenue growth mentioned above was substantially offset by higher spending on three-screen measurement initiatives and $22 million in higher depreciation and amortization.
Interest Expense
Interest expense was $491 million for the nine months ended September 30, 2010 compared to $480 million for the nine months ended September 30, 2009, as increases in interest costs on new debentures were only partially offset by lower interest costs on senior secured term loans and related derivative instruments.
Loss on Derivative Instruments
The loss on derivative instruments was $17 million for the nine months ended September 30, 2010 compared to a loss of $54 million for the nine months ended September 30, 2009. The reduction in losses resulted from movements in the Euro relative to the U.S. Dollar associated with a foreign currency swap derivative instrument, which was terminated in March 2009 as well as the maturity of $1.5 billion in notional amount of interest rate swaps between November 2009 and March 2010 for which hedge accounting was discontinued in February 2009.
Foreign Currency Exchange Transaction Gains, Net
Foreign currency exchange transaction gains, 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, particularly the Euro. The average U.S. Dollar to Euro exchange rate was relatively flat at $1.32 to €1.00 for the nine months ended September 30, 2010 as compared to $1.36 to €1.00 for the nine months ended September 30, 2009.
Foreign currency exchange resulted in a $140 million gain for the nine months ended September 30, 2010 compared to a $10 million gain for the nine months ended September 30, 2009. The gains resulted primarily from the fluctuation in the value of the U.S. Dollar against the Euro applied to certain of our Euro denominated senior secured term loans and debenture loans as well as fluctuations in certain currencies including the Euro and Canadian dollar associated with a portion of our intercompany loan portfolio.
Other Income/(Expense), Net
Other income of $9 million for the nine months ended September 30, 2010 resulted from gains attributable to business divestitures. Other expense, net of $11 million for the nine months ended September 30, 2009 primarily includes net charges of approximately $19 million associated with the purchase and cancellation of GBP 250 million 5.625% EMTN debenture notes and the write-off of deferred debt issuance costs associated with the modification of our senior secured credit facility offset by net gains of associated with certain divestitures.
Income from Continuing Operations Before Income Taxes and Equity in Net Income/(Loss) of Affiliates
Income from continuing operations before income taxes and equity in net income/(loss) of affiliates was $159 million for the nine months ended September 30, 2010 compared to a loss of $571 million for the nine months ended September 30, 2009. The change primarily relates to the impairment of goodwill and intangible assets in September 2009, lower derivative losses, higher foreign currency exchange transaction gains and improved business performance primarily attributable to revenue growth, which were offset in part by higher restructuring expenses.
Income Taxes
The effective tax rates for the nine months ended September 30, 2010 and 2009 were 9% expense and 22% (benefit) respectively. The effective tax rate for the nine months ended September 30, 2010 is lower than the statutory rate primarily due to the favorable effect of certain foreign currency exchange gains, financing activities, the change in unrecognized income tax benefits and the liquidation of certain investments partially offset by the impact of the tax rate differences in other jurisdictions where we file tax returns. The effective tax benefit rate for the nine months ended September 30, 2009 is lower than the statutory rate primarily due to the impairment of goodwill and other intangibles, income tax true-ups and changes in interest on liabilities for unrecognized income tax benefits partially offset by the favorable effect of certain foreign exchange gains, the impact of the tax rate differences in other jurisdictions where we file tax returns and changes to unrecognized income tax benefits.
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Equity in Net Income/(Loss) of Affiliates
During the third quarter of 2009 we concluded that the carrying value of our non-controlling ownership interest in Scarborough Research (“Scarborough”) was impaired as a result of continued declines in customer discretionary spending and the related impact on the launch of new performance tracking and marketing products. We deemed this impairment to be other than temporary and, accordingly, recorded an after-tax non-cash impairment charge of $26 million (net of a tax adjustment of $18 million) during the period.
Discontinued Operations
For the nine months ended September 30, 2010, loss from discontinued operations, net of tax was $19 million compared to a loss of $58 million for the nine months ended September 30, 2009. Discontinued operations primarily relate to our Publications operating segment. The loss for the nine months ended September 30, 2010 reflects the cessation of operations during 2010 as well as a $7 million charge (net of tax of $5 million) associated with the settlement of an outstanding lawsuit. The loss for the nine months ended September 30, 2009 includes goodwill impairment charges of $55 million.
Business Segment Results for the Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009
Revenues
The table below sets forth our segment revenue performance data for the three months ended September 30, 2010 compared to the three months ended September 30, 2009, both on an as-reported and constant currency basis.
| (IN MILLIONS) |
Three months ended September 30, 2010 |
Three months ended September 30, 2009 |
% Variance 2010 vs. 2009 Reported |
Three months ended September 30, 2009 Constant Currency |
% Variance 2010 vs. 2009 Constant Currency |
|||||||||||||||
| Revenues by Segment |
||||||||||||||||||||
| Watch |
$ | 418 | $ | 413 | 1.1 | % | $ | 405 | 3.0 | % | ||||||||||
| Buy |
808 | 756 | 7.0 | % | 743 | 8.8 | % | |||||||||||||
| Expositions |
63 | 58 | 8.2 | % | 58 | 8.2 | % | |||||||||||||
| Total |
$ | 1,289 | $ | 1,227 | 5.1 | % | $ | 1,206 | 6.8 | % | ||||||||||
Watch Segment Revenues
Revenues increased 1.1% to $418 million for the three months ended September 30, 2010 from $413 million for the three months ended September 30, 2009, or 3.0% on a constant currency basis. These increases were driven by 13.7% growth in Online and Mobile (14.5% on a constant currency basis) driven by increases in both new and existing customer spending and 10.4% growth in film studio revenues driven by increased volume from existing customers. Television measurement was flat year over year as increases in spending from existing customers were offset by the timing of certain service offerings and planned market closures.
Buy Segment Revenues
Revenues increased 7.0% to $808 million for the three months ended September 30, 2010 from $756 million for the three months ended September 30, 2009, or 8.8% on a constant currency basis driven by a 20.3% increase in Developing markets (19.2% on a constant currency basis) and a 1.9% increase in Developed markets (4.6% on a constant currency basis), as our customers continue to expand geographically and increase their spending on analytical services.
