Vnu N.V

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IN THE MATTER OF VNU N.

CONSENT ORDER, ETe., IN REGAR TO ALLEGED VIOLATION OF SEe. 7 OF THE CLAYTON ACT AND SEe. 5 OF THE I'DERAL TRADE COMMISSION ACT Docket C-3900. Complaint, Oct. 1999--Decision, Dec. , 1999 This consent order, among other things. requires VNU N. V., a corporation engaged in the research, development, production and sale of media-related products, to divest its competitive media reporting di vision to a Commission-approved acquirer. Participants For the Commission: Michael Moiseyev, Norman Armstrong, Yolanda Gruendel, Julie McConnell, Randall Long, Ann Malester, and Malcolm Coate.Richard Parker, Jeremy Bulow For the respondent: Kerry Edwards Washington, D. COMPLAINT The Federal Trade Commission ("Commission ), having reason to believe that respondent, VNUN.V. ("VNU"), a corporation subject to the jurisdiction of the Commission, has agreed to acquire al1 the voting stock of Nielsen Media Research, Inc. ("Nielsen ), a corporation subject to the jurisdiction ofthe Commission, in violation , as amended, IS U.se. 18, andof Section 7 of the Clayton Act Section of the Federal Trade Commission Act, as amended, IS.U.S. C. and it appearing to the Commission that a proceeding in respect thereof would be in the public intercst, hereby issues its complaint, stating its charges as follows: I DEFINITIONS 1. Advertising Expenditure Measurement Services means the col1cction, management, storage, delivery, research, development and sale of advertising occulTence and expenditure information collected from any media source, including but not limited to: (1) national broadcast television; (2) local broadcast television; (3) national syndication; (4) local syndication; (5) national cable; (6) local cable; (7) national radio; (8) local radio; (9) national magazines; (10) local magazines; (11) trade magazmes; (12) Sunday magazines; (13) Complaint 128 FTC. national newspapers; (14) local newspapers; and (IS) outdoor advertising.

or CMR" means the 2, "Competitive Media Reporting Division division ofVNU that col1acts, manages, stores, delivers, researches develops and sells, among other things, Advertising Expenditure Measurement Services.

3, "Monitor Plus means the division of Nielsen that col1acts manages, stores, delivers, researches, develops and sells, among other things, Advertising Expenditure Measurement Services, 4, "Merger Agreement means the Agreement and Plan of Merger among VNU N.V" through its subsidiar, VNU U, , Inc" and Nielsen Media Research, Inc. , dated August 16, 1999, S. "Respondent means VN N, II. RESPONDENT 6. Respondent VNU is a corporation organized, existing and doing business under and by virtue of the laws of The Netherlands with its office and principal place of business located at Ceylonspoort 2003 A, Haarlem, The Netherlands. Respondent, among other things, is engaged in the research, development, production and sale of media-related products, including Advertising Expenditure Measurement Services through CMR.

7, Pursuant to the Merger Agreement, respondent wil make a cash tender offer for 100 percent of the voting securities of Nielsen, 8. Respondent is, and at all times relevant herein has been engaged in commerce, as "commerce" is defined in Section I of the Clayton Act, as amended, IS U, C, 12, and is a corporation whose business is in, or affects, commerce, as "commerce" is defined in IS Section 4 of the Federal Trade Commission Act, as amended, U.S. e. 44.

II THE ACQUIRED COMPANY 9. Nielsen is a corporation organized, existing, and doing business with its under and by virtue of the laws of the state of Delaware, principal place of business located at 299 Park Avenue, New York New York. Among other media related products, Nielsen offers Advertising Expenditure Measurement Services, VNN. 605 603 Complaint IV. THE ACQUISITION 10. On August 16 1999, VNU and Nielsen entered into a Merger Agreement under which VNU is to acquire through a cash tender offer 100 percent of the voting securities of Nielsen valued at approximately $2, bilion ("Acquisition V. THE RELEVANT MARKET II. For the puroses of this complaint, the relevant line of commerce in which to analyze the effects of the Acquisition is the furnishing of Advertising Expenditure Measurement Services. 12, For the purposes of this complaint, the United States is the relevant geographic area in which to analyze the effects of the Acquisition in the relevant line of commerce, VI. THE STRUCTURE OF THE MARKET 13, The market for Advertising Expenditure Measurement Services is highly concentrated as measured by the Herfindahl- Hirschman Index ("HHI"). CMR, a VNU subsidiary, and Monitor Plus, a division of Nielsen, are the only two suppliers of Advertising Expenditure Measurement Services in the United States. CMR holds a 72 percent market share, while Monitor Plus has a 28 percent market share, resulting in a pre-merger HHI of 968, The proposed acquisition would provide VNU with a monopoly position and a postmerger I-HI of 10 000, VII. BARRIERS TO ENTRY 14. Entry into the market for the collection and furnishing of advertising expenditure measurement data is unlikely and would not occur in a timely maner to deter or counteract the adverse competitive effects described in paragraph 15, because of, among other things, the time and expense necessary to develop effective data collection technology, the time necessar to develop historical data the prevalence of long teIT contracts limiting the number of customers available each year, the need to link occUlence data with ratings information, and the importance of an established reputation for accuracy, Order to Hold Separate 128 FTC. vm. EFFECTS OF THE ACQUISITON IS, The effects of the Acquisition, if consummated, may be substantially to lessen competition and to tend to create a monopoly in the relevant market in violation of Section 7 ofthe Clayton Act, as amended, 15 U. C, 18 , and Section ofthe FTC act, as amended, IS e. in the following ways, among others: a. By eliminating actual, direct and substantial competition between respondent, through CMR, and Nielsen, through Monitor Plus, in the relevant market;

