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 September 30, 2018 and December 31, 2017 and consolidating statements of operations and cash flows for the periods ended September 30, 2018 and 2017. During the nine months ended September 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 September 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 885 $ 715 $ — $ 1,600 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 355 326 — 681 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 221 242 — 464 Depreciation and amortization — — 142 33 — 175 Restructuring charges — — 4 15 — 19 Operating (loss)/income (1 ) — 163 99 — 261 Interest income — 170 10 1 (179 ) 2 Interest expense — (93 ) (176 ) (9 ) 179 (99 ) Foreign currency exchange transaction gains/(losses), net — — 1 (9 ) — (8 ) Other (expense)/income, net — — (17 ) 18 — 1 (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries and affiliates (1 ) 77 (19 ) 100 — 157 Provision for income taxes — (17 ) (9 ) (33 ) — (59 ) Equity in net income of subsidiaries 97 47 125 — (269 ) — Net income 96 107 97 67 (269 ) 98 Less net income attributable to noncontrolling interests — — — 2 — 2 Net income attributable to controlling interest 96 107 97 65 (269 ) 96 Total other comprehensive income/(loss) 5 4 5 (6 ) — 8 Total other comprehensive income attributable to noncontrolling interests — — — 3 — 3 Total other comprehensive income/(loss) attributable to controlling interests 5 4 5 (9 ) — 5 Total comprehensive income 101 111 102 61 (269 ) 106 Comprehensive income attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income attributable to controlling interest $ 101 $ 111 $ 102 $ 56 $ (269 ) $ 101 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 $ — $ — $ 893 $ 748 $ — $ 1,641 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 355 337 — 692 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 196 251 — 448 Depreciation and amortization — — 126 34 — 160 Restructuring charges — — 2 5 — 7 Operating (loss)/income (1 ) — 214 121 — 334 Interest income — 238 10 — (247 ) 1 Interest expense — (90 ) (241 ) (11 ) 247 (95 ) Other income/(expense), net — — 94 (92 ) — 2 (Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries (1 ) 148 77 18 — 242 Provision for income taxes — (52 ) (37 ) (3 ) — (92 ) Equity in net income of subsidiaries 147 61 107 — (315 ) — Net income 146 157 147 15 (315 ) 150 Less net income attributable to noncontrolling interests — — — 4 — 4 Net income attributable to controlling interest 146 157 147 11 (315 ) 146 Total other comprehensive income/(loss) 72 (6 ) 72 69 (135 ) 72 Total comprehensive income 218 151 219 88 (454 ) 222 Comprehensive income attributable to noncontrolling interests — — — 4 — 4 Total comprehensive income attributable to controlling interest $ 218 $ 151 $ 219 $ 84 $ (454 ) $ 218 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 2,654 $ 2,203 $ — $ 4,857 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,089 1,009 — 2,098 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 3 — 690 758 — 1,451 Depreciation and amortization — — 403 101 — 504 Restructuring charges — — 36 72 — 108 Operating (loss)/income (3 ) — 436 263 — 696 Interest income 1 486 28 5 (514 ) 6 Interest expense — (276 ) (504 ) (29 ) 514 (295 ) Foreign currency exchange transaction losses, net — — — (12 ) — (12 ) Other (expense)/income, net — (7 ) 103 (99 ) — (3 ) (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (2 ) 203 63 128 — 392 Provision for income taxes — (43 ) (29 ) (70 ) — (142 ) Equity in net income of subsidiaries 242 132 208 — (582 ) — Equity in net loss of affiliates — — — (1 ) — (1 ) Net income 240 292 242 57 (582 ) 249 Less net income attributable to noncontrolling interests — — — 9 — 9 Net income attributable to controlling interest 240 292 242 48 (582 ) 240 Total other comprehensive (loss)/income (70 ) 25 (70 ) (98 ) 144 (69 ) Total other comprehensive income attributable to noncontrolling interests — — — 1 — 1 Total other comprehensive (loss)/income attributable to controlling interests (70 ) 25 (70 ) (99 ) 144 (70 ) Total comprehensive income/(loss) 170 317 172 (41 ) (438 ) 180 Comprehensive income attributable to noncontrolling interests — — — 10 — 10 Total comprehensive income/(loss) attributable to controlling interest $ 170 $ 317 $ 172 $ (51 ) $ (438 ) $ 170 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 $ — $ — $ 2,641 $ 2,170 $ — $ 4,811 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,050 981 — 2,031 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 3 — 685 707 — 1,395 Depreciation and amortization — — 384 93 — 477 Restructuring charges — — 20 28 — 48 Operating (loss)/income (3 ) — 502 361 — 860 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 ) 78 (71 ) — 5 (Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (2 ) 417 (90 ) 257 — 582 (Provision)/benefit for income taxes — (146 ) 20 (100 ) — (226 ) Equity in net income of subsidiaries 350 149 421 — (920 ) — Equity in net (loss)/income of affiliates — — (1 ) 1 — — Net income 348 420 350 158 (920 ) 356 Less net income attributable to noncontrolling interests — — — 8 — 8 Net income attributable to controlling interest 348 420 350 150 (920 ) 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 580 396 582 403 (1,368 ) 593 Comprehensive income attributable to noncontrolling interests — — — 13 — 13 Total comprehensive income attributable to controlling interest $ 580 $ 396 $ 582 $ 390 $ (1,368 ) $ 580 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) September 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ 1 $ (2 ) $ 444 $ — $ 446 Trade and other receivables, net — — 480 769 — 1,249 Prepaid expenses and other current assets — 5 204 143 — 352 Intercompany receivables 3 1,462 270 87 (1,822 ) — Total current assets 6 1,468 952 1,443 (1,822 ) 2,047 Non-current assets — Property, plant and equipment, net — — 299 162 — 461 Goodwill — — 6,108 2,346 — 8,454 Other intangible assets, net — — 4,553 500 — 5,053 Deferred tax assets 1 — 9 156 — 166 Other non-current assets — 35 334 85 — 454 Equity investment in subsidiaries 3,985 1,270 4,719 — (9,974 ) — Intercompany loans 25 8,608 353 138 (9,124 ) — Total assets $ 4,017 $ 11,381 $ 17,327 $ 4,830 $ (20,920 ) $ 16,635 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 104 $ 420 $ 472 $ — $ 996 Deferred revenues — — 224 121 — 345 Income tax liabilities — — 46 100 — 146 Current portion of long-term debt, capital lease obligations and short-term borrowings — 55 245 7 — 307 Intercompany payables — 3 1,554 265 (1,822 ) — Total current liabilities — 162 2,489 965 (1,822 ) 1,794 Non-current liabilities — Long-term debt and capital lease obligations — 8,190 97 17 — 8,304 Deferred tax liabilities — 71 1,314 21 — 1,406 Intercompany loans — — 8,771 353 (9,124 ) — Other non-current liabilities — — 671 245 — 916 Total liabilities — 8,423 13,342 1,601 (10,946 ) 12,420 Total stockholders’ equity 4,017 2,958 3,985 3,031 (9,974 ) 4,017 Noncontrolling interests — — — 198 — 198 Total equity 4,017 2,958 3,985 3,229 (9,974 ) 4,215 Total liabilities and equity $ 4,017 $ 11,381 $ 17,327 $ 4,830 $ (20,920 ) $ 16,635 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 nine months ended September 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (2 ) $ 15 $ 257 $ 242 $ 512 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (11 ) (28 ) (39 ) Additions to property, plant and equipment and other assets — — (34 ) (32 ) (66 ) Additions to intangible assets — — (262 ) (43 ) (305 ) Proceeds from the sale of property, plant and equipment and other assets — — — 4 4 Other investing activities — — 8 (5 ) 3 Net cash used in investing activities — — (299 ) (104 ) (403 ) Financing activities: Net borrowings under revolving credit facility — — 204 — 204 Repayments of debt — (804 ) — (1 ) (805 ) Proceeds from the issuance of debt, net of issuance costs — 781 — — 781 Increase in other short-term borrowings — — — 1 1 Cash dividends paid to stockholders (370 ) — — — (370 ) Repurchase of common stock (70 ) — — — (70 ) Activity under stock plans 23 — (6 ) — 17 Proceeds from employee stock purchase plan 4 — — — 4 Capital leases — — (55 ) (5 ) (60 ) Settlement of intercompany and other financing activities 416 8 (173 ) (266 ) (15 ) Net cash provided by/(used in) financing activities 3 (15 ) (30 ) (271 ) (313 ) Effect of exchange-rate changes on cash and cash equivalents — — 1 (7 ) (6 ) Net increase/(decrease) in cash and cash equivalents 1 — (71 ) (140 ) (210 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 3 $ 1 $ (2 ) $ 444 $ 446 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 acquired — — (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 equivalents — — (3 ) 43 40 Net (decrease)/increase 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 |