nielsen investor overview
TRANSCRIPT
FEBRUARY 2014
NIELSEN INVESTOR OVERVIEW
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FORWARD LOOKING STATEMENTS
The following discussion contains forward-looking statements, including those about Nielsen’s outlook and prospects, in the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those which are not historical facts. These and other statements that relate to future results and events are based on Nielsen’s current expectations as of February 19, 2014.
Our actual results in future periods may differ materially from those currently expected because of a number of risks and uncertainties. The risks and uncertainties that we believe are material are outlined in our disclosure filings and materials, which you can find on http://nielsen.com/investors. Please consult these documents for a more complete understanding of these risks and uncertainties. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Our outlook is provided for the purpose of providing information about current expectations for 2014. This information may not be appropriate for other purposes.
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Our focus is to drive shareholder value through substantial growth, profitability and improvement of cash flow
BuyWatch
NIELSEN AT A GLANCE
40% 60%
2013 Revenue
$5.7B 2013 Free Cash Flow
$573M
2013 Adjusted EBITDA Margin
28.4%
Dividend Yield
1.7% Market Cap
$17.7B Private Equity Ownership
33%
Measurement and analytics for content, advertising, and activity
for TV, digital, social and audio
Measurement of sales, market share and analytics for consumer goods
2013 Revenue
$2.3B Adjusted EBITDA Margin
43% 2013 Revenue
$3.4B Adjusted EBITDA Margin
19%
*Market Cap and Dividend Yield are reported as of 2/19/14
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NIELSEN’S BUSINESS STRATEGY & OBJECTIVES
BUY
WATCH
Expand coverage of consumer purchase behavior globally
Measure more ways that consumers spend time with media
BUY + WATCH
Understand how media consumption relates to purchase behavior
OUR VALUES
OPEN
SIMPLE
INTEGRATED
OUR BRAND
QUALITY
INTEGRITY
NEUTRALITY
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SOLID BUSINESS MODEL DRIVES COMPELLING RESULTS
Well positioned to deliver consistent results
(1) Based on constant currency growth
• 5% revenue CAGR from ‘08 to ’13
• 30 quarters of consecutive growth
• Investing in key growth opportunities
• More than 400bps of margin expansion ‘08 to‘13
• Significant market/product reinvestment
• Sustainable operating efficiencies
• 8x increase in Adj. Net Income ‘08-’13 • Reduced Int. expense by more than $300M since ‘08 • Cash Tax rate down 50% ’08-’13 to ~16%
• De-levered from 9.1x to ~3.5xPF between ’06 to ’13
• Capital return through Dividend…~40% Payout ratio • $500M stock buy-back program announced
ADJ. NET INCOME GROWTH
CAPITAL EFFICIENCY
CONSISTENT REVENUE GROWTH
OPERATING LEVERAGE
FRAMEWORK RESULTS
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LEADERSHIP POSITIONS
AUDIENCE MEASUREMENT – AUDIO
RETAIL MEASUREMENT
AUDIENCE MEASUREMENT – VIDEO
AUDIENCE MEASUREMENT – SOCIAL
MARKETING EFFECTIVENESS
NEW PRODUCT INNOVATION
INFORMATION
INSIGHTS
Only scale player with broad capabilities and global footprint
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OUR GROWING GLOBAL FOOTPRINT
Nielsen presence
Our focus is relentless on our pursuit to provide clients with the most complete understanding of what consumers buy and watch in approximately 100 countries…
…underscored by a global employee base of 35,000 talented associates we work hard to attract, develop and retain
U.S. & Canada 56%
Western Europe 17%
Asia <15%
LatAm, Africa, <15%
Middle East, Eastern Europe
No single currency is >3%, excluding USD, CAD, EUR & GBP
2013PF REVENUE DISTRIBUTION
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LONG-TERM, BEST-IN-CLASS CLIENT BASE
For 90 years, we have been at the forefront of measuring consumers around the world, helping clients drive better business decisions and profitable growth over time
• 20,000+ clients
• Relationships with top 10 clients for over 30 years
• Long-term contracts provide stable, recurring revenues – average length of 3-10 years
• No client represents more than 4% of 2013 revenues
BUY WATCH HIGHLIGHTS
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KEEPING PACE WITH THE CHANGING LANDSCAPE
Nielsen Twitter TV
Ratings
• Measuring audience reach by age and gender of content viewed online, with additional content types and devices to be supported in future releases
• Leverages same measurement methodology used in Nielsen Online Campaign Ratings
• Live Q1 2014
• able STB or Satellite receiver and/or with a broadband connection.” • Live Q4 2013
Digital Program Ratings
• Syndicated-standard metric around the reach of the TV conversation on Twitter • Complements Nielsen’s existing TV ratings, giving TV networks and advertisers
the real-time metrics required to understand TV audience social activity • Live Q4 2013
Mobile Measurement
• Connects what viewers watch and buy, by linking proprietary local television viewing data with consumer transactions and auto registrations
• Extends into 40+ buyer categories, including automotive, retail shopping, quick-service restaurants, and grocery stores
• Live Q1 2014
Local Buyer Reach
• Expanding our TV ratings to include mobile devices • Viewing of TV programming content consumed on tablets or smartphones will
be ‘credited’ to the existing TV ratings • Live Fall 2014
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WHY INVEST IN NIELSEN?
