Schedule I—Condensed Financial Information of Registrant

Nielsen Holdings plc

Parent Company Only

Statements of Operations

	Year Ended December 31,
(IN MILLIONS)	2016			2015			2014
Selling, general and administrative expenses	$	2		$	4		$	4
Operating loss		(2	)		(4	)		(4	)
Interest expense		(3	)		—			—
Loss from continuing operations before income taxes and equity in net income of subsidiaries		(5	)		(4	)		(4	)
(Provision)/benefit for income taxes		—			(1	)		7
Equity in net income of subsidiaries		507			575			381
Net income	$	502		$	570		$	384

Nielsen Holdings plc

Parent Company Only

Balance Sheets

	December 31,
(IN MILLIONS)	2016		2015
Assets:
Current assets
Cash and cash equivalents	$	5	$	1
Amounts receivable from subsidiary		2		3
Total current assets		7		4
Investment in subsidiaries		4,117		4,793
Loans outstanding from subsidiary		25		—
Other non-current assets		2		1
Total assets	$	4,151	$	4,798
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities		—		1
Intercompany payables		47		21
Total current liabilities		47		22
Loans outstanding from subsidiary		—		341
Other non-current liabilities		2		2
Total liabilities		49		365
Total equity		4,102		4,433
Total liabilities and equity	$	4,151	$	4,798

Nielsen Holdings plc

Parent Company Only

Statements of Cash Flows

	Year Ended December 31,
(IN MILLIONS)	2016			2015			2014
Net cash used in operating activities	$	(5	)	$	—		$	(4	)
Financing Activities:
Cash dividends paid to stockholders		(434	)		(408	)		(356	)
Repurchase of common stock		(418	)		(667	)		(466	)
Activity under stock plans		103			79			112
Other financing activities		758			948			751
Net cash provided/(used in) by financing activities		9			(48	)		41
Net increase/(decrease) in cash and cash equivalents		4			(48	)		37
Cash and cash equivalents, beginning of period		1			49			12
Cash and cash equivalents, end of period	$	5		$	1		$	49

The notes to the consolidated financial statements of Nielsen Holdings plc (the “Company”) are an integral part of these nonconsolidated financial statements.

Notes to Schedule I

1. Basis of Presentation

The Company has accounted for the earnings of its subsidiaries under the equity method in these financial statements.

2. Commitments and Contingencies

The debenture loans are jointly and severally guaranteed on an unconditional basis by the Company and subject to certain exceptions, each of the direct and indirect wholly-owned subsidiaries of the Company, including VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., TNC (US) Holdings, Inc., VNU Marketing Information, Inc. and ACN Holdings, Inc., and the wholly-owned subsidiaries thereof, including the wholly-owned U.S. subsidiaries of ACN Holdings, Inc., in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are Nielsen Finance LLC and Nielsen Finance Co., both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors and The Nielsen Company (Luxembourg) S ar l., a wholly owned subsidiary of Nielsen Holding and Finance B.V. The historical financial information has been updated to reflect The Nielsen Company (Luxembourg) S.ar.l. as an issuer.

The Company had no material commitments or contingencies during the reported periods.

3. Related Party Transactions

The Company enters into certain transactions with its subsidiaries through the normal course of operations and periodically settles these transactions in cash. On December 31, 2016, the Company had a $25 million loan receivable from subsidiaries associated with financing transactions. On December 31, 2015, the Company had a $362 million liability to subsidiaries associated with financing transactions.

4. Common Stock and Related Transactions

On January 31, 2013, the Company’s board of directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The following table represents the cash dividends paid for the years ended December 31, 2015 and 2016, respectively.

Declaration Date	Record Date	Payment Date	Dividend Per Share
February 19, 2015	March 5, 2015	March 19, 2015	$	0.25
April 20, 2015	June 4, 2015	June 18, 2015	$	0.28
July 23, 2015	August 27, 2015	September 10, 2015	$	0.28
October 29, 2015	November 24, 2015	December 8, 2015	$	0.28
February 18, 2016	March 3, 2016	March 17, 2016	$	0.28
April 19, 2016	June 2, 2016	June 16, 2016	$	0.31
July 21, 2016	August 25, 2016	September 8, 2016	$	0.31
October 20, 2016	November 22, 2016	December 6, 2016	$	0.31

The dividend policy and payment of future cash dividends are subject to the discretion of the Board.

Nielsen’s Board approved a share repurchase program, as included in the below table, for up to $2 billion of our outstanding common stock. The primary purpose of the program is to return value to shareholders and to mitigate dilution associated with our equity compensation plans.

Board Approval	Share Repurchase Authorization ($ in millions)
July 25, 2013	$	500
October 23, 2014	$	1,000
December 11, 2015	$	500
Total Share Repurchase Authorization	$	2,000

Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the existing authority granted at Nielsen’s Annual General Meeting of Shareholders held in 2015 and 2016.

As of December 31, 2016, there have been 33,837,526 shares of our common stock purchased at an average price of $46.16 per share (total consideration of approximately $1,562 million) under this program.

						Total Number of
						Shares Purchased as		Dollar Value of Shares
	Total Number			Average		Part of Publicly		that may yet be
	of Shares			Price Paid		Announced Plans		Purchased under the
Period	Purchased			per Share		or Programs		Plans or Programs
As of December 31, 2015			25,762,411	$	44.43		25,762,411	$	855,495,985
2016 Activity
January 1- 31		628,054		45.62			628,054	$	826,841,315
February 1- 28			687,473	$	47.41		687,473	$	794,246,197
March 1- 31			429,617	$	51.48		429,617	$	772,128,085
April 1-30			1,368,352	$	52.91		1,368,352	$	699,730,694
May 1-31			1,320,614	$	52.23		1,320,614	$	630,761,673
June 1-30			1,478,685	$	53.84		1,478,685	$	551,145,264
July 1-31			1,286,936	$	53.66		1,286,936	$	482,094,449
August 1-31			224,800	$	53.61		224,800	$	470,042,455
September 1-30			183,968	$	53.01		183,968	$	460,290,434
October 1-31			139,937	$	51.73		139,937	$	453,051,573
November 1-30			326,679	$	46.17		326,679	$	437,970,016
December 1-31			—	$	—		—	$	437,970,016
Total			33,837,526	$	46.16		33,837,526

Subsequent Events

In January 2017, Nielsen completed the issuance of $500 million aggregated principal amount of 5.00% Senior Notes due 2025 at par with cash proceeds of approximately $495 million, net of fees and expenses.

On February 16, 2017, the Board declared a cash dividend of $0.31 per share on the Company’s common stock. The dividend is payable on March 16, 2017 to stockholders of record at the close of business on March 2, 2017.

In February 2017, Nielsen completed the acquisition of Gracenote, through the purchase of 100% of Gracenote’s outstanding common stock for a total cash purchase price of $560 million (the “Acquisition”). Nielsen acquired the data and technology that underpins the programming guides and personalized user experience for major video, music, audio and sports content. The acquisition extends Nielsen’s footprint with major clients by including Gracenote’s global content database which spans across platforms including multichannel video programming distributors (MVPDs), smart televisions, streaming music services, connected devices, media players and in-car infotainment systems. Gracenote will consolidate into Nielsen’s Watch segment.

The Acquisition will be accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The Company is in the process of preparing the initial accounting of the transaction and expects to establish a preliminary purchase price allocation by the end of the first quarter of 2017.