Revenues from Information services increased 4.1% to $566 million for the three months ended September 30, 2010 from $546 million for the three months ended September 30, 2009, or 6.2% on a constant currency basis, excluding a 2.1% unfavorable impact of changes in foreign currency exchange rates. These increases were driven by 14.1% growth in Developing Markets (13.7% on a constant currency basis) as a result of continued expansion of both our retail measurement and consumer panel services to both new and existing customers and new markets. Revenue from Developed Markets was relatively flat year over year on a reported basis and increased 3.2% on a constant currency basis as growth in retail measurement services in North America and Western Europe, primarily to existing customers, was offset by the impact of the divestiture of our box office scanning business.
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Revenues from Insights services increased 14.7% to $242 million for the three months ended September 30, 2010 from $210 million for the three months ended September 30, 2009, or 15.2% on a constant currency basis, excluding a 0.5% unfavorable impact of changes in foreign currency exchange rates. These increases were driven by strong growth in both Developed and Developing Markets due to increases in customer discretionary spending on new product forecasting and other analytical services, which can be cyclical in nature.
Expositions Segment Revenues
Revenues for the three months ended September 30, 2010 increased 8.2% to $63 million as compared to $58 million for the three months ended September 30, 2009 due primarily to the impact of the timing of a show as compared to the prior period.
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Operating Income/(Loss)
The tables below set forth comparative supplemental operating income/(loss) data for the three months ended September 30, 2010 and 2009, both on an as reported and adjusted basis, adjusting for those items affecting operating income/(loss), as described above within the Consolidated Results commentary. Adjusted operating income/(loss) and constant currency adjusted operating income/(loss) are non-GAAP measures and are presented to illustrate the effect of foreign currency exchanges rate changes and, where noted, of restructuring, impairment charges and certain other items on reported operating income/(loss), which we consider to be unusual in nature. Our use of these terms may vary from others. These measures should not be considered as alternatives to operating income/(loss) or net income/(loss), or any other performance measures derived in accordance with GAAP as measures of operating performance.
| THREE MONTHS ENDED SEPTEMBER 30, 2010 |
Reported Operating Income/(Loss) |
Restructuring Charges |
Non-GAAP Adjusted Operating Income/(Loss) |
|||||||||
| Operating Income/(Loss) |
||||||||||||
| Watch |
$ | 81 | $ | 2 | $ | 83 | ||||||
| Buy |
107 | 5 | 112 | |||||||||
| Expositions |
29 | — | 29 | |||||||||
| Corporate and Eliminations |
(16 | ) | 4 | (12 | ) | |||||||
| Total Nielsen |
$ | 201 | $ | 11 | $ | 212 | ||||||
| THREE MONTHS ENDED SEPTEMBER 30, 2009 |
Reported Operating Income/(Loss) |
Impairment Charges and Restructuring Charges/(Credits) |
Non-GAAP Adjusted Operating Income/(Loss) |
|||||||||
| Operating Income/(Loss) |
||||||||||||
| Watch |
$ | (313 | ) | $ | 403 | $ | 90 | |||||
| Buy |
95 | (5 | ) | 90 | ||||||||
| Expositions |
(101 | ) | 126 | 25 | ||||||||
| Corporate and Eliminations |
(7 | ) | — | (7 | ) | |||||||
| Total Nielsen |
$ | (326 | ) | $ | 524 | $ | 198 | |||||
| (IN MILLIONS) |
Three months ended September 30, 2010 |
Three months ended September 30, 2009 |
% Variance 2010 vs. 2009 Reported |
Three months ended September 30, 2009 Constant Currency |
% Variance 2010 vs. 2009 Constant Currency |
|||||||||||||||
| Non-GAAP Adjusted Operating Income/(Loss) by Segment |
||||||||||||||||||||
| Watch |
$ | 83 | $ | 90 | (5.7 | )% | $ | 85 | (2.5 | )% | ||||||||||
| Buy |
112 | 90 | 22.7 | % | 90 | 24.0 | % | |||||||||||||
| Expositions |
29 | 25 | 18.1 | % | 24 | 18.1 | % | |||||||||||||
| Corporate and Eliminations |
(12 | ) | (7 | ) | (84.6 | )% | (7 | ) | (78.7 | )% | ||||||||||
| Total |
$ | 212 | $ | 198 | 7.4 | % | $ | 192 | 9.7 | % | ||||||||||
Watch. Operating income was $81 million for the three months ended September 30, 2010 as compared to a loss of $313 million for the three months ended September 30, 2009 driven by the impact of impairment charges recorded in September 2009. Additionally, the revenue performance discussed above was more than offset by increases in costs associated with three-screen measurement initiatives and a $11 million increase in depreciation and amortization associated with technology infrastructure initiatives and Local People Meters.
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Buy. Operating income increased 12.1% to $107 million for the three months ended September 30, 2010 as compared to $95 million for the three months ended September 30, 2009 due to strong revenue performance in both Developed and Developing Markets and a decrease in depreciation expense of $10 million, offset by an increase in restructuring charges and the impact of changes in foreign currency exchange rates.
Expositions. Operating income was $29 million for the three months ended September 30, 2010 as compared to an operating loss of $101 million for the three months ended September 30, 2009 driven by the impact of impairment charges recorded in September 2009 as well as the revenue performance mentioned above and the costs savings effects of the Transformation Initiative and other productivity initiatives.
Corporate and Eliminations. Operating loss was $16 million for the three months ended September 30, 2010 as compared to an operating loss of $7 million for the three months ended September 30, 2009 due to increases in certain product investments and global infrastructure costs as well as higher restructuring charges.
Business Segment Results for the Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009
Revenues
The table below sets forth our segment revenue performance data for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009, both on an as-reported and constant currency basis.
| (IN MILLIONS) |
Nine months ended September 30, 2010 |
Nine months ended September 30, 2009 |
% Variance 2010 vs. 2009 Reported |
Nine months ended September 30, 2009 Constant Currency |
% Variance 2010 vs. 2009 Constant Currency |
|||||||||||||||
| Revenues by segment |
||||||||||||||||||||
| Watch |
$ | 1,255 | $ | 1,209 | 3.8 | % | $ | 1,214 | 3.4 | % | ||||||||||
| Buy |
2,350 | 2,143 | 9.7 | % | 2,179 | 7.9 | % | |||||||||||||
| Expositions |
150 | 159 | (5.5 | )% | 159 | (5.7 | )% | |||||||||||||
| Total |
$ | 3,755 | $ | 3,511 | 6.9 | % | $ | 3,552 | 5.7 | % | ||||||||||
Watch Segment Revenues
Revenues increased 3.8% to $1,255 million for the nine months ended September 30, 2010 from $1,209 million for the nine months ended September 30, 2009, or 3.4% on a constant currency basis. Television measurement grew 1.9% as increases in spending from existing customers offset declines attributable to planned market closures. Online and Mobile grew 11.8% driven by increases in both new and existing customer spending.