Focus on delivering value to clients and shareholders
Comprehensive understanding of what consumers buy and watch
Global leader in our segments with market presence in 100+ countries
“Mission critical” measurement and analytics embedded in client workflows
Syndicated, scalable products and services
Strategic investments to drive continued and future growth opportunities
Proven track record of growth and economic resilience
Accelerated earnings growth through deleveraging
Return of capital to shareholders through dividend
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WHAT CONSUMERS BUY Broad, unparalleled reach of consumers worldwide
2B electronic
records collected weekly
1.7M+ store
visits monthly
25M+ characteristics
collected for 30M products
3M store level data files annually
16M consumer surveys
per year
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BUY: PROVIDING INFORMATION AND INSIGHTS Total 2013 Revenue: $3.4B
Our measurement and analytics are embedded
in the operating disciplines of our clients, helping to
drive their growth
Marketing C-Suite Supply Chain
Research Sales Investor and Media
Relations
2013 Revenue: $2.6B
Retail sales measurement and market share information
• Presence in 100+ countries
• Measure billions of monthly point-of-sale transactions
• Store level data from nearly 2 million stores, supplemented from proprietary household level data from 240K households
2013 Revenue: $758M
Advanced analytical capabilities and solutions
• Demand strategy
• Help clients “see around corners”
• Product innovation
• Pricing and promotion
• Marketing ROI
INFORMATION INSIGHTS
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BUY: HELPING CLIENTS MAKE KEY BUSINESS DECISIONS
Retail Measurement Services (RMS)
• Provides metrics for sales, package, market share, distribution
• 100+ countries measured
• Allows clients to track brands and category performance
Consumer Panel Service (CPS)
• Provides metrics around consumer behavior – penetration, buying rate, frequency – using a panel of households
• 27 countries measured
• Allows clients to understand shopping habits of households
• Allows clients to understand sales potentials and answer questions regarding marketing ROI
• Product Innovation
• Sales volume
• Concept/product testing
• Pricing & Promotion
• Marketing Mix
• Shelf & Assortment
INFORMATION INSIGHTS
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DEVELOPING MARKETS
GROWTH OF MIDDLE CLASS DEVELOPING MARKETS REVENUE
3.7B
7.0B
8.3B
BIGGEST INCREASE EVER ACCELERATION WITH LOCALS
$0.6B
$1.2B
$0.4B
LOCALS
$0.8B
GLOBAL
MNCs
11% CAGR
10-30% Growth
Source: OECD; CAGR represented in constant currency
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NIELSEN IN DEVELOPING MARKETS
TREND EARLY STAGE LATE STAGE
INVESTMENT $$$ $
COVERAGE NATIONAL HYPER-LOCAL, GRANULAR
LOCAL CLIENTELE <50% >50%
MARGINS LOW- TO MID-TEENS (i.e., Africa)
LOW 30’S (i.e., Brazil)
Predictable, attractive long-term investment
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WHAT CONSUMERS WATCH Measuring consumption across screens
6K+ TV stations monitored
1B+ web ads tracked
daily
1.6T+ web impressions
collected annually
6M+ television programs
measured
7+M mobile phones
on which activity is monitored
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WATCH: MEASURING CONSUMPTION ACROSS SCREENS Total 2013 Revenue: $2.3B
Our measurement and analytics are embedded
in the operating disciplines of our clients, helping to
drive their growth
Media Executives
Programmers Media Sales
Agencies and
Advertisers
Marketing Investor and Media
Relations
Global television audience measurement
• “Currency” in US television advertising
• International television measurement
• Television audience measurement in 33 countries
• Proprietary data methods
• Innovation around viewer behavior and fragmentation
Digital measurement, audience analytics and consumer research