b. By increasing the likelihood that customers of Advertising Expenditure Measurement Services would be forced to pay higher prices; and c, By reducing innovation in the relevant market. IX. VIOLA nONS CHARGED 16, The Acquisition agreement described in paragraph 10 constitutes a violation of Section of the FTC Act, as amended C, 45.

17. The Acquisition described in paragraph 10, if consummated would constitute a violation of Section 7 of the Clayton Act, as amended, IS U, e. 18 , and Section of the FTC Act, as amended 15 U, C. 45.

ORDER TO HOLD SEPARATE The Federal Trade Commission having initiated an investigation of the proposed acquisition by Respondent VNU N,V, of I 00 percent of the voting securities of Nielsen Media Research, Inc. , and Respondent having been furnished thereafter with a copy of a draft of Complaint that the Bureau of Competition presented to the Commission for its consideration and which, if issued by the Commission, would charge Respondent with violations of Section 7 of the Clayton Act, as amended 15 e. 18 , and Section of the Federal Trade Commission Act, as amended, IS U, C. 45; and Respondent, its attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders Consent Agreement"), containing an admission by Respondent of all the jurisdictional facts set forth in the aforesaid draft of Complaint a statement that the signing of said Agreement is for settlement VN N. 607 603 Order to Hold parate purposes only and does not constitute an admission by Respondent that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts are true, and waivers and other provisions as required by the Commission s Rules; and The Commission having thereafter considered the matter and having determined that it had reason to believe that Respondent has violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having determined to accept the executed Consent Agreement and to place such Consent Agreement on the public record for a period of thirt (30) days, the Commission hereby issues its Complaint, makes the following jurisdictional findings and issues this Order to Hold Separate:

I. Respondent VNU is a corporation organized, existing and doing business under and by virtue of the laws of The Netherlands with its office and principal place of business located at Ceylonspoort 2003 E.A. Haarlem, The Netherlands.

2, The Federal Trade Commission has jurisdiction of the subject matter ofthis proceeding and of Respondent, and the proceeding is in the public interest.

ORDER It is ordered That, as used in this Order to Hold Separate, the following definitions shall apply:

A, Respondent or VNU" means VNU N. , its directors officers, employees, agents, representatives, successors, and assigns; its subsidiaries, divisions, groups, and affliates controlled by VNU and the respective directors, offcers, employees, agents, representatives successors, and assigns of each, B, Commission means the Federal Trade Commission, C. Competitive Media Reporting Division or CMR" means the division ofVNU that collects, manages, stores, delivers, researches develops, and sells, among other things, Advertising Expenditure Measurement Services, including, but not limited to, the following assets used in any of CMR' s businesses:

Order to Hold Separate 128 FTC. I, All assets, properties, business and goodwill, tangible and intangible;

2, Machinery, fixtures, equipment, vehicles, transportation facilities, furniture, tools and other tangible personal propert; 3. All customer lists, vendor lists, catalogs, sales promotion literature, advertising materials, research materials, technical information, management information systems, software, inventions trade secrets, intellectual propert, patents, technology, know-how specifications, designs, drawings, processes and quality control data; 4, Inventory and storage capacity;

5, All rights, titles and interests in and to owned or leased real propert, together with appurtenances, licenses and permits; 6, All rights, titles and interests in and to the contracts entered into in the ordinar course of business with customers (together with associated bid and performance bonds), suppliers, sales representatives distributors, agents, personal property lessors, personal property lessees licensors, licensees, consignors and consignees; 7. All rights under waranties and guarantees, express or implied; 8, All books, records, and files;

9, All items of prepaid expense;

10. Al1 rights under the Nielsen Ratings Data License Agreement; and II. Satellite dish receivers, taping equipment for network and satellite feeds, television data collection equipment, local radio and data collection equipment, and local field monitoring equipment. D, Key Employees means the key employees listed in Confidential Appendix 1.

