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 June 30, 2015 and December 31, 2014 and consolidating statements of operations and cash flows for the periods ended June 30, 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 June 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 899 $ 660 $ — $ 1,559 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 320 328 — 648 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 249 214 — 465 Depreciation and amortization — — 120 26 — 146 Restructuring charges — — 8 6 — 14 Operating (loss)/income (2 ) — 202 86 — 286 Interest income — 217 9 2 (227 ) 1 Interest expense — (75 ) (220 ) (11 ) 227 (79 ) Foreign currency exchange transaction losses, net — — — (6 ) — (6 ) Other income/(expense), net — — 99 (99 ) — — (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates (2 ) 142 90 (28 ) — 202 (Provision)/benefit for income taxes — (50 ) (49 ) 13 — (86 ) Equity in net income of subsidiaries 116 20 75 129 (340 ) — Net income 114 112 116 114 (340 ) 116 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 114 112 116 112 (340 ) 114 Total other comprehensive income 42 45 42 46 (134 ) 41 Total other comprehensive loss attributable to noncontrolling interests — — — (1 ) — (1 ) Total other comprehensive income attributable to controlling interests 42 45 42 47 (134 ) 42 Total comprehensive income 156 157 158 160 (474 ) 157 Comprehensive income attributable to noncontrolling interests — — — 1 — 1 Total comprehensive income attributable to controlling interest $ 156 157 158 159 (474 ) 156 Nielsen N.V. Condensed Consolidating Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2014 (IN MILLIONS) Parent Issuers Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 851 $ 743 $ — $ 1,594 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 329 348 — 677 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 239 242 — 482 Depreciation and amortization — — 115 30 — 145 Restructuring charges — — 12 1 — 13 Operating (loss)/income (1 ) — 156 122 — 277 Interest income — 213 11 3 (226 ) 1 Interest expense — (74 ) (217 ) (13 ) 226 (78 ) Foreign currency exchange transaction losses, net — — (1 ) (5 ) — (6 ) Other (expense)/income, net — (45 ) 158 (158 ) — (45 ) (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates (1 ) 94 107 (51 ) — 149 Benefit/(provision) for income taxes 1 (10 ) (68 ) 3 — (74 ) Equity in net income of subsidiaries 74 196 35 125 (430 ) — Equity in net income of affiliates — — — 1 — 1 Net income 74 280 74 78 (430 ) 76 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 74 280 74 76 (430 ) 74 Total other comprehensive income 41 34 41 34 (109 ) 41 Total comprehensive income 115 314 115 112 (539 ) 117 Comprehensive income attributable to noncontrolling interests — — — 2 — 2 Total comprehensive income attributable to controlling interest $ 115 314 115 110 (539 ) 115 Nielsen N.V. Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2015 (IN MILLIONS) Parent Issuer Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 1,745 $ 1,272 $ — $ 3,017 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 632 638 — 1,270 Selling, general and administrative expenses, exclusive of depreciation and amortization shown 3 — 507 436 — 946 Depreciation and amortization — — 233 55 — 288 Restructuring charges — — 19 9 — 28 Operating (loss)/income (3 ) — 354 134 — 485 Interest income — 437 20 3 (458 ) 2 Interest expense — (143 ) (444 ) (23 ) 458 (152 ) Foreign currency exchange transaction losses, net — — (11 ) (21 ) — (32 ) Other income/(expense), net — — 91 (91 ) — — (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates (3 ) 294 10 2 — 303 Provision for income taxes — (103 ) (14 ) (7 ) — (124 ) Equity in net income of subsidiaries 180 5 184 197 (566 ) — Net income 177 196 180 192 (566 ) 179 Less net income attributable to noncontrolling — — — 2 — 2 Net income attributable to controlling interest 177 196 180 190 (566 ) 177 Total other comprehensive loss (121 ) (118 ) (121 ) (122 ) 357 (125 ) Total other comprehensive loss attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive loss attributable to controlling interests (121 ) (118 ) (121 ) (118 ) 357 (121 ) Total comprehensive income 56 78 59 70 (209 ) 54 Comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total comprehensive income attributable to controlling interests $ 56 78 59 72 (209 ) 56 Nielsen N.V. Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2014 (IN MILLIONS) Parent Issuer Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 1,654 $ 1,429 $ — $ 3,083 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 636 683 — 1,319 Selling, general and administrative expenses, exclusive of depreciation and amortization shown 1 — 487 483 — 971 Depreciation and amortization — — 225 61 — 286 Restructuring charges — — 24 13 — 37 Operating (loss)/income (1 ) — 282 189 — 470 Interest income — 421 23 5 (447 ) 2 Interest expense — (147 ) (430 ) (25 ) 447 (155 ) Foreign currency exchange transaction losses, net — — — (33 ) — (33 ) Other (expense)/income, net — (45 ) 148 (151 ) — (48 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 229 23 (15 ) — 236 Benefit/(provision) for income taxes 5 (57 ) (47 ) (8 ) — (107 ) Equity in net income of subsidiaries 128 160 153 147 (588 ) — Equity in net (loss)/income of affiliates — — (1 ) 3 — 2 Net income 132 332 128 