• Online Campaign Ratings
• Digital Program Ratings
• Mobile measurement
• Leader in social media measurement
• Strategic partnerships (Facebook, Twitter)
TELEVISION DIGITAL
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Radio to add ~2 hours of additional measurement
NIELSEN AUDIO Expanded measurement of global consumers
COST SYNERGIES
• Corporate Overhead
• Real estate and procurement
• Operations
• Platform consolidation
STRATEGY • Transition all measurement to
Nielsen platforms
• Eliminate duplicate functions and layers
• Cultivate the best talent
INVESTMENTS
• Quality Enhancements
• Digital Audio (Streaming) Audience Measurement
• Audio Sales Effect - ROI
• Global expansion
$45MM NET BENEFIT
UNDISPUTED LEADER IN
AUDIO ENCODING TECH + FOOTPRINT + TALENT
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WATCH: TRENDS SHAPING WHAT CONSUMERS WATCH
ONLINE CAMPAIGN & DIGITAL PROGRAM RATINGS
TABLET & SMARTPHONE MEASUREMENT
DIGITAL AUDIO MEASUREMENT
Audience measurement standards for video, audio,
text
FRAGMENTATION
BUYER INSIGHTS
TWITTER TV RATINGS
NIELSEN CATALINA SOLUTIONS
MARKETING MIX
MARKETING SPEND ROI Advertising effectiveness, audience engagement and
impact metrics
GLOBAL EXPANSION OF TV RATINGS, AUDIO, ONLINE
CAMPAIGN RATINGS, BRANDEFFECT
GLOBAL World class currency quality measurement for video &
audio
TREND CLIENT NEED NIELSEN’S ANSWER
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NIELSEN ONLINE CAMPAIGN RATINGS
*Nielsen Online Campaign Ratings is accredited by the Media Rating Council (MRC). Featured elements including DMA, verification and viewability are not currently accredited, but are undergoing review by MRC.
Delivering accurate audience measurement for online advertising campaigns , comparable to TV, helping advertisers, agencies and publishers deliver improved
ROI across platforms
Directly measures demographics from Facebook’s 150mm+ person registry, surpassing other methods of reporting campaign audience
Delivers unique reach, frequency, viewability and verification across campaigns, by publisher, by placement
Provides Online Gross Rating Points (GRPs) consistent with Nielsen TV Ratings
Delivers results overnight WITH demographics
Provides MRC* accredited demographic ratings, that provide unique audience views for internet advertising campaigns
Q4’10 • Nielsen/Facebook announcement
Q3’11 • OCR launch… MRC accreditation
Q4’11 • 100 campaigns
Q1’12 • Unilever, Group M announcements
Q2’12 • Publisher guarantees at Upfronts • 1,000 campaigns
Q3’12 • XCR beta period
Q4’12 • XCR launches… TV & Digital
Q1’13 • ABC cross-platform guarantees
Q2’13 • OCR international expansion • Digital Program Ratings
Q3’13 • First testing of mobile OCR complete
Q4’13 • Experian as 2nd data provider • Google tag acceptance • 11,000 campaigns
KEY MILESTONES
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THE DIGITAL OPPORTUNITY
$83B
AD SPEND MEASUREMENT SPEND
U.S. INDUSTRY OUTLOOK
$15B
~2%
$18B
<1%
~$300M opportunity
~$200M opportunity
2017 Digital Video (incl. Mobile) Spend 2017 Digital Display Spend 2013-2017 CAGR: 25% 2013-2017 CAGR: 11%
2%
2013 TV/Radio Spend 2013-2017 CAGR: 4%
AD SPEND MEASUREMENT SPEND
AD SPEND MEASUREMENT SPEND
Industry significantly benefits from a single currency
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POISED TO CAPITALIZE ON SIGNIFICANT GROWTH OPPORTUNITIES
GLOBAL
TV
PC
Over the Top Device
Smartphone
Tablet
OVERNIGHT TO REAL
TIME
REACH RESONANCE REACTION SOCIAL
MARKETS….BIG & GETTING BIGGER
PRODUCTS…ROBUST & REAL MOMENTUM
Industry alignment (buyers and sellers) drive pace
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ADVERTISER SOLUTIONS Helping clients understand how individuals’ viewing behavior is impacting their purchasing behavior to increase ROI marketing efforts
BUY WATCH
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HELPING CLIENTS ASSESS MARKETING ROI
Who Did the Program or Ad Reach?
