Guarantor Financial Information | 19. 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 December 31, 2015 and December 31, 2014 and consolidating statements of operations and cash flows for the periods ended December 31, 2015, 2014 and 2013. 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 Consolidating Statement of Comprehensive Income For the year ended December 31, 2015 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Elimination Consolidated Revenues $ — $ — $ 3,585 $ 2,587 $ — $ 6,172 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,279 1,260 — 2,539 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 4 — 1,048 863 — 1,915 Depreciation and amortization — — 465 109 — 574 Restructuring charges — — 32 19 — 51 Operating (loss)/income (4 ) — 761 336 — 1,093 Interest income — 864 37 5 (902 ) 4 Interest expense — (291 ) (881 ) (41 ) 902 (311 ) Foreign currency exchange transaction losses, net — — (10 ) (21 ) — (31 ) Other income/(expense), net — — 252 (46 ) — 206 (Loss)/income from continuing operations before income taxes and equity in net loss of affiliates (4 ) 573 159 233 — 961 Provision for income taxes (1 ) (127 ) (175 ) (80 ) — (383 ) Equity in net income of subsidiaries 575 297 593 — (1,465 ) — Equity in net loss of affiliates — — (2 ) (1 ) — (3 ) Net income 570 743 575 152 (1,465 ) 575 Less: net income attributable to noncontrolling interests — — — 5 — 5 Net income attributable to controlling interests 570 743 575 147 (1,465 ) 570 Total other comprehensive loss (282 ) (280 ) (282 ) (282 ) 836 (290 ) Total other comprehensive loss attributable to noncontrolling interests — — — (8 ) — (8 ) Total other comprehensive loss attributable to controlling interests (282 ) (280 ) (282 ) (274 ) 836 (282 ) Total comprehensive income/(loss) 288 463 293 (130 ) (629 ) 285 Total comprehensive loss attributable to noncontrolling interests — — — (3 ) — (3 ) Total comprehensive income/(loss) attributable to controlling interests $ 288 $ 463 $ 293 $ (127 ) $ (629 ) $ 288 Nielsen Holdings plc Consolidating Statement of Comprehensive Income For the year ended December 31, 2014 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Elimination Consolidated Revenues $ — $ — $ 3,414 $ 2,874 $ — $ 6,288 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,269 1,351 — 2,620 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 4 — 955 958 — 1,917 Depreciation and amortization — — 448 125 — 573 Restructuring charges — — 43 46 — 89 Operating (loss)/income (4 ) — 699 394 — 1,089 Interest income — 856 44 8 (905 ) 3 Interest expense — (283 ) (874 ) (48 ) 905 (300 ) Foreign currency exchange transaction losses, net — — (2 ) (69 ) — (71 ) Other income/(expense), net — 553 4 (8 ) (649 ) (100 ) (Loss)/income from continuing operations before income taxes and equity in net loss of affiliates (4 ) 1,126 (129 ) 277 (649 ) 621 Benefit/(provision) for income taxes 7 (94 ) (98 ) (51 ) — (236 ) Equity in net income/(loss) of subsidiaries 381 (521 ) 611 — (471 ) — Equity in net loss of affiliates — — (3 ) (1 ) — (4 ) Net income 384 511 381 225 (1,120 ) 381 Less: net loss attributable to noncontrolling interests — — — (3 ) — (3 ) Net income attributable to controlling interests 384 511 381 228 (1,120 ) 384 Total other comprehensive (loss)/income (390 ) 805 (390 ) (490 ) 68 (397 ) Total other comprehensive loss attributable to noncontrolling interests — — — (7 ) — (7 ) Total other comprehensive (loss)/income attributable to controlling interests (390 ) 805 (390 ) (483 ) 68 (390 ) Total comprehensive (loss)/income (6 ) 1,316 (9 ) (265 ) (1,052 ) (16 ) Total comprehensive loss attributable to noncontrolling interests — — — (10 ) — (10 ) Total comprehensive (loss)/income attributable to controlling interests $ (6 ) $ 1,316 $ (9 ) $ (255 ) $ (1,052 ) $ (6 ) Nielsen Holdings plc Consolidating Statement of Comprehensive Income For the year ended December 31, 2013 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Elimination Consolidated Revenues $ — $ — $ 2,859 $ 2,844 $ — $ 5,703 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,087 1,311 — 2,398 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 4 — 889 922 — 1,815 Depreciation and amortization — — 386 124 — 510 Restructuring charges — — 67 52 — 119 Operating (loss)/income (4 ) — 430 435 — 861 Interest income 1 743 58 15 (815 ) 2 Interest expense (2 ) (300 ) (772 ) (50 ) 815 (309 ) Foreign currency exchange transaction gains/(losses), net — — 1 (26 ) 0 (25 ) Other (expense)/income, net — (21 ) 118 (106 ) 0 (9 ) (Loss)/income from continuing operations before income taxes and equity in net (loss)/income of affiliates (5 ) 422 (165 ) 268 — 520 (Provision)/benefit for income taxes (1 ) (95 ) 82 (77 ) — (91 ) Equity in net income of subsidiaries 746 419 522 — (1,687 ) — Equity in net (loss)/income of affiliates — — (1 ) 3 — 2 Income from continuing operations 740 746 438 194 (1,687 ) 431 Income/(loss) from discontinued operations, net of tax — — 308 (3 ) — 305 Net income 740 746 746 191 (1,687 ) 736 Less: net loss attributable to noncontrolling interests — — — (4 ) — (4 ) Net income attributable to controlling interests 740 746 746 195 (1,687 ) 740 Total other comprehensive (loss)/income (54 ) (37 ) (54 ) 32 61 (52 ) Total other comprehensive income attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive (loss)/income attributable to controlling interests (54 ) (37 ) (54 ) 30 61 (54 ) Total comprehensive income 686 709 692 223 (1,626 ) 684 Total comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total comprehensive income attributable to controlling interests $ 686 $ 709 $ 692 $ 225 $ (1,626 ) $ 686 Nielsen Holdings plc Consolidating Balance Sheet December 31, 2015 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 1 $ — $ 7 $ 349 $ — $ 357 Trade and other receivables, net 3 — 550 682 — 1,235 Prepaid expenses and other current assets — — 195 121 — 316 Intercompany receivables — 595 224 178 (997 ) — Total current assets 4 595 976 1,330 (997 ) 1,908 Non-current assets — Property, plant and equipment, net — — 324 166 — 490 Goodwill — — 5,774 2,009 — 7,783 Other intangible assets, net — — 4,314 458 — 4,772 Deferred tax assets 1 — 51 26 — 78 Other non-current assets — — 175 97 — 272 Equity investment in subsidiaries 4,793 1,441 3,696 — (9,930 ) — Intercompany receivables — 10,763 3,692 158 (14,613 ) — Total assets $ 4,798 $ 12,799 $ 19,002 $ 4,244 $ (25,540 ) $ 15,303 Liabilities and equity Current liabilities Accounts payable and other current liabilities $ 1 $ 48 $ 450 $ 514 $ — $ 1,013 Deferred revenues — — 182 140 — 322 Income tax liabilities — — — 42 — 42 Current portion of long-term debt, capital lease obligations and short-term borrowings — 114 195 1 — 310 Intercompany payables 21 3 753 220 (997 ) — Total current liabilities 22 165 1,580 917 (997 ) 1,687 Non-current liabilities Long-term debt and capital lease obligations — 6,911 102 15 — 7,028 Deferred tax liabilities — 74 977 23 — 1,074 Intercompany loans 341 2,985 10,921 366 (14,613 ) — Other non-current liabilities 2 6 629 250 — 887 Total liabilities 365 10,141 14,209 1,571 (15,610 ) 10,676 Total stockholders’ equity 4,433 2,658 4,793 2,479 (9,930 ) 4,433 Noncontrolling interests — — — 194 — 194 Total equity 4,433 2,658 4,793 2,673 (9,930 ) 4,627 Total liabilities and equity $ 4,798 $ 12,799 $ 19,002 $ 4,244 $ (25,540 ) $ 15,303 Nielsen Holdings plc 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 — — 339 158 — 497 Intercompany receivables 1 227 234 190 (652 ) — Total current assets 51 228 1,048 1,336 (652 ) 2,011 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 — 1 172 140 — 313 Equity investment in subsidiaries 5,017 1,125 6,596 — (12,738 ) — Intercompany receivables — 10,494 492 191 (11,177 ) — Total assets $ 5,069 $ 11,848 $ 18,574 $ 4,402 $ (24,567 ) $ 15,326 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 — 19 42 — 62 Current portion of long-term debt, capital lease obligations and short-term borrowings — 94 298 1 — 393 Intercompany payables — — 429 223 (652 ) — Total current liabilities 11 138 1,323 974 (652 ) 1,794 Non-current liabilities Long-term debt and capital lease obligations — 6,312 87 20 — 6,419 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 6,587 13,557 1,865 (11,829 ) 10,193 Total stockholders’ equity 5,056 5,261 5,017 2,460 (12,738 ) 5,056 Noncontrolling interests — — — 77 — 77 Total equity 5,056 5,261 5,017 2,537 (12,738 ) 5,133 Total liabilities and equity $ 5,069 $ 11,848 $ 18,574 $ 4,402 $ (24,567 ) $ 15,326 Nielsen Holdings plc