Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Guarantees [Abstract] | |
Guarantor Financial Information | 13. Guarantor Financial Information |
The following supplemental financial information is being provided for purposes of compliance with reporting covenants contained in certain debt obligations of Nielsen and its subsidiaries. The financial information sets forth for Nielsen, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, the consolidating balance sheet as of March 31, 2015 and December 31, 2014 and consolidating statements of operations and cash flows for the periods ended March 31, 2015 and 2014. The issued debt securities are jointly and severally guaranteed on a full and unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect 100% owned subsidiaries of Nielsen, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are also 100% owned indirect subsidiaries of Nielsen: Nielsen Finance LLC and Nielsen Finance Co. for certain series of debt obligations, and The Nielsen Company (Luxembourg) S ar l., for the other series of debt obligations. Each issuer is a guarantor of the debt obligations not issued by it. |
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. The senior secured credit facilities contain certain limitations on the ability of Nielsen to receive the cash flows of its subsidiaries. |
While all subsidiary guarantees of the issued debt securities are full and unconditional, these guarantees contain customary release provisions including when (i) the subsidiary is sold or sells all of its assets, (ii) the subsidiary is declared “unrestricted” for covenant purposes, (iii) the subsidiary’s guarantee under the senior secured credit facilities is released and (iv) the requirements for discharge of the indenture have been satisfied. |
|
|
|
Nielsen N.V. |
Condensed Consolidating Statement of Comprehensive Income (Unaudited) |
For the three months ended March 31, 2015 |
|
(IN MILLIONS) | | Parent | | | Issuers | | | Guarantor | | | Non- | | | Elimination | | | Consolidated | |
Guarantor |
Revenues | | $ | — | | | $ | — | | | $ | 846 | | | $ | 612 | | | $ | — | | | $ | 1,458 | |
Cost of revenues, exclusive of depreciation and | | | — | | | | — | | | | 312 | | | | 310 | | | | — | | | | 622 | |
amortization shown separately below |
Selling, general and administrative expenses, | | | 1 | | | | — | | | | 258 | | | | 222 | | | | — | | | | 481 | |
exclusive of depreciation and amortization shown |
separately below |
Depreciation and amortization | | | — | | | | — | | | | 113 | | | | 29 | | | | — | | | | 142 | |
Restructuring charges | | | — | | | | — | | | | 11 | | | | 3 | | | | — | | | | 14 | |
Operating (loss)/income | | | (1 | ) | | | — | | | | 152 | | | | 48 | | | | — | | | | 199 | |
Interest income | | | — | | | | 220 | | | | 11 | | | | 1 | | | | (231 | ) | | | 1 | |
Interest expense | | | — | | | | (68 | ) | | | (224 | ) | | | (12 | ) | | | 231 | | | | (73 | ) |
Foreign currency exchange transaction expense, | | | — | | | | — | | | | (11 | ) | | | (15 | ) | | | — | | | | (26 | ) |
net |
Other expense/(income), net | | | — | | | | — | | | | (8 | ) | | | 8 | | | | — | | | | — | |
(Loss)/income from continuing operations before | | | (1 | ) | | | 152 | | | | (80 | ) | | | 30 | | | | — | | | | 101 | |
income taxes and equity in net income/(loss) of |
subsidiaries and affiliates |
(Provision)/benefit for income taxes | | | — | | | | (53 | ) | | | 35 | | | | (20 | ) | | | — | | | | (38 | ) |
Equity in net income/(loss) of subsidiaries | | | 64 | | | | (15 | ) | | | 109 | | | | — | | | | (158 | ) | | | — | |
Net income | | | 63 | | | | 84 | | | | 64 | | | | 10 | | | | (158 | ) | | | 63 | |
