| Segments
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
1. Description of Business, Basis of Presentation and Significant Accounting Policies
On May 17, 2006, Nielsen N.V. (the “Company” or “Nielsen”), formerly known as Nielsen Holdings N.V., Valcon Acquisition Holding B.V. and Nielsen Holdings B.V., was formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, and with subsequent investor Centerview Partners, the “Sponsors”) as a subsidiary of Valcon Acquisition Holding (Luxembourg) S.à r.l. (“Luxco”). On May 24, 2006, The Nielsen Company B.V. (“TNC B.V.”) (formerly VNU Group B.V. and VNU N.V.) was acquired through a tender offer to stockholders by Valcon Acquisition B.V. (“Valcon”), a wholly owned subsidiary of the Company (herein referred to as the “Valcon Acquisition”). On January 31, 2011, Nielsen completed an initial public offering of 82,142,858 shares of its €0.07 par value common stock at a price of $23.00 per share. Nielsen’s common stock is listed on the New York Stock Exchange and is traded under the symbol “NLSN.” During 2012, 2013 and 2014, Luxco and certain Nielsen employees (the “selling shareholders”) completed public offerings totaling 216,703,942 shares of our stock at a weighted average price of $37.84 per share. All proceeds went to the selling stockholders and the offering did not have a significant impact on our operating results or financial position. As of December 31, 2014, Luxco owned approximately 15% of the Company’s common stock.
Nielsen, together with its subsidiaries, is a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reportable segments: what consumers buy (“Buy”), what consumers watch and listen to (“Watch”). Nielsen has a presence in more than 100 countries, with its headquarters located in Diemen, the Netherlands and New York, USA. See Note 17 – “Segments” for a discussion of the Company’s reportable segments.
The accompanying consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). All amounts are presented in U.S. Dollars (“$”), except for share and per share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. Supplemental cash flows from discontinued operations are presented in Note 4 to the consolidated financial statements “Discontinued Operations.” The Company has evaluated events occurring subsequent to December 31, 2014 for potential recognition or disclosure in the consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.
Consolidation
The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. Noncontrolling interests in subsidiaries are reported as a component of equity in the consolidated financial statements with disclosure on the face of the consolidated statements of operations of the amounts of consolidated net income attributable to Nielsen stockholders and to the noncontrolling interests. The equity method of accounting is used for investments in affiliates and joint ventures where Nielsen has significant influence but not control, usually supported by a shareholding of between 20% and 50% of the voting rights. Investments in which Nielsen owns less than 20% and does not have significant influence are accounted for either as available-for-sale securities if the shares are publicly traded or as cost method investments. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.
Foreign Currency Translation
Nielsen has significant investments outside the United States, primarily in the Euro-zone, Canada and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income/(loss), net, whereas transaction gains and losses are recognized in foreign exchange transaction (losses)/gains, net in the consolidated statement of operations.
Nielsen has operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela’s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions have been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.
In February 2013, the Venezuelan government devalued its currency by 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated System of Transactions with Securities in Foreign Currency market was suspended. As a result of this change, Nielsen recorded a pre-tax charge of $12 million during the first quarter of 2013 in foreign currency exchange transaction gains/(losses), net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.
During 2014, as a result of further changes associated with the Venezuelan currency exchange rate mechanisms, the Company changed the exchange rate used to remeasure its Venezuelan subsidiaries’ financial statements in U.S. dollars. Based on facts and circumstances present at March 31, 2014, Nielsen began using the exchange rate determined by periodic auctions for U.S. dollars conducted under Venezuela’s Complementary System of Foreign Currency Administration (“SICAD I”). As a result of Exchange Agreement No. 25 between the Central Bank of Venezuela and the Venezuelan government, the Company believed that any future remittances for royalty and dividend payments would be transacted at the SICAD I exchange rate. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represented a more realistic exchange rate at which to remeasure the U.S. dollar value of the bolivar-denominated monetary assets and liabilities of the Company’s Venezuelan subsidiaries in the consolidated financial statements. However, since its implementation, the Company has not been successful in gaining access to U.S. dollars through SICAD I. Due to the lack of access to the SICAD I auction system, as of December 31, 2014 the Company decided it was more likely that it would be able to gain access to U.S. dollars through the SICAD II mechanism to settle transactions conducted by the Company in Venezuela as it was created to provide an open mechanism that permits any company to request U.S. dollars for any purpose. Accordingly, the Company concluded that the SICAD II exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities as of December 31, 2014. At December 31, 2014, the SICAD II exchange rate was 50.0 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar and the SICAD I exchange rate of 12.0 bolivars to the U.S. dollar. As a result of these changes, Nielsen recorded a pre-tax charge of $52 million for the year ended December 31, 2014 in foreign currency exchange transaction losses, net in the consolidated statement of operations, reflecting the write-down of monetary assets and liabilities in the Company’s Venezuelan operations.
The Company will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Research and Development Costs
Research and development costs, which were not material for any periods presented, are expensed as incurred.
Revenue Recognition
Nielsen recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered or information has been delivered, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured.
A significant portion of the Company’s revenue is generated from information (primarily retail measurement and consumer panel services) and measurement (primarily from television, radio, online and mobile audiences) services. The Company generally recognizes revenue from the sale of services as the services are performed, which is usually ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned. Substantially all of the Company’s customer contracts are non-cancellable and non-refundable.
Certain of the Company’s revenue arrangements include multiple deliverables and in these arrangements, the individual deliverables within the contract that have stand-alone value to the customer are separated and recognized upon delivery based upon the Company’s best estimate of their selling prices. These arrangements are not significant to the Company’s results of operations. In certain cases, software is included as part of these arrangements to allow Nielsen’s customers to view delivered information and is provided for the term of the arrangement and is not significant to the marketing effort and is not sold separately. Accordingly, software provided to Nielsen’s customers is considered to be incidental to the arrangements and is not recognized as a separate element.
A discussion of Nielsen’s revenue recognition policies, by segment, follows:
Buy
Revenue from the Buy segment, primarily from retail measurement services and consumer panel services is recognized over the period during which the services are performed and information is delivered to the customer, primarily on a straight-line basis.
The Company provides insights and solutions to customers through analytical studies that are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the information has been delivered to the customer.
Watch
Revenue from the Watch segment is primarily generated from television, radio, online and mobile measurement services and recognized over the contract period, as the service is delivered to the customer, primarily on a straight-line basis.
Deferred Costs
Incremental direct costs incurred related to establishing or significantly expanding a panel in a designated market and costs incurred to build the infrastructure to service new clients, are deferred at the point when Nielsen determines them to be recoverable. Prior to this point, these cost are expensed as incurred. These deferred costs are typically amortized over the original contract period beginning when the panel or electronic metered sample is ready for its intended use.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of operations. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with marketing/media research services. Advertising and marketing costs totaled $19 million, $19 million and $18 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Computation of Net Income per Share
Basic net income per share is computed using the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock.
Employee stock options, restricted stock and similar equity instruments granted by the Company are treated as potential common stock outstanding in computing diluted earnings per share. Diluted stock outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase stock.
The two-class method is an earnings allocation method for computing earnings/(loss) per share when a company’s capital structure includes either two or more classes of common stock or common stock and participating securities. This method determines earnings/(loss) per share based on dividends declared on common stock and participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any undistributed earnings. The two-class method did not have a significant impact on the calculation or presentation of earnings per share for any of the periods presented.
The effect of 2,437,100, 2,433,400 and 7,698,964 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the years ended December 31, 2014, 2013 and 2012, respectively, as such shares would have been anti-dilutive. Additionally, the Company’s mandatory convertible subordinated bonds due 2013 were converted into 10,416,700 shares of common stock on February 1, 2013, and were excluded from the calculation of diluted earnings per share for the year ended December 31, 2012, as such shares would have been anti-dilutive.
Comprehensive Income/(Loss)
Comprehensive income/(loss) is reported in the accompanying consolidated statements of comprehensive income/(loss) and consists of net income or loss and other gains and losses, net of tax affecting equity that are excluded from net income or loss.
Other Significant Accounting Policies
The following table includes other significant accounting policies that are described in other notes to the financial statements, including the related note and page number:
Significant Accounting Policy |
Note |
Page # |
Investments |
8 |
76 |
Financial Instruments |
8 |
76 |
Derivative Financial Instruments |
8 |
76 |
Goodwill and Other Intangible Assets |
5 |
71 |
Property, Plant and Equipment |
7 |
75 |
Impairment of Long-Lived Assets |
5&7 |
71 and 75 |
Pensions and Other Post Retirement Benefits |
10 |
80 |
Stock-Based Compensation |
13 |
93 |
Income Taxes |
14 |
97 |
|
2. Summary of Recent Accounting Pronouncements
Foreign Currency Matters
In March 2013, the FASB issued an Accounting Standards Update (“ASU”), “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The amendment requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance is effective for Nielsen’s interim and annual reporting periods in 2014. The adoption of this ASU did not have a significant impact on Nielsen’s consolidated financial statements.
Discontinued Operations
In April 2014, the FASB issued an ASU, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The ASU is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entity’s operations and financial reports. In addition, the guidance permits companies to have continuing cash flows and significant continuing involvement with the disposed component. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014 and must be applied prospectively. Early adoption is permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”. The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of the adoption of this ASU will have on its consolidated financial statements, including which transition method will be applied.
Going Concern
In August 2014, the FASB issued an ASU, “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for all entities in the first annual period ending after December 15, 2016; however, early adoption is permitted. The adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.
|
3. Business Acquisitions
Arbitron Inc.
On September 30, 2013 (the “Acquisition Date”), Nielsen completed the acquisition of Arbitron Inc., an international media and marketing research firm (“Arbitron”), through the purchase of 100% of Arbitron’s outstanding common stock for a total cash purchase price of $1.3 billion (the “Acquisition”). Arbitron is expected to help Nielsen better address client needs in unmeasured areas of media consumption, including streaming audio and out-of-home and Nielsen’s global distribution footprint can help expand Arbitron’s capabilities outside of the U.S. With Arbitron’s assets, Nielsen intends to further expand its Watch segment’s audience measurement across screens and forms of listening. Arbitron has been rebranded Nielsen Audio.
As a part of the Acquisition, Nielsen acquired the remaining 49.5% interest in Scarborough Research, a joint venture between Nielsen and Arbitron (“Scarborough”) that Nielsen historically accounted for under the equity method of accounting. Nielsen accounted for this transaction as a step-acquisition and calculated the fair value of its investment immediately before the acquisition to be $75 million. As a result, during the third quarter of 2013, Nielsen recorded a $24 million gain on its investment in Scarborough to other expense, net in the consolidated statement of operations. As of October 1, 2013, the financial results of Scarborough were included within the consolidated financial statements of Nielsen.
The Acquisition was 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. Since the date of the acquisition occurred on the last day of the quarter, the results of Arbitron were included within Company’s consolidated financial statements commencing October 1, 2013. The Company’s consolidated statement of operations for the year ended December 31, 2013 includes $134 million of revenues related to the Arbitron acquisition.
The purchase price was allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition. The following table summarizes the purchase price allocation:
(IN MILLIONS) |
|
|
|
|
Fair value of business combination: |
|
|
|
|
Cash paid for Arbitron common stock |
|
$ |
1,296 |
|
Accrued payment for directors’ and employees’ equity awards pertaining to pre-merger service |
|
|
42 |
|
Accrued dividend payment on Arbitron common stock |
|
|
3 |
|
Fair value of previously held equity interest in Scarborough |
|
|
75 |
|
Total |
|
$ |
1,416 |
|
Identifiable assets acquired and liabilities assumed: |
|
|
|
|
Cash |
|
$ |
136 |
|
Other current assets |
|
|
129 |
|
Property and equipment |
|
|
32 |
|
Goodwill |
|
|
947 |
|
Amortizable intangible assets |
|
|
472 |
|
Other long term assets |
|
|
2 |
|
Deferred revenue |
|
|
(47 |
) |
Other current liabilities |
|
|
(53 |
) |
Deferred tax liabilities |
|
|
(184 |
) |
Other long term liabilities |
|
|
(18 |
) |
Total |
|
$ |
1,416 |
|
As of the Acquisition Date, the expected fair value of accounts receivable approximated historical cost. The gross contractual receivable was $64 million, of which $4 million was deemed uncollectible.
The allocation of the purchase price to goodwill and identified intangible assets was $947 million and $472 million, respectively. All of the Arbitron related goodwill and intangible assets are attributable to the Nielsen’s Watch segment.
Intangible assets and their estimated useful lives consist of the following:
(IN MILLIONS) |
|
|
|
|
|
|
||
Description |
|
Amount |
|
|
Useful Life |
|
||
Customer –related intangibles |
|
$ |
271 |
|
|
|
10 – 15 years |
|
Computer software |
|
|
159 |
|
|
|
5 – 10 years |
|
Trade names and trademarks |
|
|
31 |
|
|
|
3 – 5 years |
|
Covenants-not-to-compete |
|
|
11 |
|
|
|
1 – 2 years |
|
Total |
|
$ |
472 |
|
|
|
|
|
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents expected synergies and the going concern nature of Arbitron.
The Company incurred acquisition related expenses of $19 million and $9 million for the years ended December 31, 2013 and 2012, respectively, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the consolidated statement of operations.
The following unaudited pro forma information presents the consolidated results of operations of the Company and Arbitron for the years ended December 31, 2013 and 2012, as if the acquisition had occurred on January 1, 2012, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:
|
|
December 31, |
|
|||||
(IN MILLIONS) |
|
2013 |
|
|
2012 |
|
||
Revenues |
|
$ |
6,058 |
|
|
$ |
5,885 |
|
Income from continuing operations |
|
$ |
497 |
|
|
$ |
275 |
|
The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that the Company would have attained had the acquisition of Arbitron been completed as of the beginning of the reporting period.
Other Acquisitions
For the year ended December 31, 2014, Nielsen paid cash consideration of $314 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2014, the impact on Nielsen’s consolidated results of operations would not have been material.
For the year ended December 31, 2013, excluding Arbitron, Nielsen paid cash consideration of $43 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2013, the impact on Nielsen’s consolidated results of operations would not have been material.
For the year ended December 31, 2012, Nielsen paid cash consideration of $160 million associated with both current period and previously executed acquisitions, net of cash acquired. Had that period’s acquisitions occurred as of January 1, 2012, the impact on Nielsen’s consolidated results of operations would not have been material.
|
4. Discontinued Operations
In February 2014, Nielsen completed the acquisition of Harris Interactive, Inc., a leading global market research firm, through the purchase of all outstanding shares of Harris Interactive’s common stock for $2.04 per share. In June 2014, the Company completed the sale of Harris Interactive European operations (“Harris Europe”) to ITWP Acquisitions Limited (“ITWP”), the parent company of Toluna, a leading digital market research and technology company in exchange for a minority stake in ITWP. The consolidated statements of operations reflect the operating results of Harris Europe as a discontinued operation.
In June 2013, the Company completed the sale of its Expositions business, which operates one of the largest portfolios of business-to-business trade shows and conference events in the United States, for total cash consideration of $950 million and recorded a gain of $290 million, net of tax. The consolidated statements of operations reflect the operating results of this business as a discontinued operation.
In March 2013, Nielsen completed the exit and shut down of one of its legacy online businesses and recorded a net loss of $3 million associated with this exit. The consolidated statements of operations reflect the operating results of this business as a discontinued operation.
Summarized results of operations for discontinued operations for the years ended December 31, 2014, 2013 and 2012 are as follows:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Revenue |
|
$ |
15 |
|
|
$ |
103 |
|
|
$ |
205 |
|
Operating income |
|
|
— |
|
|
|
35 |
|
|
|
72 |
|
Interest expense |
|
|
— |
|
|
|
(8 |
) |
|
|
(23 |
) |
Income from operations before income taxes |
|
|
— |
|
|
|
27 |
|
|
|
49 |
|
Provision for income taxes |
|
|
— |
|
|
|
(12 |
) |
|
|
(18 |
) |
Income from operations |
|
|
— |
|
|
|
15 |
|
|
|
31 |
|
Net income/(loss) attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Gain on sale, net of tax |
|
|
— |
|
|
|
290 |
|
|
|
— |
|
Income from discontinued operations |
|
$ |
— |
|
|
$ |
305 |
|
|
$ |
30 |
|
Nielsen allocated a portion of its consolidated interest expense to discontinued operations based upon the ratio of net assets sold as a proportion of consolidated net assets. For the years ended December 31, 2014, 2013 and 2012, interest expense of zero, $8 million and $23 million, respectively was allocated to discontinued operations.
Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s consolidated statements of cash flows:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
||
Net cash provided by operating activities |
|
$ |
— |
|
|
$ |
36 |
|
|
$ |
67 |
|
Net cash provided by investing activities |
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
Net cash provided by financing activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
$ |
— |
|
|
$ |
36 |
|
|
$ |
56 |
|
|
5. Goodwill and Other Intangible Assets
Goodwill
Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are each tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. Nielsen has designated October 1st as the date in which the annual assessment is performed as this timing corresponds with the development of the Company’s formal budget and business plan review. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. The Company established, and continues to evaluate, its reporting units based on its internal reporting structure and defines such reporting units at its operating segment level or one level below. The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily an income approach using a discounted cash flow analysis supplemented by a market-based approach.
A discounted cash flow analysis requires the use of various assumptions, including expectations of future cash flows, growth rates, discount rates and tax rates in developing the present value of future cash flow projections. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings as well as recent comparable transactions.
The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace. There was no impairment noted in any period presented with respect to the Company’s indefinite-lived intangible assets.
Nielsen is required to assess whether the value of the Company’s amortizable intangible assets have been impaired whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Nielsen does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows expected to be derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires Nielsen to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and our assessments change. There was no impairment noted in any period presented with respect to the Company’s amortizable intangible assets.
Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairments losses, if any.
The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2014 and 2013, respectively.
(IN MILLIONS) |
|
Buy |
|
|
Watch |
|
|
Expositions |
|
|
Total |
|
||||
Balance, December 31, 2012(a) |
|
$ |
3,061 |
|
|
$ |
3,726 |
|
|
$ |
565 |
|
|
$ |
7,352 |
|
Acquisitions, divestitures and other adjustments |
|
|
17 |
|
|
|
945 |
|
|
|
(565 |
) |
|
|
397 |
|
Effect of foreign currency translation |
|
|
(73 |
) |
|
|
8 |
|
|
|
- |
|
|
|
(65 |
) |
Balance, December 31, 2013 |
|
$ |
3,005 |
|
|
$ |
4,679 |
|
|
$ |
- |
|
|
$ |
7,684 |
|
Acquisitions, divestitures and other adjustments |
|
|
202 |
|
|
|
4 |
|
|
|
- |
|
|
|
206 |
|
Effect of foreign currency translation |
|
|
(193 |
) |
|
|
(26 |
) |
|
|
- |
|
|
|
(219 |
) |
Balance, December 31, 2014 |
|
$ |
3,014 |
|
|
$ |
4,657 |
|
|
$ |
- |
|
|
$ |
7,671 |
|
Cummulative Impairments |
|
$ |
- |
|
|
$ |
376 |
|
|
$ |
2 |
|
|
$ |
378 |
|
(a) |
During the fourth quarter of 2013, to conform to a change in management reporting, Nielsen reclassified two products from the Buy segment to the Watch segment. Goodwill by segment has been retrospectively restated to reflect this change. |
At December 31, 2014, $73 million of goodwill is expected to be deductible for income tax purposes.
Other Intangible Assets
Intangible assets with finite lives are stated at historical cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually.
Nielsen has purchased and internally developed software to facilitate its global information processing, financial reporting and client access needs. Costs that are related to the conceptual formulation and design of software programs are expensed as incurred. Costs that are incurred to produce the finished product after technological feasibility has been established are capitalized as an intangible asset and are amortized over the estimated useful life. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from the future cash flows, the software cost is written down to estimate fair value and an impairment is recognized. These estimates are subject to revision as market conditions and as our assessments change.
The table below summarizes the carrying value of such intangible assets and their estimated useful lives:
|
|
|
|
|
|
Gross Amounts |
|
|
Accumulated Amortization |
|
||||||||||
|
|
Estimated |
|
Weighted |
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
||||
(IN MILLIONS) |
|
Useful Lives |
|
Average |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
Indefinite-lived intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names and trademarks |
|
|
|
|
|
$ |
1,921 |
|
|
$ |
1,921 |
|
|
$ |
- |
|
|
$ |
- |
|
Amortized intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names and trademarks |
|
5-20 years |
|
14 years |
|
|
166 |
|
|
|
156 |
|
|
|
(68 |
) |
|
|
(53 |
) |
Customer-related intangibles |
|
6-25 years |
|
22 years |
|
|
2,938 |
|
|
|
2,882 |
|
|
|
(1,054 |
) |
|
|
(897 |
) |
Covenants-not-to-compete |
|
1-7 years |
|
3 years |
|
|
36 |
|
|
|
36 |
|
|
|
(30 |
) |
|
|
(19 |
) |
Computer software |
|
3-10 years |
|
5 years |
|
|
1,935 |
|
|
|
1,668 |
|
|
|
(1,157 |
) |
|
|
(941 |
) |
Patents and other |
|
3-10 years |
|
5 years |
|
|
105 |
|
|
|
95 |
|
|
|
(77 |
) |
|
|
(67 |
) |
Total |
|
|
|
|
|
$ |
5,180 |
|
|
$ |
4,837 |
|
|
$ |
(2,386 |
) |
|
$ |
(1,977 |
) |
The amortization expense for the years ended December 31, 2014, 2013 and 2012 was $404 million, $324 million and $294 million, respectively. These amounts include amortization expense associated with computer software of $217 million, $171 million and $151 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Certain of the trade names associated with Nielsen are deemed indefinite-lived intangible assets, as their associated Nielsen brand awareness and recognition has existed for over 50 years and the Company intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.
The Company’s 2014, 2013 and 2012 annual assessments did not result in an impairment for any of its underlying reporting units or indefinite-lived intangible assets.
All other intangible assets are subject to amortization. Future amortization expense is estimated to be as follows:
(IN MILLIONS) |
|
|
|
For the year ending December 31: |
|
|
|
2015 |
$ |
397 |
|
2016 |
340 |
|
|
2017 |
293 |
|
|
2018 |
238 |
|
|
2019 |
191 |
|
|
Thereafter |
|
1,335 |
|
Total |
$ |
2,794 |
|
|
6. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component
The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the years ended December 31, 2014 and 2013, respectively.
|
Currency |
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Translation |
|
|
for-Sale |
|
|
|
|
|
|
Post Employment |
|
|
|
|
|
||||
|
Adjustments |
|
|
Securities |
|
|
Cash Flow Hedges |
|
|
Benefits |
|
|
Total |
|
||||||
(IN MILLIONS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2013 |
$ |
(124 |
) |
|
$ |
9 |
|
|
$ |
(5 |
) |
|
$ |
(267 |
) |
|
$ |
(387 |
) |
|
Other comprehensive (loss)/income before reclassifications |
|
(301 |
) |
|
|
10 |
|
|
|
(6 |
) |
|
|
(123 |
) |
|
|
(420 |
) |
|
Amounts reclassified from accumulated other comprehensive (loss)/income |
— |
|
|
— |
|
|
9 |
|
|
14 |
|
|
23 |
|
||||||
Net current period other comprehensive (loss)/income |
|
(301 |
) |
|
|
10 |
|
|
|
3 |
|
|
|
(109 |
) |
|
|
(397 |
) |
|
Net current period other comprehensive loss attributable to noncontrolling interest |
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders |
|
(294 |
) |
|
|
10 |
|
|
|
3 |
|
|
|
(109 |
) |
|
|
(390 |
) |
|
Balance December 31, 2014 |
$ |
(418 |
) |
|
$ |
19 |
|
|
$ |
(2 |
) |
|
$ |
(376 |
) |
|
$ |
(777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Translation |
|
|
for-Sale |
|
|
|
|
|
|
Post Employment |
|
|
|
|
|
||||
|
Adjustments |
|
|
Securities |
|
|
Cash Flow Hedges |
|
|
Benefits |
|
|
Total |
|
||||||
(IN MILLIONS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2012 |
$ |
(23 |
) |
|
$ |
— |
|
|
$ |
(13 |
) |
|
$ |
(297 |
) |
|
$ |
(333 |
) |
|
Other comprehensive (loss)/income before reclassifications |
|
(99 |
) |
|
|
9 |
|
|
|
(3 |
) |
|
|
15 |
|
|
|
(78 |
) |
|
Amounts reclassified from accumulated other comprehensive (loss)/income |
— |
|
|
— |
|
|
|
11 |
|
|
|
15 |
|
|
|
26 |
|
|||
Net current period other comprehensive (loss)/income |
|
(99 |
) |
|
|
9 |
|
|
|
8 |
|
|
|
30 |
|
|
|
(52 |
) |
|
Net current period other comprehensive income attributable to noncontrolling interest |
|
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
2 |
|
||||
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders |
|
(101 |
) |
|
|
9 |
|
|
|
8 |
|
|
|
30 |
|
|
|
(54 |
) |
|
Balance December 31, 2013 |
$ |
(124 |
) |
|
$ |
9 |
|
|
$ |
(5 |
) |
|
$ |
(267 |
) |
|
$ |
(387 |
) |
The table below summarizes the reclassification of accumulated other comprehensive loss by component for the years ended December 31, 2014 and 2013, respectively.
|
|
Amount Reclassified from |
|
|
|
|||||
|
|
Accumulated Other |
|
|
|
|||||
(IN MILLIONS) |
|
Comprehensive Loss |
|
|
|
|||||
Details about Accumulated |
|
|
|
|
|
|
|
|
|
Affected Line Item in the |
Other Comprehensive |
|
Year Ended December 31, |
|
|
Consolidated |
|||||
Income components |
|
2014 |
|
|
2013 |
|
|
Statement of Operations |
||
Cash flow hedges |
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
$ |
15 |
|
|
$ |
16 |
|
|
Interest expense |
|
|
|
(6 |
) |
|
|
(5 |
) |
|
Benefit for income taxes |
|
|
$ |
9 |
|
|
$ |
11 |
|
|
Total, net of tax |
Amortization of Post-Employment Benefits |
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
|
$ |
19 |
|
|
$ |
17 |
|
|
(a) |
|
|
|
(5 |
) |
|
|
(2 |
) |
|
Benefit for income taxes |
|
|
$ |
14 |
|
|
$ |
15 |
|
|
Total, net of tax |
Total reclassification for the period |
|
$ |
23 |
|
|
$ |
26 |
|
|
Net of tax |
(a) |
This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
|
7. Property, Plant and Equipment
Property, plant and equipment are carried at historical cost less accumulated depreciation and impairment losses. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives.
Nielsen is required to assess whether the value of our long-lived assets, including the Company’s buildings, improvements, technical and other equipment have been impaired whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Nielsen does not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows expected to be derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires Nielsen to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and our assessments change. There was no impairment noted in any period presented with respect to the Company’s finite long-lived assets.
The following tables summaries the carrying value of our property, plant and equipment including the associated useful lives:
|
|
Estimated |
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
Useful Life |
|
2014 |
|
|
2013 |
|
||
Land and buildings |
|
25-50 years |
|
$ |
352 |
|
|
$ |
350 |
|
Information and communication equipment |
|
3-10 years |
|
|
908 |
|
|
|
809 |
|
Furniture, equipment and other |
|
3-10 years |
|
|
119 |
|
|
|
117 |
|
|
|
|
|
|
1,379 |
|
|
|
1,276 |
|
Less accumulated depreciation and amortization |
|
|
|
|
(846 |
) |
|
|
(716 |
) |
|
|
|
|
$ |
533 |
|
|
$ |
560 |
|
Depreciation and amortization expense from continuing operations related to property, plant and equipment was $162 million, $169 million and $183 million for the years ended December 31, 2014, 2013 and 2012, respectively.
The above amounts include amortization expense on assets under capital leases and other financing obligations of $10 million, $7 million and $7 million for the years ended December 31, 2014, 2013 and 2012, respectively. The net book value of assets under capital leases and other financing obligations was $147 million and $145 million as of December 31, 2014 and 2013, respectively. Capital leases and other financing obligations are comprised primarily of buildings and computer equipment.
Gross and net book value of assets under capital leases were as follows:
(IN MILLIONS) |
|
December 31, 2014 |
|
|||||||||
|
|
Gross Book Value |
|
|
Accumulated Depreciation |
|
|
Net Book Value |
|
|||
Land and buildings |
|
$ |
172 |
|
|
$ |
(60 |
) |
|
$ |
112 |
|
Information and communication equipment |
|
|
56 |
|
|
|
(21 |
) |
|
|
35 |
|
|
|
$ |
228 |
|
|
$ |
(81 |
) |
|
$ |
147 |
|
|
|
December 31, 2013 |
|
|||||||||
|
|
Gross Book Value |
|
|
Accumulated Depreciation |
|
|
Net Book Value |
|
|||
Land and buildings |
|
$ |
184 |
|
|
$ |
(59 |
) |
|
$ |
125 |
|
Information and communication equipment |
|
|
32 |
|
|
|
(12 |
) |
|
|
20 |
|
|
|
$ |
216 |
|
|
$ |
(71 |
) |
|
$ |
145 |
|
|
8. Fair Value Measurements
Nielsen’s financial instruments include cash and cash equivalents, investments, long-term debt and derivative financial instruments. These financial instruments potentially subject Nielsen to concentrations of credit risk. To minimize the risk of credit loss, these financial instruments are primarily held with acknowledged financial institutions. The carrying value of Nielsen’s financial instruments approximate fair value, except for differences with respect to long-term, fixed and variable-rate debt and certain differences relating to investments accounted for at cost. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques. Cash equivalents have original maturities of three months or less.
In addition, the Company has accounts receivable that are not collateralized. The Buy and Watch segments service high quality clients dispersed across many geographic areas. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends in determining the allowance for doubtful accounts.
Investments include available-for-sale securities carried at fair value, or at cost if not publicly traded, investments in affiliates, and a trading asset portfolio maintained to generate returns to offset changes in certain liabilities related to deferred compensation arrangements. For the available-for-sale securities, any unrealized holding gains and losses, net of deferred income taxes, are excluded from operating results and are recognized in stockholders’ equity as a component of accumulated other comprehensive income/(loss) net, until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence. For the year ended December 31, 2012, the Company recorded a $6 million impairment in other expense, net in the consolidated statement of operations, for a decline in value of an investment in an equity security that was determined to be other-than-temporary. No such impairment was recorded for the years ended December 31, 2014 and 2013.
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.
There are three levels of inputs that may be used to measure fair value:
Level 1: |
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
Level 2: |
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
Level 3: |
|
Pricing inputs that are generally unobservable and may not be corroborated by market data. |
Financial Assets and Liabilities Measured on a Recurring Basis
The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.
The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013:
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
(IN MILLIONS) |
|
2014 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in equity securities (1) |
|
$ |
45 |
|
|
$ |
45 |
|
|
— |
|
|
— |
|
Plan assets for deferred compensation (2) |
|
|
28 |
|
|
|
28 |
|
|
— |
|
|
— |
|
Investment in mutual funds (3) |
|
|
2 |
|
|
|
2 |
|
|
— |
|
|
— |
|
Interest rate swap arrangements (4) |
|
|
1 |
|
|
— |
|
|
|
1 |
|
|
— |
|
Total |
|
$ |
76 |
|
|
$ |
75 |
|
|
$ |
1 |
|
|
— |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap arrangements (4) |
|
$ |
6 |
|
|
— |
|
|
$ |
6 |
|
|
— |
|
Deferred compensation liabilities (5) |
|
|
28 |
|
|
|
28 |
|
|
— |
|
|
— |
|
Total |
|
$ |
34 |
|
|
$ |
28 |
|
|
$ |
6 |
|
|
— |
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in equity securities (1) |
|
$ |
28 |
|
|
$ |
28 |
|
|
— |
|
|
— |
|
Plan assets for deferred compensation (2) |
|
|
25 |
|
|
|
25 |
|
|
— |
|
|
— |
|
Investment in mutual funds (3) |
|
|
2 |
|
|
|
2 |
|
|
— |
|
|
— |
|
Total |
|
$ |
55 |
|
|
$ |
55 |
|
|
— |
|
|
— |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap arrangements (4) |
|
$ |
10 |
|
|
— |
|
|
$ |
10 |
|
|
— |
|
Deferred compensation liabilities (5) |
|
|
25 |
|
|
|
25 |
|
|
— |
|
|
— |
|
Total |
|
$ |
35 |
|
|
$ |
25 |
|
|
$ |
10 |
|
|
— |
(1) |
Investments in equity securities are carried at fair value, which is based on the quoted market price at period end in an active market. These investments are classified as available-for-sale with any unrealized gains or losses resulting from changes in fair value recorded, net of tax, as a component of accumulated other comprehensive income/(loss) until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence. No impairment charge was recorded for these available-for-sale securities during the years ended December 31, 2014 or 2013. |
(2) |
Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net in the consolidated statements of operations. |
(3) |
Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. |
(4) |
Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. |
(5) |
The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. |
Derivative Financial Instruments
Nielsen uses interest rate swap derivative instruments principally to manage the risk that changes in interest rates will affect the cash flows of its underlying debt obligations.