E. Senior Staff Employees means the senior staff employees listed in Confidential Appendix 1.

F, Acquisition means the proposed acquisition of! 00 percent of the voting securities of Nielsen Media Research, Inc, by VNU pursuant to the Agreement and Plan of Merger dated August 16 1999, G. Advertising Expenditure Measurement Services means the collection, management, storage, delivery, research, development and sale of advertising occulTence and expenditure information collected from any media source, including, but not limited to: (I) national broadcast television; (2) local broadcast television; (3) national syndication; (4) local syndication; (5) national cable; (6) local cable; VNN. 609 603 Order to Hold Separate (7) national radio; (8) local radio; (9) national magazines; (10) local magazines; (II) trade magazines; (12) Sunday magazines; (13) national newspapers; (14) local newspapers; (IS) outdoor advertising; and (16) Internet.

H, Nielsen Ratings Data License Agreement means the license agreement dated December 3, 1996 between Nielsen Media Research Inc, and VNU Advertising Expenditure Corp. through its Competitive Media Reporting Division for the use of Nielsen television ratings data, and attached hereto as Confidential Appendix II. 1. "Material Confidential Information means competitively sensitive or proprietary information not independently known to an entity from sources other than the entity to which the 1nfoITation pertains, and includes, but is not limited to, all customer lists, price lists, marketing methods, patents, technologies, processes, or other trade secrets.

J. Hold Separate Period" means the time period during which the Order to Hold Separate is in effect.

II, It is further ordered That:

A. Respondent shall hold CMR as a separate and independent business, except to thc extent that Respondent must exercise direction and control over CMR to assure compliance with this Order to Hold Separate, or with the Consent Agreement, and except as otherwise provided in this Order to Hold Separate, and shall vest CMR with all powers and authorities necessary to conduct its business, The purpose of this Order is to: (i) preserve CMR as a viable, competitive, and ongoing Advertising Expenditure Measurement Services business independent of Respondent, until divestiture is achieved; (ii) assure that no Material Confidential Information is exchanged between Respondent and CMR; and (iii) prevent interim hait to competition pending divestiture and other relief.

B, Respondent shall hold CMR separate and independent on the following teITS and conditions:

I. The Commission at any time may appoint an Independent Auditor to monitor Respondent's compliance with Paragraph II. of this Order to Hold Separate, and Respondent shall give the Independent Auditor, if one is appointed, all powers and authority Order to Hold Separate 128 FTC. necessary to effectuate his/her responsibilities pursuant to this Order to Hold Separate, 2. If an Independent Auditor is appointed by the Commission Respondent shall consent to the following procedures: a, The Commission shall select the Independent Auditor, subject to the consent of Respondent, which consent shall not be unreasonably withheld. The Independent Auditor shall be a person with experience necessary to perform his or her duties, If Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed Independent Auditor within ten (10) days after notice by the staff of the Commission to Respondent of the identity of any proposed Independent Auditor, Respondent shall be deemed to have consented to the selection of the proposed Independent Auditor.

. b. Within ten (10) days after appointment of the Independent Auditor, Respondent shall execute an Independent Auditor agreement that, subject to the prior approval of the Commission, transfers to the Independent Auditor all rights and powers necessary to permit the Independent Auditor to perform his/her duties. c. The Independent Auditor shall have full and complete access to all personnel, books, records, documents and facilities ofCMR and VNU orto any other relevant information, as the Independent Auditor may reasonably request, including but not limited to all documents and records kept in the nOITal course of business that relate to CMR, Respondent shall develop such financial or other information as the Independent Auditor may request and shall cooperate with the Independent Auditor. Respondent shall take no action to interfere with or impede the Independent Auditor s ability to perform his/her responsibilities consistent with the teITS of this Order to Hold Separate or to monitor Respondent' s compliance with this Order to Hold Separate and the Consent Agreement.

d. The Independent Auditor shall have the authority to employ, at the cost and expense of Respondent, such consultants, accountants attorneys, and other representatives and assistants as are necessary to carr out the Independent Auditor s duties and responsibilities, e, Respondent may require the Independent Auditor to sign a confidentiality agreement prohibiting the disclosure of any material information gained as a result of his or her role as Independent Auditor to anyone other than the Commission. VN N. 611 603 Order to Hold Separate 3. Respondent shall appoint, subject to the approval of the Independent Auditor, three (3) individuals from among the cUlTent salesemployees of CMR or VNU working in the management, marketing, or financial operations of Advertising Expenditure Measurement Services, to manage and maintain CMR, The Management Team, in its capacity as such, shall report directly and exclusively to the Independent Auditor, and shall manage CMR independently of the management of Respondent. The Management Team shall not be involved in any way in the operations of the businesses of Respondent, other than the CMR business, during the Hold Separate Period, 4, Respondent shall not change the composition of the management of CMR, except that the Management Team shall be permitted to remove management employees for cause subject to approval of the Independent Auditor. The Independent Auditor shall have the power to remove members of the Management Team for cause and to require Respondent to appoint replacement members to the Management Team in the same manner as provided in subparagraph II, B. 3. of this Order to Hold Separate, S. The Independent Auditor shall have responsibility, through the Management Team, for managing CMR consistent with the teITS of this Order to Hold Separate; for maintaining the independence of CMR consistent with the terms ofthis Order to Hold Separate and the Consent Agreement; and for assuring Respondent' s compliance with its obligations pursuant to this Order to Hold Separate. 6, CMR shall be staffed with sufficient employees to maintain the viability and competitiveness of CMR, The CMR employees shall include: (i) all personnel employed by CMR as of the date the Commission accepts the Consent Agreement for public comment; and (ii) those persons hired from other sources. The Management Team with the approval of the Independent Auditor, shall have the authority to replace employees who have otherwise left their positions with CMR since Januar I , 1999, To the extent that CMR employees leave CMR prior to the divestiture of CMR, the Management Team with the approval of the Independent Auditor, may replace the departing CMR employees with persons who have similar experience and expertise, 7. Respondent shall cause the Independent Auditor, each member of the Management Team, and each CMR manager, administrative Order to Hold Separate 128 FT. and support staff of any CMR management employee, and any other CMR employee who has or has had access to Material Confidential Information must submit to the Commission a signed statement that the individual will maintain the confidentiality required by the teITS and conditions of this Order to Hold Separate. These individuals must retain and maintain al1 confidential information relating to the held separate business on a confidential basis and, except as is permitted by this Order to Hold Separate, such persons shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to or with any other person whose employment involves any of Respondent' s businesses other than the CMR business. These persons shall not be involved in any way in the management, sales, marketing, and financial operations of the competing products of Respondent.