Total other comprehensive loss | | | (163 | ) | | | (9 | ) | | | (163 | ) | | | (232 | ) | | | 401 | | | | (166 | ) |
Total other comprehensive loss attributable to | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | (3 | ) |
noncontrolling interests |
Total other comprehensive loss attributable to | | | (163 | ) | | | (9 | ) | | | (163 | ) | | | (229 | ) | | | 401 | | | | (163 | ) |
controlling interests |
Total comprehensive (loss)/income | | | (100 | ) | | | 75 | | | | (99 | ) | | | (222 | ) | | | 243 | | | | (103 | ) |
Comprehensive loss attributable to noncontrolling | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | (3 | ) |
interests |
Total comprehensive (loss)/income attributable to | | $ | (100 | ) | | $ | 75 | | | $ | (99 | ) | | $ | (219 | ) | | $ | 243 | | | $ | (100 | ) |
controlling interest |
|
|
|
Nielsen N.V. |
Condensed Consolidated Statement of Comprehensive Income (Unaudited) |
For the three months ended March 31, 2014 |
|
(IN MILLIONS) | | Parent | | | Issuer | | | Guarantor | | | Non- | | | Elimination | | | Consolidated | |
Guarantor |
Revenues | | $ | — | | | $ | — | | | $ | 803 | | | $ | 686 | | | $ | — | | | $ | 1,489 | |
Cost of revenues, exclusive of depreciation and | | | — | | | | — | | | | 307 | | | | 335 | | | | — | | | | 642 | |
amortization shown separately below |
Selling, general and administrative expenses, | | | — | | | | — | | | | 248 | | | | 241 | | | | — | | | | 489 | |
exclusive of depreciation and amortization shown |
separately below |
Depreciation and amortization | | | — | | | | — | | | | 110 | | | | 31 | | | | — | | | | 141 | |
Restructuring charges | | | — | | | | — | | | | 12 | | | | 12 | | | | — | | | | 24 | |
Operating income | | | — | | | | — | | | | 126 | | | | 67 | | | | — | | | | 193 | |
Interest income | | | — | | | | 208 | | | | 12 | | | | 2 | | | | (221 | ) | | | 1 | |
Interest expense | | | — | | | | (73 | ) | | | (213 | ) | | | (12 | ) | | | 221 | | | | (77 | ) |
Foreign currency exchange transaction | | | — | | | | — | | | | 1 | | | | (28 | ) | | | — | | | | (27 | ) |
income/(losses), net |
Other (expense)/income, net | | | — | | | | — | | | | (10 | ) | | | 7 | | | | — | | | | (3 | ) |
Income from continuing operations before income | | | — | | | | 135 | | | | (84 | ) | | | 36 | | | | — | | | | 87 | |
taxes and equity in net income/(loss) of |
subsidiaries and affiliates |
Benefit/(provision) for income taxes | | | 4 | | | | (47 | ) | | | 21 | | | | (11 | ) | | | — | | | | (33 | ) |
Equity in net income/(loss) of subsidiaries | | | 54 | | | | (36 | ) | | | 118 | | | | — | | | | (136 | ) | | | — | |
Equity in net (loss)/income of affiliates | | | — | | | | — | | | | (1 | ) | | | 2 | | | | — | | | | 1 | |
Net income | | | 58 | | | | 52 | | | | 54 | | | | 27 | | | | (136 | ) | | | 55 | |
Less net loss attributable to noncontrolling | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | (3 | ) |
interests |
Net income attributable to controlling interest | | | 58 | | | | 52 | | | | 54 | | | | 30 | | | | (136 | ) | | | 58 | |
Total other comprehensive (loss)/income | | | (3 | ) | | | (12 | ) | | | (3 | ) | | | 5 | | | | 10 | | | | (3 | ) |
Total comprehensive income | | | 55 | | | | 40 | | | | 51 | | | | 32 | | | | (126 | ) | | | 52 | |
Comprehensive loss attributable to noncontrolling | | | — | | | | — | | | | — | | | | (3 | ) | | | — | | | | (3 | ) |
interests |
Total comprehensive income attributable to | | $ | 55 | | | $ | 40 | | | $ | 51 | | | $ | 35 | | | $ | (126 | ) | | $ | 55 | |
controlling interests |
|
|
|
Nielsen N.V |
Condensed Consolidating Balance Sheet (Unaudited) |
March 31, 2015 |
|
(IN MILLIONS) | | Parent | | | Issuers | | | Guarantor | | | Non- | | | Elimination | | | Consolidated | |