To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss).
Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 11 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.
It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At December 31, 2014, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.
Interest Rate Risk
Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction.
In November 2014, the Company entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in May 2016. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.78%. This derivative instrument has been designated as interest rate cash flow hedge.
In November 2014, the Company entered into a $250 million in notional amount of two-year forward interest swap agreement with a starting date in September 2015. This agreement fixes the LIBOR-related portion of the interest rate of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.26%. This derivative instrument has been designated as interest rate cash flow hedge.
In October and November 2013, the Company entered into $1,000 million in aggregate notional amount of three-year interest rate swap agreements with starting dates in November 2013. These agreements fix the LIBOR related portion of interest rates of a corresponding amount of our variable-rate debt at a weighted average rate of 0.46%. The commencement date of these interest rate swaps coincided with the $1,000 million aggregate notional amount of interest rate swaps that matured in November 2013. These derivative instruments have been designated as interest rate cash flow hedges.
In July 2013, the Company entered into $575 million in aggregate notional amount of three-year interest swap agreements with starting dates in July 2013. These agreements fix the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 0.67%. These derivative instruments have been designated as interest rate cash flow hedges.
In November 2012, the Company entered into $500 million in aggregate notional amount of four-year interest rate swap agreements with starting dates in November 2012. These agreements fix the LIBOR related portion of interest rates of a corresponding amount of our variable-rate debt at a weighted average rate of 0.57%. The commencement date of these interest rate swaps coincided with the $500 million aggregate notional amount of interest rate swaps that matured in November 2012. These derivative instruments have been designated as interest rate cash flow hedges.
In November 2011, the Company entered into a $125 million notional amount and a €125 million notional amount of four-year interest rate swap agreements with starting dates in November 2011. These agreements fix the LIBOR and Euro LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at a rate of 0.84% and 1.30%, respectively. These derivative instruments have been designated as interest rate cash flow hedges.
In August 2011, the Company entered into $250 million in aggregate notional amount of four-year forward interest swap agreements with starting dates in September 2011. These agreements fix the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 0.84%. These derivative instruments have been designated as interest rate cash flow hedges.
Nielsen expects to recognize approximately $8 million of net pre-tax losses from accumulated other comprehensive loss to interest expense in the next 12 months associated with its interest-related derivative financial instruments.
As of December 31, 2014 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:
|
Notional Amount |
|
|
Maturity Date |
|
|
Currency |
|
|||
Interest rate swaps designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
250,000,000 |
|
|
|
September 2015 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
125,000,000 |
|
|
|
November 2015 |
|
|
|
US Dollar |
|
Euro term loan floating-to-fixed rate swaps |
€ |
125,000,000 |
|
|
|
November 2015 |
|
|
|
Euro |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
1,575,000,000 |
|
|
|
May 2016 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
500,000,000 |
|
|
|
November 2016 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
250,000,000 |
|
|
|
September 2017 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
250,000,000 |
|
|
|
May 2018 |
|
|
|
US Dollar |
|
Foreign Currency Risk
Nielsen has managed its exposure to changes in foreign currency exchange rates attributable to certain of its long-term debt through the use of foreign currency swap derivative instruments. When the derivative financial instrument is deemed to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive loss and recognized contemporaneously with the earnings effects of the hedged item.
See Note 11 – “Long-term Debt and Other Financing Arrangements” for more information on the long-term debt transactions referenced in this note.
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
The fair values of the Company’s derivative instruments as of December 31, 2014 and December 31, 2013 were as follows:
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
||||||||||||||
|
|
|
|
|
|
Accounts Payable |
|
|
|
|
|
|
Accounts Payable |
|
|
|
|
|
||
Derivatives Designated as Hedging |
|
Other Non- |
|
|
and Other |
|
|
Other Non- |
|
|
and Other |
|
|
Other Non- |
|
|||||
(IN MILLIONS) |
|
Current Assets |
|
|
Liabilities |
|
|
Liabilities |
|
|
Liabilities |
|
|
Liabilities |
|
|||||
Interest rate swaps |
|
$ |
1 |
|
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
2 |
|
|
$ |
8 |
|
Derivatives in Cash Flow Hedging Relationships
The pre-tax effect of derivative instruments in cash flow hedging relationships for the years ended December 31, 2014, 2013 and 2012 was as follows (amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Amount of Loss |
|
|
|
|
Amount of Loss |
|
||||||||||||||||||
|
|
Recognized in OCI |
|
|
Location of Loss |
|
Reclassified from OCI |
|
||||||||||||||||||
|
|
on Derivatives |
|
|
Reclassified from OCI |
|
into Income |
|
||||||||||||||||||
Derivatives in Cash Flow |
|
(Effective Portion) |
|
|
into Income |
|
(Effective Portion) |
|
||||||||||||||||||
Hedging Relationships |
|
December 31, |
|
|
(Effective Portion) |
|
December 31, |
|
||||||||||||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
||||||
Interest rate swaps |
|
$ |
10 |
|
|
$ |
4 |
|
|
$ |
23 |
|
|
Interest expense |
|
$ |
15 |
|
|
$ |
16 |
|
|
$ |
25 |
|
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company is required, on a nonrecurring basis, to adjust the carrying value for certain assets using fair value measurements. The Company’s equity method investments, cost method investments, and non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.
The Company did not measure any material non-financial assets or liabilities at fair value during the years ended December 31, 2014 or 2013.
|
9. Restructuring Activities
Restructuring charges primarily relate to employee separation packages. The amounts are calculated based on salary levels and past service periods. Severance costs are generally charged to earnings when the employee is notified of the offer.
A summary of the changes in the liabilities for restructuring activities is provided below:
|
|
Total |
|
|
(IN MILLIONS) |
|
Initiatives |
|
|
Balance at December 31, 2011 |
|
$ |
67 |
|
Charges |
|
|
85 |
|
Non cash charges and other adjustments |
|
|
(6 |
) |
Payments |
|
|
(82 |
) |
Balance at December 31, 2012 |
|
|
64 |
|
Charges |
|
|
119 |
|
Non cash charges and other adjustments |
|
|
(4 |
) |
Payments |
|
|
(80 |
) |
Balance at December 31, 2013 |
|
|
99 |
|
Charges |
|
|
89 |
|
Non cash charges and other adjustments |
|
|
(3 |
) |
Payments |
|
|
(113 |
) |
Balance at December 30, 2014 |
|
$ |
72 |
|
Of the $72 million in remaining liabilities for restructuring actions, $60 million is expected to be paid within one year and is classified as a current liability within the consolidated financial statements as of December 31, 2014.
Productivity Initiatives
The Company recorded $89 million in restructuring charges primarily relating to employee severance associated with productivity initiatives during the year ended December 31, 2014.
The Company recorded $119 million in restructuring charges associated with productivity initiatives during the year ended December 31, 2013. The charges primarily related to employee severance associated with productivity initiatives and contract termination costs.
The Company recorded $85 million in restructuring charges associated with productivity initiatives during the year ended December 31, 2012. Of these amounts, $5 million related to property lease termination charges with the remainder relating to severance costs associated with employee terminations.
|
10. Pensions and Other Post-Retirement Benefits
Nielsen provides a number of retirement benefits to our employees, including defined benefit pension plans and post-retirement medical plans. Pension costs, in respect of defined benefit pension plans, primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Differences between this expected return and the actual return on these plan assets and actuarial changes are not recognized in the statement of operations, unless the accumulated differences and changes exceed a certain threshold. Nielsen recognizes obligations for contributions to defined contribution pension plans as expenses in the statement of operations as they are incurred.
The determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, the expected return on plan assets and the assumed rate of compensation increases. Nielsen provides retiree medical benefits to a limited number of participants in the U.S. and have ceased to provide retiree health care benefits to certain of our Dutch retirees. Therefore, retiree medical care cost trend rates are not a significant driver of our post retirement costs. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as turnover, retirement and longevity rates. Management reviews these assumptions periodically and updates them as necessary.
The discount rate is the rate at which the benefit obligations could be effectively settled. For our U.S. plans, the discount rate is based on a bond portfolio that includes only long-term bonds with an Aa rating, or equivalent, from a major rating agency. For the Dutch and other non-U.S. plans, the discount rate is set by reference to market yields on high-quality corporate bonds. Nielsen believes the timing and amount of cash flows related to the bonds in these portfolios are expected to match the estimated payment benefit streams of our plans.
To determine the expected long-term rate of return on pension plan assets, we consider, for each country, the structure of the asset portfolio and the expected rates of return for each of the components. For Nielsen’s U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on our principal plans by approximately $1 million per year. A similar 50 basis point decrease in the expected return on assets would increase pension expense on our principal Dutch plans by approximately $3 million per year. The Company assumed that the weighted-averages of long-term returns on our pension plans were 6.0%, 6.0% and 6.2% for the years ended December 31, 2014, 2013 and 2012, respectively. The actual return on plan assets will vary year to year from this assumption. Although the actual return on plan assets will vary from year to year, Nielsen believes it is appropriate to use long-term expected forecasts in selecting our expected return on plan assets. As such, there can be no assurance that the Company’s actual return on plan assets will approximate the long-term expected forecasts.
Nielsen sponsors both funded and unfunded defined benefit pension plans (the “Pension Plans”) for some of its employees in the Netherlands, the United States and other international locations.
A summary of the activity for the Pension Plans follows:
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, 2014 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Change in projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of period |
|
$ |
761 |
|
|
$ |
336 |
|
|
$ |
643 |
|
|
$ |
1,740 |
|
Service cost |
|
|
4 |
|
|
1 |
|
|
|
14 |
|
|
|
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
16 |
|
|
|
26 |
|
|
|
67 |
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Actuarial losses |
|
|
137 |
|
|
52 |
|
|
131 |
|
|
320 |
|
|||
Benefits paid |
|
(35 |
) |
|
(12 |
) |
|
(22 |
) |
|
(69 |
) |
||||
Expenses paid |
|
(2 |
) |
|
— |
|
|
(3 |
) |
|
(5 |
) |
||||
Premiums paid |
|
— |
|
|
— |
|
|
(1 |
) |
|
(1 |
) |
||||
Amendments |
|
(4 |
) |
|
— |
|
|
— |
|
|
(4 |
) |
||||
Curtailments |
|
— |
|
|
(1 |
) |
|
— |
|
|
(1 |
) |
||||
Settlements |
|
— |
|
|
(12 |
) |
|
(29 |
) |
|
(41 |
) |
||||
Effect of foreign currency translation |
|
|
(102 |
) |
|
— |
|
|
|
(63 |
) |
|
|
(165 |
) |
|
Benefit obligation at end of period |
|
|
784 |
|
|
|
380 |
|
|
|
698 |
|
|
|
1,862 |
|
Change in plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period |
|
|
736 |
|
|
|
298 |
|
|
|
554 |
|
|
|
1,588 |
|
Actual return on plan assets |
|
|
90 |
|
|
|
26 |
|
|
|
86 |
|
|
|
202 |
|
Employer contributions |
|
|
11 |
|
|
1 |
|
|
|
23 |
|
|
|
35 |
|
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Benefits paid |
|
(35 |
) |
|
(12 |
) |
|
(22 |
) |
|
(69 |
) |
||||
Expenses paid |
|
(2 |
) |
|
— |
|
|
(3 |
) |
|
(5 |
) |
||||
Premiums paid |
|
— |
|
|
— |
|
|
(1 |
) |
|
(1 |
) |
||||
Settlements |
|
— |
|
|
(12 |
) |
|
(29 |
) |
|
(41 |
) |
||||
Insurance |
|
6 |
|
|
|
— |
|
|
— |
|
|
|
6 |
|
||
Effect of foreign currency translation |
|
|
(95 |
) |
|
— |
|
|
|
(48 |
) |
|
|
(143 |
) |
|
Fair value of plan assets at end of period |
|
|
711 |
|
|
|
301 |
|
|
|
562 |
|
|
|
1,574 |
|
Funded status |
|
$ |
(73 |
) |
|
$ |
(79 |
) |
|
$ |
(136 |
) |
|
$ |
(288 |
) |
Amounts recognized in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension assets included in other non-current assets |
|
— |
|
|
— |
|
|
|
35 |
|
|
|
35 |
|
||
Current liabilities |
|
— |
|
|
(1 |
) |
|
(2 |
) |
|
(3 |
) |
||||
Accrued benefit liability included in other non-current liabilities |
|
(73 |
) |
|
(78 |
) |
|
(169 |
) |
|
(320 |
) |
||||
Net amount recognized |
|
$ |
(73 |
) |
|
$ |
(79 |
) |
|
$ |
(136 |
) |
|
$ |
(288 |
) |
Amounts recognized in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
45 |
|
|
$ |
46 |
|
|
$ |
65 |
|
|
$ |
156 |
|
Settlement loss |
|
|
— |
|
|
|
(1 |
) |
|
|
(6 |
) |
|
|
(7 |
) |
Amortization of net loss |
|
(5 |
) |
|
(4 |
) |
|
(3 |
) |
|
(12 |
) |
||||
Total recognized in other comprehensive income/(loss) |
|
$ |
40 |
|
|
$ |
41 |
|
|
$ |
56 |
|
|
$ |
137 |
|
Amounts not yet reflected in net periodic benefit cost and included in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized losses |
|
$ |
223 |
|
|
$ |
96 |
|
|
$ |
144 |
|
|
$ |
463 |
|
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, 2013 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Change in projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of period |
|
$ |
727 |
|
|
$ |
295 |
|
|
$ |
664 |
|
|
$ |
1,686 |
|
Service cost |
|
|
4 |
|
|
— |
|
|
|
15 |
|
|
|
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
13 |
|
|
|
24 |
|
|
|
62 |
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Actuarial losses/(gains) |
|
|
12 |
|
|
|
(8 |
) |
|
|
(27 |
) |
|
|
(23 |
) |
Benefits paid |
|
|
(35 |
) |
|
|
(11 |
) |
|
|
(21 |
) |
|
|
(67 |
) |
Expenses paid |
|
|
(2 |
) |
|
— |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
Premiums paid |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Amendments |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Curtailments |
|
— |
|
|
— |
|
|
|
(13 |
) |
|
|
(13 |
) |
||
Settlements |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
(1 |
) |
|||
Acquisition |
|
— |
|
|
|
47 |
|
|
— |
|
|
|
47 |
|
||
Effect of foreign currency translation |
|
|
30 |
|
|
— |
|
|
|
5 |
|
|
|
35 |
|
|
Benefit obligation at end of period |
|
|
761 |
|
|
|
336 |
|
|
|
643 |
|
