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, 2020 and December 31, 2019, and consolidating statements of operations and cash flows for the periods ended June 30, 2020 and 2019. During the six months ended June 30, 2020, 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 and the condensed consolidated balance sheet to reflect the current year structure. The issued debt securities are jointly and severally guaranteed on a full and unconditional basis by Nielsen, Valcon Acquisition B.V. and, subject to certain exceptions, each of the other 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.à r.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, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,019 $ 477 $ — $ 1,496 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 394 270 — 664 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 10 — 220 221 — 451 Depreciation and amortization — — 184 40 — 224 Impairment of goodwill and other long-lived assets — — 45 — — 45 Restructuring charges — — 28 56 — 84 Operating income/(loss) (10 ) — 148 (110 ) — 28 Interest income 1 161 — — (162 ) — Interest expense — (85 ) (167 ) (1 ) 162 (91 ) Foreign currency exchange transaction gains/(losses), net — — 1 2 — 3 Other income/(expense), net — (1 ) (66 ) 63 — (4 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (9 ) 75 (84 ) (46 ) — (64 ) Benefit/(provision) for income taxes — 85 (19 ) (28 ) — 38 Equity in net income/(loss) of subsidiaries (21 ) 29 83 — (91 ) — Equity on net income/(loss) of affiliates — — (1 ) 1 — — Net income/(loss) (30 ) 189 (21 ) (73 ) (91 ) (26 ) Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest (30 ) 189 (21 ) (77 ) (91 ) (30 ) Total other comprehensive income/(loss) 18 (6 ) 18 39 (50 ) 19 Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 1 — 1 Total other comprehensive income/(loss) attributable to controlling interests 18 (6 ) 18 38 (50 ) 18 Total comprehensive income/(loss) (12 ) 183 (3 ) (34 ) (141 ) (7 ) Comprehensive income/(loss) attributable to noncontrolling interest — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ (12 ) $ 183 $ (3 ) $ (39 ) $ (141 ) $ (12 ) 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 $ — $ — $ 1,057 $ 571 $ — $ 1,628 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 383 316 — 699 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 250 232 — 483 Depreciation and amortization — — 154 31 — 185 Restructuring charges — — 12 — — 12 Operating income/(loss) (1 ) — 258 (8 ) — 249 Interest income 1 201 1 1 (203 ) 1 Interest expense — (93 ) (209 ) (1 ) 203 (100 ) Foreign currency exchange transaction gains/(losses), net — — (14 ) 13 — (1 ) Other income/(expense), net — — (13 ) 13 — — Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries — 108 23 18 — 149 Benefit/(provision) for income taxes — (29 ) 37 (31 ) — (23 ) Equity in net income/(loss) of subsidiaries 123 33 63 — (219 ) — Net income/(loss) 123 112 123 (13 ) (219 ) 126 Less net income/(loss) attributable to noncontrolling interests — — — 3 — 3 Net income/(loss) attributable to controlling interest 123 112 123 (16 ) (219 ) 123 Total other comprehensive income/(loss) (11 ) (26 ) (11 ) (16 ) 55 (9 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (11 ) (26 ) (11 ) (18 ) 55 (11 ) Total comprehensive income/(loss) 112 86 112 (29 ) (164 ) 117 Comprehensive income/(loss) attributable to noncontrolling interest — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 112 $ 86 $ 112 $ (34 ) $ (164 ) $ 112 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 2,051 $ 1,004 $ — $ 3,055 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 817 568 — 1,385 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 11 — 512 443 — 966 Depreciation and amortization — — 366 72 — 438 Impairment of goodwill and other long-lived assets — — 45 — — 45 Restructuring charges — — 33 62 — 95 Operating income/(loss) (11 ) — 278 (141 ) — 126 Interest income 1 372 16 11 (399 ) 1 Interest expense — (176 ) (391 ) (17 ) 399 (185 ) Foreign currency exchange transaction gains/(losses), net — — 18 (21 ) — (3 ) Other income/(expense), net — (1 ) (55 ) 51 — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (10 ) 195 (134 ) (117 ) — (66 ) Benefit/(provision) for income taxes — 53 (24 ) (2 ) — 27 Equity in net income/(loss) of subsidiaries (38 ) 82 121 — (165 ) — Equity in net income/(loss) of affiliates — — (1 ) 1 — — Net income/(loss) (48 ) 330 (38 ) (118 ) (165 ) (39 ) Less net income/(loss) attributable to noncontrolling interests — — — 9 — 9 Net income/(loss) attributable to controlling interest (48 ) 330 (38 ) (127 ) (165 ) (48 ) Total other comprehensive income/(loss) (107 ) (32 ) (107 ) (97 ) 229 (114 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (7 ) — (7 ) Total other comprehensive income/(loss) attributable to controlling interests (107 ) (32 ) (107 ) (90 ) 229 (107 ) Total comprehensive income/(loss) (155 ) 298 (145 ) (215 ) 64 (153 ) Comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total comprehensive income/(loss) attributable to controlling interest $ (155 ) $ 298 $ (145 ) $ (217 ) $ 64 $ (155 ) 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 $ — $ — $ 2,070 $ 1,121 $ — $ 3,191 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 776 618 — 1,394 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 494 467 — 963 Depreciation and amortization — — 302 62 — 364 Restructuring charges — — 25 22 — 47 Operating income/(loss) (2 ) — 473 (48 ) — 423 Interest income 1 385 2 3 (388 ) 3 Interest expense — (186 ) (398 ) (3 ) 388 (199 ) Foreign currency exchange transaction gains/(losses), net — — 6 (10 ) — (4 ) Other income/(expense), net — — (97 ) 102 — 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 199 (14 ) 44 — 228 Benefit/(provision) for income taxes — (54 ) 59 (60 ) — (55 ) Equity in net income/(loss) of subsidiaries 167 89 122 — (378 ) — Net income/(loss) 166 234 167 (16 ) (378 ) 173 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 166 234 167 (23 ) (378 ) 166 Total other comprehensive income/(loss) (5 ) (25 ) (5 ) 37 (5 ) (3 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (5 ) (25 ) (5 ) 35 (5 ) (5 ) Total comprehensive income/(loss) 161 209 162 21 (383 ) 170 Comprehensive income/(loss) attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income/(loss) attributable to controlling interest $ 161 $ 209 $ 162 $ 12 $ (383 ) $ 161 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) June 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ 1 $ 107 $ 327 $ — $ 438 Trade and other receivables, net — — 635 496 — 1,131 Prepaid expenses and other current assets — — 366 138 — 504 Intercompany receivables — 1,791 227 281 (2,299 ) — Total current assets 3 1,792 1,335 1,242 (2,299 ) 2,073 Non-current assets Property, plant and equipment, net — — 265 137 — 402 Operating lease right-of-use asset — — 181 196 377 Goodwill — — 5,106 878 — 5,984 Other intangible assets, net — — 5,450 (752 ) — 4,698 Deferred tax assets 1 — — 275 — 276 Other non-current assets — — 241 71 — 312 Equity investment in subsidiaries 1,993 1,294 3,167 — (6,454 ) — Intercompany loans 25 8,633 95 143 (8,896 ) — Total assets $ 2,022 $ 11,719 $ 15,840 $ 2,190 $ (17,649 ) $ 14,122 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 1 $ 50 $ 541 $ 508 $ — $ 1,100 Deferred revenues — — 257 104 — 361 Current portion of long-term debt, finance lease obligations and short-term borrowings — 80 205 6 — 291 Intercompany payables — 1 2,073 225 (2,299 ) — Total current liabilities 1 131 3,076 843 (2,299 ) 1,752 Non-current liabilities Long-term debt and finance lease obligations — 7,595 525 10 — 8,130 Operating lease liabilities — — 213 159 — 372 Deferred tax liabilities — 71 863 82 — 1,016 Intercompany loans — — 8,801 95 (8,896 ) — Other non-current liabilities — 64 369 212 — 645 Total liabilities 1 7,861 13,847 1,401 (11,195 ) 11,915 Total shareholders’ equity 2,021 3,858 1,993 603 (6,454 ) 2,021 Noncontrolling interests — — — 186 — 186 Total equity 2,021 3,858 1,993 789 (6,454 ) 2,207 Total liabilities and equity $ 2,022 $ 11,719 $ 15,840 $ 2,190 $ (17,649 ) $ 14,122 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ — $ 78 $ 374 $ — $ 454 Trade and other receivables, net — — 539 564 — 1,103 Prepaid expenses and other current assets — — 296 124 — 420 Intercompany receivables 7 1,615 309 328 (2,259 ) - Total current assets 9 1,615 1,222 1,390 (2,259 ) 1,977 Non-current assets - Property, plant and equipment, net — — 303 163 — 466 Operating lease right-of-use asset — — 190 203 — 393 Goodwill — — 5,103 890 — 5,993 Other intangible assets, net — — 5,597 (716 ) — 4,881 Deferred tax assets 1 — — 275 — 276 Other non-current assets — — 260 73 — 333 Equity investment in subsidiaries 2,170 1,298 4,285 — (7,753 ) — Intercompany loans 25 8,887 98 1,605 (10,615 ) — Total assets $ 2,205 $ 11,800 $ 17,058 $ 3,883 $ (20,627 ) $ 14,319 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 10 $ 62 $ 564 $ 546 $ — $ 1,182 Deferred revenues — — 257 88 — 345 Income tax liabilities — — 4 56 — 60 Current portion of long-term debt, finance lease obligations and short-term borrowings — 861 46 7 — 914 Intercompany payables — 3 1,948 308 (2,259 ) — Total current liabilities 10 926 2,819 1,005 (2,259 ) 2,501 Non-current liabilities Long-term debt and finance lease obligations — 7,302 80 13 — 7,395 Operating lease liabilities — — 213 157 — 370 Deferred tax liabilities — 71 887 94 — 1,052 Intercompany loans — — 10,516 99 (10,615 ) — Other non-current liabilities — 22 373 218 — 613 Total liabilities 10 8,321 14,888 1,586 (12,874 ) 11,931 Total shareholders’ equity 2,195 3,479 2,170 2,104 (7,753 ) 2,195 Noncontrolling interests — — — 193 — 193 Total equity 2,195 3,479 2,170 2,297 (7,753 ) 2,388 Total liabilities and equity $ 2,205 $ 11,800 $ 17,058 $ 3,883 $ (20,627 ) $ 14,319 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (13 ) $ 51 $ 312 $ (105 ) $ 245 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (14 ) (14 ) (28 ) Additions to property, plant and equipment and other assets — — (6 ) (8 ) (14 ) Additions to intangible assets — — (176 ) (42 ) (218 ) Other investing activities — — 1 (3 ) (2 ) Net cash used in investing activities — — (195 ) (67 ) (262 ) Financing activities: Net borrowings under revolving credit facility — — 165 — 165 Proceeds from the issuance of debt, net of issuance costs — 535 443 — 978 Repayments of debt — (1,029 ) — — (1,029 ) Cash dividends paid to shareholders (43 ) — — — (43 ) Activity from share-based compensation plans (1 ) — (4 ) — (5 ) Proceeds from employee stock purchase plan 2 — — — 2 Finance leases — — (33 ) (3 ) (36 ) Settlement of intercompany and other financing activities 56 444 (655 ) 144 (11 ) Net cash provided by/(used in) financing activities 14 (50 ) (84 ) 141 21 Effect of exchange-rate changes on cash and cash equivalents — — (4 ) (16 ) (20 ) Net increase/(decrease) in cash and cash equivalents 1 1 29 (47 ) (16 ) Cash and cash equivalents at beginning of period 2 — 78 374 454 Cash and cash equivalents at end of period $ 3 $ 1 $ 107 $ 327 $ 438 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 $ 245 $ (94 ) $ 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 — — (158 ) (28 ) (186 ) Net cash used in investing activities — — (193 ) (97 ) (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 ) (397 ) 146 (8 ) Net cash provided by/(used in) financing activities 6 (39 ) (131 ) 142 (22 ) Effect of exchange-rate changes on cash and cash equivalents — — (2 ) — (2 ) Net increase/(decrease) in cash and cash equivalents (1 ) — (81 ) (49 ) (131 ) Cash and cash equivalents at beginning of period 3 — 132 389 524 Cash and cash equivalents at end of period $ 2 $ — $ 51 $ 340 $ 393 |