Reach and frequency (GRP), demographics
• Overnight GRPs for TV and digital
REACH
Did It Change Attitudes
Brand recall, likeability, purchase intent
RESONANCE
Did It Change Behavior?
Buy + Watch ROI solutions for marketers
• Correlates media exposure with
actual CPG purchase behavior
• Correlates media exposure with actual CPG purchase behavior
REACTION
NIELSEN ONLINE CAMPAIGN RATINGS
NIELSEN BRAND EFFECT NIELSEN CATALINA VENTURES
Nielsen’s TV and digital media exposure data
Catalina’s 55M household daily loyalty card data
+
NIELSEN BUYER INSIGHTS
Nielsen’s TV and digital media exposure data
80% of all credit and debit card purchases in the U.S.
+ Nielsen’s demographics and TV ratings
Twitter’s feed and reach data +
NIELSEN TWITTER TV RATINGS
• Evaluates overall performance of
advertising campaign against a
relevant metric
• Recommendations on what ads to
run, where and how often
• Unique daily social TV rating
• Reach of tweets about TV
programs and advertising
• First “currency quality” digital measurement solution
• Overnight audience ratings by demo, consistent with TV
Nielsen’s cross
platform homes panel data
Facebook’s user registration database
+
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ADVERTISER SOLUTIONS…IMPROVING MARKETING EFFECTIVENESS
10-20% GROWER
DRIVES REVENUE OPPORTUNITY
• Automotive
• CPG
• Media
• QSR
• Travel & Leisure
• Retail
• Financial Svcs.
• Technology
• Telecom
• Entertainment
VERTICAL/MEDIA EXPANSION
TV Audio Digital
Linking audience assets to new verticals
FINANCIALS
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$557 $589 $648 $685 $676 $660
$586$676
$709$792 $856
$989
0
500
1000
1500
2000
2008 2009 2010 2011 2012 2013
ANNUAL PERFORMANCE BY SEGMENT
(1) The representation by segment does not include Corporate, which contributes to the full view of total Adjusted EBITDA for the Company .
Note: Figures are as reported
REVENUE ($ BILLIONS)
ADJUSTED EBITDA & MARGIN(1) ($ BILLIONS)
$3.0$2.8
$3.0$3.3 $3.3 $3.4
$1.6 $1.8$1.9
$2.0 $2.1$2.3
0
1000
2000
3000
4000
5000
6000
2008 2009 2010 2011 2012 2013
Buy Watch
$4.6 $4.6
$5.3
ADJUSTED EBITDA
MARGIN
23.9% 26.6% 26.8% 27.2% 27.8% 28.4%
$5.4
CAGR 5.5%
CAGR 8.9% $5.7
$4.9
$1.2 $1.3
$1.5
$1.1
$1.5 $1.6
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STEADY SEGMENT REVENUE GROWTH
1) Revenue growth rates derived on a constant currency basis; figures are as reported 2013 includes 4Q of Audio; CAGR excludes Audio.