|
|
1,740 |
|
Change in plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period |
|
|
707 |
|
|
|
248 |
|
|
|
486 |
|
|
|
1,441 |
|
Actual return on plan assets |
|
|
28 |
|
|
|
25 |
|
|
|
46 |
|
|
|
99 |
|
Employer contributions |
|
|
8 |
|
|
— |
|
|
|
43 |
|
|
|
51 |
|
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Benefits paid |
|
|
(35 |
) |
|
|
(11 |
) |
|
|
(21 |
) |
|
|
(67 |
) |
Expenses paid |
|
|
(2 |
) |
|
— |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
Premiums paid |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Settlements |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Acquisition |
|
— |
|
|
|
36 |
|
|
— |
|
|
|
36 |
|
||
Effect of foreign currency translation |
|
|
30 |
|
|
— |
|
|
|
3 |
|
|
|
33 |
|
|
Fair value of plan assets at end of period |
|
|
736 |
|
|
|
298 |
|
|
|
554 |
|
|
|
1,588 |
|
Funded status |
|
$ |
(25 |
) |
|
$ |
(38 |
) |
|
$ |
(89 |
) |
|
$ |
(152 |
) |
Amounts recognized in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension assets included in other non-current assets |
|
— |
|
|
— |
|
|
|
40 |
|
|
|
40 |
|
||
Current liabilities |
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
Accrued benefit liability included in other non-current liabilities |
|
|
(25 |
) |
|
|
(37 |
) |
|
|
(128 |
) |
|
|
(190 |
) |
Net amount recognized |
|
$ |
(25 |
) |
|
$ |
(38 |
) |
|
$ |
(89 |
) |
|
$ |
(152 |
) |
Amounts recognized in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss/(gain) |
|
$ |
24 |
|
|
$ |
(14 |
) |
|
$ |
(56 |
) |
|
$ |
(46 |
) |
Amortization of net loss |
|
|
(6 |
) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
(17 |
) |
Total recognized in other comprehensive income/(loss) |
|
$ |
18 |
|
|
$ |
(19 |
) |
|
$ |
(62 |
) |
|
$ |
(63 |
) |
Amounts not yet reflected in net periodic benefit cost and included in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized losses |
|
$ |
183 |
|
|
$ |
55 |
|
|
$ |
88 |
|
|
$ |
326 |
|
The total accumulated benefit obligation and minimum liability changes for the Pension Plans were as follows:
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Accumulated benefit obligation. |
|
$ |
1,803 |
|
|
$ |
1,683 |
|
|
$ |
1,618 |
|
|
|
Pension Plans with Accumulated |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2014 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
784 |
|
|
$ |
380 |
|
|
$ |
590 |
|
|
$ |
1,754 |
|
Accumulated benefit obligation |
|
783 |
|
|
380 |
|
|
537 |
|
|
|
1,700 |
|
|||
Fair value of plan assets |
|
711 |
|
|
301 |
|
|
419 |
|
|
|
1,431 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans with Projected |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2014 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
784 |
|
|
$ |
380 |
|
|
$ |
590 |
|
|
$ |
1,754 |
|
Accumulated benefit obligation |
|
783 |
|
|
380 |
|
|
537 |
|
|
|
1,700 |
|
|||
Fair value of plan assets |
|
711 |
|
|
301 |
|
|
419 |
|
|
|
1,431 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans with Accumulated |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2013 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
761 |
|
|
$ |
336 |
|
|
$ |
524 |
|
|
$ |
1,621 |
|
Accumulated benefit obligation |
|
756 |
|
|
334 |
|
|
477 |
|
|
|
1,567 |
|
|||
Fair value of plan assets |
|
736 |
|
|
298 |
|
|
395 |
|
|
|
1,429 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans with Projected |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2013 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
761 |
|
|
$ |
336 |
|
|
$ |
524 |
|
|
$ |
1,621 |
|
Accumulated benefit obligation |
|
756 |
|
|
334 |
|
|
477 |
|
|
|
1,567 |
|
|||
Fair value of plan assets |
|
736 |
|
|
298 |
|
|
395 |
|
|
|
1,429 |
|
Net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012, respectively, includes the following components:
|
|
Net Periodic Pension Costs |
|
||||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
|||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
|||||
Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
4 |
|
|
$ |
1 |
|
|
$ |
14 |
|
|
$ |
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
16 |
|
|
|
26 |
|
|
|
67 |
|
|
Expected return on plan assets |
|
|
(35 |
) |
|
|
(21 |
) |
|
|
(35 |
) |
|
|
(91 |
) |
|
Settlement loss recognized |
|
|
— |
|
|
|
1 |
|
|
|
6 |
|
|
|
7 |
|
|
Amortization of net loss |
|
|
5 |
|
|
|
4 |
|
|
|
3 |
|
|
|
12 |
|
|
Net periodic pension cost |
|
$ |
(1 |
) |
|
$ |
1 |
|
|
$ |
14 |
|
|
$ |
14 |
|
|
Year ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
15 |
|
|
$ |
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
13 |
|
|
|
24 |
|
|
|
62 |
|
|
Expected return on plan assets |
|
|
(34 |
) |
|
|
(18 |
) |
|
|
(31 |
) |
|
|
(83 |
) |
|
Amortization of net loss |
|
|
6 |
|
|
|
5 |
|
|
|
6 |
|
|
|
17 |
|
|
Net periodic pension cost |
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
14 |
|
|
$ |
15 |
|
|
Year ended December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
14 |
|
|
$ |
17 |
|
|
Interest cost |
|
|
28 |
|
|
|
13 |
|
|
|
25 |
|
|
|
66 |
|
|
Expected return on plan assets |
|
|
(34 |
) |
|
|
(18 |
) |
|
|
(29 |
) |
|
|
(81 |
) |
|
Amortization of net loss |
|
|
3 |
|
|
|
4 |
|
|
|
4 |
|
|
|
11 |
|
|
Net periodic pension cost |
|
$ |
— |
|
|
$ |
(1 |
) |
|
$ |
14 |
|
|
$ |
13 |
|
The settlement losses of $7 million in 2014 resulted from annuity purchases for existing retirees in Canada of $5 million, and restructuring actions in Mexico and the US of $1 million, respectively.
The deferred loss included as a component of accumulated other comprehensive income/(loss) that is expected to be recognized as a component of net periodic benefit cost during 2015 is as follows:
|
|
The |
|
|
United |
|
|
Other |
|
|
Total |
|
||||
Net actuarial loss |
|
$ |
(9 |
) |
|
$ |
(7 |
) |
|
$ |
(8 |
) |
|
$ |
(24 |
) |
Actuarial gains and losses are amortized over the average remaining service lives for plans with active participants, and over the average remaining lives for legacy plans with no active participants.
The weighted average assumptions underlying the pension computations were as follows:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Pension benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
—discount rate |
|
|
2.8 |
% |
|
|
4.1 |
% |
|
|
3.8 |
% |
—rate of compensation increase |
|
|
2.0 |
% |
|
|
2.1 |
% |
|
|
2.1 |
% |
Net periodic pension costs: |
|
|
|
|
|
|
|
|
|
|
|
|
—discount rate |
|
|
4.1 |
% |
|
|
3.8 |
% |
|
|
4.7 |
% |
—rate of compensation increase |
|
|
2.1 |
% |
|
|
2.1 |
% |
|
|
2.0 |
% |
—expected long-term return on plan assets |
|
|
6.0 |
% |
|
|
6.0 |
% |
|
|
6.2 |
% |
The assumptions for the expected return on plan assets for the Pension Plans were based on a review of the historical returns of the asset classes in which the assets of the Pension Plans are invested and long-term economic forecast for the type of investments held by the plans. The historical returns on these asset classes were weighted based on the expected long-term allocation of the assets of the Pension Plans.
Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
|
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
At December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
24 |
% |
|
|
58 |
% |
|
|
44 |
% |
|
|
37 |
% |
Fixed income securities |
|
61 |
|
|
33 |
|
|
49 |
|
|
51 |
|
||||
Other |
|
15 |
|
|
9 |
|
|
7 |
|
|
12 |
|
||||
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
At December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
24 |
% |
|
|
62 |
% |
|
|
50 |
% |
|
|
40 |
% |
Fixed income securities |
|
61 |
|
|
37 |
|
|
43 |
|
|
50 |
|
||||
Other |
|
15 |
|
|
1 |
|
|
7 |
|
|
10 |
|
||||
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
No Nielsen shares are held by the Pension Plans.
Nielsen’s primary objective with regard to the investment of the Pension Plans’ assets is to ensure that in each individual plan, sufficient funds are available to satisfy future benefit obligations. For this purpose, asset and liability management studies are made periodically at each pension fund. For each of the Pension Plans, an appropriate mix is determined on the basis of the outcome of these studies, taking into account the national rules and regulations. The overall target asset allocation among all plans for 2014 was 40% equity securities and 57% long-term interest-earning investments (debt or fixed income securities), and 3% other investments.
Equity securities primarily include investments in U.S. and non U.S. companies. Fixed income securities include corporate bonds of companies from diversified industries and mortgage-backed securities. Other types of investments are primarily insurance contracts.
Assets at fair value (See Note 8 – “Fair Value Measurements” for additional information on fair value measurement and the underlying fair value hierarchy) as of December 31, 2014 and 2013 are as follows:
(IN MILLIONS) |
|
December 31, 2014 |
|
|
|
December 31, 2013 |
|
||||||||||||||||||||||||||
Asset Category |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Cash and equivalents |
|
$ |
37 |
|
|
$ |
1 |
|
$ |
— |
|
|
$ |
38 |
|
|
|
$ |
15 |
|
|
$ |
4 |
|
$ |
— |
|
|
$ |
19 |
|
||
Equity securities – U.S. |
|
|
80 |
|
|
|
13 |
|
|
— |
|
|
|
93 |
|
|
|
|
80 |
|
|
|
72 |
|
|
— |
|
|
|
152 |
|
||
Equity securities – Global. |
|
|
4 |
|
|
|
292 |
|
|
— |
|
|
|
296 |
|
|
|
|
7 |
|
|
|
191 |
|
|
— |
|
|
|
198 |
|
||
Equity securities – non-U.S. |
|
|
29 |
|
|
|
171 |
|
|
— |
|
|
|
200 |
|
|
|
|
31 |
|
|
|
256 |
|
|
— |
|
|
|
287 |
|
||
Real estate |
|
— |
|
|
— |
|
|
|
39 |
|
|
|
39 |
|
|
|
— |
|
|
— |
|
|
|
39 |
|
|
|
39 |
|
||||
Corporate bonds |
|
|
111 |
|
|
|
413 |
|
|
— |
|
|
|
524 |
|
|
|
|
104 |
|
|
|
441 |
|
|
— |
|
|
|
545 |
|
||
Debt issued by national, state or local government |
|
|
55 |
|
|
|
225 |
|
|
— |
|
|
|
280 |
|
|
|
|
46 |
|
|
|
201 |
|
|
— |
|
|
|
247 |
|
||
Other |
|
— |
|
|
|
16 |
|
|
|
88 |
|
|
|
104 |
|
|
|
— |
|
|
|
20 |
|
|
|
81 |
|
|
|
101 |
|
||
Total Assets at Fair Value |
|
$ |
316 |
|
|
$ |
1,131 |
|
|
$ |
127 |
|
|
$ |
1,574 |
|
|
|
$ |
283 |
|
|
$ |
1,185 |
|
|
$ |
120 |
|
|
$ |
1,588 |
|
The following is a summary of changes in the fair value of the Pension Plans’ Level 3 assets for the years ended December 31, 2014 and 2013:
(IN MILLIONS) |
|
Real Estate |
|
|
Other |
|
|
Total |
|
|||
Balance, end of year December 31, 2012 |
|
$ |
32 |
|
|
$ |
77 |
|
|
$ |
109 |
|
Actual return on plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
6 |
|
|
|
— |
|
|
|
6 |
|
|
Unrealized gains |
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
Effect of foreign currency translation |
|
1 |
|
|
|
3 |
|
|
|
4 |
|
|
Balance, end of year December 31, 2013 |
|
$ |
39 |
|
|
$ |
81 |
|
|
$ |
120 |
|
Actual return on plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
4 |
|
|
|
— |
|
|
|
4 |
|
Unrealized gains |
|
— |
|
|
|
17 |
|
|
|
17 |
|
|
Effect of foreign currency translation |
|
(4 |
) |
|
|
(10 |
) |
|
|
(14 |
) |
|
Balance, end of year December 31, 2014 |
|
$ |
39 |
|
|
$ |
88 |
|
|
$ |
127 |
|
Real estate investment valuations require significant judgment due to the absence of quoted market prices, the inherent lack of liquidity and the long-term nature of such assets. These assets are initially valued at cost and are reviewed periodically utilizing available and relevant market data to determine if the carrying value of these assets should be adjusted. The valuation methodology is applied consistently from period to period.
Other types of investments categorized as Level 3 are primarily insurance contracts and are valued based on contractual terms.
Contributions to the Pension Plans in 2015 are expected to be approximately $6 million for the Dutch plan, $1 million for the U.S. plan and $21 million for other plans.
Estimated future benefit payments are as follows:
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
For the years ending December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
32 |
|
|
$ |
18 |
|
|
$ |
21 |
|
|
$ |
71 |
|
2016 |
|
|
33 |
|
|
|
14 |
|
|
|
21 |
|
|
|
68 |
|
2017 |
|
|
33 |
|
|
|
14 |
|
|
|
23 |
|
|
|
70 |
|
2018 |
|
|
33 |
|
|
|
15 |
|
|
|
23 |
|
|
|
71 |
|
2019 |
|
|
33 |
|
|
|
15 |
|
|
|
24 |
|
|
|
72 |
|
2020-2024 |
|
|
167 |
|
|
|
88 |
|
|
|
143 |
|
|
|
398 |
|
Defined Contribution Plans
Nielsen also offers defined contribution plans to certain participants, primarily in the United States. Nielsen’s expense related to these plans was $45 million, $39 million and $37 million for the years ended December 31, 2014, 2013 and 2012, respectively. In the United States, Nielsen contributes cash to each employee’s account in an amount up to 3% of compensation (subject to IRS limitations); this contribution was increased to 4% upon the freeze of the U.S. defined benefit pension plan in 2006, and was decreased to 3% effective June 8, 2009. No contributions are made in shares of the Company’s common stock.
|
11. Long-term Debt and Other Financing Arrangements
Unless otherwise stated, interest rates are as of December 31, 2014.
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
||||||||||||||||||
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
||
|
|
Interest |
|
|
Carrying |
|
|
Fair |
|
|
Interest |
|
|
Carrying |
|
|
Fair |
|
||||||
(IN MILLIONS) |
|
Rate |
|
|
Amount |
|
|
Value |
|
|
Rate |
|
|
Amount |
|
|
Value |
|
||||||
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.90%) due 2016 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
2,507 |
|
|
|
2,512 |
|
||
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.15%) due 2017 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
1,115 |
|
|
|
1,113 |
|
||
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.16% ) due 2019 |
|
|
|
|
|
|
1,542 |
|
|
|
1,533 |
|
|
|
|
|
|
— |
|
|
— |
|
||
$500 million Senior secured term loan (LIBOR based variable rate of 2.41% ) due 2017 |
|
|
|
|
|
|
497 |
|
|
|
493 |
|
|
|
|
|
|
— |
|
|
— |
|
||
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.16% ) due 2021 |
|
|
|
|
|
|
1,094 |
|
|
|
1,088 |
|
|
|
|
|
|
— |
|
|
— |
|
||
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.01%) due 2021 |
|
|
|
|
|
|
345 |
|
|
|
343 |
|
|
|
|
|
|
— |
|
|
— |
|
||
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.15%) due 2022 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
394 |
|
|
|
395 |
|
||
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019 |
|
|
|
|
|
|
280 |
|
|
|
274 |
|
|
|
|
|
|
— |
|
|
— |
|
||
Total senior secured credit facilities (with weighted-average interest rate) |
|
|
2.65 |
% |
|
|
3,758 |
|
|
|
3,731 |
|
|
|
2.89 |
% |
|
|
4,016 |
|
|
|
4,020 |
|
$1,080 million 7.75% senior debenture loan due 2018 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
1,083 |
|
|
|
1,172 |
|
||
$800 million 4.50% senior debenture loan due 2020 |
|
|
|
|
|
|
800 |
|
|
|
801 |
|
|
|
|
|
|
|
800 |
|
|
|
779 |
|
$1,550 million 5.00% senior debenture loan due 2022 |
|
|
|
|
|
|
1,553 |
|
|
|
1,554 |
|
|
|
|
|
|
— |
|
|
— |
|
||
$625 million 5.50% senior debenture loan due 2021 |
|
|
|
|
|
|
625 |
|
|
|
633 |
|
|
|
|
|
|
|
625 |
|
|
|
636 |
|
Total debenture loans (with weighted-average interest rate) |
|
|
5.23 |
% |
|
|
2,978 |
|
|
|
2,988 |
|
|
|
6.51 |
% |
|
|
2,508 |
|
|
|
2,587 |
|
Other loans |
|
|
|
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
5 |
|
|
|
5 |
|
Total long-term debt |
|
|
3.79 |
% |
|
|
6,744 |
|
|
|
6,727 |
|
|
|
4.28 |
% |
|
|
6,529 |
|
|
|
6,612 |
|
Capital lease and other financing obligations |
|
|
|
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
|
|
Total debt and other financing arrangements |
|
|
|
|
|
|
6,862 |
|
|
|
|
|
|
|
|
|
|
|
6,640 |
|
|
|
|
|
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings |
|
|
|
|
|
|
397 |
|
|
|
|
|
|
|
|
|
|
|
148 |
|
|
|
|
|
Non-current portion of long-term debt and capital lease and other financing obligations |
|
|
|
|
|
$ |
6,465 |
|
|
|
|
|
|
|
|
|
|
$ |
6,492 |
|
|
|
|
|
The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively.