127 (588 ) 131 Less net loss attributable to noncontrolling — — — (1 ) — (1 ) Net income attributable to controlling interest 132 332 128 128 (588 ) 132 Total other comprehensive income 38 22 38 22 (82 ) 38 Total comprehensive income 170 354 166 149 (670 ) 169 Comprehensive loss attributable to noncontrolling interests — — — (1 ) — (1 ) Total comprehensive income attributable to controlling interest $ 170 354 166 150 (670 ) 170 Nielsen N.V. Condensed Consolidating Balance Sheet (Unaudited) June 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 29 — 40 262 — 331 Trade and other receivables, net — — 536 691 — 1,227 Prepaid expenses and other current assets — 9 381 166 — 556 Intercompany receivables 1 411 299 126 (837 ) — Total current assets 30 420 1,256 1,245 (837 ) 2,114 Non-current assets Property, plant and equipment, net — — 332 176 — 508 Goodwill — — 5,724 1,966 — 7,690 Other intangible assets, net — — 4,351 351 — 4,702 Deferred tax assets 1 — 24 45 — 70 Other non-current assets — 48 207 126 — 381 Equity investment in subsidiaries 4,711 1,457 6,111 2,934 (15,213 ) — Intercompany loans — 10,835 530 187 (11,552 ) — Total assets $ 4,742 $ 12,760 $ 18,535 $ 7,030 $ (27,602 ) $ 15,465 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 13 $ 52 $ 314 $ 452 $ — $ 831 Deferred revenues — — 186 146 — 332 Income tax liabilities — — 90 49 — 139 Current portion of long-term debt, capital lease obligations and short-term borrowings — 98 232 1 — 331 Intercompany payables 15 124 523 175 (837 ) — Total current liabilities 28 274 1,345 823 (837 ) 1,633 Non-current liabilities Long-term debt and capital lease obligations — 7,036 85 21 — 7,142 Deferred tax liabilities — 74 878 65 — 1,017 Intercompany loans 35 61 10,952 504 (11,552 ) — Other non-current liabilities 2 4 564 351 — 921 Total liabilities 65 7,449 13,824 1,764 (12,389 ) 10,713 Total stockholders’ equity 4,677 5,311 4,711 5,191 (15,213 ) 4,677 Noncontrolling interests — — — 75 — 75 Total equity 4,677 5,311 4,711 5,266 (15,213 ) 4,752 Total liabilities and equity $ 4,742 $ 12,760 $ 18,535 $ 7,030 $ (27,602 ) $ 15,465 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 2,795 (15,484 ) — Intercompany receivables — 10,493 560 191 (11,244 ) — Total assets $ 5,069 $ 11,898 $ 18,500 $ 7,197 $ (27,288 ) $ 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 obligations and short-term borrowings — 98 298 1 — 397 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 5,206 (15,484 ) 5,056 Noncontrolling interests — — — 77 — 77 Total equity 5,056 5,261 5,017 5,283 (15,484 ) 5,133 Total liabilities and equity $ 5,069 $ 11,898 $ 18,500 $ 7,197 $ (27,288 ) $ 15,376 Nielsen N.V. Condensed Consolidating Statement of Cash Flows (Unaudited) For the six months ended June 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Consolidated Net cash provided by operating activities $ — $ 258 $ 46 $ 22 $ 326 Investing activities: Acquisition of subsidiaries and affiliates, — — (196 ) (1 ) (197 ) Additions to property, plant and equipment and — — (49 ) (20 ) (69 ) Additions to intangible assets — — (117 ) (13 ) (130 ) Other investing activities — — 3 — 3 Net cash used in investing activities — — (359 ) (34 ) (393 ) Financing activities: Net borrowings under revolving credit facility — — (72 ) — (72 ) Repayments of debt — (49 ) — — (49 ) Proceeds from the issuance of debt, net of issuance costs 746 746 Cash dividends paid to stockholders (192 ) — — — (192 ) Repurchase of common stock (320 ) — — — (320 ) Activity under stock plans 28 — (2 ) — 26 Excess tax benefits from stock-based compensation — — 28 — 28 Settlement of intercompany and other financing activities 464 (956 ) 453 27 (12 ) Net cash (used in)/provided by financing activities (20 ) (259 ) 407 27 155 Effect of exchange-rate changes on cash — — (3 ) (27 ) (30 ) Net (decrease)/increase in cash and cash equivalents (20 ) (1 ) 91 (12 ) 58 Cash and cash equivalents at beginning of period 49 1 (51 ) 274 273 Cash and cash equivalents at end of period $ 29 $ — $ 40 $ 262 $ 331 Nielsen N.V. Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2014 (IN MILLIONS) Parent Issuers Guarantor Non- Consolidated Net cash provided by/(used in) operating activities $ 1 $ 299 $ (17 ) $ 17 $ 300 Investing activities: Acquisition of subsidiaries and affiliates, — — (118 ) (74 ) (192 ) Additions to property, plant and equipment and — — (38 ) (16 ) (54 ) Additions to intangible assets — — (106 ) (11 ) (117 ) Other investing activities 9 — (9 ) — — Net cash provided by/(used in) investing activities 9 — (271 ) (101 ) (363 ) Financing activities: Net borrowings under revolving credit facility — — 25 — 25 Repayments of debt — (3,747 ) — (1 ) (3,748 ) Proceeds from the issuance of debt, net of issuance costs — 3,748 — — 3,748 Cash dividends paid to stockholders (167 ) — — — (167 ) Repurchase of common stock (48 ) — — — (48 ) Activity under stock plans 60 (3 ) 57 Settlement of intercompany and other financing activities 154 (300 ) 79 26 (41 ) Net cash (used in)/provided by financing activities (1 ) (299 ) 104 22 (174 ) Effect of exchange-rate changes on cash — — — (17 ) (17 ) Net increase/(decrease) in cash and cash equivalents 9 — (184 ) (79 ) (254 ) Cash and cash equivalents at beginning of period 12 — 205 347 564 Cash and cash equivalents at end of period $ 21 $ — $ 21 $ 268 $ 310 |