Guarantor |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 30 | | | | — | | | | 74 | | | | 239 | | | | — | | | | 343 | |
Trade and other receivables, net | | | 1 | | | | — | | | | 539 | | | | 628 | | | | — | | | | 1,168 | |
Prepaid expenses and other current assets | | | — | | | | 9 | | | | 391 | | | | 154 | | | | — | | | | 554 | |
Intercompany receivables | | | 1 | | | | 440 | | | | 139 | | | | 179 | | | | (759 | ) | | | — | |
Total current assets | | | 32 | | | | 449 | | | | 1,143 | | | | 1,200 | | | | (759 | ) | | | 2,065 | |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | — | | | | — | | | | 337 | | | | 175 | | | | — | | | | 512 | |
Goodwill | | | — | | | | — | | | | 5,719 | | | | 1,921 | | | | — | | | | 7,640 | |
Other intangible assets, net | | | — | | | | — | | | | 4,375 | | | | 362 | | | | — | | | | 4,737 | |
Deferred tax assets | | | 1 | | | | — | | | | 24 | | | | 42 | | | | — | | | | 67 | |
Other non-current assets | | | — | | | | 49 | | | | 189 | | | | 129 | | | | — | | | | 367 | |
Equity investment in subsidiaries | | | 4,767 | | | | 1,322 | | | | 6,184 | | | | — | | | | (12,273 | ) | | | — | |
Intercompany loans | | | — | | | | 10,835 | | | | 496 | | | | 183 | | | | (11,514 | ) | | | — | |
Total assets | | $ | 4,800 | | | $ | 12,655 | | | $ | 18,467 | | | $ | 4,012 | | | $ | (24,546 | ) | | $ | 15,388 | |
Liabilities and equity: | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and other current liabilities | | $ | 13 | | | $ | 98 | | | $ | 314 | | | $ | 433 | | | $ | — | | | $ | 858 | |
Deferred revenues | | | — | | | | — | | | | 185 | | | | 135 | | | | — | | | | 320 | |
Income tax liabilities | | | — | | | | — | | | | 18 | | | | 54 | | | | — | | | | 72 | |
Current portion of long-term debt, capital lease | | | — | | | | 98 | | | | 89 | | | | 1 | | | | — | | | | 188 | |
obligations and short-term borrowings |
Intercompany payables | | | 7 | | | | — | | | | 622 | | | | 130 | | | | (759 | ) | | | — | |
Total current liabilities | | | 20 | | | | 196 | | | | 1,228 | | | | 753 | | | | (759 | ) | | | 1,438 | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt and capital lease obligations | | | — | | | | 7,049 | | | | 89 | | | | 21 | | | | — | | | | 7,159 | |
Deferred tax liabilities | | | — | | | | 78 | | | | 867 | | | | 81 | | | | — | | | | 1,026 | |
Intercompany loans | | | 10 | | | | 61 | | | | 10,948 | | | | 495 | | | | (11,514 | ) | | | — | |
Other non-current liabilities | | | 2 | | | | 7 | | | | 568 | | | | 345 | | | | — | | | | 922 | |
Total liabilities | | | 32 | | | | 7,391 | | | | 13,700 | | | | 1,695 | | | | (12,273 | ) | | | 10.545 | |
Total stockholders’ equity | | | 4,768 | | | | 5,264 | | | | 4,767 | | | | 2,242 | | | | (12,273 | ) | | | 4,768 | |
Noncontrolling interests | | | — | | | | — | | | | — | | | | 75 | | | | — | | | | 75 | |
Total equity | | | 4,768 | | | | 5,264 | | | | 4,767 | | | | 2,317 | | | | (12,273 | ) | | | 4,843 | |
Total liabilities and equity | | $ | 4,800 | | | $ | 12,655 | | | $ | 18,467 | | | $ | 4,012 | | | $ | (24,546 | ) | | $ | 15,388 | |
|
|
|
Nielsen N.V. |
Condensed Consolidating Balance Sheet |
December 31, 2014 |
|
(IN MILLIONS) | | Parent | | | Issuers | | | Guarantor | | | Non-Guarantor | | | Elimination | | | Consolidated | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 49 | | | $ | 1 | | | $ | (51 | ) | | $ | 274 | | | $ | — | | | $ | 273 | |
Trade and other receivables, net | | | 1 | | | | — | | | | 526 | | | | 714 | | | | — | | | | 1,241 | |
Prepaid expenses and other current assets | | | — | | | | 8 | | | | 339 | | | | 158 | | | | — | | | | 505 | |
