19. 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 December 31, 2016 and 2015 and consolidating statements of operations and cash flows for the periods ended December 31, 2016, 2015 and 2014. During the three months ended September 30, 2015, the Company re-designated certain subsidiaries between guarantor and non-guarantor. As a result, the Company adjusted prior periods 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

Consolidated Statement of Comprehensive Income

For the year ended December 31, 2016

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	3,571		$	2,738		$	—		$	6,309
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			1,318			1,289			—			2,607
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		2			—			969			880			—			1,851
Depreciation and amortization		—			—			487			116			—			603
Restructuring charges		—			—			69			36			—			105
Operating (loss)/income		(2	)		—			728			417			—			1,143
Interest income		—			869			38			5			(908	)		4
Interest expense		(3	)		(310	)		(889	)		(39	)		908			(333	)
Foreign currency exchange transaction gains/(losses), net		—			—			2			(8	)		—			(6	)
Other (expense)/income net		—			(7	)		156			(141	)		—			8
(Loss)/income from continuing operations before income taxes and equity in net (loss)/income of affiliates		(5	)		552			35			234			—			816
Provision for income taxes		—			(135	)		(115	)		(59	)		—			(309	)
Equity in net income of subsidiaries		507			272			588			—			(1,367	)		—
Equity in net (loss)/income of affiliates		—			—			(1	)		1			—			—
Net income		502			689			507			176			(1,367	)		507
Less net income attributable to noncontrolling interests		—			—			—			5			—			5
Net income attributable to controlling interest		502			689			507			171			(1,367	)		502
Total other comprehensive loss		(152	)		(141	)		(152	)		(184	)		472			(157	)
Total other comprehensive loss attributable to noncontrolling interests		—			—			—			(5	)		—			(5	)
Total other comprehensive loss attributable to controlling interests		(152	)		(141	)		(152	)		(179	)		472			(152	)
Total comprehensive income/(loss)	$	350		$	548		$	355		$	(8	)	$	(895	)	$	350

Nielsen Holdings plc

Consolidated Statement of Comprehensive Income

For the year ended December 31, 2015

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	3,585		$	2,587		$	—		$	6,172
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			1,279			1,260			—			2,539
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		4			—			1,048			863			—			1,915
Depreciation and amortization		—			—			465			109			—			574
Restructuring charges		—			—			32			19			—			51
Operating (loss)/income		(4	)		—			761			336			—			1,093
Interest income		—			864			37			5			(902	)		4
Interest expense		—			(291	)		(881	)		(41	)		902			(311	)
Foreign currency exchange transaction losses, net		—			—			(10	)		(21	)		—			(31	)
Other income/(expense), net		—			—			252			(46	)		—			206
(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates		(4	)		573			159			233			—			961
Provision for income taxes		(1	)		(127	)		(175	)		(80	)		—			(383	)
Equity in net income of subsidiaries		575			297			593			—			(1,465	)		—
Equity in net loss of affiliates		—			—			(2	)		(1	)		—			(3	)
Net income		570			743			575			152			(1,465	)		575
Less: net income attributable to noncontrolling interests		—			—			—			5			—			5
Net income attributable to controlling interests		570			743			575			147			(1,465	)		570
Total other comprehensive loss		(282	)		(280	)		(282	)		(282	)		836			(290	)
Total other comprehensive loss attributable to noncontrolling interests		—			—			—			(8	)		—			(8	)
Total other comprehensive loss attributable to controlling interests		(282	)		(280	)		(282	)		(274	)		836			(282	)
Total comprehensive income/(loss)		288			463			293			(130	)		(629	)		285
Total comprehensive loss attributable to noncontrolling interests		—			—			—			(3	)		—			(3	)
Total comprehensive income/(loss) attributable to controlling interests	$	288		$	463		$	293		$	(127	)	$	(629	)	$	288

Nielsen Holdings plc

Consolidated Statement of Comprehensive Income

For the year ended December 31, 2014

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	3,414		$	2,874		$	—		$	6,288
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			1,269			1,351			—			2,620
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		4			—			955			958			—			1,917
Depreciation and amortization		—			—			448			125			—			573
Restructuring charges		—			—			43			46			—			89
Operating (loss)/income		(4	)		—			699			394			—			1,089
Interest income		—			856			44			8			(905	)		3
Interest expense		—			(283	)		(874	)		(48	)		905			(300	)
Foreign currency exchange transaction losses, net		—			—			(2	)		(69	)		—			(71	)
Other income/(expense), net		—			553			4			(8	)		(649	)		(100	)
(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates		(4	)		1,126			(129	)		277			(649	)		621
Benefit/(provision) for income taxes		7			(94	)		(98	)		(51	)		—			(236	)
Equity in net income/(loss) of subsidiaries		381			(521	)		611			—			(471	)		—
Equity in net loss of affiliates		—			—			(3	)		(1	)		—			(4	)
Net income		384			511			381			225			(1,120	)		381
Less: net loss attributable to noncontrolling interests		—			—			—			(3	)		—			(3	)
Net income attributable to controlling interests		384			511			381			228			(1,120	)		384
Total other comprehensive (loss)/income		(390	)		805			(390	)		(490	)		68			(397	)
Total other comprehensive loss attributable to noncontrolling interests		—			—			—			(7	)		—			(7	)
Total other comprehensive (loss)/income attributable to controlling interests		(390	)		805			(390	)		(483	)		68			(390	)
Total comprehensive (loss)/income		(6	)		1,316			(9	)		(265	)		(1,052	)		(16	)
Total comprehensive loss attributable to noncontrolling interests		—			—			—			(10	)		—			(10	)
Total comprehensive (loss)/income attributable to controlling interests	$	(6	)	$	1,316		$	(9	)	$	(255	)	$	(1,052	)	$	(6	)