BUY SEGMENT ($ BILLIONS)
WATCH SEGMENT ($ BILLIONS)
$2.9$2.8
$3.0
$3.3 $3.3 $3.4
500
1000
1500
2000
2500
3000
3500
2008 2009 2010 2011 2012 2013
$1.6
$1.8$1.9
$2.0$2.1
1000
1200
1400
1600
1800
2000
2200
2008 2009 2010 2011 2012 2013
$2.3
CONSTANT CURRENCY GROWTH(1)
3.9% 2.3% 7.4% 5.8% 3.6% 3.1%
CONSTANT CURRENCY GROWTH(1)
11.0% 11.4% 4.6% 5.2% 4.8% 11.7%
CAGR 4%
CAGR 7%
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BALANCE SHEET – 12/31/13
Gross Debt(a) $6,640
Cash $564
Net Debt(a) $6,076
Proforma Net Debt Ratio (b) 3.5x
SELECTED CASH FLOW & BALANCE SHEET ITEMS ($ in millions)
CAPITAL TABLE
12/31/13 12/31/12 Change
Loan Debt (secured) $4,016 $4,090 $(74)
11.625% Sr. Notes -- 209 (209)
7.75% Sr. Notes 1,083 1,084 (1)
4.50% Sr. Notes 800 800 --
5.50% Sr. Notes 625 -- 625
Capital lease/misc. debt 116 113 3
Total Debt (a) $6,640 $6,296 344
Less Cash 564 288 276
Net Debt $6,076 $6,008 68
Proforma Net Debt Ratio (b) 3.5x 3.9x (0.4)
Weighted avg. interest rate (a) 4.28% 4.86% (58) bps
DEBT MATURITY PROFILE
136 156
2996
7331083
0
800 625
2014 2015 2016 2017 2018 2019 2020 2021
(a) Does not include $288 million of mandatory convertible subordinated bonds; weighted avg. interest rate calculated based on amount outstanding at end of quarter (b) Reflects net debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis. Excludes $288M of mandatory convertible subordinated
debt. Proforma net debt leverage ratio for 2013 includes Arbitron (Audio) Adjusted EBITDA of $117 million for the nine months ended September 30, 2013. The 2012 comparable ratio of 3.9x has been adjusted to include Audio and exclude Expositions EBITDA and net debt. As reported, 2012 Net Debt Ratio was 3.75x.
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STRONG FREE CASH FLOW
Strong free cash flow supports growth investments and increased shareholder returns
FREE CASH FLOW(1)
($MILLIONS)
$235 $209
$376
$426
-$100
$0
$100
$200
$300
$400
$500
2008 2009 2010 2011 2012 2013
($54)
1) Defined as cash flow from operations, normalized for non-recurring Arbitron transaction costs, less CapEx. Excludes $102M sponsor termination fee paid in 2011 and $28M in certain Audio deal-related costs ; CAGR excludes 2008.
CAGR(2) 25%
$573
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CAPITAL ALLOCATION…MEDIUM TERM (2015 & 2016)
DELEVERAGING PROGRESS(1)
9.1x 7.9x 7.4x6.2x 5.8x
4.0x 3.9x 3.5x
2006 2007 2008 2009 2010 2011 2012 2013
On course to achieve net debt to adjusted EBITDA ratio of 2.75 – 3.0x ahead of 2016 refinancing
Committed to dividend growth: 25% increase of quarterly cash dividend to $0.20…intent to grow with earnings over time
$500 million share repurchase program: Mitigate dilution associated with equity compensation program
1) Reflects net debt (gross debt minus cash), divided by Adjusted EBITDA calculated on last twelve months basis including Arbitron proforma Adjusted EBITDA. Excludes $288M of mandatory convertible subordinated debt due 2013, but includes all other debt, including capital leases; Proforma as if Arbitron had been acquired 12/31/12.