Buy Segment Revenues
Revenues increased 9.7% to $2,350 million for the nine months ended September 30, 2010 from $2,143 million for the nine months ended September 30, 2009, or 7.9% on a constant currency basis driven by a 21.1% increase in Developing markets (15.7% on a constant currency basis) and a 5.4% increase in Developed markets (4.8% on a constant currency basis), as our customers continue to expand geographically and increase their spending on analytical services.
Revenues from Information services increased 6.4% to $1,671 million for the nine months ended September 30, 2010 from $1,570 million for the nine months ended September 30, 2009, or 4.6% on a constant currency basis, excluding a 1.8% favorable impact of changes in foreign currency exchange rates. These increases were driven by 17.5% growth in Developing Markets (12.3% on a constant currency basis) as a result of continued expansion of both our retail measurement and consumer panel services to both new and existing customers and new markets. Revenue from Developed Markets increased 2.3% (1.6% on a constant currency basis) as growth in retail measurement services in Western Europe and North America, primarily to existing customers, was offset by the impact of the divestiture of our box office scanning business.
Revenues from Insights services increased 18.7% to $679 million for the nine months ended September 30, 2010 from $573 million for the nine months ended September 30, 2009, or 17.0% on a constant currency basis driven by strong growth in both Developed and Developing Markets due to increases in customer discretionary spending on new product forecasting and other analytical services, which can be cyclical in nature.
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Expositions Segment Revenues
Revenues declined 5.5% to $150 million for the nine months ended September 30, 2010 from $159 million for the nine months ended September 30, 2009 primarily as a result of declines in exhibitor attendance, offset in part by the impact of the timing of a show as compared to the prior period.
Operating Income/(Loss)
The tables below set forth comparative supplemental operating income data for the nine months ended September 30, 2010 and 2009, both on an as reported and adjusted basis, adjusting for those items affecting operating income/(loss), as described above within the Consolidated Results commentary.
| NINE MONTHS ENDED SEPTEMBER 30, 2010 |
Reported Operating Income/(Loss) |
Restructuring Charges |
Non-GAAP Adjusted Operating Income/(Loss) |
|||||||||
| (IN MILLIONS) |
||||||||||||
| Operating Income/(Loss) |
||||||||||||
| Watch |
$ | 237 | $ | 7 | $ | 244 | ||||||
| Buy |
287 | 13 | 300 | |||||||||
| Expositions |
55 | — | 55 | |||||||||
| Corporate and Eliminations |
(64 | ) | 13 | (51 | ) | |||||||
| Total Nielsen |
$ | 515 | $ | 33 | $ | 548 | ||||||
| NINE MONTHS ENDED SEPTEMBER 30, 2009 |
Reported Operating Income/(Loss) |
Impairment Charges and Restructuring Charges/(Credits) |
Non-GAAP Adjusted Operating Income/(Loss) |
|||||||||
| (IN MILLIONS) |
||||||||||||
| Operating Income/(Loss) |
||||||||||||
| Watch |
$ | (160 | ) | $ | 408 | $ | 248 | |||||
| Buy |
245 | (3 | ) | 242 | ||||||||
| Expositions |
(91 | ) | 127 | 36 | ||||||||
| Corporate and Eliminations |
(36 | ) | 1 | (35 | ) | |||||||
| Total Nielsen |
$ | (42 | ) | $ | 533 | $ | 491 | |||||
| (IN MILLIONS) |
Nine months ended September 30, 2010 |
Nine months ended September 30, 2009 |
% Variance 2010 vs. 2009 Reported |
Nine
months ended September 30, 2009 Constant Currency |
% Variance 2010 vs. 2009 Constant Currency |
|||||||||||||||
| Non-GAAP Adjusted Operating Income/(Loss) by Segment |
||||||||||||||||||||
| Watch |
$ | 244 | $ | 248 | (0.9 | )% | $ | 246 | (0.7 | )% | ||||||||||
| Buy |
300 | 242 | 23.2 | % | 251 | 19.3 | % | |||||||||||||
| Expositions |
55 | 36 | 58.9 | % | 36 | 55.1 | % | |||||||||||||
| Corporate and Eliminations |
(51 | ) | (35 | ) | (53.8 | )% | (33 | ) | (53.6 | )% | ||||||||||
| Total |
$ | 548 | $ | 491 | 11.5 | % | $ | 500 | 9.7 | % | ||||||||||
Watch. Operating income was $237 million for the nine months ended September 30, 2010 as compared to a loss of $160 million for the nine months ended September 30, 2009 driven by the impact of impairment charges recorded in September 2009. Additionally, the revenue performance discussed above was substantially offset by increases in costs associated with three-screen measurement initiatives as well as a $22 million increase in depreciation and amortization associated with technology infrastructure initiatives and Local People Meters.
Buy. Operating income increased 16.6% to $287 million for the nine months ended September 30, 2010 as compared to $245 million for the nine months ended September 30, 2009 due to the strong revenue performance mentioned above, offset by an increase in restructuring charges and the impact of changes in foreign currency exchange rates.
Expositions. Operating income was $55 million for the nine months ended September 30, 2010 as compared to a loss of $91 million for the nine months ended September 30, 2009 driven by the impact of impairment charges recorded in 2009 as well as lower depreciation expense and the costs savings effects of the Transformation Initiative and other productivity initiatives.
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Corporate and Eliminations. Operating loss was $64 million for the nine months ended September 30, 2010 as compared to an operating loss of $36 million for the nine months ended September 30, 2009 due to increases in certain product investments and global infrastructure costs as well as higher restructuring charges.
Liquidity and Capital Resources
Overview
Our contractual obligations, commitments and debt service requirements over the next several years are significant. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash. At September 30, 2010, cash and cash equivalents were $420 million and our total indebtedness was $8,571 million. In addition, we also had $668 million available for borrowing under our senior secured revolving credit facility at September 30, 2010.
