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 September 30, 2020 and December 31, 2019, and consolidating statements of operations and cash flows for the periods ended September 30, 2020 and 2019. During the nine months ended September 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 September 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,045 $ 518 $ — $ 1,563 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 389 274 — 663 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 246 203 — 451 Depreciation and amortization — — 182 35 — 217 Impairment of goodwill and other long-lived assets — — 8 — — 8 Restructuring charges — — 17 33 — 50 Operating income/(loss) (2 ) — 203 (27 ) — 174 Interest income — 154 1 — (155 ) — Interest expense — (82 ) (164 ) (1 ) 155 (92 ) Foreign currency exchange transaction gains/(losses), net — — (2 ) (1 ) — (3 ) Other income/(expense), net — (1 ) (51 ) 52 — — Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (2 ) 71 (13 ) 23 — 79 Benefit/(provision) for income taxes — (125 ) 33 23 — (69 ) Equity in net income/(loss) of subsidiaries 9 51 (12 ) — (48 ) — Equity on net income/(loss) of affiliates — — 1 (1 ) — — Net income/(loss) 7 (3 ) 9 45 (48 ) 10 Less net income/(loss) attributable to noncontrolling interests — — — 3 — 3 Net income/(loss) attributable to controlling interest 7 (3 ) 9 42 (48 ) 7 Total other comprehensive income/(loss) 7 (7 ) 7 (15 ) 17 9 Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests 7 (7 ) 7 (17 ) 17 7 Total comprehensive income/(loss) 14 (10 ) 16 30 (31 ) 19 Comprehensive income/(loss) attributable to noncontrolling interest — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 14 $ (10 ) $ 16 $ 25 $ (31 ) $ 14 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,067 $ 549 $ — $ 1,616 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 400 294 — 694 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 240 226 — 467 Depreciation and amortization — — 158 28 — 186 Impairment of goodwill and other long-lived assets 419 585 1,004 Restructuring charges — — — 5 — 5 Operating income/(loss) (1 ) — (150 ) (589 ) — (740 ) Interest income — 180 49 2 (230 ) 1 Interest expense — (93 ) (188 ) (49 ) 230 (100 ) Foreign currency exchange transaction gains/(losses), net — — 42 (48 ) — (6 ) Other income/(expense), net — — (109 ) 106 — (3 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 87 (356 ) (578 ) — (848 ) Benefit/(provision) for income taxes — (23 ) 383 20 — 380 Equity in net income/(loss) of subsidiaries (471 ) 57 (498 ) — 912 — Net income/(loss) (472 ) 121 (471 ) (558 ) 912 (468 ) Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest (472 ) 121 (471 ) (562 ) 912 (472 ) Total other comprehensive income/(loss) (51 ) 12 (51 ) 38 — (52 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (1 ) — (1 ) Total other comprehensive income/(loss) attributable to controlling interests (51 ) 12 (51 ) 39 — (51 ) Total comprehensive income/(loss) (523 ) 133 (522 ) (520 ) 912 (520 ) Comprehensive income/(loss) attributable to noncontrolling interests — — — 3 — 3 Total comprehensive income/(loss) attributable to controlling interest $ (523 ) $ 133 $ (522 ) $ (523 ) $ 912 $ (523 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 3,096 $ 1,522 $ — $ 4,618 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,206 842 — 2,048 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 13 — 758 646 — 1,417 Depreciation and amortization — — 548 107 — 655 Impairment of goodwill and other long-lived assets — — 53 — — 53 Restructuring charges — — 50 95 — 145 Operating income/(loss) (13 ) — 481 (168 ) — 300 Interest income 1 526 17 11 (554 ) 1 Interest expense — (258 ) (555 ) (18 ) 554 (277 ) Foreign currency exchange transaction gains/(losses), net — — 16 (22 ) — (6 ) Other income/(expense), net — (2 ) (106 ) 103 — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (12 ) 266 (147 ) (94 ) — 13 Benefit/(provision) for income taxes — (72 ) 9 21 — (42 ) Equity in net income/(loss) of subsidiaries (29 ) 133 109 — (213 ) — Net