Free Cash Flow
~$1B/YR
Dividend ~45%
Mandatory Debt ~20%
Buyback / Tuck-in BD
~35%
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2014 REVENUE RANGE Percentages reflected as constant currency
• Macro economic tailwind
• Improved discretionary environment
• Local client expansion
• Steady progress with global and local
clients
• Tablets, Smartphones, Social, OCR
• New verticals, new products
• Non-core legacy product performance
Audience Measurement 5.0-5.5% 5.5-6.0%
Ad Solutions 10-15% ~20%
WATCH 5.0 – 5.5% 6.0 – 6.5%
Other (2%) 0-2%
Core Nielsen 4.0% 6.0%
Watch (ex
Audio)
Buy
$2.2B
+5.2%
$3.4B
+3.1%
$5.6B
Western Europe (1%) 1%
Insights 4-6% ~10%
7-8% ~10% Developing
3.0 – 3.5% 5.0 – 5.5% BUY
RANGE DRIVERS HIGH LOW
2014E RANGE 2013
3% 4% Developed Info
(ex- W. Europe)
Total Nielsen, including Audio and Harris, growing 11.5% - 13.5%
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2014 GUIDANCE – FEBRUARY 13, 2014 (amounts in constant currency except adjusted net income per share)
Total Revenue 11.5% - 13.5%
Revenue (ex Audio & Harris) 4.0% - 6.0%
Adj. EBITDA margin rate 29.0% - 30.0%
Adj. Net Income 22.0% - 27.0%
Adj. Net Income Per Share
$2.45 - $2.55
Deleveraging
~0.3x
Free Cash Flow
~$700M
Capital Expenditures $400M - $410M
Depreciation & Amortization
$575M - $600M
Net book interest
$300M - $310M
Cash taxes $170M - $180M
Cash restructuring $110M - $130M
Est. wtd. avg. diluted shares outstanding for FY 2014 386M
OTHER FINANCIAL METRICS
Total revenue growth increased for Harris Interactive; accretion to ANI/share offset by potential currency impact
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RUNWAY FOR FUTURE PRODUCTIVITY
4,000 applications
3,000
applications
2,000 applications
50% revenue generated by
electronic data collection
SHARED SERVICES for 45% of operations
SHARED SERVICES for 9% of operations
SHARED SERVICES for 60% of operations
75% revenue generated by
electronic data collection
95% revenue generated by
electronic data collection
2007 2013 2020
Opportunity for continued margin improvement
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LONG TERM FINANCIAL TARGETS
REVENUE GROWTH MID-SINGLE DIGIT
ADJUSTED EBITDA GROWTH 1X - 2X REVENUE
DEVELOPING MARKET GROWTH DOUBLE DIGIT
ADJUSTED NET INCOME GROWTH MID-TEENS
CASH TAX RATE MID-TEENS TO LOW 20’S
TARGET LEVERAGE 2.75 - 3.0X
DIVIDEND GROWTH IN LINE WITH EARNINGS GROWTH
Note: All measures represented on constant currency basis.
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NIELSEN: A DIFFERENTIATED GLOBAL, GROWTH COMPANY
Focus on delivering value to clients and shareholders
Comprehensive understanding of what consumers buy and watch
Global leader in our segments with market presence in 100+ countries
“Mission critical” measurement and analytics embedded in client workflows
Syndicated, scalable products and services
Strategic investments to drive continued and future growth opportunities
Proven track record of growth and economic resilience
Accelerated earnings growth through deleveraging
Return of capital to shareholders through dividend
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CERTAIN NON-GAAP MEASURES
Overview of Non-GAAP Presentations We consistently use the below non-GAAP financial measures to evaluate the results of our operations. We believe that the presentation of these non-GAAP measures provides useful information to investors regarding financial and business trends related to our results of operations, cash flows and indebtedness and that when this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance. None of the non-GAAP measures presented should be considered as an alternative to net income or loss, operating income or loss, cash flows from operating activities or any other performance measures of operating performance or liquidity derived in accordance with GAAP. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP.
Constant Currency Presentation We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period exchange rates and comparing these adjusted amounts to our current period reported results. Net Debt and Net Debt Leverage Ratio The net debt leverage ratio is defined as net debt as of the balance sheet date divided by Adjusted EBITDA for the twelve months then ended. Net debt and the net debt leverage ratio are not presentations made in accordance with GAAP, and our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.