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. Beginning in the fourth quarter of 2009 through October 2010 we have made voluntary permanent repayments of approximately $120 million on our existing term loans due August 2013. It is possible that continued changes to global economic conditions could adversely affect our cash flows through increased interest costs or our ability to obtain external financing or to refinance existing indebtedness.
Pursuant to our senior secured credit facilities, commencing in 2008, we are subject to making mandatory prepayments on the term loans within our senior secured credit facilities to the extent in any full calendar year we generate Excess Cash Flow (“ECF”), as defined in the credit agreement. The percentage of ECF that must be applied as a repayment is a function of several factors, including our ratio of total net debt to Covenant EBITDA (as defined below), as well other adjustments, including any voluntary term loan repayments made in the course of the calendar year. To the extent any mandatory repayment is required pursuant to this ECF clause, such payment must generally occur on or around the time of the delivery of the annual consolidated financial statements to the lenders. In 2009 our operations generated ECF, but no mandatory repayment was required due to our making voluntary repayments in the course of the year and our year-end total net debt to Covenant EBITDA ratio. Our next ECF measurement date will occur upon completion of the calendar year 2010 and therefore it is uncertain at this time if we will be required to make any corresponding mandatory prepayments in early 2011.
Financing Transactions
In January 2009, we issued $330 million in aggregate principal amount of 11.625% Senior Notes due 2014 at an issue price of $297 million with cash proceeds of approximately $290 million net of fees and expenses.
In February 2009, we entered into two three-year forward interest rate swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of our variable-rate debt at an average rate of 2.47%. The commencement date of the interest rate swaps coincided with a $1 billion notional amount interest rate swap maturity that was entered into in November 2006. These derivative instruments have been designated as interest rate cash flow hedges.
In March 2009, we purchased and cancelled approximately GBP 101 million of our total GBP 250 million outstanding 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby we paid, and participating note holders received, a price of £940 per £1,000 in principal amount of the notes, plus accrued interest. In conjunction with the GBP note cancellation we satisfied, and paid in cash, a portion of the remarketing settlement value associated with the cancelled notes to the two holders of a remarketing option associated with the notes. In addition, we unwound a portion of our existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. The net cash paid for the combined elements of this transaction was approximately $197 million. We completed a tender offer for the remaining outstanding debenture notes in June 2009.
In April 2009, we issued $500 million in aggregate principal amount of 11.5% Senior Notes due 2016 at an issue price of $461 million with cash proceeds of approximately $452 million, net of fees and expenses.
In June 2009, we purchased and cancelled all of our remaining outstanding GBP 149 million 5.625% EMTN debenture notes. This transaction was pursuant to a cash tender offer, whereby we paid, and participating note holders received, par value for the notes, plus accrued interest. In conjunction with the GBP note cancellation we satisfied, and paid in cash, the remarketing settlement value to the two holders of the remaining portion of the remarketing option associated with the notes. In addition, we unwound the remaining portion of its existing GBP/Euro foreign currency swap, which was previously designated as a foreign currency cash flow hedge. We recorded a net loss of approximately $12 million in June 2009 as a component of other expense, net in the condensed consolidated statement of operations as a result of the combined elements of this transaction. The net cash paid for the combined elements of this transaction was approximately $330 million.
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In June 2009, we entered into a Senior Secured Loan Agreement with Goldman Sachs Lending Partners, LLC, which provides for senior secured term loans in the aggregated principal amount of $500 million (the “New Term Loans”) bearing interest at a fixed rate of 8.50%. The New Term Loans are secured on a pari passu basis with our existing obligations under our senior secured credit facilities and have a maturity of eight years. The net proceeds from the issuance of the New Term Loans of approximately $481 million were used in their entirety to pay down senior secured term loan obligations under our existing senior secured credit facilities.
In June 2009, we received the requisite consent to amend our senior secured credit facilities to permit, among other things: (i) future issuances of additional secured notes or loans, which may include, in each case, indebtedness secured on a pari passu basis with our obligations under the senior secured credit facilities, so long as (a) the net cash proceeds from any such issuance are used to prepay term loans under the senior secured credit facilities at par until $500 million of term loans have been paid, and (b) 90% of the net cash proceeds in excess of the first $500 million from any such issuance (but all of the net cash proceeds after the first $2.0 billion) are used to prepay term loans under the senior secured credit facilities at par; and (ii) allow us to agree with lenders to extend the maturity of their term loans and revolving commitments and for it to pay increased interest rates or otherwise modify the terms of their loans in connection with such an extension (subject to certain limitations, including mandatory increases of interest rates under certain circumstances) (collectively, the “Amendment”). In connection with the Amendment, we extended the maturity of $1.26 billion of existing term loans from August 9, 2013 to May 1, 2016. The interest rate margins of term loans that were extended were increased to 3.75%. The Amendment and the subsequent extension of maturity of a portion of the existing term loans is considered a modification of our existing obligations and has been reflected as such in the condensed consolidated financial statements. We recorded a charge of approximately $4 million in June 2009 as a component of other expense, net in the condensed consolidated statement of operations primarily relating to the write-off of previously deferred debt issuance costs as a result of this modification.
On March 9, 2010, we entered into a three-year interest swap to fix the LIBOR-related portion of interest rates for $250 million of the Company’s variable-rate debt at 1.69%. This swap replaced the $500 million notional amount interest rate swap that matured on February 9, 2010. This derivative instrument has been designated as an interest rate cash flow hedge.
On August 12, 2010, we completed a term loan extension offer in accordance with the terms of our senior secured credit facilities pursuant to which the maturity of $1,373 million and €94 million (collectively approximately $1,495 million) of existing term loans due August 9, 2013 were extended to May 1, 2016. The interest rate margin of term loans that have been extended were increased to 3.75%, subject to a 0.25% decrease based upon our attaining certain specified financial metrics, and, separately, subject to a further 0.25% reduction based upon our attaining certain credit ratings. This modification resulted in no significant impact to our consolidated financial statements for any period presented.
In October 2010, we issued $750 million in aggregate principal amount of 7.75% Senior Notes due 2018 at an issue price of $745 million with cash proceeds of approximately $731 million, net of fees and expenses.