Intercompany receivables | | | 1 | | | | 228 | | | | 141 | | | | 190 | | | | (560 | ) | | | — | |
Total current assets | | | 51 | | | | 237 | | | | 955 | | | | 1,336 | | | | (560 | ) | | | 2,019 | |
Non-current assets | | | — | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | — | | | | — | | | | 335 | | | | 198 | | | | — | | | | 533 | |
Goodwill | | | — | | | | — | | | | 5,588 | | | | 2,083 | | | | — | | | | 7,671 | |
Other intangible assets, net | | | — | | | | — | | | | 4,318 | | | | 397 | | | | — | | | | 4,715 | |
Deferred tax assets | | | 1 | | | | — | | | | 25 | | | | 57 | | | | — | | | | 83 | |
Other non-current assets | | | — | | | | 44 | | | | 171 | | | | 140 | | | | — | | | | 355 | |
Equity investment in subsidiaries | | | 5,017 | | | | 1,124 | | | | 6,548 | | | | — | | | | (12,689 | ) | | | — | |
Intercompany receivables | | | — | | | | 10,493 | | | | 560 | | | | 191 | | | | (11,244 | ) | | | — | |
Total assets | | $ | 5,069 | | | $ | 11,898 | | | $ | 18,500 | | | $ | 4,402 | | | $ | (24,493 | ) | | $ | 15,376 | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and other current liabilities | | $ | 10 | | | $ | 44 | | | $ | 418 | | | $ | 563 | | | $ | — | | | $ | 1,035 | |
Deferred revenues | | | — | | | | — | | | | 159 | | | | 145 | | | | — | | | | 304 | |
Income tax liabilities | | | 1 | | | | — | | | | 18 | | | | 43 | | | | — | | | | 62 | |
Current portion of long-term debt, capital lease | | | — | | | | 98 | | | | 298 | | | | 1 | | | | — | | | | 397 | |
obligations and short-term borrowings |
Intercompany payables | | | — | | | | — | | | | 428 | | | | 132 | | | | (560 | ) | | | — | |
Total current liabilities | | | 11 | | | | 142 | | | | 1,321 | | | | 884 | | | | (560 | ) | | | 1,798 | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt and capital lease obligations | | | — | | | | 6,358 | | | | 87 | | | | 20 | | | | — | | | | 6,465 | |
Deferred tax liabilities | | | — | | | | 74 | | | | 895 | | | | 56 | | | | — | | | | 1,025 | |
Intercompany loans | | | — | | | | 61 | | | | 10,613 | | | | 570 | | | | (11,244 | ) | | | — | |
Other non-current liabilities | | | 2 | | | | 2 | | | | 567 | | | | 384 | | | | — | | | | 955 | |
Total liabilities | | | 13 | | | | 6,637 | | | | 13,483 | | | | 1,914 | | | | (11,804 | ) | | | 10,243 | |
Total stockholders’ equity | | | 5,056 | | | | 5,261 | | | | 5,017 | | | | 2,411 | | | | (12,689 | ) | | | 5,056 | |
Noncontrolling interests | | | — | | | | — | | | | — | | | | 77 | | | | — | | | | 77 | |
Total equity | | | 5,056 | | | | 5,261 | | | | 5,017 | | | | 2,488 | | | | (12,689 | ) | | | 5,133 | |
Total liabilities and equity | | $ | 5,069 | | | $ | 11,898 | | | $ | 18,500 | | | $ | 4,402 | | | $ | (24,493 | ) | | $ | 15,376 | |
|
|
|
Nielsen N.V. |
Condensed Consolidating Statement of Cash Flows (Unaudited) |
For the three months ended March 31, 2015 |
|
(IN MILLIONS) | | Parent | | | Issuers | | | Guarantor | | | Non- | | | Consolidated | | | | | |
Guarantor | | | | |
Net cash provided by/(used in) operating activities | | $ | 1 | | | $ | 10 | | | $ | 85 | | | $ | (21 | ) | | $ | 75 | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiaries and affiliates, net of cash acquired | | | — | | | | — | | | | (190 | ) | | | (1 | ) | | | (191 | ) | | | | |
Additions to property, plant and equipment and other assets | | | — | | | | — | | | | (29 | ) | | | (4 | ) | | | (33 | ) | | | | |
Additions to intangible assets | | | — | | | | — | | | | (63 | ) | | | (6 | ) | | | (69 | ) | | | | |
Other investing activities | | | — | | | | — | | | | 2 | | | | — | | | | 2 | | | | | |
Net cash used in investing activities | | | — | | | | — | | | | (280 | ) | | | (11 | ) | | | (291 | ) | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Net repayments under revolving credit facility | | | — | | | | — | | | | (205 | ) | | | — | | | | (205 | ) | | | | |
