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 September 30, 2015 and December 31, 2014 and consolidating statements of operations and cash flows for the periods ended September 30, 2015 and 2014. During the three months ended September 30, 2015, the Company re-designated certain subsidiaries between guarantor and non-guarantor. As a result, the Company adjusted prior periods to reflect the current year structure. 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 Holdings plc Condensed Consolidating Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Revenues — — $ 907 $ 624 — $ 1,531 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 328 287 — 615 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 3 — 236 220 — 459 Depreciation and amortization — — 119 25 — 144 Restructuring charges — — 8 7 — 15 Operating (loss)/income (3 ) — 216 85 — 298 Interest income — 227 9 1 (236 ) 1 Interest expense — (74 ) (231 ) (10 ) 236 (79 ) Foreign currency exchange transaction gains, net — — 4 1 — 5 Other income/(expense), net — — 106 (106 ) — — (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (3 ) 153 104 (29 ) — 225 (Provision)/benefit for income taxes — (53 ) (38 ) 9 — (82 ) Equity in net income of subsidiaries 145 — 79 — (224 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 142 100 145 (21 ) (224 ) 142 Total other comprehensive loss (148 ) (147 ) (148 ) (125 ) 417 (151 ) Total other comprehensive loss attributable to noncontrolling interests — — — (3 ) — (3 ) Total other comprehensive loss attributable to controlling interests (148 ) (147 ) (148 ) (122 ) 417 (148 ) Total comprehensive loss (6 ) (47 ) (3 ) (146 ) 193 (9 ) Comprehensive loss attributable to noncontrolling interests — — — (3 ) — (3 ) Total comprehensive loss attributable to controlling interest $ (6 ) $ (47 ) $ (3 ) $ (143 ) 193 $ (6 ) Nielsen Holdings plc Condensed Consolidating Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2014 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Revenues — — $ 851 $ 721 — $ 1,572 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 311 337 — 648 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 230 236 — 468 Depreciation and amortization — — 108 31 — 139 Restructuring charges — — 5 1 — 6 Operating (loss)/income (2 ) — 197 116 — 311 Interest income — 215 11 2 (227 ) 1 Interest expense — (70 ) (219 ) (12 ) 227 (74 ) Foreign currency exchange transaction gains/(losses), net — — 3 (2 ) — 1 Other (expense)/income, net — (51 ) 77 (78 ) — (52 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (2 ) 94 69 26 — 187 Provision for income taxes — (22 ) (58 ) (15 ) — (95 ) Equity in net income/(loss) of subsidiaries 93 (74 ) 82 — (101 ) — Net income/(loss) 91 (2 ) 93 11 (101 ) 92 Less net income attributable to noncontrolling interests — — — 1 — 1 Net income/(loss) attributable to controlling interest 91 (2 ) 93 10 (101 ) 91 Total other comprehensive loss (160 ) (167 ) (160 ) (261 ) 586 (162 ) Other comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive loss attributable to controlling interest (160 ) (167 ) (160 ) (259 ) 586 (160 ) Total comprehensive loss (69 ) (169 ) (67 ) (250 ) 485 (70 ) Comprehensive loss attributable to noncontrolling interests — — — (1 ) — (1 ) Total comprehensive loss attributable to controlling interest $ (69 ) $ (169 ) $ (67 ) $ (249 ) 485 $ (69 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Revenues — — $ 2,652 $ 1,896 — $ 4,548 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 960 925 — 1,885 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 6 — 743 656 — 1,405 Depreciation and amortization — — 352 80 — 432 Restructuring charges — — 27 16 — 43 Operating (loss)/income (6 ) — 570 219 — 783 Interest income — 664 28 4 (693 ) 3 Interest expense — (217 ) (676 ) (31 ) 693 (231 ) Foreign currency exchange transaction losses, net — — (7 ) (20 ) — (27 ) Other income/(expense), net — — 135 (135 ) — — (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (6 ) 447 50 37 — 528 Provision for income taxes — (156 ) (24 ) (26 ) — (206 ) Equity in net income of subsidiaries 325 5 299 — (629 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income 319 296 325 10 (629 ) 321 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 319 296 325 8 (629 ) 319 Total other comprehensive loss (269 ) (265 ) (269 ) (262 ) 789 (276 ) Other comprehensive loss attributable to noncontrolling interests — — — (7 ) — (7 ) Total other comprehensive loss attributable to controlling interest (269 ) (265 ) (269 ) (255 ) 789 (269 ) Total comprehensive income/(loss) 50 31 56 (252 ) 160 45 Comprehensive loss attributable to noncontrolling interests — — — (5 ) — (5 ) Total comprehensive income/(loss) attributable to controlling interest $ 50 $ 31 $ 56 $ (247 ) 160 $ 50 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2014 (IN MILLIONS) Parent Issuers Guarantor Non- Guarantor Elimination Consolidated Revenues $ - $ - $ 2,505 $ 2,150 $ - $ 4,655 Cost of revenues, exclusive of depreciation and amortization shown separately below - - 947 1,020 - 1,967 Selling, general and administrative expenses, exclusive of depreciation and amortization shown seperately below 3 - 717 719 - 1,439 Depreciation and amortization - - 333 92 - 425 Restructuring charges - - 29 14 - 43 Operating (loss)/income (3 ) - 479 305 - 781 Interest income - 636 34 7 (674 ) 3 Interest expense - (217 ) (649 ) (37 ) 674 (229 ) Foreign currency exchange transaction gains/(losses), net - - 3 (35 ) - (32 ) Other (expense)/income, net - (96 ) 21 (25 ) - (100 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (3 ) 323 (112 ) 215 - 423 Benefit/(provision) for income taxes 5 (80 ) (54 ) (73 ) - (202 ) Equity in net income of subsidiaries 221 87 388 - (696 ) - Equity in net (loss)/income of affiliates - - (1 ) 3 - 2 Net income 223 330 221 145 (696 ) 223 Total other comprehensive loss (122 ) (145 ) (122 ) (235 ) 500 (124 ) Other comprehensive loss attributable to noncontrolling interests - - - (2 ) - (2 ) Total other comprehensive loss attributable to controlling interest (122 ) (145 ) (122 ) (233 ) 500 (122 ) Total comprehensive income/(loss) 101 185 99 (90 ) (196 ) 99 Comprehensive loss attributable to noncontrolling interests - - - (2 ) - (2 ) Total comprehensive income/(loss) attributable to controlling interest $ 101 $ 185 $ 99 $ (88 ) $ (196 ) $ 101 Nielsen Holdings plc Condensed Consolidating Balance Sheet (Unaudited) September 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 1 $ (1 ) $ 13 $ 345 $ — $ 358 Trade and other receivables, net — — 529 634 — 1,163 Prepaid expenses and other current assets — 10 413 162 — 585 Intercompany receivables — 525 364 135 (1,024 ) — Total current assets 1 534 1,319 1,276 (1,024 ) 2,106 Non-current assets Property, plant and equipment, net — — 319 167 — 486 Goodwill — — 5,709 1,879 — 7,588 Other intangible assets, net — — 4,331 324 — 4,655 Deferred tax assets 1 3 27 42 — 73 Other non-current assets — 45 210 114 — 369 Equity investment in subsidiaries 4,554 1,156 3,275 — (8,985 ) — Intercompany loans — 10,836 3,457 165 (14,458 ) — Total assets $ 4,556 $ 12,574 $ 18,647 $ 3,967 $ (24,467 ) $ 15,277 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 1 $ 97 $ 354 $ 466 $ — $ 918 Deferred revenues — — 168 131 — 299 Income tax liabilities 1 — 154 44 — 199 Current portion of long-term debt, capital lease obligations and short-term borrowings — 108 230 1 — 339 Intercompany payables — 63 660 301 (1,024 ) — Total current liabilities 2 268 1,566 943 (1,024 ) 1,755 Non-current liabilities Long-term debt and capital lease obligations — 7,002 91 21 — 7,114 Deferred tax liabilities — 74 862 57 — 993 Intercompany loans 126 2,985 11,001 346 (14,458 ) — Other non-current liabilities 2 11 573 331 — 917 Total liabilities 130 10,340 14,093 1,698 (15,482 ) 10,779 Total stockholders’ equity 4,426 2,234 4,554 2,197 (8,985 ) 4,426 Noncontrolling interests — — — 72 — 72 Total equity 4,426 2,234 4,554 2,269 (8,985 ) 4,498 Total liabilities and equity $ 4,556 $ 12,574 $ 18,647 $ 3,967 $ (24,467 ) $ 15,277 Nielsen Holdings plc 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 1 227 234 190 (652 ) — Total current assets 51 236 1,048 1,336 (652 ) 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 6,596 — (12,737 ) — Intercompany receivables — 10,494 492 191 (11,177 ) — Total assets $ 5,069 $ 11,898 $ 18,573 $ 4,402 $ (24,566 ) $ 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 — — 429 223 (652 ) — Total current liabilities 11 142 1,322 975 (652 ) 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 10,685 431 (11,177 ) — Other non-current liabilities 2 2 567 384 — 955 Total liabilities 13 6,637 13,556 1,866 (11,829 ) 10,243 Total stockholders’ equity 5,056 5,261 5,017 2,459 (12,737 ) 5,056 Noncontrolling interests — — — 77 — 77 Total equity 5,056 5,261 5,017 2,536 (12,737 ) 5,133 Total liabilities and equity $ 5,069 $ 11,898 $ 18,573 $ 4,402 $ (24,566 ) $ 15,376 Nielsen Holdings plc Condensed Consolidating Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2015 (IN MILLIONS) Parent Issuers Guarantor Non- Consolidated Net cash (used in)/provided by operating $ (2 ) $ 299 $ 308 $ 173 $ 778 Investing activities: Acquisition of subsidiaries and affiliates, net of — — (197 ) (1 ) (198 ) Additions to property, plant and equipment and — — (66 ) (34 ) (100 ) Additions to intangible assets — — (183 ) (23 ) (206 ) Net cash used in investing activities — — (446 ) (58 ) (504 ) Financing activities: Net repayments under revolving credit facility — — (70 ) — (70 ) Repayments of debt — (74 ) — — (74 ) Proceeds from the issuance of debt, net of issuance costs 746 746 Cash dividends paid to stockholders (307 ) — — — (307 ) Repurchase of common stock (493 ) — — — (493 ) Activity under stock plans 46 — (6 ) — 40 Excess tax benefits from stock-based compensation — — 30 — 30 Settlement of intercompany and other financing activities 708 (973 ) 250 (1 ) (16 ) Net cash (used in)/provided by financing (46 ) (301 ) 204 (1 ) (144 ) Effect of exchange-rate changes on cash — — (2 ) (43 ) (45 ) Net (decrease)/increase in cash and cash equivalents (48 ) (2 ) 64 71 85 Cash and cash equivalents at beginning 49 1 (51 ) 274 273 Cash and cash equivalents at end of period $ 1 $ (1 ) $ 13 $ 345 $ 358 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2014 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Consolidated Net cash provided by operating activities $ 2 $ 452 $ 109 $ 129 $ 692 Investing activities: Acquisition of subsidiaries and affiliates, net of - - (121 ) (82 ) (203 ) Additions to property, plant and equipment and other assets - - (63 ) (33 ) (96 ) Additions to intangible assets - - (159 ) (19 ) (178 ) Other investing activities 5 - (5 ) - - Net cash provided by/(used in) investing 5 - (348 ) (134 ) (477 ) Financing activities: Repayments of debt - (4,572 ) - (1 ) (4,573 ) Proceeds from the issuance of debt, net of issuance costs - 4,544 - - 4,544 Cash dividends paid to stockholders (261 ) - - - (261 ) Repurchase of common stock (75 ) - - - (75 ) Proceeds from the exercise of stock options 91 - (6 ) (5 ) 80 Settlement of intercompany and other financing activities 240 (404 ) 59 14 (91 ) Net cash (used in)/provided by financing (5 ) (432 ) 53 8 (376 ) Effect of exchange-rate changes on cash and cash equivalents - - - (34 ) (34 ) Net increase/(decrease) in cash and cash equivalents 2 20 (186 ) (31 ) (195 ) Cash and cash equivalents at beginning of 12 - 205 347 564 Cash and cash equivalents at end of period $ 14 $ 20 $ 19 $ 316 $ 369 |