In October 2010, we exercised our option to redeem $750 million of our outstanding $869 million ($870 million principal amount) 10% Senior Notes due 2014 at a price of 105% of the amount being redeemed. The redemption and subsequent retirement of these notes will result in a loss of approximately $62 million associated with the redemption option premium and recognition of previously deferred debt issuance costs in the fourth quarter of 2010.
In October 2010, we voluntarily repaid $13 million and €5 million (collectively approximately $20 million) of our existing term loans due August 2013.
Cash Flows
Operating activities. Net cash provided by operating activities was $295 million for the nine months ended September 30, 2010, compared to $322 million for the nine months ended September 30, 2009. The primary driver for the reduction in cash provided by operating activities was the reduction in working capital performance and higher interest payments, which more than offset the growth in operating income excluding the impact of non-cash depreciation and amortization. The reduction in working capital performance resulted primarily from an approximately $141 million reduction due to the timing of client billings and lower year over year accounts receivable collection performance. Our key collections performance measure, days billing outstanding (DBO), increased by 3 days to 53 days for the nine months ended September 30, 2010 compared to a decrease of 4 days to 51 days for the nine months ended September 30, 2009. These reductions were only partially offset by the timing of employee compensation and other accruals as well as lower restructuring and tax payments.
Investing activities. Net cash used in investing activities was $241 million for the nine months ended September 30, 2010, compared to $221 million for the nine months ended September 30, 2009. The primary driver for the increase in the usage of cash from investing activities was the increase in capital expenditures.
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Capital expenditures for property, plant, equipment, software and other assets totaled $226 million for the nine months ended September 30, 2010 compared to $204 million for the nine months ended September 30, 2009. The primary reasons for the increase in capital expenditures related to higher spending for technology infrastructure development.
Financing activities. Net cash used in financing activities was $141 million for the nine months ended September 30, 2010, compared to $184 million for the nine months ended September 30, 2009. We repaid our €50 million EMTN in May 2010 and repaid $220 million on our senior secured revolving credit facility and executed numerous financing transactions in 2009 described under the “Financing Transactions” section above.
Covenant EBITDA
Our senior secured credit facility contains a covenant that requires our wholly-owned subsidiary Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a maximum ratio of consolidated total net debt, excluding Nielsen net debt, to Covenant EBITDA, calculated for the trailing four quarters (as determined under our senior secured credit facility). For test periods commencing:
| (1) | between October 1, 2009 and September 30, 2010, the maximum ratio is 8.0 to 1.0; |
| (2) | between October 1, 2010 and September 30, 2011, the maximum ratio is 7.5 to 1.0; |
| (3) | between October 1, 2011 and September 30, 2012, the maximum ratio is 7.0 to 1.0; and, |
| (4) | after October 1, 2012, the maximum ratio is 6.25 to 1.0. |
In addition, our senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a minimum ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense, calculated for the trailing four quarters (as determined under our senior secured credit facility). For test periods commencing:
| (1) | between October 1, 2009 and September 30, 2010 the minimum ratio requirement is 1.65 to 1.0; |
| (2) | between October 1, 2010 and September 30, 2011 the minimum ratio requirement is 1.75 to 1.0; |
| (3) | between October 1, 2011 and September 30, 2012, the minimum ratio is 1.60 to 1.0; and, |
| (4) | after October 1, 2012, the minimum ratio is 1.50 to 1.0. |
Failure to comply with either of these covenants would result in an event of default under our senior secured credit facility unless waived by our senior credit lenders. An event of default under our senior credit facility 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 facility and these covenants are material to us. As of September 30, 2010, we were in compliance with the covenants described above.
We also measure the ratio of secured net debt to Covenant EBITDA, as it impacts the applicable borrowing margin under our senior secured term loans due 2013. During periods when the ratio is less than 4.25 to 1.0, the applicable margin is 25 basis points lower than it would be otherwise. As of September 30, 2010 this ratio was less than 4.25 to 1.0.
Covenant earnings before interest, taxes, depreciation and amortization (“Covenant EBITDA”) is a non-generally accepted accounting principle (“GAAP”) measure used to determine our compliance with certain covenants contained in our senior secured credit facilities. Covenant EBITDA is defined in our senior secured credit facilities as net income/(loss) from continuing operations, as adjusted for the items summarized in the table below. Covenant EBITDA is not a presentation made in accordance with GAAP, and our use of the term Covenant EBITDA varies from others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Covenant EBITDA should not be considered as an alternative to net income/(loss), operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Covenant 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.
For example, Covenant EBITDA:
| • | excludes income tax payments; |
| • | does not reflect any cash capital expenditure requirements; |
| • | does not reflect changes in, or cash requirements for, our working capital needs; |
| • | does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; |
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| • | does not reflect management fees payable to the Sponsors; |
| • | does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our new senior secured credit facility may consider not to be indicative of our ongoing operations. |
In particular, our definition of Covenant EBITDA allows us to add back certain non-cash and non-recurring charges that are deducted in determining net income. However, these are expenses that may recur, vary greatly, and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.
Because of these limitations we rely primarily on our GAAP results. However, we believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Covenant EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our future financing covenants.
