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 June 30, 2019 and December 31, 2018, and consolidating statements of operations and cash flows for the periods ended June 30, 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 (Unaudited) For the three months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 890 $ 738 $ — $ 1,628 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 369 330 — 699 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 240 242 — 483 Depreciation and amortization — — 149 36 — 185 Restructuring charges — — 11 1 — 12 Operating income/(loss) (1 ) — 121 129 — 249 Interest income 1 201 (8 ) 1 (194 ) 1 Interest expense — (93 ) (208 ) 7 194 (100 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) — — (1 ) Other income/(expense), net — — 47 (47 ) — — Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries — 108 (49 ) 90 — 149 Beneft/(provision) for income taxes — (29 ) 47 (41 ) — (23 ) Equity in net income/(loss) of subsidiaries 123 33 125 — (281 ) — Net income/(loss) 123 112 123 49 (281 ) 126 Less net income/(loss) attributable to noncontrolling interests — — — 3 — 3 Net income/(loss) attributable to controlling interest 123 112 123 46 (281 ) 123 Total other comprehensive income/(loss) (11 ) (26 ) (11 ) (2 ) 41 (9 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (11 ) (26 ) (11 ) (4 ) 41 (11 ) Total comprehensive income/(loss) 112 86 112 47 (240 ) 117 Comprehensive income/(loss) attributable to noncontrolling interest — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 112 $ 86 $ 112 $ 42 $ (240 ) $ 112 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 income/(loss) (1 ) — 155 74 — 228 Interest income 1 165 8 3 (175 ) 2 Interest expense — (92 ) (174 ) (9 ) 175 (100 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) (3 ) — (4 ) Other income/(expense), net — (6 ) 120 (119 ) — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates — 67 108 (54 ) — 121 Benefit/(provision) for income taxes — (14 ) (22 ) (8 ) — (44 ) Equity in net income/(loss) of subsidiaries 72 27 (14 ) — (85 ) — Equity in net income/(loss) of affiliates — — — (1 ) — (1 ) Net income/(loss) 72 80 72 (63 ) (85 ) 76 Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest 72 80 72 (67 ) (85 ) 72 Total other comprehensive income/(loss) (129 ) 19 (129 ) (151 ) 257 (133 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive income/(loss) attributable to controlling interests (129 ) 19 (129 ) (147 ) 257 (129 ) Total comprehensive income/(loss) $ (57 ) $ 99 $ (57 ) $ (214 ) $ 172 $ (57 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,757 $ 1,434 $ — $ 3,191 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 745 649 — 1,394 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 474 487 — 963 Depreciation and amortization — — 294 70 — 364 Restructuring charges — — 23 24 — 47 Operating income/(loss) (2 ) — 221 204 — 423 Interest income 1 385 2 3 (388 ) 3 Interest expense — (186 ) (398 ) (3 ) 388 (199 ) Foreign currency exchange transaction gains/(losses), net — — — (4 ) — (4 ) Other income/(expense), net — — 40 (35 ) — 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 199 (135 ) 165 — 228 Benefit/(provision) for income taxes — (54 ) 110 (111 ) — (55 ) Equity in net income/(loss) of subsidiaries 167 89 192 — (448 ) — Net income/(loss) 166 234 167 54 (448 ) 173 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 166 234 167 47 (448 ) 166 Total other comprehensive income/(loss) (5 ) (25 ) (5 ) 30 2 (3 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (5 ) (25 ) (5 ) 28 2 (5 ) Total comprehensive income/(loss) 161 209 162 84 (446 ) 170 Comprehensive income/(loss) attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income/(loss) attributable to controlling interest $ 161 $ 209 $ 162 $ 75 $ (446 ) $ 161 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 income/(loss) (2 ) — 273 164 — 435 Interest income 1 316 18 4 (335 ) 4 Interest expense — (183 ) (328 ) (20 ) 335 (196 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) (3 ) — (4 ) Other income/(expense), net — (7 ) 120 (117 ) — (4 