Guarantor Financial Information | 14. 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, 2018 and December 31, 2017 and consolidating statements of operations and cash flows for the periods ended June 30, 2018 and 2017. During the six months ended June 30, 2018, the Company re-designated certain subsidiaries between guarantor and non-guarantor. As a result, the Company adjusted the prior period condensed consolidated statement of comprehensive income 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 June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 899 $ 748 $ — $ 1,647 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 359 339 — 698 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 235 258 — 494 Depreciation and amortization — — 129 33 — 162 Restructuring charges — — 21 44 — 65 Operating (loss)/income (1 ) — 155 74 — 228 Interest income 1 165 8 3 (175 ) 2 Interest expense — (92 ) (174 ) (9 ) 175 (100 ) Foreign currency exchange transaction losses, net — — (1 ) (3 ) — (4 ) Other (expense)/income, net — (6 ) 120 (119 ) — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income of subsidiaries and affiliates — 67 108 (54 ) — 121 Provision for income taxes — (14 ) (22 ) (8 ) — (44 ) Equity in net income/(loss) of subsidiaries 72 27 (14 ) — (85 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 72 80 72 (63 ) (85 ) 76 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest 72 80 72 (67 ) (85 ) 72 Total other comprehensive (loss)/income (129 ) 19 (129 ) (151 ) 257 (133 ) Total other comprehensive loss attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive (loss)/income attributable to controlling interests (129 ) 19 (129 ) (147 ) 257 (129 ) Total comprehensive (loss)/income $ (57 ) $ 99 $ (57 ) $ (214 ) $ 172 $ (57 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 892 $ 752 $ — $ 1,644 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 357 321 — 678 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 234 239 — 474 Depreciation and amortization — — 132 30 — 162 Restructuring charges — — 3 6 — 9 Operating (loss)/income (1 ) — 166 156 — 321 Interest income 1 227 8 2 (237 ) 1 Interest expense — (88 ) (231 ) (10 ) 237 (92 ) Foreign currency exchange transaction losses, net — — (2 ) (5 ) — (7 ) Other (expense)/income, net — (2 ) (2 ) 5 — 1 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates — 137 (61 ) 148 — 224 (Provision)/benefit for income taxes — (48 ) 13 (56 ) — (91 ) Equity in net income of subsidiaries 131 36 180 — (347 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 131 125 131 93 (347 ) 133 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 131 125 131 91 (347 ) 131 Total other comprehensive income/(loss) 83 (19 ) 83 98 (160 ) 85 Total other comprehensive income attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests 83 (19 ) 83 96 (160 ) 83 Total comprehensive income 214 106 214 192 (508 ) 218 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income attributable to controlling interest $ 214 $ 106 $ 214 $ 188 $ (508 ) $ 214 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,769 $ 1,488 $ — $ 3,257 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 734 683 — 1,417 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 469 516 — 987 Depreciation and amortization — — 261 68 — 329 Restructuring charges — — 32 57 — 89 Operating (loss)/income (2 ) — 273 164 — 435 Interest income 1 316 18 4 (335 ) 4 Interest expense — (183 ) (328 ) (20 ) 335 (196 ) Foreign currency exchange transaction losses, net — — (1 ) (3 ) — (4 ) Other (expense)/income, net — (7 ) 120 (117 ) — (4 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 126 82 28 — 235 Provision for income taxes — (26 ) (20 ) (37 ) — (83 ) Equity in net income of subsidiaries 145 85 83 — (313 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income/(loss) 144 185 145 (10 ) (313 ) 151 Less net income attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 144 185 145 (17 ) (313 ) 144 Total other comprehensive (loss)/income (75 ) 21 (75 ) (92 ) 144 (77 ) Total other comprehensive loss attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive (loss)/income attributable to controlling interests (75 ) 21 (75 ) (90 ) 144 (75 ) Total comprehensive income/(loss) 69 206 70 (102 ) (169 ) 74 Comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 69 $ 206 $ 70 $ (107 ) $ (169 ) $ 69 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,748 $ 1,422 $ — $ 3,170 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 695 644 — 1,339 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 489 456 — 947 Depreciation and amortization — — 258 59 — 317 Restructuring charges — — 18 23 — 41 Operating (loss)/income (2 ) — 288 240 — 526 Interest income 1 444 17 3 (463 ) 2 Interest expense — (173 ) (453 ) (19 ) 463 (182 ) Foreign currency exchange transaction losses, net — — (3 ) (6 ) — (9 ) Other (expense)/income, net — (2 ) (16 ) 21 — 3 (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 269 (167 ) 239 — 340 (Provision)/benefit for income taxes — (94 ) 57 (97 ) — (134 ) Equity in net income of subsidiaries 203 88 314 — (605 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 202 263 203 143 (605 ) 206 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income attributable to controlling interest 202 263 203 139 (605 ) 202 Total other comprehensive income/(loss) 160 (18 ) 160 176 (313 ) 165 Total other comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total other comprehensive income/(loss) attributable to controlling interests 160 (18 ) 160 171 (313 ) 160 Total comprehensive income 362 245 363 319 (918 ) 371 Comprehensive income attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income attributable to controlling interest $ 362 $ 245 $ 363 $ 310 $ (918 ) $ 362 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ 1 $ 13 $ 378 $ — $ 394 Trade and other receivables, net — — 501 819 $ — 1,320 Prepaid expenses and other current assets 1 5 252 148 $ — 406 Intercompany receivables 2 1,324 309 80 (1,715 ) — Total current assets 5 1,330 1,075 1,425 (1,715 ) 2,120 Non-current assets — Property, plant and equipment, net — — 312 159 — 471 Goodwill — — 6,100 2,341 — 8,441 Other intangible assets, net — — 4,557 511 — 5,068 Deferred tax assets 1 — 9 159 — 169 Other non-current assets — 32 314 83 — 429 Equity investment in subsidiaries 4,019 1,236 4,554 — (9,809 ) — Intercompany loans 25 8,608 352 138 (9,123 ) — Total assets $ 4,050 $ 11,206 $ 17,273 $ 4,816 $ (20,647 ) $ 16,698 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 52 $ 443 $ 482 $ — $ 977 Deferred revenues — — 231 130 $ — 361 Income tax liabilities — — 26 82 $ — 108 Current portion of long-term debt, capital lease obligations and short-term borrowings — 47 290 6 $ — 343 Intercompany payables 1 2 1,405 307 (1,715 ) — Total current liabilities 1 101 2,395 1,007 (1,715 ) 1,789 Non-current liabilities — Long-term debt and capital lease obligations — 8,206 99 16 — 8,321 Deferred tax liabilities — 71 1,318 27 — 1,416 Intercompany loans — — 8,771 352 (9,123 ) — Other non-current liabilities — — 671 256 — 927 Total liabilities 1 8,378 13,254 1,658 (10,838 ) 12,453 Total stockholders’ equity 4,049 2,828 4,019 2,962 (9,809 ) 4,049 Noncontrolling interests — — — 196 — 196 Total equity 4,049 2,828 4,019 3,158 (9,809 ) 4,245 Total liabilities and equity $ 4,050 $ 11,206 $ 17,273 $ 4,816 $ (20,647 ) $ 16,698 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ 1 $ 69 $ 584 $ — $ 656 Trade and other receivables, net — — 464 816 — 1,280 Prepaid expenses and other current assets — — 211 135 — 346 Intercompany receivables 4 1,187 325 155 (1,671 ) — Total current assets 6 1,188 1,069 1,690 (1,671 ) 2,282 Non-current assets - Property, plant and equipment, net — — 309 173 — 482 Goodwill — — 