8, Respondent shall establish written procedures to be approved by the Independent Auditor covering the management, maintenance and independence of CMR consistent with the provisions of this Order to Hold Separate.

9. Respondent shall circulate to CMR employees and to Respondent' s employees who are responsible for the operation or marketing of Advertising Expenditure Measurement Services in the United States, a notice of this Order to Hold Separate and Consent Agreement, in the fOIT attached as Attachment A. 10, The Independent Auditor, if one is appointed, and the Management Team shall serve, without bond or other security, at the cost and expense of Respondent, on reasonable and customary teITS commensurate with the person s experience and responsibilities, Respondent shall indemnity the Independent Auditor and the Management Team, and hold the Independent Auditor and the Management Team haIless against any losses, claims, damages liabilities, or expenses arising out of, or in connection with, the performance of the Independent Auditor s or the Management Team duties, including al1 reasonable fees of counsel and other expenses inculTed in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the Independent Auditor or the Management Team, II, Respondent shall provide CMR with sufficient working capital to operate CMR at least at cUlTent rates of operation, to meet VNN. 613 603 Order to Hold Separate all capital calls in respect of CMR, and to carr on, at least at their scheduled pace, al1 capital projects for CMR that are ongoing, planned, or approved as of January I , 1999, plus any additional expenditures authorized since that date. During the period this Order to Hold Separate is effective, Respondent shall make available for use by CMR funds sufficient to perform al1 necessar routine maintenance to, and replacements of, CMR' s assets, Respondent shall provide CMR with such funds as are necessary to maintain the viability, competitiveness, and marketability of CMR until the date the divestiture is completed, provided CMR may not assume any new long-teIT debt except as necessary to meet a competitive threat and as approved by the Independent Auditor.

12, Respondent shall continue to provide the same support services, as listed and as attached hereto as Confidential Appendix II to CMR as are being provided to CMR as of the date Respondent signs the Consent Agreement for a period not to exceed six (6) months; provided:

a. Respondent may charge CMR the same fees, if any, charged by Respondent for such support services as ofthe date Respondent signs the Consent Agreement.

b. Respondent shall assure that personnel providing support services retain and maintain all Material Confidential Information of CMR on a confidential basis, and, except as is permitted by this Order to Hold Separate, shall prohibit such persons from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to or with any person whose employment involves any of Respondent' s businesses other than CMR. Such personnel shall also execute confidentiality agreements prohibiting the disclosure of any Material Confidential Information of CMR. c. Respondent shall direct the Management Team to list, within ten (1 0) days of Respondent's signing the Consent Agreement, which CMR Assets identified in Paragraph r.e.11 are to be maintained by CMR and which CMR Assets identified in Paragraph r.e.11 are to be maintained by Respondent. For al1 assets identified by the Management Team to be maintained by Respondent, Respondent shall provide all necessar maintenance and service. For all assets identified by the Management Team to be maintained by CMR Respondent shall grant any access and assistance as is necessary for CMR to maintain the assets, Order to Hold Separate 128 FTC. d, Respondent shall provide al1 assistance and cooperation necessar to allow CMR to perform the support services identified in Confidential Appendix III. within six (6) months from the date this Consent Agreement is signed.

e, For services being provided by CMR to VNU as of the date this Consent Agreement is signed, CMR and VNU may contract for CMR to provide those services to VNU for a transitional period not to exceed six (6) months from the date this Consent Agreement is signed.