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 126 82 28 — 235 Benefit/(provision) for income taxes — (26 ) (20 ) (37 ) — (83 ) Equity in net income/(loss) of subsidiaries 145 85 83 — (313 ) — Equity in net income/(loss) of affiliates — — — (1 ) — (1 ) Net income/(loss) 144 185 145 (10 ) (313 ) 151 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 144 185 145 (17 ) (313 ) 144 Total other comprehensive income/(loss) (75 ) 21 (75 ) (92 ) 144 (77 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive income/(loss) attributable to controlling interests (75 ) 21 (75 ) (90 ) 144 (75 ) Total comprehensive income/(loss) 69 206 70 (102 ) (169 ) 74 Comprehensive income/(loss) 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 Balance Sheet (Unaudited) June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ — $ 43 $ 348 $ — $ 393 Trade and other receivables, net — 1 447 779 — 1,227 Prepaid expenses and other current assets 3 — 271 132 — 406 Intercompany receivables 3 1,515 309 214 (2,041 ) — Total current assets 8 1,516 1,070 1,473 (2,041 ) 2,026 Non-current assets Property, plant and equipment, net — — 290 160 — 450 Operating lease right-of-use asset — — 196 257 453 Goodwill — — 5,531 1,486 — 7,017 Other intangible assets, net — — 4,467 514 — 4,981 Deferred tax assets 1 — — 328 — 329 Other non-current assets — 1 259 72 — 332 Equity investment in subsidiaries 2,756 1,242 4,527 — (8,525 ) — Intercompany loans 25 8,822 100 105 (9,052 ) — Total assets $ 2,790 $ 11,581 $ 16,440 $ 4,395 $ (19,618 ) $ 15,588 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 62 $ 436 $ 526 $ — $ 1,024 Deferred revenues — — 224 139 — 363 Income tax liabilities — — 27 63 — 90 Current portion of long-term debt, finance lease obligations and short-term borrowings — 55 348 9 — 412 Intercompany payables 1 — 1,732 308 (2,041 ) — Total current liabilities 1 117 2,767 1,045 (2,041 ) 1,889 Non-current liabilities Long-term debt and finance lease obligations — 8,142 80 11 — 8,233 Operating lease liabilities — — 219 199 — 418 Deferred tax liabilities — 71 935 72 — 1,078 Intercompany loans — — 8,952 100 (9,052 ) — Other non-current liabilities — 22 731 229 — 982 Total liabilities 1 8,352 13,684 1,656 (11,093 ) 12,600 Total shareholders’ equity 2,789 3,229 2,756 2,540 (8,525 ) 2,789 Noncontrolling interests — — — 199 — 199 Total equity 2,789 3,229 2,756 2,739 (8,525 ) 2,988 Total liabilities and equity $ 2,790 $ 11,581 $ 16,440 $ 4,395 $ (19,618 ) $ 15,588 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 six months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (7 ) $ 39 $ 7 $ 144 $ 183 Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired — — (11 ) (49 ) (60 ) Additions to property, plant and equipment and other assets — — (24 ) (20 ) (44 ) Additions to intangible assets — — (151 ) (35 ) (186 ) Net cash used in investing activities — — (186 ) (104 ) (290 ) Financing activities: Net borrowings under revolving credit facility — — 296 — 296 Repayments of debt — (29 ) — — (29 ) Increase/(decrease) in other short-term borrowings — — — (1 ) (1 ) Cash dividends paid to shareholders (249 ) — — — (249 ) Activity from share-based compensation plans — — (4 ) — (4 ) Proceeds from employee stock purchase plan 2 — — — 2 Finance leases — — (26 ) (3 ) (29 ) Settlement of intercompany and other financing activities 253 (10 ) (121 ) (130 ) (8 ) Net cash provided by/(used in) financing activities 6 (39 ) 145 (134 ) (22 ) Effect of exchange-rate changes on cash and cash equivalents — — (2 ) — (2 ) Net increase/(decrease) in cash and cash equivalents (1 ) — (36 ) (94 ) (131 ) Cash and cash equivalents at beginning of period 3 — 79 442 524 Cash and cash equivalents at end of period $ 2 $ — $ 43 $ 348 $ 393 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 ) 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 Cash dividends paid to shareholders (246 ) — — — (246 ) Repurchase of common stock (60 ) — — — (60 ) Activity from share-based compensation 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 increase/(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 |