The carrying value of Nielsen’s long-term debt are denominated in the following currencies:
|
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
U.S. Dollars |
|
$ |
6,399 |
|
|
$ |
6,135 |
|
Euro |
|
|
345 |
|
|
|
394 |
|
|
|
$ |
6,744 |
|
|
$ |
6,529 |
|
Annual maturities of Nielsen’s long-term debt are as follows:
(IN MILLIONS) |
|
|
|
|
2015 |
|
$ |
379 |
|
2016 |
|
$ |
128 |
|
2017 |
|
$ |
640 |
|
2018 |
|
$ |
212 |
|
2019 |
|
$ |
1,042 |
|
Thereafter |
|
$ |
4,343 |
|
|
|
$ |
6,744 |
|
Common Stock and Mandatory Convertible Bond Offerings and Related Transactions
On January 31, 2011, Nielsen completed an initial public offering of 82,142,858 shares of its €0.07 par value common stock at a price of $23.00 per share, generating proceeds of approximately $1,801 million, net of $88 million of underwriter discounts.
Concurrent with its offering of common stock, the Company issued $288 million in aggregate principal amount of 6.25% Mandatory Convertible Subordinated Bonds due February 1, 2013 (“the Bonds”), generating proceeds of approximately $277 million, net of $11 million of underwriter discounts. On February 1, 2013, the Bonds were converted into 10,416,700 shares of Nielsen’s common stock at per share price of $27.60.
Senior Secured Credit Facilities
Term Loan Facilities
In August 2006, certain of Nielsen’s subsidiaries entered into the Senior Secured Credit Agreement that was amended and restated in June 2009, February 2012 and February 2013. The Senior Secured Credit Agreement provides for term loan facilities as shown in the table above.
In February 2012, the Senior Secured Credit Agreement was amended and restated to provide for a new five-year amortizing term loan facility in an aggregate principal amount of $1,222 million, the proceeds from which were used to repay a corresponding amount of the existing senior secured term loans due 2013. Borrowings under this new term loan facility bear interest at a rate as determined by the type of borrowing, equal to either the “base rate” or LIBOR rate, plus, in each case, an applicable margin. The applicable margin on base rate loans under this new term loan facility ranges from 0.75% to 1.50% based on a total leverage ratio. The applicable margin on LIBOR loans under this new term loan facility ranges from 1.75% to 2.50% based on the total leverage ratio. Loans under this new term loan facility mature in full in February 2017, but the maturity date shall be January 2016 if at such time there is more than $750 million in the aggregate of existing other term loans under the Senior Secured Credit Agreement with a maturity of May 2016. The loans under this new term loan facility are required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 10% in the third year, 10% in the fourth year and 70% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.33% of the original principal amount of loans in each of the first three quarters and the remaining principal balance due in February 2017 (unless repayment is required in January 2016 as indicated above)). Loans under this new term loan facility are secured on a pari passu basis with the Company’s existing obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.
In February 2013, the Second Amended and Restated Senior Secured Credit Agreement was amended and restated to provide for a new class of term loans (the “Class E Term Loans”) in an aggregate principal amount of $2,532 million and €289 million, the proceeds of which were used to repay or replace in full a like amount of the Company’s existing Class A Term Loans maturing August 9, 2013, Class B Term Loans maturing May 1, 2016 and Class C Term Loans maturing May 1, 2016. As a result of this transaction, the Company recorded a charge of $12 million primarily related to the write-off of previously capitalized deferred financing fees associated with the Class A, B and C term loans to other expense, net in the consolidated statement of operations.
In April 2014, the Company entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement which provides for three new classes of term loans, Class A Term Loans, Class B-1 Term Loans and Class B-2 Term Loans, in a combined principal amount of $3,180 million and €286 million, the proceeds of which, when combined with the net proceeds from the $750 million 5.0% Senior Notes (see “Debenture Loans” below), were used to repay and replace the Company’s existing Class D Term Loans maturing in February 2017 and the Class E Term Loans maturing in May 2016. Further in May 2014, the Company completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $45 million during 2014 to other expense, net in the consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancings.
The Class A Term Loans were issued with an aggregate principal balance of $1,580 million, maturing in full in April 2019. The Class A Term Loans shall be required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 7.5% in the third year, 10% in the fourth year, and 72.5% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.75% of the original principal amount in each of the first three quarters, with the balance repayable on the maturity date). Class A Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans). The specific applicable margin is determined by the Company’s total leverage ratio (as defined in the credit agreement).
The Class B-1 Term Loans were issued with an aggregate principal balance of $500 million, maturing in full in May 2017 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class B-1 Term Loans, with the balance payable in May 2017. Class B-1 Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.25% (in the case of base rate loans) and 2.25% (in the case of eurocurrency rate loans).
The Class B-2 Term Loans were issued with an aggregate principal balance of $1,100 million and €286 million, maturing in full in April 2021 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class B-2 Term Loans, with the balance payable in April 2021. Class B-2 Term Loans denominated in dollars bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 2.00% (in the case of base rate loans) and 3.00% (in the case of eurocurrency rate loans). Class B-2 Term Loan denominated in Euros bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%.
The Senior Secured Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of our subsidiaries) to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business they conduct. These entities are restricted, subject to certain exceptions, in their ability to transfer their net assets to Nielsen. Such restricted net assets amounted to approximately $5.0 billion at December 31, 2014. In addition, these entities are required to maintain a maximum total leverage ratio. Neither Nielsen nor TNC B.V. is currently bound by any financial or negative covenants contained in the credit agreement. The Senior Secured Credit Agreement also contain certain customary affirmative covenants and events of default.
The Fourth Amended and Restated Senior Secured Credit Agreement contains substantially the same affirmative covenants as the Third Amended and Restated Senior Secured Credit Agreement. However, certain negative covenants, including the limitation on the ability of Nielsen and certain of its subsidiaries to make investments and restricted payments and incur debt and liens have been amended, and the financial covenant requiring compliance with certain total leverage ratios has been revised and the covenant in respect of interest coverage ratios has been eliminated
Obligations under the Senior Secured Credit Agreement are guaranteed by TNC B.V., substantially all of the wholly owned U.S. subsidiaries of TNC B.V. and certain of the non-U.S. wholly-owned subsidiaries of TNC B.V., and are secured by substantially all of the existing and future property and assets of the U.S. subsidiaries of TNC B.V. and by a pledge of substantially all of the capital stock of the guarantors, the capital stock of substantially all of the U.S. subsidiaries of TNC B.V., and up to 65% of the capital stock of certain of the non-U.S. subsidiaries of TNC B.V. Under a separate security agreement, substantially all of the assets of TNC B.V. are pledged as collateral for amounts outstanding under the senior secured credit facilities.
Revolving Credit Facility
The Senior Secured Credit Agreement also contains a senior secured revolving credit facility under which Nielsen Finance LLC, TNC (US) Holdings, Inc., and Nielsen Holding and Finance B.V. can borrow revolving loans. The revolving credit facility can also be used for letters of credit, guarantees and swingline loans. In March 2011, the Company amended the Senior Secured Credit Agreement to provide for the termination of the existing revolving credit commitments totaling $688 million, which had a final maturity date of August 2012, and their replacement with new revolving credit commitments totaling $635 million with a final maturity date of April 2016. In May 2014, the existing $635 million revolving credit facility with a final maturity in April 2016 was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019.
The senior secured revolving credit facility is provided under the Senior Secured Credit Agreement and so contains covenants and restrictions as noted above with respect to the Senior Secured Credit Agreement under the “Term loan facilities” section above. Obligations under the revolving credit facility are guaranteed by the same entities that guarantee obligations under the Senior Secured Credit Agreement and Senior Secured Loan Agreement.
As of December 31, 2014 and 2013, the Company had $280 million and zero borrowings outstanding respectively, and had outstanding letters of credit of $6 million and $12 million, respectively. As of December 31, 2014, the Company had $289 million available for borrowing under the revolving credit facility.
Debenture Loans
The indentures governing the Senior Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase its capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen is required to make an offer to redeem all of the Senior Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed by Nielsen, substantially all of the wholly owned U.S. subsidiaries of Nielsen, and certain of the non-U.S. wholly-owned subsidiaries of Nielsen.
In April 2014, Nielsen completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par.
In May 2014, the Company completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium.
In July 2014, Nielsen completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022. The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. In addition, in July 2014, the Company redeemed the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $51 million during 2014 to other expense, net in the consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.
In September 2013, the Company issued $625 million aggregate principal amount of 5.50% Senior Notes due 2021 at par, receiving cash proceeds of approximately $616 million, net of fees and expenses. Concurrent with this issuance the Company called for redemption of all of its 11.625% Senior Notes due 2014 effective October 23, 2013, at a redemption price equal to 100% of the principal amount of such 2014 notes redeemed plus accrued and unpaid interest to the redemption date and an “applicable premium” as described in the indenture related to the 2014 note. The redemption of the 11.625% Senior Notes due 2014 resulted in a pre-tax charge of $8 million in other expense, net in the consolidated statements of operations in the fourth quarter of 2013.
In October 2012, the Company issued $800 million aggregate principal amount of 4.50% Senior Notes due 2020 which mature on October 1, 2020 at par, with cash proceeds of approximately $788 million, net of fees and expenses. Concurrent with this issuance, the Company redeemed and subsequently retired all of its 11.50% Senior Notes due 2016 and prepaid its 8.50% Senior Secured Term Loan due 2017. In connection with these transactions, the Company recorded a charge of $115 million in other expense, net in the consolidated statements of operations.
In October and November 2010, the Company issued a combined $1,080 million in aggregate principal amount of 7.75% Senior Notes due 2018 at an issue price of $1,085 million with cash proceeds of approximately $1,065 million, net of fees and expenses.
Other Transactions
Effective July 1, 2010, the Company designated its Euro denominated variable rate senior secured term loans as non-derivative hedges of its net investment in a European subsidiary. Gains or losses attributable to fluctuations in the Euro as compared to the U.S. Dollar associated with this debenture were recorded to the cumulative translation adjustment within stockholders’ equity, net of income tax.
Deferred Financing Costs
The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. Deferred financing costs were $50 million for the year ended December 31, 2014 and 2013, respectively.
Related Party Lenders
A portion of the borrowings under the senior secured credit facility, as well as certain of the Company’s senior debenture loans, have been purchased by certain of the Sponsors in market transactions not involving the Company. Amounts held by the Sponsors were $222 million and $379 million as of December 31, 2014 and 2013, respectively. Interest expense associated with amounts held by the Sponsors approximated $6 million, $12 million and $20 million during the years ended December 31, 2014, 2013 and 2012, respectively.
Capital Lease and Other Obligations
Nielsen finances certain computer equipment, software, buildings and automobiles under capital leases and related transactions. These arrangements do not include terms of renewal, purchase options, or escalation clauses.
Assets under capital lease are recorded within property, plant and equipment. See Note 7 – “Property, Plant and Equipment.”
Future minimum capital lease payments under non-cancelable capital leases at December 31, 2014 are as follows:
(IN MILLIONS) |
|
|
|
|
2015 |
|
$ |
24 |
|
2016 |
|
|
24 |
|
2017 |
|
|
22 |
|
2018 |
|
|
15 |
|
2019 |
|
|
13 |
|
Thereafter |
|
|
62 |
|
Total |
|
|
160 |
|
Less: amount representing interest |
|
|
42 |
|
Present value of minimum lease payments |
|
$ |
118 |
|
Current portion |
|
$ |
18 |
|
Total non-current portion |
|
|
100 |
|
Present value of minimum lease payments |
|
$ |
118 |
|
Capital leases and other financing transactions have effective interest rates primarily ranging from 8% to 10%. Interest expense recorded related to capital leases and other financing transactions during the years ended December 31, 2014, 2013 and 2012 was $8 million, $9 million and $9 million, respectively. Nielsen recognizes rental income from non-cancelable subleases. The total aggregate future rental income proceeds to be received under the non-cancelable subleases are $3 million.
|
12. Stockholders’ Equity
Common stock activity is as follows:
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
|||
Actual number of shares of common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
378,635,464 |
|
|
|
362,519,883 |
|
|
|
359,647,605 |
|
Shares of common stock converted from Mandatory Convertible Subordinated Bonds due February 2013 |
|
|
- |
|
|
|
10,416,700 |
|
|
|
- |
|
Shares of common stock issued through business combinations |
|
|
75,083 |
|
|
|
101,899 |
|
|
|
246,627 |
|
Shares of common stock issued through compensation plans |
|
|
4,940,195 |
|
|
|
5,886,821 |
|
|
|
2,625,651 |
|
Repurchases of common stock |
|
|
(10,893,144 |
) |
|
|
(289,839 |
) |
|
|
- |
|
End of period |
|
|
372,757,598 |
|
|
|
378,635,464 |
|
|
|
362,519,883 |
|
Cumulative shares of treasury stock were 9,865,324 and 409,067 as of December 31, 2014 and 2013, respectively, with a corresponding value of $415 million and $13 million, respectively.
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 declared by the Board and paid for the year ended December 31, 2014.
Declaration Date |
|
Record Date |
|
Payment Date |
|
Dividend Per Share |
|
|
January 31, 2013 |
|
March 6, 2013 |
|
March 20, 2013 |
|
$ |
0.16 |
|
May 2, 2013 |
|
June 5, 2013 |
|
June 19, 2013 |
|
$ |
0.16 |
|
July 25, 2013 |
|
August 28, 2013 |
|
September 11, 2013 |
|
$ |
0.20 |
|
October 22, 2013 |
|
November 25, 2013 |
|
December 9, 2013 |
|
$ |
0.20 |
|
February 20, 2014 |
|
March 6, 2014 |
|
March 20, 2014 |
|
$ |
0.20 |
|
May 1, 2014 |
|
June 5, 2014 |
|
June 19, 2014 |
|
$ |
0.25 |
|
July 24, 2014 |
|
August 28, 2014 |
|
September 11, 2014 |
|
$ |
0.25 |
|
October 30, 2014 |
|
November 25, 2014 |
|
December 9, 2014 |
|
$ |
0.25 |
|
The dividend policy and payment of future cash dividends are subject to the discretion of the Board.
No dividends were declared or paid on the Company’s common stock in 2012.