The following is a reconciliation of our income/(loss) from continuing operations, for the three and twelve months ended September 30, 2010, to Covenant EBITDA as defined above under our senior secured credit facilities:
| Covenant
EBITDA (unaudited) |
||||||||
| (IN MILLIONS) |
Three months ended September 30, 2010 |
Twelve months ended September 30, 2010 |
||||||
| Income from continuing operations |
$ | 22 | $ | 191 | ||||
| Interest expense, net |
168 | 651 | ||||||
| Provision/(benefit) for income taxes |
2 | (57 | ) | |||||
| Depreciation and amortization |
142 | 567 | ||||||
| EBITDA |
334 | 1,352 | ||||||
| Non-cash charges(1) |
4 | 18 | ||||||
| Unusual or non-recurring items(2) |
20 | (80 | ) | |||||
| Restructuring charges and business optimization costs(3) |
13 | 102 | ||||||
| Sponsor monitoring fees(4) |
3 | 12 | ||||||
|
Other(5) |
12 | 11 | ||||||
| Covenant EBITDA |
$ | 386 | $ | 1,415 | ||||
| Credit Statistics: |
||||
| Current portion of long term debt, capital lease obligation and other short-term borrowings |
$ | 38 | ||
| Non-current portion of long-term debt and capital lease and other obligations |
8,533 | |||
| Total debt |
8,571 | |||
| Cash and cash equivalents |
420 | |||
| Less: Additional deduction per credit agreement |
10 | |||
| Less: Cash and cash equivalents of unrestricted subsidiaries |
7 | |||
| Cash and cash equivalents excluding cash of unrestricted subsidiaries/deduction |
403 | |||
| Net debt, including Nielsen net debt(6) |
8,168 | |||
| Less: Unsecured debenture loans |
(3,391 | ) | ||
| Less: Other unsecured net debt |
(4 | ) | ||
| Secured net debt(7) |
$ | 4,773 | ||
| Net debt, excluding $422 million (at September 30, 2010) of Nielsen net debt(8) |
$ | 7,746 | ||
| Ratio of secured net debt to Covenant EBITDA |
3.37 | |||
| Ratio of net debt (excluding Nielsen net debt) to Covenant EBITDA(9) |
5.47 | |||
| Consolidated interest expense, including Nielsen interest expense(10) |
$ | 522 | ||
| Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense |
2.71 |
| (1) | Consists of non-cash items that are permitted adjustments in calculating covenant compliance under the senior secured credit facility, primarily share-based compensation. |
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| (2) | Unusual or non-recurring items include (amounts in millions): |
| Three months ended September 30, 2010 |
Twelve months ended September 30, 2010 |
|||||||
| Currency exchange rate differences on financial transactions and other losses, net(a) |
$ | 5 | $ | (131 | ) | |||
| Loss on derivative instruments |
5 | 23 | ||||||
| Duplicative running costs(b) |
4 | 8 | ||||||
| U.S. listing costs/consulting fees |
— | 7 | ||||||
|
Other (c) |
6 | 13 | ||||||
| Total |
$ | 20 | $ | (80 | ) | |||
| (a) | Represents foreign exchange gains or losses on revaluation of external debt and intercompany loans and other non-operating gains or losses. |
| (b) | Represents dual running costs for productivity improvement initiatives. |
| (c) | Includes other unusual or non-recurring items that are required or permitted adjustments in calculating covenant compliance under the senior secured credit facility. |
| (3) | Restructuring charges and business optimization costs, severance and relocation costs. |
| (4) | Represents the annual Sponsor monitoring fees. |
| (5) | These adjustments include the pro forma EBITDA impact of businesses that were acquired or divested during the last twelve months, loss on sale of fixed assets, subsidiaries and affiliates, dividends received from affiliates; equity in net loss of affiliates, and the exclusion of Covenant EBITDA attributable to unrestricted subsidiaries. |
| (6) | Net debt, including Nielsen net debt, is not a defined term under GAAP. Net debt is calculated as total debt less cash and cash equivalents at September 30, 2010 excluding a contractual $10 million threshold and cash and cash equivalents of unrestricted subsidiaries of $7 million. |
| (7) | The net secured debt is the consolidated total net debt that is secured by a lien on any assets or property of a loan party or a restricted subsidiary. |
| (8) | Net debt, as defined, excluding $422 million of Nielsen net debt, is not a defined term under GAAP. Nielsen and our unrestricted subsidiaries are not subject to the restrictive covenants contained in the senior secured credit facility, and Nielsen’s Senior Discount Notes are not considered obligations of any of Nielsen’s subsidiaries. Therefore, these notes will not be taken into account when calculating the ratios under the senior secured credit facility. |
| (9) | For the reasons discussed in footnote (8) above, the ratio of net debt (excluding Nielsen’s Senior Discount Notes) to Covenant EBITDA presented above does not include $422 million of Nielsen net indebtedness. |
| (10) | Consolidated interest expense is not a defined term under GAAP. Consolidated interest expense for any period is defined in our senior secured credit facility as the sum of (i) the cash interest expense of Nielsen Holding and Finance B.V. and its subsidiaries with respect to all outstanding indebtedness, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance and net costs under swap contracts, net of cash interest income, and (ii) any cash payments in respect of the accretion or accrual of discounted liabilities during such period related to borrowed money (with a maturity of more than one year) that were amortized or accrued in a previous period, excluding, in each case, however, among other things, the amortization of deferred financing costs and any other amounts of non-cash interest, the accretion or accrual of discounted liabilities during such period, commissions, discounts, yield and other fees and charges incurred in connection with certain permitted receivables financing and all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees. Consolidated interest expense, including Nielsen interest expense, is calculated as total consolidated interest expense for the four consecutive fiscal quarter periods ended on September 30, 2010, including $5 million of interest expense of Nielsen as follows: |
| (IN MILLIONS) |
||||
| Cash Interest Expense |
$ | 504 | ||
| Less: Cash Interest Income |
4 | |||
| Net Cash Interest Expense for the twelve months ended September 30, 2010 |
500 | |||
| Pro Forma impact for acquisitions, divestitures and debt issuance and retirement |
22 | |||
| Pro Forma Cash Interest Expense for the twelve months ended September 30, 2010 |
$ | 522 | ||
See “—Liquidity and Capital Resources” for further information on our indebtedness and covenants.
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Transactions with Sponsors and Other Related Parties
We recorded $3 million and $9 million in selling, general and administrative expenses related to management fees, travel and consulting attributable to a number of the Sponsors for both the three and nine months ended September 30, 2010 and September 30, 2009, respectively.
On September 30, 2010, we declared and paid a €4 million (approximately $5 million) dividend to the former Valcon Acquisition Holdings, B.V., now Nielsen Holdings B.V. (“Dutch Holdco”), our penultimate parent, in order to fund Dutch Holdco’s redemption of common shares held by certain former employees.
At September 30, 2010, accounts payable and other current liabilities include a $27 million payable to Dutch Holdco, our penultimate parent, associated with certain Dutch Holdco tax liabilities relating to our operations.
Commitments and Contingencies
Sunbeam Television Corp.
Sunbeam Television Corp. (“Sunbeam”) filed a lawsuit in Federal District Court in Miami, Florida on April 30, 2009. The lawsuit alleges that Nielsen Media Research, Inc. violated Federal and Florida state antitrust laws and Florida’s unfair trade practices laws by attempting to maintain a monopoly and abuse its position in the market, and breached its contract with Sunbeam by producing defective ratings data through its sampling methodology. The complaint did not specify the amount of damages sought and also sought declaratory and equitable relief. We believe this lawsuit is without merit and intend to defend it vigorously.