13, Except as provided in this Order to Hold Separate Respondent shall not employ or make offers of employment to CMR employees during the Hold Separate Period. The acquirer of CMR shall have the option of offering employment to the CMR employees, After the Hold Separate Period, Respondent may offer employment to CMR employees who have not been offered employment or have been terminated by the acquirer of CMR, Respondent shall not interfere with the employment of CMR employees by the acquirer of CMR; shall not offer any incentive to CMR employees to decline employment with the acquirer of CMR or accept other employment with the Respondent; shall remove any impediments that may deter CMR employees from accepting employment with the acquirer of CMR, including but not limited to, any non-compete or confidentiality provisions of employment or other contracts with CMR or VNU that would affect the ability of CMR employees to be employed by the acquirer ofCMR; and shall continue the payment of all accrued bonuses, pensions and other accrued benefits to which CMR employees would otherwise have been entitled had they remained in the employment of the Respondent. 14. For a period of one (I) year commencing on the date CMR is divested, Respondent shall not employ or make offers of employment to Key Employees or Senior Staff Employees who have been offered employment with the acquirer ofCMR, unless the individual has been terminated by the acquirer of CMR.

S. Notwithstanding subparagraph lI.B, 13" Respondent may offer a bonus or severance to those CMR employees that continue their employment with CMR until the date that CMR is divested. 16. Respondent shall not exercise direction or control over, or influence directly or indirectly, CMR, the Independent Auditor, the Management Team, or any of its operations; provided, however, that VNUN. 615 603 Order to Hold Separate Respondent may exercise only such direction and control over CMR as is necessary to assure compliance with this Order to Hold Separate or the Consent Agreement, or with all applicable laws, 17. Except for the Management Team and except to the extent provided in subparagraphs ILB. 12 and II,B, 16., Respondent shall not permit any non-CMR employees, officers, or directors to be involved in the operations of CMR.

18. Respondent shall maintain the viability, competitiveness, and marketability of CMR; shall not sell, transfer, or encumber CMR' assets (other than in the nOITal course of business); and shall not cause or permit the destruction, removal, wasting, or deterioration, or otherwise impair the viability, competitiveness, or marketability of CMR, 19. If the Independent Auditor ceases to act or fails to act diligently and consistent with the purposes of this Order to Hold Separate, the Commission may appoint a substitute Independent Auditor in the same manner as provided in Paragraph II, B, I, of this Order to Hold Separate, 20. Respondent shall ensure that CMR employees continue to be paid, until the divestiture of CMR is accomplished, their salaries, all accrued bonuses, pensions and other accrued benefits to which the CMR employees would otherwise have been entitled had they remained in the employment of VNU during the Hold Separate Period.

21. Except as required by law, and except to the extent that necessary information is exchanged in the course of consummating the Acquisition, defending investigations, defending or prosecuting litigation, obtaining legal advice, negotiating agreements to divest assets pursuant to the Consent Agreement, or complying with this Order to Hold Separate or the Consent Agreement, Respondent shall not receive or have access to, or use or continue to use, any Material Confidcntial Information, not in the public domain, about CMR, Respondent may receive, on a regular basis, aggregate financial information relating to CMR necessary to allow Respondent to prepare United States consolidated financial reports and tax returns, Any such information that is obtained pursuant to this subparagraph shall be used only for the purposes set forth in this subparagraph, 22, Within thirt (30) days after the date Respondent signs the Consent Agreement and every thirt (30) days thereafter until the Order to Hold Separate 128 F. Order to Hold Separate terminates, the Independent Auditor or the Management Team shall report in writing to the Commission concerning the efforts to accomplish the purposes of this Order to Hold Separate. Included within that report shall be the Independent Auditor s or the Management Team s assessment of the extent to which CMR is meeting (or exceeding) its projected goals as are reflected in operating plans, budgets, projections or any other regularly prepared financial statements, It is further ordered That Respondent shall notify the Commission at least thirt (30) days prior to any proposed change in the corporate Respondent such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of this Order to Hold Separate.

IV.

It is further ordered That for the purposes of determining or securing compliance with this Order to Hold Separate, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondent made to its principal United States offce, Respondent shall permit any duly authorized representatives of the Commission:

A. Access, during offce hours of Respondent and in the presence of counsel, to all facilities, and access to inspect and copy all books ledgers, accounts, cOlTespondence, memoranda, and all other records and documents in the possession or under the control of the Respondent relating to compliance with this Order to Hold Separate; and B. Upon five (5) days' notice to Respondent and without restraint or interference from Respondent, to interview officers, directors, or employees of Respondent, who may have counsel present, regarding such matters, It is further ordered That this Order to Hold Separate shall terminate on the earlier of:

VNU N. 617 603 Order to Hold Separate A, Three (3) business days after the Commission withdraws its acceptance of the Consent Agreement pursuant to the provisions of Commission Rule 2, , 16 CFR 2.34; or B. The day after the divestiture of CMR, as required by the Decision & Order contained in the Consent Agreement, is completed. ATTACHMENT A NOTICE OF DIVESTITURE AND REQUIREMENT FOR CONFIDENTIALITY VNU N,V. ("VNU") has entered into an Agreement Containing Consent Orders (" Consent Agreement ) with the Federal Trade Commission relating to the divestiture of certain assets. As used herein, the teIT "CMR" means VNU' s Competitive Media Reporting Division, as defined in Paragraph l.e. of the Decision & Order. Under the teITS of the Consent Agreement, VNU must divest CMR within six (6) months from the date VNU signs the Consent Agreement.