On July 25, 2013, Nielsen’s Board approved a share repurchase program for up to $500 million of its outstanding common stock. The primary purpose of the program is to mitigate dilution associated with Nielsen’s equity compensation plans. On October 23, 2014, the Company announced that its board of directors approved a new share repurchase program for up to $1 billion of Nielsen’s outstanding common stock. This is in addition to the current authorization in place since July 2013 as described above. Repurchases will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen management’s evaluation of market conditions and other factors. This program will be executed within the limitations of the existing authority granted at Nielsen’s 2014 Annual General Meeting of Shareholders. As of December 31, 2014, there have been 11,182,983 shares of our common stock purchased at an average price of $42.67 per share (total consideration of $477 million) under this program. The activity for the year ended December 31, 2014 consisted of open market share repurchases and is summarized in the following table:
|
|
|
|
|
|
|
|
|
|
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, 2013 |
|
|
289,839 |
|
|
$ |
39.49 |
|
|
|
289,839 |
|
|
$ |
488,554,427 |
|
2014 Activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1- 31 |
|
— |
|
|
n/a |
|
|
— |
|
|
$ |
488,554,427 |
|
|||
February 1- 28 |
|
|
110,239 |
|
|
$ |
43.42 |
|
|
|
110,239 |
|
|
$ |
483,768,078 |
|
March 1- 31 |
|
|
241,091 |
|
|
$ |
46.85 |
|
|
|
241,091 |
|
|
$ |
472,472,783 |
|
April 1-30 |
|
|
269,972 |
|
|
$ |
44.47 |
|
|
|
269,972 |
|
|
$ |
460,467,412 |
|
May 1-31 |
|
|
211,848 |
|
|
$ |
47.20 |
|
|
|
211,848 |
|
|
$ |
450,467,820 |
|
June 1-30 |
|
|
207,243 |
|
|
$ |
47.44 |
|
|
|
207,243 |
|
|
$ |
440,635,906 |
|
July 1-31 |
|
|
188,612 |
|
|
$ |
48.54 |
|
|
|
188,612 |
|
|
$ |
431,480,660 |
|
August 1-31 |
|
|
181,509 |
|
|
$ |
47.15 |
|
|
|
181,509 |
|
|
$ |
422,921,757 |
|
September 1-30 |
|
|
197,759 |
|
|
$ |
45.66 |
|
|
|
197,759 |
|
|
$ |
413,891,828 |
|
October 1-31 |
|
|
223,047 |
|
|
$ |
42.72 |
|
|
|
223,047 |
|
|
$ |
1,404,363,449 |
|
November 1-30 |
|
|
5,387,545 |
|
|
$ |
41.09 |
|
|
|
5,387,545 |
|
|
$ |
1,182,970,041 |
|
December 1-31 |
|
|
3,674,279 |
|
|
$ |
43.58 |
|
|
|
3,674,279 |
|
|
$ |
1,022,830,101 |
|
Total |
|
|
11,182,983 |
|
|
$ |
42.67 |
|
|
|
11,182,983 |
|
|
|
|
|
Subsequent Event
On February 19, 2015, the Board declared a cash dividend of $0.25 per share on the Company’s common stock. The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.
|
13. Stock-Based Compensation
Nielsen measures the cost of all stock-based payments, including stock options, at fair value on the grant date and recognizes such costs within the consolidated statements of operations; however, no expense is recognized for stock-based payments that do not ultimately vest. Nielsen recognizes the expense of its options that cliff vest using the straight-line method. For those that vest over time, an accelerated graded vesting is used. The Company recorded $47 million, $47 million and $34 million of expense associated with stock-based compensation for the years ended December 31, 2014, 2013 and 2012, respectively.
In connection with the Valcon Acquisition, Nielsen implemented an equity-based, management compensation plan (“Equity Participation Plan” or “EPP”) to align compensation for certain key executives with the performance of the Company. Under this plan, certain of the Company’s executives may be granted stock options, stock appreciation rights, restricted stock and dividend equivalent rights in the shares of the Company or purchase its shares. In connection with the completion of Nielsen’s initial public offering of common stock on January 31, 2011 the Company implemented the Nielsen N.V. 2010 Stock Incentive Plan (the “Stock Incentive Plan”) and suspended further grants under the EPP. The Stock Incentive Plan is the source of new equity-based awards permitting the Company to grant to its key employees, directors and other service providers the following types of awards: incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards valued in whole or in part by reference to shares of Nielsen’s common stock and performance-based awards denominated in shares or cash.
Under the Stock Incentive Plan, Nielsen granted 2,448,100 and 2,459,900 time-based stock options to purchase shares during the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, the total number of shares authorized for award of options or other equity-based awards was 44,095,000 under the Stock Incentive Plan. The 2014, 2013 and 2012 time-based awards become exercisable over a four-year vesting period at a rate of 25% per year on the anniversary day of the award, and are tied to the executives’ continuing employment. The majority of the 2010 time-based awards become exercisable ratably on the first three anniversaries of the grant date of the award, contingent on continuing employment on each vesting date. In addition, time-based awards granted in 2010 become exercisable over a four-year vesting period tied to the executives’ continuing employment and were fully vested as of December 31, 2013. The 2009, 2008 and 2007 time-based awards became exercisable over a four-year, four-year and five-year vesting period, respectively, and were fully vested as of December 31, 2012. The 2010, 2009 and 2008 performance options are tied to the executives’ continued employment and become vested and exercisable based on the achievement of certain annual EBITDA targets over a four-year vesting period. The 2007 and 2006 performance options are tied to the executives’ targets over a five-year vesting period. If the annual EBITDA targets are achieved on a cumulative basis for any current year and prior years, the options become vested as to a pro-rata portion for any prior year installments which were not vested because of failure to achieve the applicable annual EBITDA target. Both option tranches expire ten years from date of grant. Upon a change in control, any then-unvested time options will fully vest and any then-unvested performance options can vest, subject to certain conditions.
The fair values of the granted time-based awards granted during 2014, 2013 and 2012 were estimated using the Black-Scholes option pricing model. For 2014 and 2013 awards, expected volatility was based on the Company’s historical volatility. For 2012, because of the Company’s limited trading history, expected volatility utilized was based on a combination of the estimates of implied volatility of the Company’s peer-group, the Company’s historical volatility adjusted for leverage and implied volatility based on trading Nielsen call options.
The following assumptions were used during 2014, 2013 and 2012:
|
Year Ended December 31, |
|
|||||||||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Expected life (years) |
|
3.00-5.25 |
|
|
|
3.50-6.00 |
|
|
|
3.50-6.00 |
|
Risk-free interest rate |
|
0.87-1.66 |
% |
|
|
0.40-1.99 |
% |
|
|
0.38-.083 |
% |
Expected dividend yield |
|
1.77- 2.39 |
% |
|
|
0 - 2.19 |
% |
|
|
0 |
% |
Expected volatility |
|
23.50-25.32 |
% |
|
|
25.40-27.60 |
% |
|
|
28.00-30.30 |
% |
Weighted average volatility |
|
23.99 |
% |
|
|
25.89 |
% |
|
|
28.56 |
% |
The Company recorded stock-based compensation expense of $47 million, $47 million and $34 million for the years ended December 31, 2014, 2013 and 2012, respectively. The tax benefit related to the stock compensation expense was $15 million, $17 million and $13 million, for the respective periods.
In connection with the resignation of a senior executive effective July 31, 2014, the Company entered into an agreement that modified certain components of the executive’s share based awards. The impact of this modification was not material to reported stock-based compensation expense for the year ended December 31, 2014.
Nielsen’s stock option plan activity is summarized below:
|
|
Number of Options |
|
|
Weighted-Average |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Stock Option Plan activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011 |
|
|
18,582,027 |
|
|
$ |
20.65 |
|
|
|
5.77 |
|
|
$ |
175 |
|
Granted |
|
|
4,133,381 |
|
|
|
28.00 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(655,034 |
) |
|
|
(24.30 |
) |
|
|
|
|
|
|
|
|
Exercised |
|
|
(2,372,536 |
) |
|
|
(14.64 |
) |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012 |
|
|
19,687,838 |
|
|
|
22.80 |
|
|
|
5.16 |
|
|
$ |
156 |
|
Granted |
|
|
2,459,900 |
|
|
|
36.65 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(383,163 |
) |
|
|
(23.35 |
) |
|
|
|
|
|
|
|
|
Exercised |
|
|
(4,667,814 |
) |
|
|
(19.11 |
) |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013 |
|
|
17,096,761 |
|
|
$ |
25.78 |
|
|
|
4.61 |
|
|
$ |
344 |
|
Granted |
|
|
2,448,100 |
|
|
|
42.01 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(798,279 |
) |
|
|
(29.57 |
) |
|
|
|
|
|
|
|
|
Exercised |
|
|
(4,219,122 |
) |
|
|
(24.08 |
) |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014 |
|
|
14,527,460 |
|
|
$ |
28.80 |
|
|
|
4.29 |
|
|
$ |
231 |
|
Exercisable at December 31, 2014 |
|
|
7,199,834 |
|
|
$ |
23.80 |
|
|
|
3.38 |
|
|
$ |
151 |
|
As of December 31, 2014, 2013 and 2012, the weighted-average grant date fair value of the options granted was $7.13, $6.63 and $7.25, respectively, and the aggregate fair value of options vested was $21 million, $27 million and $21 million, respectively.
At December 31, 2014, there is approximately $24 million of unearned stock-based compensation related to stock options which the Company expects to record as stock-based compensation expense over the next four years. The compensation expense related to the time-based awards is amortized over the term of the award using the graded vesting method.
The intrinsic value of the options exercised during the years ended December 31, 2014, 2013 and 2012 was $94 million, $79 million and $34 million, respectively. For the year ended December 31, 2014, cash proceeds from the exercise of options was $101 million.
As of December 31, 2014, affiliates of Centerview Partners, a stockholder of Luxco collectively hold 59,375 performance-based options. Cumulative expense related to these outstanding options amounted to approximately zero through December 31, 2014 as it is not probable these options will vest.
Activity of Nielsen’s restricted stock units (RSUs) that are ultimately payable in shares of common stock granted under the Stock Incentive Plan is summarized below:
|
|
Number of |
|
|
Weighted-Average Fair Value |
||
RSU activity |
|
|
|
|
|
|
|
Nonvested at December 31, 2011 |
|
265,684 |
|
|
|
$ |
28.95 |
Granted |
|
687,300 |
|
|
|
|
27.99 |
Forfeited |
|
(26,695 |
) |
|
|
|
29.02 |
Vested |
|
(80,981 |
) |
|
|
|
26.44 |
Nonvested at December 31, 2012 |
|
845,308 |
|
|
|
$ |
28.40 |
Granted |
|
955,531 |
|
|
|
|
34.86 |
Forfeited |
|
(230,500 |
) |
|
|
|
32.56 |
Vested |
|
(262,446 |
) |
|
|
|
24.96 |
Nonvested at December 31, 2013 |
|
1,307,893 |
|
|
|
$ |
30.53 |
Granted |
|
526,857 |
|
|
|
|
42.74 |
Forfeited |
|
(113,903 |
) |
|
|
|
30.55 |
Vested |
|
(412,845 |
) |
|
|
|
28.53 |
Nonvested at December 31, 2014 |
|
1,308,002 |
|
|
|
$ |
35.90 |
The awards vest at a rate of 25% per year over four years on the anniversary day of the award.
On September 30, 2013, Nielsen completed the acquisition of Nielsen Audio and concurrently provided 95,599 replacement restricted stock units under Nielsen’s existing Stock Incentive Plan. The exchange was accounted for as a modification in accordance with ASC 718. The aggregate fair value of the replacement awards granted on September 30, 2013, was $3 million, of which $2 million was attributed to post merger service and $1 million was included in purchase price consideration.
As of December 31, 2014, approximately $27 million of unearned stock-based compensation related to unvested RSUs (net of estimated forfeitures) is expected to be recognized over a weighted average period of 3.2 years.
During the years ended December 31, 2014 and 2013, the Company granted 333,700 and 510,280 performance restricted stock units, respectively, representing the target number of performance restricted stock subject to the award. The weighted average grant date fair value of the awards in 2014 and 2013 were $50.50 and $ 34.02 per share. For the performance restricted stock units granted in 2014, the total number of performance restricted stock units to be earned is subject to achievement of cumulative performance goals for the three year period ending December 31, 2016. For the performance restricted stock units granted in 2013, the total number of performance restricted stock to be earned is subject to the achievement of cumulative performance goals for the three year period ending December 31, 2015. Forty percent of the target award will be determined based on the Company’s relative total shareholder return and sixty percent of the target award will be determined based on free cash flow achievements. The maximum payout is 200% of target. The fair value of the target award related to free cash flow was the fair value on the date of the grant, and the fair value of the target awards related to relative shareholder return was based on the Monte Carlo model. As of December 31, 2014, there is approximately $17 million of unearned stock-based compensation related to unvested performance restricted stock (net of estimated forfeitures). The compensation expense is amortized over the term of the award, which is 3 years after the grant date.
During the year ended December 31, 2014, the Company granted 117,520 bonus restricted share units in lieu of a portion of the cash bonus due to certain executives. The awards vest at 50% on the first and second anniversary day of the award. The weighted average grant fair value date of the awards was $45.13 per share. As of December 31, 2014, there is approximately $2 million of unearned stock-based compensation expense related to unvested bonus restricted share units (net of estimated forfeitures). The compensation expense is amortized over the requisite service periods of two and three years.
|
14. Income Taxes
Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
The components of income from continuing operations before income taxes and equity in net income of affiliates, were:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Dutch |
|
$ |
17 |
|
|
$ |
19 |
|
|
$ |
20 |
|
Non-Dutch |
|
|
604 |
|
|
|
501 |
|
|
|
339 |
|
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
621 |
|
|
$ |
520 |
|
|
$ |
359 |
|
The above amounts for Dutch and non-Dutch activities were determined based on the location of the taxing authorities.
The provision for income taxes attributable to the income from continuing operations before income taxes and equity in net income of affiliates consisted of:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Dutch |
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
(20 |
) |
Non-Dutch |
|
|
127 |
|
|
|
194 |
|
|
|
95 |
|
|
|
|
131 |
|
|
|
198 |
|
|
|
75 |
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Dutch |
|
|
1 |
|
|
|
3 |
|
|
|
25 |
|
Non-Dutch |
|
|
104 |
|
|
|
(110 |
) |
|
|
22 |
|
|
|
|
105 |
|
|
|
(107 |
) |
|
|
47 |
|
Total |
|
$ |
236 |
|
|
$ |
91 |
|
|
$ |
122 |
|
The Company’s provision for income taxes for the years ended December 31, 2014, 2013 and 2012 was different from the amount computed by applying the statutory Dutch federal income tax rates to the underlying income from continuing operations before income taxes and equity in net income of affiliates as a result of the following:
|
|
|
Year Ended December 31, |
|
||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
621 |
|
|
$ |
520 |
|
|
$ |
359 |
|
Dutch statutory tax rate |
|
|
25.0 |
% |
|
|
25.0 |
% |
|
|
25.0 |
% |
Provision for income taxes at the Dutch statutory rate |
|
$ |
155 |
|
|
$ |
130 |
|
|
$ |
90 |
|
Tax impact on distributions from foreign subsidiaries |
|
|
4 |
|
|
|
(38 |
) |
|
|
35 |
|
Effect of operations in non-Dutch jurisdictions |
|
|
19 |
|
|
|
16 |
|
|
|
(8 |
) |
Tax impact of global licensing arrangements |
|
|
84 |
|
|
|
14 |
|
|
|
19 |
|
U.S. state and local taxation |
|
|
21 |
|
|
|
9 |
|
|
|
4 |
|
Withholding and other taxation |
|
|
38 |
|
|
|
35 |
|
|
|
36 |
|
Effect of global financing activities |
|
|
(84 |
) |
|
|
(60 |
) |
|
|
(51 |
) |
Changes in estimates for uncertain tax positions |
|
|
(1 |
) |
|
|
47 |
|
|
|
48 |
|
Changes in valuation allowances |
|
|
(21 |
) |
|
|
(69 |
) |
|
|
(15 |
) |
Effect of change in deferred tax rates |
|
|
2 |
|
|
|
3 |
|
|
|
(40 |
) |
Other, net |
|
|
19 |
|
|
|
4 |
|
|
|
4 |
|
Total provision for income taxes |
|
$ |
236 |
|
|
$ |
91 |
|
|
$ |
122 |
|
Effective tax rate |
|
|
38.0 |
% |
|
|
17.5 |
% |
|
|
34.0 |
% |
The components of current and non-current deferred income tax assets/(liabilities) were:
(IN MILLIONS) |
|
December 31, |
|
|
December 31, |
|
||
Deferred tax assets (on balance): |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
175 |
|
|
$ |
195 |
|
Interest expense limitation |
|
|
783 |
|
|
|
830 |
|
Deferred compensation |
|
|
— |
|
|
|
2 |
|
Deferred revenues / costs |
|
|
— |
|
|
|
7 |
|
Employee benefits |
|
|
93 |
|
|
|
56 |
|
Tax credit carryforwards |
|
|
198 |
|
|
|
179 |
|
Share-based payments |
|
|
43 |
|
|
|
75 |
|
Accrued expenses |
|
|
21 |
|
|
|
40 |
|
Financial instruments |
|
|
10 |
|
|
|
29 |
|
Other assets |
|
|
84 |
|
|
|
6 |
|
|
|
|
1,407 |
|
|
|
1,419 |
|
Valuation allowances |
|
|
(147 |
) |
|
|
(150 |
) |
Deferred tax assets, net of valuation allowances |
|
|
1,260 |
|
|
|
1,269 |
|
Deferred tax liabilities (on balance): |
|
|
|
|
|
|
|
|
Intangible assets |
|
|
(1,692 |
) |
|
|
(1,715 |
) |
Fixed asset depreciation |
|
|
(25 |
) |
|
|
(27 |
) |
Computer software |
|
|
(185 |
) |
|
|
(174 |
) |
Deferred revenues/costs |
|
|
(13 |
) |
|
|
— |
|
Other liabilities |
|
|
(62 |
) |
|
|
— |
|
|
|
|
(1,977 |
) |
|
|
(1,916 |
) |
Net deferred tax liability |
|
$ |
(717 |
) |
|
$ |
(647 |
) |
Recognized as: |
|
|
|
|
|
|
|
|
Deferred income taxes, current |
|
$ |
226 |
|
|
$ |
102 |
|
Deferred income taxes, non-current |
|
|
(943 |
) |
|
|
(749 |
) |
Total |
|
$ |
(717 |
) |
|
$ |
(647 |
) |
At December 31, 2014 and 2013 the Company had net operating loss carryforwards of approximately $785 million and $942 million, respectively, which begin to expire in 2015. In addition, the Company had tax credit carryforwards of approximately $198 million and $179 million at December 31, 2014 and 2013, respectively, which will begin to expire in 2015.
