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, 2017 and December 31, 2016 and consolidating statements of operations and cash flows for the periods ended September 30, 2017 and 2016. During the three months ended September 30, 2017, the Company restructured certain legal entities and therefore 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 Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 899 $ 742 $ — $ 1,641 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 356 336 — 692 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 197 247 — 445 Depreciation and amortization — — 126 34 — 160 Restructuring charges — — 3 4 — 7 Operating (loss)/income (1 ) — 217 121 — 337 Interest income — 238 10 — (247 ) 1 Interest expense — (90 ) (241 ) (11 ) 247 (95 ) Other income/(expense), net — — 90 (91 ) — (1 ) (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries (1 ) 148 76 19 — 242 Provision for income taxes — (52 ) (37 ) (3 ) — (92 ) Equity in net income of subsidiaries 147 61 108 — (316 ) — Net income 146 157 147 16 (316 ) 150 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income attributable to controlling interest 146 157 147 12 (316 ) 146 Total other comprehensive income/(loss) 72 (6 ) 72 69 (135 ) 72 Total comprehensive income 218 151 219 85 (451 ) 222 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income attributable to controlling interest $ 218 $ 151 $ 219 $ 81 $ (451 ) $ 218 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 884 $ 686 $ — $ 1,570 Cost of revenues, exclusive of depreciation — — 322 320 — 642 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 228 223 — 452 Depreciation and amortization — — 123 28 — 151 Restructuring charges — — 22 7 — 29 Operating (loss)/income (1 ) — 189 108 — 296 Interest income — 221 10 2 (232 ) 1 Interest expense (1 ) (79 ) (227 ) (10 ) 232 (85 ) Foreign currency exchange transaction gains, net — — — 2 — 2 Other income/(expense), net — — 73 (73 ) — — (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries (2 ) 142 45 29 — 214 Provision for income taxes — (50 ) (19 ) (13 ) — (82 ) Equity in net income of subsidiaries 132 68 106 — (306 ) — Net income 130 160 132 16 (306 ) 132 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 130 160 132 14 (306 ) 130 Total other comprehensive (loss)/income (10 ) 2 (10 ) (6 ) 13 (11 ) Total other comprehensive loss attributable to noncontrolling interests — — — (1 ) — (1 ) Total other comprehensive (loss)/income attributable to controlling interests (10 ) 2 (10 ) (5 ) 13 (10 ) Total comprehensive income 120 162 122 10 (293 ) 121 Comprehensive income attributable to noncontrolling interests — — — 1 — 1 Total comprehensive income attributable to controlling interest $ 120 $ 162 $ 122 $ 9 $ (293 ) $ 120 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 2,658 $ 2,153 $ — $ 4,811 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,052 979 — 2,031 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 3 — 686 698 — 1,387 Depreciation and amortization — — 384 93 — 477 Restructuring charges — — 21 27 — 48 Operating (loss)/income (3 ) — 515 356 — 868 Interest income 1 682 27 3 (710 ) 3 Interest expense — (263 ) (694 ) (30 ) 710 (277 ) Foreign currency exchange transaction losses, net — — (3 ) (6 ) — (9 ) Other (expense)/income, net — (2 ) 68 (69 ) — (3 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (2 ) 417 (87 ) 254 — 582 (Provision)/benefit for income taxes — (146 ) 20 (100 ) — (226 ) Equity in net income of subsidiaries 350 149 418 — (917 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 348 420 350 155 (917 ) 356 Less net income attributable to noncontrolling interests — — — 8 — 8 Net income attributable to controlling interest 348 420 350 147 (917 ) 348 Total other comprehensive income/(loss) 232 (24 ) 232 245 (448 ) 237 Total other comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total other comprehensive