The teIT "Acquisition" means the acquisition of Nielsen Media Research, Inc, (publicly announced on August 16, 1999). CMR must be managed and maintained as a separate, ongoing business, independent of al1 other VNU businesses until it is divested, Al1 competitive information relating to CMR must be retained and maintained by the persons involved in the operation of CMR on a confidential basis, and such persons shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to orwith any other person whose employment involves any other VNU business. Similarly, persons involved in similar activities in VNU shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any similar information to or with any other person whose employment involves CMR, Any violation of the Consent Agreement may subject VNU to civil penalties and other relief as provided by law. Decision and Order 128 FTC. DECISION AND ORDER The Federal Trade Commission having initiated an investigation of the proposed acquisition by Respondent VNUN,V. of 100 percent of the voting securities of Nielsen Media Research, Inc. , and Respondent having been furnished thereafter with a copy of a draft of Complaint that the Bureau of Competition presented to the Commission for its consideration and which, if issued by the Commission, would charge Respondent with violations of Section 7 , and Section of the of the Clayton Act, as amended IS e. 18 e. 45; and Federal Trade Commission Act, as amended, IS U. . Respondent, its attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders Consent Agreement"), containing an admission by Respondent of all the jurisdictional facts set forth in the aforesaid draft of Complaint a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by Respondent that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, and waivers and other provisions as required by the Commission s Rl,les; and The Commission having thereafter considered the matter and having determined that it had reason to believe that Respondent has violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having thereupon issued its Complaint and an Order to Hold Separate, and having accepted the executed Consent Agreement and placed such Consent Agreement on the public record for a period of thirt (30) days for the receipt and consideration of public comments, now in further conformity with the procedure described in Commission Rule 2, , 16 CFR 2. , the Commission hereby makes the following jurisdictional findings and issues the following Order:

I, Respondent VNU is a corporation organized, existing and doing business under and by virtue of the laws of The Netherlands with its office and principal place of business located at Ceylonspoort 2003 E.A Haarlem, The Netherlands, 2, The Federal Trade Commission has jurisdiction of the subject matter ofthis proceeding and of Respondent, and the proceeding is in the public interest.

VNN. 619 603 Decision and Order ORDER It is ordered That, as used in this order, the following definitions shall apply:

A, Respondent or VNU' means VNU N,V" its directors officers, employees, agents, representatives, successors, and assigns; its subsidiaries, divisions, groups, and affiliates controlled by VNU and the respective directors, offcers, employees, agents, representatives successors, and assigns of each, B. Commission means the Federal Trade Commission, e. Competitive Media Reporting Division or CMR" means the division ofVNU that collects, manages, stores, delivers, researches develops, and sells, among other things, Advertising Expenditure Measurement Services, including, but not limited to, the following assets used in any of CMR' s businesses:

I. All assets, properties, business and goodwill, tangible and intangible;

2, Machinery, fixtures, equipment, vehicles, transportation facilities, furniture, tools and other tangible personal propert; 3. All customer lists, vendor lists, catalogs, sales promotion literature, advertising materials, research materials, technical information, management information systems, software, inventions trade secrets, intellectual"property, patents, technology, know-how specifications, designs, drawings, processes and quality control data; 4, Inventory and storage capacity;

5, All rights, titles and interests in and to owned or leased real property, together with appurtenances, licenses and permits; 6, All rights, titles and interests in and to the contracts entered into in the ordinary course of business with customers (together with associated bid and performance bonds), suppliers, sales representatives distributors, agents, personal property lessors, personal property lessees licensors, licensees, consignors and consignees; 7. All rights under walTanties and guarantees, express or implied; 8, All books, records, and fies;

9, Al1 items of prepaid expense;

10. All rights under the Nielsen Ratings Data License Agreement; and Decision and Order 128 FTC. II, Satellite dish receivers, taping equipment for network and satellite feeds, television data collection equipment, local radio and data collection equipment, and local field monitoring equipment. D. Key Employees means the key employees listed in Confidential Appendix I.

E. Senior Staff Employees means the senior staff employees listed in Confidential Appendix 1.

F, Acquisition means the proposed acquisition of 100 percent of the voting securities of Nielsen Media Research, Inc. by VNU pursuant to the Agreement and Plan of Merger dated August 16, 1999, G, Advertising Expenditure Measurement Services means the collection, management, storage, delivery, research, development and sale of advertising occulTence and expenditure information collected from any media source, including, but not limited to: (I) national broadcast television; (2) local broadcast television; (3) national syndication; (4) local syndication; (5) national cable; (6) local cable; (7) national radio; (8) local radio; (9) national magazines; (10) local magazines; (II) trade magazines; (12) Sunday magazines; (13) national newspapers; (14) local newspapers; (15) outdoor advertising and (16) Internet.