Consolidating Statement of Cash Flows For the year ended December 31, 2015 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Consolidated Net cash provided by operating activities $ — $ 255 $ 637 $ 287 $ 1,179 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (246 ) — (246 ) Proceeds from sale of subsidiaries and affiliates, net — — 30 — 30 Additions to property, plant and equipment and other assets — — (82 ) (52 ) (134 ) Additions to intangible assets — — (237 ) (37 ) (274 ) Proceeds from the sale of property, plant and equipment — — — 7 7 Other investing activities — — 36 — 36 Net cash used in investing activities — — (499 ) (82 ) (581 ) Financing activities: Net borrowings under revolving credit facility — — (116 ) — (116 ) Proceeds from issuances of debt, net of issuance costs — 746 — — 746 Repayments of debt — (98 ) — — (98 ) Cash dividends paid to stockholders (408 ) — — — (408 ) Repurchase of common stock (667 ) — — — (667 ) Proceeds from exercise of stock options 79 — (7 ) — 72 Excess tax benefits from stock-based compensation — — 30 — 30 Other financing activities 948 (904 ) 16 (81 ) (21 ) Net cash used in financing activities (48 ) (256 ) (77 ) (81 ) (462 ) Effect of exchange-rate changes on cash and cash equivalents — — (3 ) (49 ) (52 ) Net (decrease)/increase in cash and cash equivalents (48 ) (1 ) 58 75 84 Cash and cash equivalents at beginning of period 49 1 (51 ) 274 273 Cash and cash equivalents at end of period $ 1 $ — $ 7 $ 349 $ 357 Nielsen Holdings plc Consolidating Statement of Cash Flows For the year ended December 31, 2014 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Consolidated Net cash (used in)/provided by operating activities $ (4 ) $ 523 $ 373 $ 201 $ 1,093 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (201 ) (113 ) (314 ) Proceeds from sale of subsidiaries and affiliates, net — — — (6 ) (6 ) Additions to property, plant and equipment and other assets — — (109 ) (54 ) (163 ) Additions to intangible assets — — (222 ) (27 ) (249 ) Other investing activities — — (1 ) 1 — Net cash used in investing activities — — (533 ) (199 ) (732 ) Financing activities: Net borrowings under revolving credit facility — — 280 — 280 Proceeds from issuances of debt, net of issuance costs — 4,544 — — 4,544 Repayments of debt — (4,597 ) — (1 ) (4,598 ) Cash dividends paid to stockholders (356 ) — — — (356 ) Repurchase of common stock (466 ) (466 ) Proceeds from exercise of stock options 112 — (6 ) (3 ) 103 Other financing activities 751 (469 ) (370 ) (4 ) (92 ) Net cash provided by/(used in) financing activities 41 (522 ) (96 ) (8 ) (585 ) Effect of exchange-rate changes on cash and cash equivalents — — — (67 ) (67 ) Net increase/(decrease) in cash and cash equivalents 37 1 (256 ) (73 ) (291 ) Cash and cash equivalents at beginning of period 12 — 205 347 564 Cash and cash equivalents at end of period $ 49 $ 1 $ (51 ) $ 274 $ 273 Nielsen Holdings plc Consolidating Statement of Cash Flows For the year ended December 31, 2013 (IN MILLIONS) Parent Issuers Guarantor Non-Guarantor Consolidated Net cash provided by operating activities $ 1 $ 539 $ 40 $ 321 $ 901 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (1,242 ) (7 ) (1,249 ) Proceeds from sale of subsidiaries and affiliates, net — — 935 — 935 Additions to property, plant and equipment and other assets — — (56 ) (74 ) (130 ) Additions to intangible assets — — (218 ) (26 ) (244 ) Other investing activities 1 1 Net cash used in investing activities — — (581 ) (106 ) (687 ) Financing activities: Proceeds from issuances of debt, net of issuance costs — 2,481 — 4 2,485 Repayments of debt — (2,171 ) — — (2,171 ) Decrease in other short-term borrowings — — — (5 ) (5 ) Cash dividends paid to shareholders (265 ) — — — (265 ) Repurchase of common stock (11 ) — — — (11 ) Proceeds from exercise of stock options 95 — (3 ) (7 ) 85 Other financing activities 191 (849 ) 727 (104 ) (35 ) Net cash provided by/(used in) financing activities 10 (539 ) 724 (112 ) 83 Effect of exchange-rate changes on cash and cash equivalents — — (2 ) (19 ) (21 ) Net increase in cash and cash equivalents 11 — 181 84 276 Cash and cash equivalents at beginning of period 1 — 24 263 288 Cash and cash equivalents at end of period $ 12 $ — $ 205 $ 347 $ 564 |