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CERTAIN NON-GAAP MEASURES (continued)
Adjusted EBITDA
We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, goodwill and intangible asset impairment charges, stock-based compensation expense and other non-operating items from our consolidated statements of operations as well as certain other items considered unusual or non-recurring in nature. Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. We use Adjusted EBITDA to consistently measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors.
Adjusted Net Income
We define Adjusted Net Income as net income or loss from our consolidated statements of operations before income taxes, depreciation and amortization associated with acquired tangible and intangible assets, restructuring charges, goodwill and intangible asset impairment charges, other non-operating items from our consolidated statements of operations and certain other items considered unusual or non-recurring in nature, reduced by cash paid for income taxes. Also excluded from Adjusted Net Income is interest expense attributable to the mandatory convertible subordinated bonds converted on February 1, 2013. Free Cash Flow We define free cash flow as net cash provided by operating activities, normalized for non-recurring Arbitron transaction costs, less capital expenditures. We believe providing free cash flow information provides valuable supplemental information regarding the cash flow that may be available for discretionary use by us. Free cash flow is not a presentation made in accordance with GAAP.
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ADJUSTED NET INCOME RECONCILIATION ($ in millions except per share amounts)
(a) Other items primarily consist of transaction-related fees.
Net income $736 $272 $87 $133 $(489) $(589) $(354) $(419) (Income)/ loss from discontinued
operations, net of tax (305) (30) (26) 13 132 257 (104) (114)
Interest expense, net 307 386 443 614 598 633 661 675
Provision / (benefit) for income taxes 91 122 6 (54) (152) 26 12 (114)
Depreciation and amortization 510 493 502 530 519 462 451 423
EBITDA 1,339 1,243 1,012 1,236 608 789 666 451
Impairment of goodwill and intangible – – – – 402 95 – –
Equity in net (income)/ loss of affiliates (2) (5) (3) (5) 22 7 1 (12)
Other non-operating loss/(income), net 34 135 219 (28) 84 6 69 48
Restructuring charges 119 85 83 59 60 118 133 70
Stock-based compensation expense 47 34 27 18 14 18 52 34
Other items (a) 80 12 112 44 36 54 69 166
Adjusted EBITDA 1,617 1,504 1,450 1,324 1,226 1,087 990 757
Interest expense, net (307) (386) (443) (614) (598) (633)
Depreciation and amortization (510) (493) (502) (530) (519) (462) Depreciation and amortization of
acquisition-related tangible and intangible assets
162 145 161 196 211 208
Cash paid for income taxes (147) (124) (132) (129) (139) (91)
Stock-based compensation expense (47) (34) (27) (18) (14) (18) Interest expense attributable to mandatory
convertible bonds 2 23 21 – – –
Adjusted net income 770 635 528 229 167 91 Adjusted net income per share of common
stock, diluted $2.02 $1.69 $1.44 $0.82 $0.61 $0.40
2012 2011 2010 2009 2008 2007 2006 2013
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ADJUSTED NET INCOME RECONCILIATION
Weighted-average shares of common stock outstanding as of December 31, basic 375,797,629 361,787,868 352,469,181 276,499,073 273,905,810 226,674,754
Dilutive shares of common stock from stock compensation plans 5,130,337 4,523,116 5,032,773 3,153,513 – –
Shares of common stock convertible associated with the mandatory convertible
bonds 896,994 10,416,700 9,531,994 – – –
Shares of common stock convertible associated with the mandatory convertible
bonds 381,824,960 376,727,684 367,033,948 279,652,586 273,905,810 226,674,754
2008 2012 2010 2009 2011
($ in millions except per share amounts. Year ended December 31 for all years.) (continued)
2013
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FREE CASH FLOW RECONCILIATION
Net cash provided by operating activities $901 $784 $641 $543 $517 $318
Sponsor termination fee – – 102 – – –
Capital expenditures (374) (358) (367) (334) (282) (370)
One-time Arbitron costs $46 –
–
–
–
–
Free Cash Flow $573 $426 $376 $209 $235 $(53)
2008 2012 2010 2009 2011
($ in millions. Year ended December 31 for all years.)
2013
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