The document discusses how mergers and acquisitions have shaped the online measurement industry over the past decade. Key trends include offline players acquiring online capabilities, data sets becoming highly valuable assets, and the increasing importance of mobile and real-time measurement capabilities. Looking ahead, convergence across industries will challenge traditional leaders, while new entrants face unprecedented opportunities for emerging as new leaders in this rapidly changing landscape.

1. Transformation of the Measurement Industry: How Much Can be Attributed to M&A? November 7, 2011

2. Introduction Industry leaders today are facing a quickly changing landscape Rate of change in industry among the highest in all of digital technology Emergence of real time data collection and dissemination driving technology deeper into today’s solutions Increasingly tough to compete with new, innovative entrants Growing channels and use cases bringing new players to the market Unprecedented opportunity for new leaders to emerge

3. Snapshot of the Web 10 Years Ago Social networks limited to forums, blogs, and chatrooms 41% of Americans using mobile phones (voice only) Users spent seven hours per week online (email, news, chat) 143 million Americans (54%) using the Internet Source: NTIA Source: Harris Interactive Source: CTIA

4. Despite its Size, Online Advertising was Quite Underdeveloped U.S. Online Advertising Revenue ($ in billions) Source: IAB Internet Advertising Report, BusinessWeek Highly manual processes Little to no accurate measurement methodology “… big advertisers still don't see the value of the Internet yet," Morgan Stanley analyst Michael Russell - July ’01 “… experts in the field now say that advertisers ought to forget about click-throughs… Online ads aren't meant only to spawn direct sales.. They're also for establishing or burnishing a brand…” BusinessWeek – July ‘01

5. Tried and True Methodologies Were Manual, Expensive and Hard to Scale Random Digit Dialing Mall Intercepts / Interviews Focus Groups Mailed Surveys Set Meters

6. The Web Quickly Developed Scale and Use Doubling of U.S. Online Penetration Time Spent on Internet + Mobile Approaching TV Source: eMarketer Avg. hrs spent per week ~7hrs ~13hrs Source: ITU, Harris Interactive, comScore

7. Fundamental Shifts in Usage Are Driving Need for New Measurement Methodologies ~8x growth in U.S. eCommerce ($ in billions) Source: U.S. Census Bureau Introduction of the Smartphone Social Networking Creating Information at Scale Source: comScore Source: Pew Research

8. The Rapid Growth in Online Advertising Has Created Various Measurement Complexities How effective are my ads? Brand Transaction How are users behaving? How do I measure safety and effectiveness in blind environments? On Site On Social Platforms

9. M&A Has Been Critical in Shaping Online Measurement Key themes from 2000 – 2008: Offline players buying online capabilities Proprietary data sets became highest sought after Realization of mobile potential, key players acquired mobile capabilities Real time emerging as important factor in measurement January 2005 April – June 2007 / / / / / March 2008 / February 2007 April 2008 May 2008 October 2007 / / January 2006 / June 2002 / July 2006 / / (Online Audience Measurement Assets)

10. January 2011 2010 Online advertising overtakes newspapers in U.S. (source: eMarketer) September 2009 / June 2010 / July 2008 Nielsen releases its first quarterly “Three Screen Report”, covering TV, Internet, and mobile October 2009 February 2010 September 2010 February 2011 April 2011 March 2011 August 2011 September 2011 / / / / / / / / / Key themes from 2009 – today: New entrants to the market with use cases beyond research – Adobe, IBM, Salesforce Measurement in real time environments – Social, RTB Measurement -> Data Analytics M&A Has Been Critical in Shaping Online Measurement (cont’d) /

11. Online Measurement Landscape Today / Social Online Ad Safety / Verification Attribution / Analytics Ad Effectiveness / /      /   / Ratings / / / Mobile / / /

12. Highly Attractive Valuations in Online Measurement Survey / Other Web / Data Analytics Mobile Acquirer / Target Date $100.0 $300.0 04/18/11 $340.7 03/30/11 Acquirer / Target Date $75.0 03/03/08 $240.0 04/19/07 $381.8 10/25/07 Acquirer / Target Date Implied Ent. Value ($MM) 12/22/09 NA Acquirer / Target Date $421.5 08/06/08 $43.7 05/28/08 $328.3 02/06/07 Implied Ent. Value ($MM) LTM Rev. Mult. LTM Rev. Mult. LTM Rev. Mult. Implied Ent. Value ($MM) LTM Rev. Mult. 5.03x 6.00x 5.10x NA 4.41x 1.54x NA NA 3.06x 7.50x NA 06/27/07 NA NM 06/26/09 NM $1,675.7 09/15/09 NA 4.60x NA $237.7 02/14/11 2.02x 02/07/11 06/15/10 Social 02/26/07 Implied Ent. Value ($MM) 02/23/10 NA NA 10/06/09 NA NA NA NA 01/10/11 $50.0 7.14x