Other Legal Proceedings and Contingencies
Nielsen is subject to litigation and other claims in the ordinary course of business.
Off-Balance Sheet Arrangements
Except as disclosed above, 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
Consolidation
In January 2010, the Financial Accounting Standards Board (“FASB”) issued updates to its consolidation accounting standards to clarify that the scope of the decrease in ownership provisions applies to: (1) a subsidiary or group of assets that is a business; (2) a subsidiary that is a business that is transferred to an equity method investee or joint venture and (3) an exchange of a group of assets that constitutes a business for a noncontrolling interest in an entity (including an equity method investee or joint venture). If a decrease in ownership occurs in a subsidiary that is not a business, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP. This guidance was effective for Nielsen retroactive to January 1, 2009, however, the guidance did not have an impact on previously issued consolidated financial statements and did not have a material impact on our condensed consolidated financial statements as of September 30, 2010 or for the three and nine months then ended.
In September 2009, the FASB issued an update that amends the consolidation guidance applicable to variable interest entities (“VIE”) and changes how a reporting entity evaluates whether an entity is considered the primary beneficiary of a VIE and is therefore required to consolidate such VIE and will also require assessments at each reporting period of which party within the VIE is considered the primary beneficiary and will require a number of new disclosures related to VIE. These updates are effective for fiscal years beginning after November 15, 2009. The adoption of this guidance, effective January 1, 2010, did not have a material impact on our condensed consolidated financial statements as of September 30, 2010 or for the three and nine months then ended.
Fair Value Measurements
In January 2010, the FASB issued updates to its fair value measurement standards that require entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. We do not currently have fair value measurements within the Level 3 category and therefore the adoption did not have a material impact on our condensed consolidated financial statements as of September 30, 2010 or for the three and nine months then ended.
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Revenue Recognition
In October 2009, the FASB issued updates to its accounting standards pertaining to multiple-deliverable revenue arrangements requiring entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The guidance eliminates the residual method of revenue allocation and requires revenue to be allocated using the relative selling price method and is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after September 15, 2010. We are currently evaluating the impact of the revised accounting standards, but do not expect the adoption to have a material 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. To manage the volatility relating to these exposures, we historically entered into a variety of derivative financial instruments, mainly interest rate swaps, foreign 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.
Foreign Currency Exchange Risk
We operate globally and predominantly generate revenue and expenses in local currencies. Approximately 47% of our revenues and 46% of our operating costs were generated in currencies other than the U.S. Dollar for the nine months ended September 30, 2010. 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.
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 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. We do not use derivative financial instruments for trading or speculative purposes.
The table below details the percentage of revenues and expenses by currency for the nine months ended September 30, 2010:
| U.S. Dollars | Euro | Other Currencies | ||||||||||
| Revenues |
53 | % | 14 | % | 33 | % | ||||||
| Operating costs |
54 | % | 14 | % | 32 | % | ||||||
Based on the twelve months ended December 31, 2009, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million annually, with an immaterial impact on operating income.
Effective July 1, 2010, we designated our Euro denominated variable rate senior secured term loans due 2013 and 2016 as non-derivative hedges of our net investment in a European subsidiary. Beginning on July 1, 2010, gains or losses attributable to fluctuations in the Euro as compared to the U.S. Dollar associated with this debenture were recorded to the cumulative translation adjustment within stockholders’ equity, net of income tax. We recorded losses of $32 million (net of tax of $21 million) to the cumulative translation adjustment for the three months ended September 30, 2010 associated with changes in foreign currency exchange rates attributable to these loans and therefore no gains or losses were recorded within our net income/(loss) for the three months ended September 30, 2010. Our net income/(loss) reflected foreign currency exchange gains of $96 million for the nine months ended September 30, 2010 and losses of $32 million and $38 million for the three and nine months ended September 30, 2009, respectively associated with these loans.
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. In November 2010, $1 billion in notional amount of interest rates swaps will mature and we are currently evaluating appropriate alternatives. At September 30, 2010, we had $4,615 million in carrying value of floating-rate debt under our senior secured credit facilities and our EMTN floating rate notes. A one percentage point increase in these floating rates would increase our annual interest expense by
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approximately $46 million. In February 2009, we modified the reset interest rate underlying our senior secured term loan in order to achieve additional economic interest benefit and, as a result, all existing floating-to-fixed interest rate swap derivative financial instruments became ineffective. All changes in fair value of the affected interest rate swaps are reflected as a component of derivative gains and losses within our consolidated statement of operations.
On March 9, 2010, we entered into a three-year interest swap to fix the LIBOR-related portion of interest rates for $250 million of our variable-rate debt at 1.69%. This swap replaced the $500 million notional amount interest rate swap that matured on February 9, 2010. This derivative instrument has been designated as an interest rate cash flow hedge.
In February 2009, we entered into two three-year forward interest rate swap agreements with starting dates of November 9, 2009. These agreements fix the LIBOR-related portion of interest rates for $500 million of our variable-rate debt at an average rate of 2.47%. The commencement date of the interest rate swaps coincided with the $1 billion notional amount interest rate swap that matured on November 9, 2009. These derivative instruments have been designated as interest rate cash flow hedges.
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.
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| 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.
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2010 (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act 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.
| (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.
| Item 1. | Legal Proceedings |
Information in response to this Item is incorporated by reference to the information set forth in Note 13 “Commitments and Contingencies” in the Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 above.
| 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, 2009.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable.
| Item 3. | Defaults Upon Senior Securities |
Not applicable.
| Item 4. | (Removed and Reserved) |
| Item 5. | Other Information |
Amended and Restated Employment Agreement with Mr. David L. Calhoun
On October 27, 2010, the Company entered into an amended and restated employment agreement (the “Restated Agreement”) with Mr. David L. Calhoun, its Chief Executive Officer, which modifies certain terms of the employment agreement (the “Employment Agreement”) between the Company and Mr. Calhoun, dated August 22, 2006, amended effective as of September 14, 2006 and further amended and restated effective December 15, 2008, The Employment Agreement as it was in effect prior to the Restated Agreement is described in Item 11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
The Restated Agreement has an employment term which commenced as of October 27, 2010 and, unless earlier terminated, will continue until December 31, 2014. Under the Restated Agreement, Mr. Calhoun is entitled to a base salary of $1,625,000, subject to such increases, if any, as may be determined by the Company’s Compensation Committee. In connection with entering into the Restated Agreement, Mr. Calhoun received an additional signing bonus of $6,000,000, which he must repay in full if Mr. Calhoun’s employment terminates for any reason prior to January 1, 2013. If Mr. Calhoun’s employment terminates for any reason after January 1, 2013 but prior to January 1, 2015, Mr. Calhoun must repay a portion of this signing bonus, pro-rated based on the number of years he has worked following January 1, 2013.