income/(loss) attributable to controlling interests 232 (24 ) 232 240 (448 ) 232 Total comprehensive income 580 396 582 400 (1,365 ) 593 Comprehensive income attributable to noncontrolling interests — — — 13 — 13 Total comprehensive income attributable to controlling interest $ 580 $ 396 $ 582 $ 387 $ (1,365 ) $ 580 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2016 (IN MILLIONS) Parent Issuer Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 2,668 $ 1,985 $ — $ 4,653 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 985 952 — 1,937 Selling, general and administrative expenses, exclusive of depreciation and amortization shown 3 — 735 653 — 1,391 Depreciation and amortization — — 364 86 — 450 Restructuring charges — — 40 33 — 73 Operating (loss)/income (3 ) — 544 261 — 802 Interest income — 653 29 4 (683 ) 3 Interest expense (3 ) (230 ) (668 ) (29 ) 683 (247 ) Foreign currency exchange transaction losses, net — — (1 ) (2 ) — (3 ) Other (expense)/income, net — (1 ) 95 (94 ) — — (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (6 ) 422 (1 ) 140 — 555 (Provision)/benefit for income taxes — (148 ) 7 (67 ) — (208 ) Equity in net income of subsidiaries 349 150 344 — (843 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 343 424 349 74 (843 ) 347 Less net income attributable to noncontrolling — — — 4 — 4 Net income attributable to controlling interest 343 424 349 70 (843 ) 343 Total other comprehensive income/(loss) 38 (12 ) 38 37 (65 ) 36 Total other comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive income/(loss) attributable to controlling interests 38 (12 ) 38 39 (65 ) 38 Total comprehensive income 381 412 387 111 (908 ) 383 Comprehensive income attributable to noncontrolling interests — — — 2 — 2 Total comprehensive income attributable to controlling interests $ 381 $ 412 $ 387 $ 109 $ (908 ) $ 381 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) September 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 1 $ 19 $ 73 $ 569 $ — $ 662 Trade and other receivables, net 1 — 516 765 $ — 1,282 Prepaid expenses and other current assets — — 193 135 $ — 328 Intercompany receivables 2 1,146 322 123 (1,593 ) — Total current assets 4 1,165 1,104 1,592 (1,593 ) 2,272 Non-current assets — Property, plant and equipment, net — — 296 162 — 458 Goodwill — — 6,022 2,330 — 8,352 Other intangible assets, net — — 4,513 529 — 5,042 Deferred tax assets 2 20 — 109 — 131 Other non-current assets — 7 241 82 — 330 Equity investment in subsidiaries 4,230 1,222 4,190 — (9,642 ) — Intercompany loans 25 8,608 1,829 140 (10,602 ) — Total assets $ 4,261 $ 11,022 $ 18,195 $ 4,944 $ (21,837 ) $ 16,585 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 101 $ 422 $ 492 $ — $ 1,015 Deferred revenues — — 204 124 $ — 328 Income tax liabilities — 2 47 149 $ — 198 Current portion of long-term debt, capital lease obligations and short-term borrowings — 22 40 5 $ — 67 Intercompany payables — — 1,300 293 (1,593 ) — Total current liabilities — 125 2,013 1,063 (1,593 ) 1,608 Non-current liabilities — Long-term debt and capital lease obligations — 8,247 113 17 — 8,377 Deferred tax liabilities — 71 1,063 85 — 1,219 Intercompany loans — 62 10,173 367 (10,602 ) — Other non-current liabilities 2 2 603 314 — 921 Total liabilities 2 8,507 13,965 1,846 (12,195 ) 12,125 Total stockholders’ equity 4,259 2,515 4,230 2,897 (9,642 ) 4,259 Noncontrolling interests — — — 201 — 201 Total equity 4,259 2,515 4,230 3,098 (9,642 ) 4,460 Total liabilities and equity $ 4,261 $ 11,022 $ 18,195 $ 4,944 $ (21,837 ) $ 16,585 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2016 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 5 $ 1 $ 219 $ 529 $ — $ 754 Trade and other receivables, net 2 — 478 691 — 1,171 Prepaid expenses and other current assets — — 185 112 — 297 Intercompany receivables — 862 312 167 (1,341 ) — Total current assets 7 863 1,194 1,499 (1,341 ) 2,222 