13. Acquirer Implied Enterprise Value Target LTM Rev Multiple Date 05/28/08 03/03/08 04/19/07 $43.7 4.41x $75.0 $240.0 6.00x 5.03x Developing mobile capabilities for cross-media planning Added competitive internet ratings Able to provide internet intelligence to its client base Comments M&A Case Studies: Obtaining Premium Valuation Strengthened display media buying opportunities with retail clients 01/10/11 $50.0 7.14x

14. Who are the Big Acquirers? Acquirer Targets Themes Leveraging strong publisher assets to solve publisher ROI challenges through data Approaching from the biggest data challenges – marketing/advertising business intelligence Coming at online measurement through strong consumer level data sets (CRM and Jigsaw) New Players Existing Players Using M&A to as part of product and channel extension strategy

15. Measurement Technologies Will be Important to the Development of Real-Time Bidding Measurement of quality and effectiveness will grow in importance Stigma of low quality will further increase importance of real time measurement technologies Blind “ Cookied” Rapidly growing market > Majority of impressions still relatively anonymous U.S. Exchange Traded Media Spending in $MM Source: Forrester RTB Non-RTB

16. Ad Effectiveness Solutions will Follow the $$ Up the Funnel 65% 35% 71% 29% Performance Brand Traditional Media Digital Media Share shift to digital Demand fulfillment Most innovation and technology M&A at this part of funnel Demand generation Increased interest and innovation as new digital $$ focus earlier in the purchase cycle Source: Credit Agricole, Gridley

17. Social will Challenge the Status Quo in Both Advertising and User Measurement Coca-Cola Example of Coke using Facebook to elicit feedback on bottle design Massive audience Facebook controls a large part of the adtech supply Facebook (~30%) Rest of the Web Brands are going directly to its consumers through Facebook Source: Comscore Q1 estimates for U.S. Web, Facebook Q1’11: 1.1 trillion impressions

18. Source: eMarketer Tremendous Promise with Mobile Given Unique Characteristics Computer Newspapers, Magazines, Books Snail Mail Video Camera Range Finder Game Console Alarm Clock Music Player Credit Cards, Identity Telephone PDA GPS, Maps, Compass Camera Watch Don’t know Performed worse than expected Performed as expected Exceeded expectations Haven’t measured Far below expectations ROI of Existing Mobile Marketing Campaigns Measurement will be critical to achieve scale by marketers Over 50% of campaigns lack any sort of measurement

19. Everything is Becoming Internet-Enabled PC: 1990 - VoIP: 1999 - Mobile: 2008 - Tablet: 2010 - TV: 2012 ? Car: 2013? Growing interest from brand marketers to define ROI across channels Data integration becoming increasingly possible/seamless as world become internet-enabled Offline Online

20. Convergence of Capabilities Becoming hard to determine who is competitive as separate disciplines converge Has major M&A implications Users Mobile Social Ad Effectiveness Ad Safety / Verification

21. Advice to the Audience – Private Companies Unprecedented opportunity for new leadership Clear, differentiated capabilities are key Buyers will pay premiums for market leaders and experienced teams Scale and successful client case studies are key Watch for new buyers to emerge

22. Advice to the Audience – Public Companies Traditional leaders – You are more vulnerable than you think Think strategically about innovation and M&A Tremendous value being created, competitive dynamics are changing Watch out for disruptive business models

23. Advice to the Audience – VC / PE Investors "Jump In – The Water's Fine" Be careful about amount of $ invested $250MM+ exits aren't easy! Look for new strategic buyers to emerge Different companies require different exit strategies

24. Questions? Linda Gridley Gridley & Company LLC 10 East 53 rd Street, 24 th Floor New York, NY 10022 212.400.9720 tel 212.400.9717 fax Twitter: @gridleyco www.gridleyco.com