We have approximately $132 million of unrecognized windfall tax benefits from previous stock option exercises that have not been recognized as of December 31, 2014. This amount will not be recognized until the deduction would reduce our income taxes payable. At such time, the amount will be recorded as an increase to paid-in-capital. We apply the “with-and without” approach when utilizing certain tax attributes whereby windfall tax benefits are used last to offset taxable income.
In certain jurisdictions, the Company has operating losses and other tax attributes that, due to the uncertainty of achieving sufficient profits to utilize these operating loss carryforwards and tax credit carryforwards, the Company currently believes it is more likely than not that a portion of these losses will not be realized. Therefore, the Company has a valuation allowance of approximately $120 million and $140 million at December 31, 2014 and 2013, respectively, related to these net operating loss carryforwards and tax credit carryforwards. In addition, the Company has valuation allowances of $27 million and $10 million at December 31, 2014 and 2013, respectively, on deferred tax assets related to other temporary differences, which the Company currently believes will not be realized.
As a consequence of the significant restructuring of the ownership of the Nielsen non-U.S. subsidiaries in 2007 and 2008 the Company has determined that as of December 31, 2014 no income taxes are required to be provided for on the approximately $3.2 billion, which is the excess of the book value of its investment in non-U.S. subsidiaries over the corresponding tax basis. Certain of these differences can be eliminated at a future date.
At December 31, 2014 and 2013, the Company had gross uncertain tax positions of $452 million and $475 million, respectively. The Company has also accrued interest and penalties associated with these unrecognized tax benefits as of December 31, 2014 and 2013 of $41 million and $52 million, respectively. Estimated interest and penalties related to the underpayment of income taxes is classified as a component of benefit (provision) for income taxes in the Consolidated Statement of Operations. It is reasonably possible that a reduction in a range of $23 million to $45 million of uncertain tax positions may occur within the next twelve months as a result of projected resolutions of worldwide tax disputes and expirations of statute of limitations in various jurisdictions.
A reconciliation of the beginning and ending amount of gross uncertain tax positions is as follows:
(IN MILLIONS) |
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
Balance as of the beginning of period |
|
$ |
475 |
|
|
$ |
409 |
|
|
$ |
370 |
|
Additions for current year tax positions |
|
|
14 |
|
|
|
41 |
|
|
|
37 |
|
Additions for tax positions of prior years |
|
|
12 |
|
|
|
42 |
|
|
|
21 |
|
Reductions for lapses of statute of limitations |
|
|
(12 |
) |
|
|
(8 |
) |
|
|
(15 |
) |
Reductions for tax positions of prior years |
|
|
(37 |
) |
|
|
(9 |
) |
|
|
(4 |
) |
Balance as of the end of the period |
|
$ |
452 |
|
|
$ |
475 |
|
|
$ |
409 |
|
If the balance of the Company’s uncertain tax positions is sustained by the taxing authorities in the Company’s favor, the reversal of the entire balance would reduce the Company’s effective tax rate in future periods.
The Company files numerous consolidated and separate income tax returns in the U.S. Federal jurisdiction and in many state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal income tax examinations for 2006 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2003 through 2014.
|
15. Investments in Affiliates and Related Party Transactions
Related Party Transactions with Affiliates
As of December 31, 2014 and 2013, Nielsen had investments in affiliates of $18 million, respectively. One of Nielsen’s investments as of December 31, 2012, was its 50.5% non-controlling ownership interest in Scarborough, a joint venture between Nielsen and Arbitron. As a part of the Arbitron Acquisition in September 2013, Nielsen acquired the remaining 49.5% interest in Scarborough that was historically accounted for under the equity method of accounting. Nielsen accounted for this transaction as a step-acquisition and calculated the fair value of its investment immediately before the acquisition to be $75 million. As a result, Nielsen recorded a $24 million gain on its investment in Scarborough to other expense, net in the consolidated statement of operations. Commencing October 1, 2013, the financial results of Scarborough were included within the consolidated financial statements of Nielsen.
Prior to the Acquisition, Nielsen and Scarborough entered into various related party transactions in the ordinary course of business, including Nielsen providing certain general and administrative services to Scarborough. Nielsen paid royalties to Scarborough for the right to include Scarborough data in Nielsen services sold directly to Nielsen customers. Additionally, Nielsen sold various Scarborough services directly to its clients, for which it received a commission from Scarborough. As a result of these transactions, Nielsen received net payments from Scarborough of $3 million through September 30, 2013, and $15 million for the year ended December 31, 2012. Obligations between Nielsen and its affiliates are regularly settled in cash in the ordinary course of business. Nielsen had net receivables from its affiliates of approximately $9 million and $6 million for the year ending December 31, 2014 and 2013, respectively.
Equity Healthcare LLC
Effective in January 2009, Nielsen entered into an employer health program arrangement with Equity Healthcare LLC (“Equity Healthcare”). Equity Healthcare negotiates with providers of standard administrative services for health benefit plans and other related services for cost discounts, quality of service monitoring, data services and clinical consulting and oversight by Equity Healthcare. Because of the combined purchasing power of its client participants, Equity Healthcare is able to negotiate pricing terms from providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis. Equity Healthcare is an affiliate of The Blackstone Group, one of the Sponsors.
In consideration for Equity Healthcare’s provision of access to these favorable arrangements and its monitoring of the contracted third parties’ delivery of contracted services to Nielsen, the Company pays Equity Healthcare a fee of $2.70 per participating employee per month (“PEPM Fee”). As of December 31, 2014, Nielsen had approximately 8,170 employees enrolled in its self-insured health benefit plans in the United States. Equity Healthcare may also receive a fee (“Health Plan Fees”) from one or more of the health plans with whom Equity Healthcare has contractual arrangements if the total number of employees joining such health plans from participating companies exceeds specified thresholds.
TIBCO
On July 26, 2012, Vivek Y. Ranadivé was elected as a member of the unitary Board of Directors of Nielsen N.V. and The Nielsen Company B.V. Mr. Ranadivé has been the Chief Executive Officer and Chairman of the Board of Directors of TIBCO Software Inc. (“TIBCO”) since its inception in 1997 until December 2014 when he sold his interest in the company. The Company has an ongoing contractual relationship with TIBCO. The Board of Directors of the Company affirmatively determined that Mr. Ranadivé is independent for purposes of the New York Stock Exchange listing rules and the Company’s Corporate Governance Guidelines. For the years ended December 31, 2014 and 2013, Nielsen purchased $10 million and $10 million, respectively, of software licenses and related IT support services and training from TIBCO and sold data to TIBCO of zero and $2 million, respectively. As of December 31, 2014 and 2013, Nielsen had no outstanding payables, and outstanding receivables of zero and $2, respectively.
|
16. Commitments and Contingencies
Leases and Other Contractual Arrangements
In February 2013, the Company amended its Amended and Restated Master Services Agreement (the “MSA”), dated as of October 1, 2007 with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”). The term of the MSA has been extended for an additional three years, so as to expire on December 31, 2020, with a one-year renewal option granted to Nielsen. In addition, the Company has increased its commitment to purchase services from TCS (the “Minimum Commitment”) from $1.0 billion to $2.5 billion over the life of the contract (from October 1, 2007), including a commitment to purchase at least $100 million in services per year (the “Annual Commitment”) until the Minimum Commitment is met. TCS’ charges under the separate Global Infrastructure Services Agreement between the parties will be credited against the Minimum Commitment and the Annual Commitment. TCS will continue to globally provide the Company with professional services relating to information technology (including application development and maintenance), business process outsourcing, client service knowledge process outsourcing, management sciences, analytics, and financial planning and analytics. As Nielsen orders specific services under the Agreement, the parties will execute Statements of Work (“SOWs”) describing the specific scope of the services to be performed by TCS. The amount of the Minimum Commitment and the Annual Commitment may be reduced on the occurrence of certain events, some of which also provide the Company with the right to terminate the Agreement or SOWs, as applicable. As of December 31, 2014, the remaining TCS commitment was approximately $609 million.
Nielsen has also entered into operating leases and other contractual obligations to secure real estate facilities, agreements to purchase data processing services and leases of computers and other equipment used in the ordinary course of business and various outsourcing contracts. These agreements are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.
The amounts presented below represent the minimum annual payments under Nielsen’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. These purchase obligations include data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.
|
|
For the Years Ending December 31, |
|
|||||||||||||||||||||||||
(IN MILLIONS) |
|
2015 |
|
|
2016 |
|
|
2017 |
|
|
2018 |
|
|
2019 |
|
|
Thereafter |
|
|
Total |
|
|||||||
Operating leases |
|
$ |
87 |
|
|
$ |
71 |
|
|
$ |
60 |
|
|
$ |
51 |
|
|
$ |
37 |
|
|
$ |
60 |
|
|
$ |
366 |
|
Other contractual obligations(a) |
|
|
666 |
|
|
|
245 |
|
|
|
64 |
|
|
|
35 |
|
|
|
7 |
|
|
|
- |
|
|
|
1,017 |
|
Total |
|
$ |
753 |
|
|
$ |
316 |
|
|
$ |
124 |
|
|
$ |
86 |
|
|
$ |
44 |
|
|
$ |
60 |
|
|
$ |
1,383 |
|
(a) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Nielsen generally requires purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing. Nielsen’s remaining commitments as of December 31, 2014 under the outsourced services agreements with TCS have been included above on an estimated basis over the years within the contractual period in which we expect to satisfy its obligations. As of December 31, 2014, the remaining TCS commitment was approximately $609 million.
Total expenses incurred under operating leases were $81 million, $81 million and $88 million for the years ended December 31, 2014, 2013 and 2012, respectively. Nielsen recognized rental income received under subleases of $11 million, $11 million and $8 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, Nielsen had aggregate future proceeds to be received under non-cancelable subleases of $33 million.
Nielsen also has minimum commitments under non-cancelable capital leases. See Note 11 “Long-term Debt and Other Financing Arrangements” for further discussion.
Guarantees and Other Contingent Commitments
At December 31, 2014, Nielsen was committed under the following significant guarantee arrangements:
Sub-lease guarantees
Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, the Company has not been required to perform under such arrangements, does not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.
Letters of credit
Letters of credit issued and outstanding amount to $6 million and $12 million at December 31, 2014 and 2013, respectively.
Legal Proceedings and Contingencies
Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period.
|
17. Segments
The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry. Management aggregates such operating segments into two reporting segments: what consumers buy, consisting principally of market research information and analytical services and what consumers watch and listen to, consisting principally of television, radio, online and mobile audience and advertising measurement services and corresponding analytics. In March 2013, Nielsen completed the exit and shut down of one of its legacy online businesses and in June 2013, Nielsen completed the sale of its expositions business. These divestitures were reported as discontinued operations, which require retrospective restatement of prior periods to classify operating results of these businesses as discontinued operations. (See Note 4 “Discontinued Operations”, for more information). The consolidated statements of operations reflect the operating results of these businesses as discontinued operations.
During the fourth quarter of 2013, to conform to a change in management reporting, Nielsen reclassified two products from the Buy segment to the Watch segment. The business segment results have been reclassified for comparison purposes for all periods presented in the consolidated financial statements.
Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described in Item 7 “Management Discussion and Analysis”, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations.
Business Segment Information
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
3,523 |
|
|
$ |
3,406 |
|
|
$ |
3,341 |
|
Watch |
|
|
2,765 |
|
|
|
2,297 |
|
|
|
2,066 |
|
Total |
|
$ |
6,288 |
|
|
$ |
5,703 |
|
|
$ |
5,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Business segment income/(loss)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
658 |
|
|
$ |
660 |
|
|
$ |
676 |
|
Watch |
|
|
1,214 |
|
|
|
989 |
|
|
|
856 |
|
Corporate and eliminations |
|
|
(35 |
) |
|
|
(32 |
) |
|
|
(28 |
) |
Total |
|
$ |
1,837 |
|
|
$ |
1,617 |
|
|
$ |
1,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
224 |
|
|
$ |
199 |
|
|
$ |
197 |
|
Watch |
|
|
343 |
|
|
|
302 |
|
|
|
285 |
|
Corporate and eliminations |
|
|
6 |
|
|
|
9 |
|
|
|
11 |
|
Total |
|
$ |
573 |
|
|
$ |
510 |
|
|
$ |
493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
64 |
|
|
$ |
47 |
|
|
$ |
58 |
|
Watch |
|
|
14 |
|
|
|
55 |
|
|
|
20 |
|
Corporate and eliminations |
|
|
11 |
|
|
|
17 |
|
|
|
7 |
|
Total |
|
$ |
89 |
|
|
$ |
119 |
|
|
$ |
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
14 |
|
|
$ |
14 |
|
|
$ |
10 |
|
Watch |
|
|
10 |
|
|
|
11 |
|
|
|
7 |
|
Corporate and eliminations |
|
|
23 |
|
|
|
22 |
|
|
|
17 |
|
Total |
|
$ |
47 |
|
|
$ |
47 |
|
|
$ |
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Other items(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
(2 |
) |
|
$ |
1 |
|
|
$ |
8 |
|
Watch |
|
|
11 |
|
|
|
51 |
|
|
|
(9 |
) |
Corporate and eliminations |
|
|
30 |
|
|
|
28 |
|
|
|
13 |
|
Total |
|
$ |
39 |
|
|
$ |
80 |
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Operating income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
358 |
|
|
$ |
399 |
|
|
$ |
403 |
|
Watch |
|
|
836 |
|
|
|
570 |
|
|
|
553 |
|
Corporate and eliminations |
|
|
(105 |
) |
|
|
(108 |
) |
|
|
(76 |
) |
Total |
|
$ |
1,089 |
|
|
$ |
861 |
|
|
$ |
880 |
|
(IN MILLIONS) |
|
December 31, |
|
|
December 31, |
|
||
Total assets |
|
|
|
|
|
|
|
|
Buy |
|
$ |
6,869 |
|
|
$ |
6,768 |
|
Watch |
|
|
8,156 |
|
|
|
8,326 |
|
Corporate and eliminations(3) |
|
|
351 |
|
|
|
436 |
|
Total |
|
$ |
15,376 |
|
|
$ |
15,530 |
|
|
(1) |
The Company’s chief operating decision making group uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments |
(2) |
For the year ended December 31, 2014, other items primarily consist of non-recurring costs. For the year months ended December 31, 2013, other items primarily consist of one-time items associated with the acquisition of Arbitron, including non-cash purchase accounting adjustments and transaction related costs. |
(3) |
Includes deferred financing costs of $50 million for the years ended December 31, 2014 and 2013, respectively. |
|
|
Year ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
206 |
|
|
$ |
171 |
|
|
$ |
169 |
|
Watch |
|
|
198 |
|
|
|
197 |
|
|
|
181 |
|
Expositions |
|
— |
|
|
— |
|
|
|
5 |
|
||
Corporate and eliminations |
|
|
8 |
|
|
|
6 |
|
|
|
3 |
|
Total |
|
$ |
412 |
|
|
$ |
374 |
|
|
$ |
358 |
|
Geographic Segment Information
|
|
|
|
|
|
Operating |
|
|
Long- |
|
||
|
|
|
|
|
|
Income/ |
|
|
lived |
|
||
(IN MILLIONS) |
|
Revenues(1) |
|
|
(Loss) |
|
|
Assets(2) |
|
|||
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,415 |
|
|
$ |
700 |
|
|
$ |
10,255 |
|
North and South America, excluding the United States |
|
|
670 |
|
|
|
161 |
|
|
|
1,150 |
|
The Netherlands |
|
|
40 |
|
|
(16 |
) |
|
1 |
|
||
Other Europe, Middle East & Africa |
|
|
1,392 |
|
|
|
151 |
|
|
|
1,128 |
|
Asia Pacific |
|
|
771 |
|
|
|
93 |
|
|
|
385 |
|
Total |
|
$ |
6,288 |
|
|
$ |
1,089 |
|
|
$ |
12,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
Long- |
|
||
|
|
|
|
|
|
Income/ |
|
|
lived |
|
||
(IN MILLIONS) |
|
Revenues(1) |
|
|
(Loss) |
|
|
Assets(2) |
|
|||
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
2,857 |
|
|
$ |
414 |
|
|
$ |
10,203 |
|
North and South America, excluding the United States |
|
|
660 |
|
|
|
167 |
|
|
|
1,268 |
|
The Netherlands |
|
|
39 |
|
|
|
(3 |
) |
|
|
(6 |
) |
Other Europe, Middle East & Africa |
|
|
1,388 |
|
|
|
194 |
|
|
|
1,137 |
|
Asia Pacific |
|
|
759 |
|
|
|
89 |
|
|
|
423 |
|
Total |
|
$ |
5,703 |
|
|
$ |
861 |
|
|
$ |
13,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
|
|
|
|
|
|
Income/ |
|
|
|
|
|
|
(IN MILLIONS) |
|
Revenues(1) |
|
|
(Loss) |
|
|
|
|
|
||
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
2,637 |
|
|
$ |
447 |
|
|
|
|
|
North and South America, excluding the United States |
|
|
640 |
|
|
|
170 |
|
|
|
|
|
The Netherlands |
|
|
39 |
|
|
|
2 |
|
|
|
|
|
Other Europe, Middle East & Africa |
|
|
1,353 |
|
|
|
178 |
|
|
|
|
|
Asia Pacific |
|
|
738 |
|
|
|
83 |
|
|
|
|
|
Total |
|
$ |
5,407 |
|
|
$ |
880 |
|
|
|
|
|
|
(1) |
Revenues are attributed to geographic areas based on the location of customers. |
|
18. Additional Financial Information
Prepaid expenses and other current assets
|
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
Deferred tax assets |
|
$ |
241 |
|
|
$ |
116 |
|
Prepaid expenses and other current assets(1) |
|
|
264 |
|
|
|
258 |
|
Total prepaid expenses and other current assets |
|
$ |
505 |
|
|
$ |
374 |
|
Accounts payable and other current liabilities
|
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
Trade payables |
|
$ |
223 |
|
|
$ |
143 |
|
Personnel costs |
|
|
283 |
|
|
|
309 |
|
Current portion of restructuring liabilities |
|
|
60 |
|
|
|
87 |
|
Data and professional services |
|
|
196 |
|
|
|
201 |
|
Interest payable |
|
|
41 |
|
|
|
44 |
|
Other current liabilities(1) |
|
|
232 |
|
|
|
242 |
|
Total accounts payable and other current liabilities |
|
$ |
1,035 |
|
|
$ |
1,026 |
|
|
(1) |
Other includes multiple items, none of which is individually significant. |
|
19. Guarantor Financial Information
The following supplemental financial information sets forth for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the consolidating balance sheet as of December 31, 2014 and 2013 and consolidating statements of operations and cash flows for the years ended December 31, 2014, 2013 and 2012. The Senior Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect wholly-owned subsidiaries of Nielsen, 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.