income/(loss) (41 ) 327 (29 ) (73 ) (213 ) (29 ) Less net income/(loss) attributable to noncontrolling interests — — — 12 — 12 Net income/(loss) attributable to controlling interest (41 ) 327 (29 ) (85 ) (213 ) (41 ) Total other comprehensive income/(loss) (100 ) (39 ) (100 ) (112 ) 246 (105 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (5 ) — (5 ) Total other comprehensive income/(loss) attributable to controlling interests (100 ) (39 ) (100 ) (107 ) 246 (100 ) Total comprehensive income/(loss) (141 ) 288 (129 ) (185 ) 33 (134 ) Comprehensive income/(loss) attributable to noncontrolling interests — — — 7 — 7 Total comprehensive income/(loss) attributable to controlling interest $ (141 ) $ 288 $ (129 ) $ (192 ) $ 33 $ (141 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 3,137 $ 1,670 $ — $ 4,807 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 1,176 912 — 2,088 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 3 — 734 693 — 1,430 Depreciation and amortization — — 460 90 — 550 Impairment of goodwill and other long-lived assets — — 419 585 — 1,004 Restructuring charges — — 25 27 — 52 Operating income/(loss) (3 ) — 323 (637 ) — (317 ) Interest income 1 565 51 5 (618 ) 4 Interest expense — (279 ) (586 ) (52 ) 618 (299 ) Foreign currency exchange transaction gains/(losses), net — — 48 (58 ) — (10 ) Other income/(expense), net — — (206 ) 208 — 2 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (2 ) 286 (370 ) (534 ) — (620 ) Benefit/(provision) for income taxes — (77 ) 442 (40 ) — 325 Equity in net income/(loss) of subsidiaries (304 ) 146 (376 ) — 534 — Net income/(loss) (306 ) 355 (304 ) (574 ) 534 (295 ) Less net income/(loss) attributable to noncontrolling interests — — — 11 — 11 Net income/(loss) attributable to controlling interest (306 ) 355 (304 ) (585 ) 534 (306 ) Total other comprehensive income/(loss) (56 ) (13 ) (56 ) 75 (5 ) (55 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 1 — 1 Total other comprehensive income/(loss) attributable to controlling interests (56 ) (13 ) (56 ) 74 (5 ) (56 ) Total comprehensive income/(loss) (362 ) 342 (360 ) (499 ) 529 (350 ) Comprehensive income/(loss) attributable to noncontrolling interests — — — 12 — 12 Total comprehensive income/(loss) attributable to controlling interest $ (362 ) $ 342 $ (360 ) $ (511 ) $ 529 $ (362 ) Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) September 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ 77 $ 1,688 $ 482 $ — $ 2,250 Trade and other receivables, net — — 623 471 — 1,094 Prepaid expenses and other current assets — — 299 135 — 434 Intercompany receivables — 3,378 131 145 (3,654 ) — Total current assets 3 3,455 2,741 1,233 (3,654 ) 3,778 Non-current assets Property, plant and equipment, net — — 253 137 — 390 Operating lease right-of-use asset — — 172 197 369 Goodwill — — 5,145 865 — 6,010 Other intangible assets, net — — 4,084 550 — 4,634 Deferred tax assets 1 — — 287 — 288 Other non-current assets — — 230 76 — 306 Equity investment in subsidiaries 2,004 1,332 4,385 — (7,721 ) — Intercompany loans 25 8,521 212 46 (8,804 ) — Total assets $ 2,033 $ 13,308 $ 17,222 $ 3,391 $ (20,179 ) $ 15,775 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 1 $ 83 $ 549 $ 528 $ — $ 1,161 Deferred revenues — — 231 93 — 324 Income tax liabilities — — 27 24 — 51 Current portion of long-term debt, finance lease obligations and short-term borrowings — 1,825 54 6 — 1,885 Intercompany payables — 2 3,523 129 (3,654 ) — Total current liabilities 1 1,910 4,384 780 (3,654 ) 3,421 Non-current liabilities Long-term debt and finance lease obligations — 7,301 814 10 — 8,125 Operating lease liabilities — — 204 159 — 363 Deferred tax liabilities — 71 851 82 — 1,004 Intercompany loans — — 8,592 212 (8,804 ) — Other non-current liabilities — 57 373 212 — 642 Total liabilities 1 9,339 15,218 1,455 (12,458 ) 13,555 Total shareholders’ equity 2,032 3,969 2,004 1,748 (7,721 ) 2,032 Noncontrolling interests — — — 188 — 188 Total equity 2,032 3,969 2,004 1,936 (7,721 ) 2,220 Total liabilities and