Repayments of debt | | | — | | | | (25 | ) | | | — | | | | — | | | | (25 | ) | | | | |
Proceeds from the issuance of debt, net of issuance costs | | | — | | | | 746 | | | | — | | | | — | | | | 746 | | | | | |
Cash dividends paid to stockholders | | | (90 | ) | | | — | | | | — | | | | — | | | | (90 | ) | | | | |
Repurchase of common stock | | | (141 | ) | | | — | | | | — | | | | — | | | | (141 | ) | | | | |
Activity under stock plans | | | 7 | | | | — | | | | (1 | ) | | | — | | | | 6 | | | | | |
Excess tax benefits from stock-based compensation | | | — | | | | — | | | | 26 | | | | — | | | | 26 | | | | | |
Other financing activities | | | 204 | | | | (732 | ) | | | 504 | | | | 21 | | | | (3 | ) | | | | |
Net cash (used in)/provided by financing activities | | | (20 | ) | | | (11 | ) | | | 324 | | | | 21 | | | | 314 | | | | | |
Effect of exchange-rate changes on cash and cash equivalents | | | — | | | | — | | | | (4 | ) | | | (24 | ) | | | (28 | ) | | | | |
Net (decrease)/increase in cash and cash equivalents | | | (19 | ) | | | (1 | ) | | | 125 | | | | (35 | ) | | | 70 | | | | | |
Cash and cash equivalents at beginning of period | | | 49 | | | | 1 | | | | (51 | ) | | | 274 | | | | 273 | | | | | |
Cash and cash equivalents at end of period | | $ | 30 | | | $ | — | | | $ | 74 | | | $ | 239 | | | $ | 343 | | | | | |
|
|
|
Nielsen N.V. |
Condensed Consolidated Statement of Cash Flows (Unaudited) |
For the three months ended March 31, 2014 |
|
(IN MILLIONS) | | Parent | | | Issuers | | | Guarantor | | | Non- | | | Consolidated | | | | | |
Guarantor | | | | |
Net cash (used in)/provided by operating activities | | $ | (2 | ) | | $ | 178 | | | $ | (70 | ) | | $ | (16 | ) | | $ | 90 | | | | | |
Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiaries and affiliates, net of cash acquired | | | — | | | | — | | | | (114 | ) | | | (70 | ) | | | (184 | ) | | | | |
Additions to property, plant and equipment and other assets | | | — | | | | — | | | | (10 | ) | | | (4 | ) | | | (14 | ) | | | | |
Additions to intangible assets | | | — | | | | — | | | | (59 | ) | | | (4 | ) | | | (63 | ) | | | | |
Other investing activities | | | 6 | | | | — | | | | (6 | ) | | | — | | | | — | | | | | |
Net cash provided by/(used in) investing activities | | | 6 | | | | — | | | | (189 | ) | | | (78 | ) | | | (261 | ) | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Net borrowings under revolving credit facility | | | — | | | | — | | | | 30 | | | | — | | | | 30 | | | | | |
Repayments of debt | | | — | | | | (23 | ) | | | — | | | | (1 | ) | | | (24 | ) | | | | |
Cash dividends paid to stockholders | | | (74 | ) | | | — | | | | — | | | | — | | | | (74 | ) | | | | |
Repurchase of common stock | | | (16 | ) | | | | | | | | | | | | | | | (16 | ) | | | | |
Activity under stock plans | | | 12 | | | | — | | | | — | | | | (1 | ) | | | 11 | | | | | |
Other financing activities | | | 65 | | | | (155 | ) | | | 54 | | | | 34 | | | | (2 | ) | | | | |
Net cash (used in)/provided by financing activities | | | (13 | ) | | | (178 | ) | | | 84 | | | | 32 | | | | (75 | ) | | | | |
Effect of exchange-rate changes on cash and cash equivalents | | | — | | | | — | | | | — | | | | (17 | ) | | | (17 | ) | | | | |
Net decrease in cash and cash equivalents | | | (9 | ) | | | — | | | | (175 | ) | | | (79 | ) | | | (263 | ) | | | | |
Cash and cash equivalents at beginning of period | | | 12 | | | | — | | | | 205 | | | | 347 | | | | 564 | | | | | |
Cash and cash equivalents at end of period | | $ | 3 | | | $ | — | | | $ | 30 | | | $ | 268 | | | $ | 301 | | | | | |
|