Non-current assets Property, plant and equipment, net — — 307 164 — 471 Goodwill — — 5,728 2,117 — 7,845 Other intangible assets, net — — 4,248 488 — 4,736 Deferred tax assets 2 — (1 ) 126 — 127 Other non-current assets — 3 245 81 — 329 Equity investment in subsidiaries 4,117 1,079 4,222 — (9,418 ) — Intercompany loans 25 11,533 3,332 150 (15,040 ) — Total assets $ 4,151 $ 13,478 $ 19,275 $ 4,625 $ (25,799 ) $ 15,730 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 52 $ 479 $ 481 $ — $ 1,012 Deferred revenues — — 172 125 — 297 Income tax liabilities — 2 36 59 — 97 Current portion of long-term debt, capital lease obligations and short-term borrowings — 145 35 8 — 188 Intercompany payables 47 2 988 304 (1,341 ) — Total current liabilities 47 201 1,710 977 (1,341 ) 1,594 Non-current liabilities Long-term debt and capital lease obligations — 7,611 106 21 — 7,738 Deferred tax liabilities — 71 1,027 77 — 1,175 Intercompany loans — 2,985 11,708 347 (15,040 ) — Other non-current liabilities 2 4 609 315 — 930 Total liabilities 49 10,872 15,160 1,737 (16,381 ) 11,437 Total stockholders’ equity 4,102 2,606 4,117 2,695 (9,418 ) 4,102 Noncontrolling interests — — (2 ) 193 — 191 Total equity 4,102 2,606 4,115 2,888 (9,418 ) 4,293 Total liabilities and equity $ 4,151 $ 13,478 $ 19,275 $ 4,625 $ (25,799 ) $ 15,730 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (48 ) $ 193 $ 424 $ 235 $ 804 Investing activities: Acquisition of subsidiaries and affiliates, net of cash — — (573 ) (22 ) (595 ) Additions to property, plant and equipment and other assets — — (29 ) (26 ) (55 ) Additions to intangible assets — — (218 ) (46 ) (264 ) Proceeds from the sale of property, plant and equipment and other assets — — 28 — 28 Other investing activities — — (1 ) (1 ) (2 ) Net cash used in investing activities — — (793 ) (95 ) (888 ) Financing activities: Repayments of debt — (2,288 ) — (1 ) (2,289 ) Proceeds from the issuance of debt, net of issuance costs — 2,745 — — 2,745 Decrease in other short-term borrowings — — — (5 ) (5 ) Cash dividends paid to stockholders (353 ) — — — (353 ) Repurchase of common stock (117 ) — — — (117 ) Activity under stock plans 28 — (7 ) — 21 Proceeds from employee stock purchase plan 5 — — — 5 Capital leases — — (40 ) (2 ) (42 ) Settlement of intercompany and other financing activities 481 (632 ) 273 (135 ) (13 ) Net cash provided by/(used in) financing activities 44 (175 ) 226 (143 ) (48 ) Effect of exchange-rate changes on cash and cash — — (3 ) 43 40 Net decrease in cash and cash equivalents (4 ) 18 (146 ) 40 (92 ) Cash and cash equivalents at beginning of period 5 1 219 529 754 Cash and cash equivalents at end of period $ 1 $ 19 $ 73 $ 569 $ 662 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Consolidated Net cash (used in)/provided by operating activities $ (4 ) $ 170 $ 412 $ 175 $ 753 Investing activities: Acquisition of subsidiaries and affiliates, — — (239 ) (24 ) (263 ) Additions to property, plant and equipment and — — (41 ) (42 ) (83 ) Additions to intangible assets — — (205 ) (36 ) (241 ) Other investing activities — — (1 ) (3 ) (4 ) Net cash used in investing activities — — (486 ) (105 ) (591 ) Financing activities: Net borrowings under revolving credit — — 193 — 193 Repayments of debt — (101 ) — — (101 ) Proceeds from the issuance of debt, net of issuance costs 496 496 Cash dividends paid to stockholders (323 ) — — — (323 ) Repurchase of common stock (394 ) — — — (394 ) Activity under stock plans 91 — (19 ) — 72 Settlement of intercompany and other financing activities 622 (547 ) (82 ) (26 ) (33 ) Net cash (used in)/provided by financing activities (4 ) (152 ) 92 (26 ) (90 ) Effect of exchange-rate changes on cash — — 2 15 17 Net (decrease)/increase in cash and cash equivalents (8 ) 18 20 59 89 Cash and cash equivalents at beginning of period 1 — 7 349 357 Cash and cash equivalents at end of $ (7 ) $ 18 $ 27 $ 408 $ 446 |