H, Nielsen Ratings Data License Agreement means the license agreement dated December 3, 1996 between Nielsen Media Research Inc. and VNU Advertising Expenditure Corp. through its Competitive Media Reporting Division for the use of Nielsen television ratings data, and attached hereto as Confidential Appendix II, 1. Material Confidential Information means competitively sensitive or proprietary information not independently known to an entity from sources other than the entity to which the information pertains, and includes, but is not limited to, all customer lists, price lists, marketing methods, patents, technologies, processes, or other trade secrets.

J, Hold Separate Period' means the time period during which the Order to Hold Separate is in effect.

II.

It is further ordered That:

A. Respondent shall divest CMR at no minimum price, absolutely and in good faith, within six (6) months from the date the Agreement Containing Consent Orders is signed by Respondent. VN NY. 621 603 Dccision and Order B, Respondent shall divest CMR only to an acquirer that receives the prior approval of the Commission and only in a maner that receives the prior approval of the Commission. The purpose of the divestiture of CMR is to ensure the continued use of CMR in the same business in which CMR is engaged at the time of the proposed acquisition, and to remedy the lessening of competition resulting from the proposed acquisition as alleged in the Commission s complaint. e. Pending divestiture of CMR, Respondent shall take such actions as are necessar to maintain the viability and marketability of CMR and to prevent the destruction, removal, wasting, deterioration or impairment of any of CMR' s assets, except for ordinary wear and tear.

D. No later than the time of the execution of a purchase agreement between Respondent and a proposed acquirer of CMR Respondent shall provide the proposed acquirer with a complete list of all non-clerical, salaried employees of CMR who have been involved in the collection, management, storage, delivery, research development and sale of Advertising Expenditure Measurement Services at any time from January I , 1999 until the date of the purchase agreement. Respondent shall also provide the proposed acquirer with a complete list of all independent contractors to CMR involved in the collection, management, storage, delivery, research development and sale of Advertising Expenditure Measurement Services at any time from January 1 , 1999 until the date of the purchase agreement. The lists shall state each individual' s name position or positions held from Januar 1 1999 until the date of the purchase agreement, address, telephone number, and a description of the duties and work performed by the individual in connection with the collection, management, storage, delivery, research, development and sale of Advertising Expenditure Measurement Services, E, Respondent shall provide the proposed acquirer with an opportunity to inspect the personnel fies and other documentation relating to individuals identified in paragraph ILD. of this order to the extent permissible under applicable laws, at the request of the proposed acquirer any time after the execution of the purchase agreement.

F, Respondent shall provide to all CMR employees during the Hold Separate Period a continuation of all employee benefits cUlTently offered to such employees, In addition, Respondent shall Decision and Order 128 FTC provide to Key Employees ofCMR incentives to accept employment with the Commission-approved acquirer at the time of the divestiture. Such incentives shall include a bonus for each Key Employee, equal to 20 percent of the employee s annual salar and commissions (including any other bonuses) as of the date this order becomes final who agrees to accept an offer of employment from the Commissionapproved acquirer, payable by Respondent upon the beginning of the employee s employment by the Commission-approved acquirer. In addition, Respondent shall provide to Senior Staff Employees of CMR incentives to accept employment with the Commissionapproved acquirer at the time of the divestiture, Such incentives shall include a bonus for each Senior Staff Employee, equal to 25 percent of the employee s annual salar and commissions (including any other bonuses) as of the date this order becomes final, who agrees to accept an offer of employment from the Commission-approved acguirer payable by Respondent upon the beginning of the employee employment by the Commission-approved acquirer. G. For a period of one (I) year commencing on the date of the individual' s employment by the Commission-approved acguirer Respondent shall not employ any of the Key Employees who have been offered employment wjth the Commission-approved acquirer, unless the individual' s employment has been terminated by the acquirer. II, It is further ordered That:

A. IfVNU has not divested, absolutely and in good faith and with the Commission s prior approval, CMR within six (6) months from the date Respondent signs the Consent Agreement, the Commission may appoint a trustee to divest CMR. In the event that the Commission or the Attorney General brings an action pursuant to Section S(T) of the Federal Trade Commission Act 15 e. 4S(T), or any other statute enforced by the Commission, VNU shall consent to the appointment of a trustee in such action, Neither the appointment of a trustee nor a decision not to appoint a trustee under this paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a courtappointed trustee, pursuant to Section 5(T) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondent to comply with this order. VNN. 623 603 Decision and Order B, If a trustee is appointed by the Commission or a court pursuant to paragraph IILA. of this order, Respondent shall consent to the following teITS and conditions regarding the trustee s powers, duties authority, and responsibilities:

I, The Commission shall select the trustee, subject to the consent of Respondent, which consent shall not be umeasonably withheld, The trustee shall be a person with experience and expertise in acquisitions and divestitures, If Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondent of the identity of any proposed trustee Respondent shall be deemed to have consented to the selection of the proposed trustee.

2, Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest CMR. 3. Within ten (10) days after appointment of the trustee Respondent shall execute a trust agreement that, subject to the prior approval of the Commission and, in the case of a court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect the divestiture required by this order.

4, The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in paragraph II, 3, to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times, S. The trustee shall have full and complete access to the personnel, books, records and facilities related to CMR or to any other relevant information, as the trustee may request. Respondent shall develop such financial or other information as such trustee may request and shall cooperate with the trustee, Respondent shall take no action to interfere with or impede the trustee s accomplishment of the divestiture. Any delays in divestiture caused by Responden shall extend the time for divestiture under this paragraph in an amount Decision and Order 128 F.TC. equal to the delay, as determined by the Commission or, for a courtappointed trustee, by the court.

6, The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondent' s absolute and unconditional obligation to divest expeditiously at no minimum price, The divestiture shall be made in the manner and to the acquirer as set out in paragraph II. of this order; provided, however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity selected by Respondent from among those approved by the Commission; provided further, however, that Respondent shall select such entity within five (5) business days of receiving notification of the Commission s approval. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondent, on such reasonable and customary teITS and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondent, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to caIT out the trustee s duties and responsibilities, The trustee shall account for all monies derived from the divestiture and all expenses inculTed. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondent, and the trustee s power shall be terminated, The trustee compensation shall be based at least in significant par on a commission alTangement contingent on the trustee s divesting CMR. 8. Respondent shall' indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in paragraph IILA. of this order.

VN N. 625 603 Decision and Order 10, The Commission or, in the case of a court-appointed trustee the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this order. II, In the event that the trustee determines that he or she is unable to divest CMR in a maner consistent with the Commission s purpose as described in paragraph II, of this order, the trustee may divest additional ancillary assets of Respondent related to CMR and effect such arrangements as are necessary to satisfy the requirements of this order, 12, The trustee shall have no obligation or authority to operate or maintain CMR, 13, The trustee shall report in writing to Respondent and the Commission every sixty (60) days concerning the trustee s efforts to accomplish divestiture.

IV.

It isfurther ordered That Respondent shall, no later than the date on which it accomplishes the divestiture, extend the Nielsen Ratings Data License Agreement, attached hereto as Confidential Appendix for a minimum period of five (5) years commencing on the date CMR is divested, and shall not terminate or suspend the Nielsen Ratings License Agreement, or suspend performance under that Agreement, for any reason prior to the expiration of the five (5) year minimum period, The Nielsen Ratings data refelTed to in the Nielsen Ratings Data License Agreement shall include a1l Nielsen Ratings data provided to any third licensed to process and redistribute par Nielsen Ratings data, Provided, however, that Respondent may only charge CMR the annual license fee specified in paragraphs l(a)(ii), V, I(b)(ii) and V, I(c)(ii) of the Nielsen Ratings Data License Agreement, and may not charge any license fees that are based on CMR' s revenues, It is further ordered that Respondent shall not receive any Material Confidential Information from CMR pursuant to the Nielsen Ratings Data License Agreement. It is further ordered That:

A. Within thirt (30) days after the date this order becomes final and every thirt (30) days thereafter until Respondent has fully complied with the provisions of paragraphs II. and III. ofthis order Decision and Order 128 F.TC. Respondent shall submit to the Commission a verified written report setting forth in detail the manner and fOIT in which it intends to comply, is complying, and has complied with paragraphs II, and II, of this order and with the Order to Hold Separate, Respondent shall include in its compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with paragraphs II. and II, of the order, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties contacted, Respondent shall include in its compliance reports copies of all written communications to and from such paries, all internal memoranda, and all reports and recommendations concerning divestiture, The final compliance report required by this paragraph V,A, shall include a statement that the divestiture has been accomplished in tJ:e manner approved by the Commission and shall include the date the divestiture was accomplished.

B. One year from the date of divestiture of CMR and annually thereafter until the order terminates, Respondent shall file a verified written report to the Commission setting forth in detail the maner in which it has complied and is complying with this order. VI.

It is further ordered That Respondent shall notify the Commission at least thirty (30) days prior to any proposed change in the corporate Respondent such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of this order. VII.

It is further ordered That for the purposes of determining or securing compliance with this order, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondent made to its principal United States office, Respondent shall permit any duly authorized representatives of the Commission: VNU N, 627 603 Decision and Order A. Access, during office hours of Respondent and in the presence of counsel, to all facilities, and access to inspect and copy al1 books ledgers, accounts, cOlTespondence, memoranda, and all other records and documents in the possession or under the control of the Respondent relating to compliance with this order; and B. Upon five (5) days' notice to Respondent and without restraint or interference from Respondent, to interview officers, directors, or employees of Respondent, who may have counsel present, regarding such matters, VlI It is further ordered That this order shall terminate five (5) years after the divestiture required in paragraph ILA, of this order has been accomplished.

Commissioner Leary not participating, ICOliFDEI'TIAL Appendices I, II, AND III REDACTED FRO:l PUBLIC VERSIOI'I Complaint 128 F.T.