Guarantor Financial Information | 15. 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 March 31, 2019 and December 31, 2018 and consolidating statements of operations and cash flows for the periods ended March 31, 2019 and 2018. 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/(Loss) (Unaudited) For the three months ended March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ - $ - $ 867 $ 696 $ - $ 1,563 Cost of revenues, exclusive of depreciation and amortization shown separately below - - 376 319 - 695 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 - 234 245 - 480 Depreciation and amortization - - 145 34 - 179 Restructuring charges - - 12 23 - 35 Operating income/(loss) (1 ) - 100 75 - 174 Interest income - 184 10 2 (194 ) 2 Interest expense - (93 ) (190 ) (10 ) 194 (99 ) Foreign currency exchange transaction gains/(losses), net - - 1 (4 ) - (3 ) Other income/(expense), net - - (7 ) 12 - 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 91 (86 ) 75 - 79 Benefit/(provision) for income taxes - (25 ) 63 (70 ) - (32 ) Equity in net income/(loss) of subsidiaries 44 56 67 - (167 ) - Net income/(loss) 43 122 44 5 (167 ) 47 Less net income/(loss) attributable to noncontrolling interests - - - 4 - 4 Net income/(loss) attributable to controlling interest 43 122 44 1 (167 ) 43 Total other comprehensive income/(loss) attributable to controlling interests 6 1 6 32 (39 ) 6 Total comprehensive income/(loss) 49 123 50 37 (206 ) 53 Comprehensive income/(loss) attributable to noncontrolling interests - - - 4 - 4 Total comprehensive income/(loss) attributable to controlling interest $ 49 $ 123 $ 50 $ 33 $ (206 ) $ 49 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income/(Loss) (Unaudited) For the three months ended March 31, 2018 (IN MILLIONS) Parent Issuers Guarantor Non Guarantor Elimination Consolidated Revenues — — $ 870 $ 740 $ — $ 1,610 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 375 344 — 719 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 234 258 — 493 Depreciation and amortization — — 132 35 — 167 Restructuring charges — — 11 13 — 24 Operating income/(loss) (1 ) — 118 90 — 207 Interest income — 151 10 1 (160 ) 2 Interest expense — (91 ) (154 ) (11 ) 160 (96 ) Foreign currency exchange transaction gain/(losses), net — — — — — — Other income/(expense), net — (1 ) — 2 — 1 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 59 (26 ) 82 — 114 Benefit/(provision) for income taxes — (12 ) 2 (29 ) — (39 ) Equity in net income/(loss) of subsidiaries 73 58 97 — (228 ) — Net income/(loss) 72 105 73 53 (228 ) 75 Less net income/(loss) attributable to noncontrolling interests — — — 3 - 3 Net income/(loss) attributable to controlling interest 72 105 73 50 (228 ) 72 Total other comprehensive income/(loss) 54 2 54 59 (113 ) 56 Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests 54 2 54 57 (113 ) 54 Total comprehensive income/(loss) 126 107 127 112 (341 ) 131 Comprehensive income/(loss) attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 126 $ 107 $ 127 $ 107 $ (341 ) $ 126 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ 2 $ 60 $ 337 $ - $ 402 Trade and other receivables, net - 1 460 760 - 1,221 Prepaid expenses and other current assets 1 1 290 132 - 424 Intercompany receivables 3 1,442 353 68 (1,866 ) - Total current assets 7 1,446 1,163 1,297 (1,866 ) 2,047 Non-current assets - Property, plant and equipment, net - - 292 181 - 473 Operating lease right-of-use asset - - 221 285 - 506 Goodwill - - 5,543 1,466 - 7,009 Other intangible assets, net - - 4,504 516 - 5,020 Deferred tax assets 1 - - 333 - 334 Other non-current assets - 12 270 71 - 353 Equity investment in subsidiaries 2,757 1,225 3,399 - (7,381 ) - Intercompany loans 25 8,822 897 104 (9,848 ) - Total assets $ 2,790 $ 11,505 $ 16,289 $ 4,253 $ (19,095 ) $ 15,742 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ - $ 103 $ 440 $ 528 $ - $ 1,071 Deferred revenues - - 230 146 - 376 Income tax liabilities - - 16 69 - 85 Current portion of long-term debt, finance lease obligations and short-term borrowings - 55 316 14 - 385 Intercompany payables - - 1,513 353 (1,866 ) - Total current liabilities - 158 2,515 1,110 (1,866 ) 1,917 Non-current liabilities - Long-term debt and finance lease obligations - 8,144 82 16 - 8,242 Deferred tax liabilities - 71 953 76 - 1,100 Operating lease liabilities - - 245 223 - 468 Intercompany loans - - 8,951 897 (9,848 ) - Other non-current liabilities - 6 786 234 - 1,026 Total liabilities - 8,379 13,532 2,556 (11,714 ) 12,753 Total shareholders’ equity 2,790 