Nielsen Holdings plc

Consolidated Balance Sheet

December 31, 2016

								Non-
(IN MILLIONS)	Parent		Issuers		Guarantor			Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	5	$	1	$	219		$	529	$	—		$	754
Trade and other receivables, net		2		—		478			691		—			1,171
Prepaid expenses and other current assets		—		—		185			112		—			297
Intercompany receivables		—		862		312			167		(1,341	)		—
Total current assets		7		863		1,194			1,499		(1,341	)		2,222
Non-current assets
Property, plant and equipment, net		—		—		307			164		—			471
Goodwill		—		—		5,728			2,117		—			7,845
Other intangible assets, net		—		—		4,248			488		—			4,736
Deferred tax assets		2		—		(1	)		126		—			127
Other non-current assets		—		3		245			81		—			329
Equity investment in subsidiaries		4,117		—		4,222			—		(8,339	)		—
Intercompany loans		25		11,533		3,332			150		(15,040	)		—
Total assets	$	4,151	$	12,399	$	19,275		$	4,625	$	(24,720	)	$	15,730
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	—	$	52	$	479		$	481	$	—		$	1,012
Deferred revenues		—		—		172			125		—			297
Income tax liabilities		—		2		36			59		—			97
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		145		35			8		—			188
Intercompany payables		47		2		988			304		(1,341	)		—
Total current liabilities		47		201		1,710			977		(1,341	)		1,594
Non-current liabilities
Long-term debt and capital lease obligations		—		7,611		106			21		—			7,738
Deferred tax liabilities		—		71		1,027			77		—			1,175
Intercompany loans		—		2,985		11,708			347		(15,040	)		—
Other non-current liabilities		2		4		609			315		—			930
Total liabilities		49		10,872		15,160			1,737		(16,381	)		11,437
Total stockholders’ equity		4,102		1,527		4,117			2,695		(8,339	)		4,102
Noncontrolling interests		—		—		(2	)		193		—			191
Total equity		4,102		1,527		4,115			2,888		(8,339	)		4,293
Total liabilities and equity	$	4,151	$	12,399	$	19,275		$	4,625	$	(24,720	)	$	15,730

Nielsen Holdings plc

Consolidated Balance Sheet

December 31, 2015

(IN MILLIONS)	Parent		Issuers		Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	1	$	—	$	7	$	349	$	—		$	357
Trade and other receivables, net		3		—		550		682		—			1,235
Prepaid expenses and other current assets		—		—		195		121		—			316
Intercompany receivables		—		595		224		178		(997	)		—
Total current assets		4		595		976		1,330		(997	)		1,908
Non-current assets		—
Property, plant and equipment, net		—		—		324		166		—			490
Goodwill		—		—		5,774		2,009		—			7,783
Other intangible assets, net		—		—		4,314		458		—			4,772
Deferred tax assets		1		—		51		26		—			78
Other non-current assets		—		—		175		97		—			272
Equity investment in subsidiaries		4,793		1,441		3,696		—		(9,930	)		—
Intercompany receivables		—		10,763		3,692		158		(14,613	)		—
Total assets	$	4,798	$	12,799	$	19,002	$	4,244	$	(25,540	)	$	15,303
Liabilities and equity
Current liabilities
Accounts payable and other current liabilities	$	1	$	48	$	450	$	514	$	—		$	1,013
Deferred revenues		—		—		182		140		—			322
Income tax liabilities		—		—		—		42		—			42
Current portion of long-term debt, capital lease obligations and short-term borrowings		—		114		195		1		—			310
Intercompany payables		21		3		753		220		(997	)		—
Total current liabilities		22		165		1,580		917		(997	)		1,687
Non-current liabilities
Long-term debt and capital lease obligations		—		6,911		102		15		—			7,028
Deferred tax liabilities		—		74		977		23		—			1,074
Intercompany loans		341		2,985		10,921		366		(14,613	)		—
Other non-current liabilities		2		6		629		250		—			887
Total liabilities		365		10,141		14,209		1,571		(15,610	)		10,676
Total stockholders’ equity		4,433		2,658		4,793		2,479		(9,930	)		4,433
Noncontrolling interests		—		—		—		194		—			194
Total equity		4,433		2,658		4,793		2,673		(9,930	)		4,627
Total liabilities and equity	$	4,798	$	12,799	$	19,002	$	4,244	$	(25,540	)	$	15,303