Under the terms of the original Employment Agreement, Mr. Calhoun is entitled to receive a lump sum deferred compensation benefit from us in the amount of $14,500,000 upon the earlier of his termination of employment or January 1, 2012, with interest accrued through such payment date, less any deferred compensation benefits he receives from previous employment. Mr. Calhoun is fully vested in this deferred compensation benefit at all times. Beginning January 1, 2012, the Restated Agreement requires Nielsen to accrue $1,000,000 per year as an additional deferred compensation benefit for Mr. Calhoun. Any amounts so accrued will be payable to him on the earlier of January 1, 2015 or the termination of his employment.
The terms of all options granted to Mr. Calhoun pursuant to the Company’s 2006 Stock and Acquisition Plan were amended by the Restated Agreement to provide that any such vested options will continue to be exercisable until the later of ninety days after the date of any termination of Mr. Calhoun’s employment, or the original expiration date of such options as provided for in the applicable award agreements.
Under the Restated Agreement, Mr. Calhoun is entitled to the following payments and benefits in the event of a termination by reason of his death or “disability”, by us without “cause” or by Mr. Calhoun for “good reason” (as such terms are defined in the Restated Agreement) during the employment term: (1) subject to his compliance with certain restrictive covenants, an amount equal to two times the sum of (A) his annual base salary and (B) the greater of either the annual bonus paid in respect of the fiscal year preceding the fiscal year in which the termination occurs or the annual bonus paid in respect of the 2010 fiscal year, provided that such payment is in lieu of any other benefits to which Mr. Calhoun might otherwise be entitled; (2) a pro-rata annual bonus for the year of termination based on attainment of performance goals; (3) payment of any vested or accrued deferred compensation benefits; (4) a pro-rata payment of the next installment (if any) of his signing bonus under the original Employment Agreement and (5) continued health and welfare benefits for up to two years at our cost.
The Restated Agreement also provides that, in the event of a change in control, any then-unvested time-based stock options will become vested and exercisable in full. Any then-unvested performance-based stock options will become vested and exercisable in full, if as a result of such change in control, the Sponsors realize an aggregate return in excess of a specified multiple of their equity investment in the Company (including all dividends and other payments).
The foregoing description of the Restated Agreement does not purport to be complete and is qualified in its entirety by the terms of the Restated Agreement, a copy of which is filed as Exhibit 10.3 to this Report.
First Amendment to Mr. Calhoun’s Management Stockholder’s Agreement
On October 27, 2010, Dutch Holdco and Mr. Calhoun entered into the First Amendment (the “First Amendment”) to Mr. Calhoun’s Management Stockholder’s Agreement (the “Management Stockholder’s Agreement”), dated October 27, 2010. The First Amendment provides that after an initial public offering but prior to the date when the restrictions on his ability to sell shares of Dutch Holdco that he owns lapse (all as currently state in his Management Stockholder’s Agreement), when and if Mr. Calhoun exercises any of his vested stock options, he will be permitted to sell into the public market, through a broker program that is compliant with the applicable requirements and limitations of the Sarbanes-Oxley Act of 2002, up to the number of shares he acquires upon exercise of such options that are necessary to pay both the exercise price and the minimum amount of withholding taxes, due on the exercise of such vested stock options at that time. However, the First Amendment also provides that the number of shares sold by Mr. Calhoun to cover such exercise prices and withholding taxes will reduce the number of Dutch Holdco shares that, under the Management Stockholder’s Agreement absent this amendment, he would otherwise have the right to sell through any secondary registration that Dutch Holdco’s majority shareholders implement.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the terms of the First Amendment, a copy of which is filed as Exhibit 10.2 to this Report.
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| Item 6. | Exhibits |
| Exhibit |
Description of Exhibits | |
| 10.1 | Amendment No. 1, dated as of August 13, 2010, to the Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, as a U.S. Borrower, TNC (US) Holdings Inc., as a U.S. Borrower, Nielsen Holding and Finance B.V., as Dutch Borrower, the Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 16, 2010, incorporated herein by reference. | |
| 10.2 | Amendment No. 1, dated as of October 27, 2010, to the Management Stockholders’ Agreement by and among Nielsen Holdings B.V. (f/k/a Valcon Acquisition Holding B.V. a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.à.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and David L. Calhoun. | |
| 10.3 | Second Amended and Restated Employment Agreement, dated as of October 27, 2010, by and among David L. Calhoun and Nielsen Holdings, The Nielsen Company B.V., a Netherlands corporation, and TNC (US) Holdings, Inc. (formerly VNU, Inc.), a Delaware corporation. | |
| 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) | |
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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.
| The Nielsen Company B.V. (Registrant) | ||
| Date: October 27, 2010 | /s/ Jeffrey R. Charlton | |
| Jeffrey R. Charlton | ||
| Senior Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer | ||
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EXHIBITS
| Exhibit |
Description of Exhibits | |
| 10.1 | Amendment No. 1, dated as of August 13, 2010, to the Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, as a U.S. Borrower, TNC (US) Holdings Inc., as a U.S. Borrower, Nielsen Holding and Finance B.V., as Dutch Borrower, the Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 16, 2010, incorporated herein by reference. | |
| 10.2 | Amendment No. 1, dated as of October 27, 2010, to the Management Stockholders’ Agreement by and among Nielsen Holdings B.V. (f/k/a Valcon Acquisition Holding B.V. a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.à.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and David L. Calhoun. | |
| 10.3 | Second Amended and Restated Employment Agreement, dated as of October 27, 2010, by and among David L. Calhoun and Nielsen Holdings, The Nielsen Company B.V., a Netherlands corporation, and TNC (US) Holdings, Inc. (formerly VNU, Inc.), a Delaware corporation. | |
| 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) | |
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