equity $ 2,033 $ 13,308 $ 17,222 $ 3,391 $ (20,179 ) $ 15,775 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 — — 540 563 — 1,103 Prepaid expenses and other current assets — — 295 125 — 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 — — 194 199 — 393 Goodwill — — 5,131 862 — 5,993 Other intangible assets, net — — 4,332 549 — 4,881 Deferred tax assets 1 — — 275 — 276 Other non-current assets — — 260 73 — 333 Equity investment in subsidiaries 2,170 1,298 5,399 — (8,867 ) — Intercompany loans 25 8,887 223 1,605 (10,740 ) — Total assets $ 2,205 $ 11,800 $ 17,064 $ 5,116 $ (21,866 ) $ 14,319 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ 10 $ 62 $ 565 $ 545 $ — $ 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 2,820 1,004 (2,259 ) 2,501 Non-current liabilities Long-term debt and finance lease obligations — 7,302 80 13 — 7,395 Operating lease liabilities — — 217 153 — 370 Deferred tax liabilities — 71 887 94 — 1,052 Intercompany loans — — 10,516 224 (10,740 ) — Other non-current liabilities — 22 374 217 — 613 Total liabilities 10 8,321 14,894 1,705 (12,999 ) 11,931 Total shareholders’ equity 2,195 3,479 2,170 3,218 (8,867 ) 2,195 Noncontrolling interests — — — 193 — 193 Total equity 2,195 3,479 2,170 3,411 (8,867 ) 2,388 Total liabilities and equity $ 2,205 $ 11,800 $ 17,064 $ 5,116 $ (21,866 ) $ 14,319 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2020 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (13 ) $ 62 $ 727 $ (114 ) $ 662 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (15 ) (14 ) (29 ) Proceeds from the sale of subsidiaries and affiliates, net — — 5 8 13 Additions to property, plant and equipment and other assets — — (11 ) (15 ) (26 ) Additions to intangible assets — — (255 ) (64 ) (319 ) Other investing activities — — (1 ) (3 ) (4 ) Net cash used in investing activities — — (277 ) (88 ) (365 ) Financing activities: Net borrowings under revolving credit facility — — — — — Proceeds from issuance of debt, net of issuance costs — 2,261 713 2,974 Repayments of debt — (1,318 ) (1 ) — (1,319 ) Cash dividends paid to shareholders (64 ) — — — (64 ) Activity from share-based compensation plans (1 ) — (5 ) — (6 ) Proceeds from employee stock purchase plan 3 — — — 3 Finance leases — — (37 ) (6 ) (43 ) Settlement of intercompany and other financing activities 76 (928 ) 492 331 (29 ) Net cash provided by/(used in) financing activities 14 15 1,162 325 1,516 Effect of exchange-rate changes on cash and cash equivalents — — (2 ) (15 ) (17 ) Net increase/(decrease) in cash and cash equivalents 1 77 1,610 108 1,796 Cash and cash equivalents at beginning of period 2 — 78 374 454 Cash and cash equivalents at end of period $ 3 $ 77 $ 1,688 $ 482 $ 2,250 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash provided by/(used in) operating activities $ (8 ) $ 63 $ 672 $ (131 ) $ 596 Investing activities: Acquisition of subsidiaries and affiliates, net of cash acquired — — (38 ) (24 ) (62 ) Additions to property, plant and equipment and other assets — — (27 ) (31 ) (58 ) Additions to intangible assets — — (240 ) (44 ) (284 ) Other investing activities — — (18 ) — (18 ) Net cash used in investing activities — — (323 ) (99 ) (422 ) Financing activities: Net borrowings under revolving credit facility — — 190 — 190 Repayments of debt — (43 ) — — (43 ) Decrease in other short-term borrowings (1 ) (1 ) Cash dividends paid to shareholders (373 ) — — — (373 ) Activity from share-based compensation plans — — (5 ) — (5 ) Proceeds from employee stock purchase plan 3 — — — 3 Finance leases — — (41 ) (3 ) (44 ) Settlement of intercompany and other financing activities 377 (20 ) (511 ) 137 (17 ) Net cash provided by/(used in) financing activities 7 (63 ) (367 ) 133 (290 ) Effect of exchange-rate changes on cash and cash equivalents — — (7 ) (12 ) (19 ) Net increase/(decrease) in cash and cash equivalents (1 ) — (25 ) (109 ) (135 ) Cash and cash equivalents at beginning of period 3 — 79 442 524 Cash and cash equivalents at end of period $ 2 $ — $ 54 $ 333 $ 389 |