6,100 2,395 — 8,495 Other intangible assets, net — — 4,545 532 — 5,077 Deferred tax assets 1 — — 169 — 170 Other non-current assets — 17 263 80 — 360 Equity investment in subsidiaries 4,213 1,210 4,583 — (10,006 ) — Intercompany loans 25 8,608 424 140 (9,197 ) — Total assets $ 4,245 $ 11,023 $ 17,293 $ 5,179 $ (20,874 ) $ 16,866 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 61 $ 560 $ 520 $ — $ 1,141 Deferred revenues — — 231 130 — 361 Income tax liabilities — — 62 49 — 111 Current portion of long-term debt, capital lease obligations and short-term borrowings — 35 44 5 — 84 Intercompany payables — 2 1,345 324 (1,671 ) — Total current liabilities — 98 2,242 1,028 (1,671 ) 1,697 Non-current liabilities — Long-term debt and capital lease obligations — 8,237 101 19 — 8,357 Deferred tax liabilities — 71 1,296 68 — 1,435 Intercompany loans — 62 8,774 361 (9,197 ) — Other non-current liabilities — — 667 267 — 934 Total liabilities — 8,468 13,080 1,743 (10,868 ) 12,423 Total stockholders’ equity 4,245 2,555 4,213 3,238 (10,006 ) 4,245 Noncontrolling interests — — — 198 — 198 Total equity 4,245 2,555 4,213 3,436 (10,006 ) 4,443 Total liabilities and equity $ 4,245 $ 11,023 $ 17,293 $ 5,179 $ (20,874 ) $ 16,866 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (1 ) $ 26 $ (16 ) $ 116 $ 125 Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired — — (3 ) (27 ) (30 ) Additions to property, plant and equipment and other assets — — (27 ) (17 ) (44 ) Additions to intangible assets — — (171 ) (31 ) (202 ) Proceeds from the sale of property, plant and equipment and other assets — — — — — Other investing activities — — 5 (5 ) — Net cash used in investing activities — — (196 ) (80 ) (276 ) Financing activities: Net borrowings under revolving credit facility — — 246 — 246 Repayments of debt — (798 ) — (1 ) (799 ) Proceeds from the issuance of debt, net of issuance costs — 781 — — 781 Decrease in other short-term borrowings — — — — — Cash dividends paid to stockholders (246 ) — — — (246 ) Repurchase of common stock (60 ) — — — (60 ) Activity under stock plans 23 — (5 ) — 18 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (37 ) (3 ) (40 ) Settlement of intercompany and other financing activities 281 (9 ) (48 ) (235 ) (11 ) Net cash provided by/(used in) financing activities 1 (26 ) 156 (239 ) (108 ) Effect of exchange-rate changes on cash and cash equivalents — — — (3 ) (3 ) Net decrease in cash and cash equivalents — — (56 ) (206 ) (262 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 2 $ 1 $ 13 $ 378 $ 394 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2017 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (45 ) $ 110 $ 93 $ 108 $ 266 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (563 ) (18 ) (581 ) Additions to property, plant and equipment and other assets — — (17 ) (14 ) (31 ) Additions to intangible assets — — (146 ) (29 ) (175 ) Proceeds from the sale of property, plant and equipment and other assets — — 28 — 28 Other investing activities — — (1 ) — (1 ) Net cash used in investing activities — — (699 ) (61 ) (760 ) Financing activities: Net borrowings under revolving credit facility — — 101 — 101 Repayments of debt — (2,281 ) — (1 ) (2,282 ) 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 (232 ) — — — (232 ) Repurchase of common stock (84 ) — — — (84 ) Activity under stock plans 21 — (5 ) — 16 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (30 ) (1 ) (31 ) Settlement of intercompany and other financing activities 335 (574 ) 319 (88 ) (8 ) Net cash provided by/(used in) financing activities 43 (110 ) 385 (95 ) 223 Effect of exchange-rate changes on cash and cash equivalents — — (3 ) 30 27 Net decrease in cash and cash equivalents (2 ) — (224 ) (18 ) (244 ) Cash and cash equivalents at beginning of period 5 1 219 529 754 Cash and cash equivalents at end of period $ 3 $ 1 $ (5 ) $ 511 $ 510 |