Nielsen Holdings plc

Consolidated Statement of Cash Flows

For the year ended December 31, 2016

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(5	)	$	278		$	674		$	349		$	1,296
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(245	)		(40	)		(285	)
Proceeds from the sale of subsidiaries and affiliates		—			—			36			(2	)		34
Additions to property, plant and equipment and other assets		—			—			(53	)		(56	)		(109	)
Additions to intangible assets		—			—			(273	)		(51	)		(324	)
Proceeds from the sale of property, plant and equipment and other assets		—			—			31			11			42
Other investing activities		—			—			(1	)		1			—
Net cash used in investing activities		—			—			(505	)		(137	)		(642	)
Financing activities:
Net payments under revolving credit facility		—			—			(164	)		—			(164	)
Repayments of debt		—			(1,765	)		—			—			(1,765	)
Proceeds from the issuance of debt, net of issuance costs		—			2,502			—			—			2,502
Increase in short term borrowings		—			—			—			4			4
Cash dividends paid to stockholders		(434	)		—			—			—			(434	)
Repurchase of common stock		(418	)		—			—			—			(418	)
Activity under stock plans		103			—			(22	)		—			81
Other financing activities		758			(1,014	)		226			(24	)		(54	)
Net cash provided by/(used in) financing activities		9			(277	)		40			(20	)		(248	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			3			(12	)		(9	)
Net increase in cash and cash equivalents		4			1			212			180			397
Cash and cash equivalents at beginning of period		1			—			7			349			357
Cash and cash equivalents at end of period	$	5		$	1		$	219		$	529		$	754

Nielsen Holdings plc

Consolidated Statement of Cash Flows

For the year ended December 31, 2015

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	—		$	255		$	667		$	287		$	1,209
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(246	)		—			(246	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			30			—			30
Additions to property, plant and equipment and other assets		—			—			(82	)		(52	)		(134	)
Additions to intangible assets		—			—			(237	)		(37	)		(274	)
Proceeds from the sale of property, plant and equipment		—			—			—			7			7
Other investing activities		—			—			36			—			36
Net cash used in investing activities		—			—			(499	)		(82	)		(581	)
Financing activities:
Net borrowings under revolving credit facility		—			—			(116	)		—			(116	)
Proceeds from issuances of debt, net of issuance costs		—			746			—			—			746
Repayments of debt		—			(98	)		—			—			(98	)
Cash dividends paid to stockholders		(408	)		—			—			—			(408	)
Repurchase of common stock		(667	)		—			—			—			(667	)
Proceeds from exercise of stock options		79			—			(7	)		—			72
Other financing activities		948			(904	)		16			(81	)		(21	)
Net cash used in financing activities		(48	)		(256	)		(107	)		(81	)		(492	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			(3	)		(49	)		(52	)
Net (decrease)/increase in cash and cash equivalents		(48	)		(1	)		58			75			84
Cash and cash equivalents at beginning of period		49			1			(51	)		274			273
Cash and cash equivalents at end of period	$	1		$	—		$	7		$	349		$	357

Nielsen Holdings plc

Consolidated Statement of Cash Flows

For the year ended December 31, 2014

(IN MILLIONS)	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(4	)	$	523		$	373		$	201		$	1,093
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(201	)		(113	)		(314	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			—			(6	)		(6	)
Additions to property, plant and equipment and other assets		—			—			(109	)		(54	)		(163	)
Additions to intangible assets		—			—			(222	)		(27	)		(249	)
Other investing activities		—			—			(1	)		1			—
Net cash used in investing activities		—			—			(533	)		(199	)		(732	)
Financing activities:
Net borrowings under revolving credit facility		—			—			280			—			280
Proceeds from issuances of debt, net of issuance costs		—			4,544			—			—			4,544
Repayments of debt		—			(4,597	)		—			(1	)		(4,598	)
Cash dividends paid to stockholders		(356	)		—			—			—			(356	)
Repurchase of common stock		(466	)											(466	)
Proceeds from exercise of stock options		112			—			(6	)		(3	)		103
Other financing activities		751			(469	)		(370	)		(4	)		(92	)
Net cash provided by/(used in) financing activities		41			(522	)		(96	)		(8	)		(585	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			—			(67	)		(67	)
Net increase/(decrease) in cash and cash equivalents		37			1			(256	)		(73	)		(291	)
Cash and cash equivalents at beginning of period		12			—			205			347			564
Cash and cash equivalents at end of period	$	49		$	1		$	(51	)	$	274		$	273