3,126 2,757 1,498 (7,381 ) 2,790 Noncontrolling interests - - - 199 - 199 Total equity 2,790 3,126 2,757 1,697 (7,381 ) 2,989 Total liabilities and equity $ 2,790 $ 11,505 $ 16,289 $ 4,253 $ (19,095 ) $ 15,742 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ — $ 79 $ 442 $ — $ 524 Trade and other receivables, net — 1 377 740 — 1,118 Prepaid expenses and other current assets — 3 234 124 — 361 Intercompany receivables 3 1,310 399 94 (1,806 ) — Total current assets 6 1,314 1,089 1,400 (1,806 ) 2,003 Non-current assets - Property, plant and equipment, net — — 303 165 — 468 Goodwill — — 5,531 1,456 — 6,987 Other intangible assets, net — — 4,545 479 — 5,024 Deferred tax assets 1 — — 332 — 333 Other non-current assets — 19 273 72 — 364 Equity investment in subsidiaries 2,815 1,232 1,936 — (5,983 ) — Intercompany loans 25 8,822 2,220 105 (11,172 ) — Total assets $ 2,847 $ 11,387 $ 15,897 $ 4,009 $ (18,961 ) $ 15,179 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 62 $ 541 $ 516 $ — $ 1,119 Deferred revenues — — 225 130 — 355 Income tax liabilities — — 20 56 — 76 Current portion of long-term debt, capital lease obligations and short-term borrowings — 54 46 7 — 107 Intercompany payables — — 1,408 398 (1,806 ) — Total current liabilities — 116 2,240 1,107 (1,806 ) 1,657 Non-current liabilities — Long-term debt and capital lease obligations — 8,170 95 15 — 8,280 Deferred tax liabilities — 71 956 81 — 1,108 Intercompany loans — — 8,952 2,220 (11,172 ) — Other non-current liabilities — 3 839 249 — 1,091 Total liabilities — 8,360 13,082 3,672 (12,978 ) 12,136 Total shareholders’ equity 2,847 3,027 2,815 141 (5,983 ) 2,847 Noncontrolling interests — — — 196 — 196 Total equity 2,847 3,027 2,815 337 (5,983 ) 3,043 Total liabilities and equity $ 2,847 $ 11,387 $ 15,897 $ 4,009 $ (18,961 ) $ 15,179 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (4 ) $ 15 $ 40 $ (94 ) $ (43 ) Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired - - (11 ) (48 ) (59 ) Proceeds from the sale of subsidiaries and affiliates, net - - - - - Additions to property, plant and equipment and other assets - - (14 ) (16 ) (30 ) Additions to intangible assets - - (76 ) (16 ) (92 ) Proceeds from the sale of property, plant and equipment and other assets - - - - - Other investing activities - - 1 - 1 Net cash used in investing activities - - (100 ) (80 ) (180 ) Financing activities: - Net borrowings under revolving credit facility - - 263 - 263 Repayments of debt - (14 ) - - (14 ) Proceeds from the issuance of debt, net of issuance costs - - - - - Increase/(decrease) in other short-term borrowings - - - - - Cash dividends paid to shareholders (124 ) - - - (124 ) Repurchase of common stock - - - - - Activity under stock plans - - (3 ) - (3 ) Proceeds from employee stock purchase plan 1 - - - 1 Finance leases - - (13 ) (3 ) (16 ) Settlement of intercompany and other financing activities 127 1 (203 ) 72 (3 ) Net cash provided by/(used in) financing activities 4 (13 ) 44 69 104 Effect of exchange-rate changes on cash and cash equivalents - - (3 ) - (3 ) Net increase/(decrease) in cash and cash equivalents - 2 (19 ) (105 ) (122 ) Cash and cash equivalents at beginning of period 3 - 79 442 524 Cash and cash equivalents at end of period $ 3 $ 2 $ 60 $ 337 $ 402 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the three months ended March 31, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (2 ) $ (20 ) $ (113 ) $ 18 $ (117 ) Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (1 ) (1 ) (2 ) Additions to property, plant and equipment and other assets — — (20 ) (6 ) (26 ) Additions to intangible assets — — (86 ) (16 ) (102 ) Other investing activities — — 1 (3 ) (2 ) Net cash used in investing activities — — (106 ) (26 ) (132 ) Financing activities: Net borrowings under revolving credit facility — — 195 — 195 Repayments of debt — (7 ) — (1 ) (8 ) Proceeds from the issuance of debt, net of issuance costs — (1 ) — 1 — Cash dividends paid to shareholders (121 ) — — — (121 ) Repurchase of common stock (20 ) — — — (20 ) Activity under stock plans 18 — (4 ) — 14 Proceeds from employee stock purchase plan 1 — — — 1 Capital leases — — (17 ) (2 ) (19 ) Settlement of intercompany and other financing activities 123 28 (8 ) (145 ) (2 ) Net cash provided by/(used in) financing activities 1 20 166 (147 ) 40 Effect of exchange-rate changes on cash and cash equivalents — — — 15 15 Net increase/(decrease) in cash and cash equivalents (1 ) — (53 ) (140 ) (194 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 1 $ 1 $ 16 $ 444 $ 462 |