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.
Consolidating 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 |
|
|
— |
|
|
|
— |
|
|
|
1,270 |
|
|
|
1,350 |
|
|
|
— |
|
|
|
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 |
) |
|
|
— |
|
|
|
698 |
|
|
|
395 |
|
|
|
— |
|
|
|
1,089 |
|
Interest income |
|
|
— |
|
|
|
856 |
|
|
|
46 |
|
|
|
8 |
|
|
|
(907 |
) |
|
|
3 |
|
Interest expense |
|
|
— |
|
|
|
(283 |
) |
|
|
(874 |
) |
|
|
(50 |
) |
|
|
907 |
|
|
|
(300 |
) |
Foreign currency exchange transaction losses, net |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(69 |
) |
|
|
— |
|
|
|
(71 |
) |
Other income/(expense), net |
|
|
— |
|
|
|
553 |
|
|
|
200 |
|
|
|
(204 |
) |
|
|
(649 |
) |
|
|
(100 |
) |
(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates |
|
|
(4 |
) |
|
|
1,126 |
|
|
|
68 |
|
|
|
80 |
|
|
|
(649 |
) |
|
|
621 |
|
Benefit/(provision) for income taxes |
|
|
7 |
|
|
|
(94 |
) |
|
|
(92 |
) |
|
|
(57 |
) |
|
|
— |
|
|
|
(236 |
) |
Equity in net income/(loss) of subsidiaries |
|
|
381 |
|
|
|
(721 |
) |
|
|
408 |
|
|
|
— |
|
|
|
(68 |
) |
|
|
— |
|
Equity in net loss of affiliates |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
(4 |
) |
Net income |
|
|
384 |
|
|
|
311 |
|
|
|
381 |
|
|
|
22 |
|
|
|
(717 |
) |
|
|
381 |
|
Less: net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
(3 |
) |
Net income attributable to controlling interests |
|
|
384 |
|
|
|
311 |
|
|
|
381 |
|
|
|
25 |
|
|
|
(717 |
) |
|
|
384 |
|
Total other comprehensive (loss)/income |
|
|
(390 |
) |
|
|
799 |
|
|
|
(390 |
) |
|
|
(490 |
) |
|
|
74 |
|
|
|
(397 |
) |
Total other comprehensive loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
(7 |
) |
Total other comprehensive (loss)/income attributable to controlling interests |
|
|
(390 |
) |
|
|
799 |
|
|
|
(390 |
) |
|
|
(483 |
) |
|
|
74 |
|
|
|
(390 |
) |
Total comprehensive (loss)/income |
|
|
(6 |
) |
|
|
1,110 |
|
|
|
(9 |
) |
|
|
(468 |
) |
|
|
(643 |
) |
|
|
(16 |
) |
Total comprehensive loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10 |
) |
|
|
— |
|
|
|
(10 |
) |
Total comprehensive (loss)/income attributable to controlling interests |
|
$ |
(6 |
) |
|
$ |
1,110 |
|
|
$ |
(9 |
) |
|
$ |
(458 |
) |
|
$ |
(643 |
) |
|
$ |
(6 |
) |
Consolidating Statement of Comprehensive Income
For the year ended December 31, 2013
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenues |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,859 |
|
|
$ |
2,844 |
|
|
$ |
— |
|
|
$ |
5,703 |
|
Cost of revenues, exclusive of depreciation and amortization shown separately below |
|
|
— |
|
|
|
— |
|
|
|
1,087 |
|
|
|
1,311 |
|
|
|
— |
|
|
|
2,398 |
|
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
|
|
4 |
|
|
|
— |
|
|
|
889 |
|
|
|
922 |
|
|
|
— |
|
|
|
1,815 |
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
386 |
|
|
|
124 |
|
|
|
— |
|
|
|
510 |
|
Restructuring charges |
|
|
— |
|
|
|
— |
|
|
|
67 |
|
|
|
52 |
|
|
|
— |
|
|
|
119 |
|
Operating (loss)/income |
|
|
(4 |
) |
|
|
— |
|
|
|
430 |
|
|
|
435 |
|
|
|
— |
|
|
|
861 |
|
Interest income |
|
|
1 |
|
|
|
743 |
|
|
|
58 |
|
|
|
15 |
|
|
|
(815 |
) |
|
|
2 |
|
Interest expense |
|
|
(2 |
) |
|
|
(300 |
) |
|
|
(772 |
) |
|
|
(50 |
) |
|
|
815 |
|
|
|
(309 |
) |
Foreign currency exchange transaction gains/(losses), net |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
(26 |
) |
|
|
0 |
|
|
|
(25 |
) |
Other (expense)/income, net |
|
|
— |
|
|
|
(21 |
) |
|
|
118 |
|
|
|
(106 |
) |
|
|
0 |
|
|
|
(9 |
) |
(Loss)/income from continuing operations before income taxes and equity in net (loss)/income of affiliates |
|
|
(5 |
) |
|
|
422 |
|
|
|
(165 |
) |
|
|
268 |
|
|
|
— |
|
|
|
520 |
|
(Provision)/benefit for income taxes |
|
|
(1 |
) |
|
|
(95 |
) |
|
|
82 |
|
|
|
(77 |
) |
|
|
— |
|
|
|
(91 |
) |
Equity in net income of subsidiaries |
|
|
746 |
|
|
|
421 |
|
|
|
522 |
|
|
|
— |
|
|
|
(1,689 |
) |
|
|
— |
|
Equity in net (loss)/income of affiliates |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
3 |
|
|
|
— |
|
|
|
2 |
|
Income from continuing operations |
|
|
740 |
|
|
|
748 |
|
|
|
438 |
|
|
|
194 |
|
|
|
(1,689 |
) |
|
|
431 |
|
Income/(loss) from discontinued operations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
308 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
305 |
|
Net income |
|
|
740 |
|
|
|
748 |
|
|
|
746 |
|
|
|
191 |
|
|
|
(1,689 |
) |
|
|
736 |
|
Less: net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
(4 |
) |
Net income attributable to controlling interests |
|
|
740 |
|
|
|
748 |
|
|
|
746 |
|
|
|
195 |
|
|
|
(1,689 |
) |
|
|
740 |
|
Total other comprehensive (loss)/income |
|
|
(54 |
) |
|
|
(39 |
) |
|
|
(54 |
) |
|
|
32 |
|
|
|
63 |
|
|
|
(52 |
) |
Total other comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
2 |
|
Total other comprehensive (loss)/income attributable to controlling interests |
|
|
(54 |
) |
|
|
(39 |
) |
|
|
(54 |
) |
|
|
30 |
|
|
|
63 |
|
|
|
(54 |
) |
Total comprehensive income |
|
|
686 |
|
|
|
709 |
|
|
|
692 |
|
|
|
223 |
|
|
|
(1,626 |
) |
|
|
684 |
|
Total comprehensive loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
Total comprehensive income attributable to controlling interests |
|
$ |
686 |
|
|
$ |
709 |
|
|
$ |
692 |
|
|
$ |
225 |
|
|
$ |
(1,626 |
) |
|
$ |
686 |
|
Consolidating Statement of Comprehensive Income
For the year ended December 31, 2012
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenues |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,640 |
|
|
$ |
2,767 |
|
|
$ |
— |
|
|
$ |
5,407 |
|
Cost of revenues, exclusive of depreciation and amortization shown separately below |
|
|
— |
|
|
|
— |
|
|
|
970 |
|
|
|
1,255 |
|
|
|
— |
|
|
|
2,225 |
|
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
|
|
2 |
|
|
|
— |
|
|
|
817 |
|
|
|
905 |
|
|
|
— |
|
|
|
1,724 |
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
377 |
|
|
|
116 |
|
|
|
— |
|
|
|
493 |
|
Restructuring charges |
|
|
— |
|
|
|
— |
|
|
|
28 |
|
|
|
57 |
|
|
|
— |
|
|
|
85 |
|
Operating (loss)/income |
|
|
(2 |
) |
|
|
— |
|
|
|
448 |
|
|
|
434 |
|
|
|
— |
|
|
|
880 |
|
Interest income |
|
|
— |
|
|
|
695 |
|
|
|
59 |
|
|
|
28 |
|
|
|
(778 |
) |
|
|
4 |
|
Interest expense |
|
|
(23 |
) |
|
|
(367 |
) |
|
|
(717 |
) |
|
|
(61 |
) |
|
|
778 |
|
|
|
(390 |
) |
Foreign currency exchange transaction losses, net |
|
|
(1 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
(14 |
) |
|
|
— |
|
|
|
(17 |
) |
Other (expense)/income, net |
|
|
— |
|
|
|
(121 |
) |
|
|
148 |
|
|
|
(145 |
) |
|
|
— |
|
|
|
(118 |
) |
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of affiliates |
|
|
(26 |
) |
|
|
207 |
|
|
|
(64 |
) |
|
|
242 |
|
|
|
— |
|
|
|
359 |
|
Benefit/(provision) for income taxes |
|
|
2 |
|
|
|
(32 |
) |
|
|
(11 |
) |
|
|
(81 |
) |
|
|
— |
|
|
|
(122 |
) |
Equity in net income of subsidiaries |
|
|
297 |
|
|
|
142 |
|
|
|
332 |
|
|
|
— |
|
|
|
(771 |
) |
|
|
— |
|
Equity in net income of affiliates |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
5 |
|
Income from continuing operations |
|
|
273 |
|
|
|
317 |
|
|
|
260 |
|
|
|
163 |
|
|
|
(771 |
) |
|
|
242 |
|
Income/(loss) from discontinued operations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
30 |
|
Net income |
|
|
273 |
|
|
|
317 |
|
|
|
297 |
|
|
|
156 |
|
|
|
(771 |
) |
|
|
272 |
|
Less: net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
Net income attributable to controlling interests |
|
|
273 |
|
|
|
317 |
|
|
|
297 |
|
|
|
157 |
|
|
|
(771 |
) |
|
|
273 |
|
Total other comprehensive (loss)/income |
|
|
(34 |
) |
|
|
(28 |
) |
|
|
(34 |
) |
|
|
37 |
|
|
|
28 |
|
|
|
(31 |
) |
Total other comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
Total other comprehensive (loss)/income attributable to controlling interest |
|
|
(34 |
) |
|
|
(28 |
) |
|
|
(34 |
) |
|
|
34 |
|
|
|
28 |
|
|
|
(34 |
) |
Total comprehensive income |
|
|
239 |
|
|
|
289 |
|
|
|
263 |
|
|
|
193 |
|
|
|
(743 |
) |
|
|
241 |
|
Total comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
2 |
|
Total comprehensive income attributable to controlling interests |
|
$ |
239 |
|
|
$ |
289 |
|
|
$ |
263 |
|
|
$ |
191 |
|
|
$ |
(743 |
) |
|
$ |
239 |
|
Consolidating Balance Sheet
December 31, 2014
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
49 |
|
|
$ |
1 |
|
|
$ |
(51 |
) |
|
$ |
274 |
|
|
$ |
— |
|
|
$ |
273 |
|
Trade and other receivables, net |
|
|
1 |
|
|
|
— |
|
|
|
526 |
|
|
|
714 |
|
|
|
— |
|
|
|
1,241 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
8 |
|
|
|
339 |
|
|
|
158 |
|
|
|
— |
|
|
|
505 |
|
Intercompany receivables |
|
|
1 |
|
|
|
228 |
|
|
|
141 |
|
|
|
190 |
|
|
|
(560 |
) |
|
|
— |
|
Total current assets |
|
|
51 |
|
|
|
237 |
|
|
|
955 |
|
|
|
1,336 |
|
|
|
(560 |
) |
|
|
2,019 |
|
Non-current assets |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
— |
|
|
|
— |
|
|
|
335 |
|
|
|
198 |
|
|
|
— |
|
|
|
533 |
|
Goodwill |
|
|
— |
|
|
|
— |
|
|
|
5,588 |
|
|
|
2,083 |
|
|
|
— |
|
|
|
7,671 |
|
Other intangible assets, net |
|
|
— |
|
|
|
— |
|
|
|
4,318 |
|
|
|
397 |
|
|
|
— |
|
|
|
4,715 |
|
Deferred tax assets |
|
|
1 |
|
|
|
— |
|
|
|
25 |
|
|
|
57 |
|
|
|
— |
|
|
|
83 |
|
Other non-current assets |
|
|
— |
|
|
|
44 |
|
|
|
171 |
|
|
|
140 |
|
|
|
— |
|
|
|
355 |
|
Equity investment in subsidiaries |
|
|
5,017 |
|
|
|
1,124 |
|
|
|
6,548 |
|
|
|
— |
|
|
|
(12,689 |
) |
|
|
— |
|
Intercompany receivables |
|
|
— |
|
|
|
10,493 |
|
|
|
560 |
|
|
|
191 |
|
|
|
(11,244 |
) |
|
|
— |
|
Total assets |
|
$ |
5,069 |
|
|
$ |
11,898 |
|
|
$ |
18,500 |
|
|
$ |
4,402 |
|
|
$ |
(24,493 |
) |
|
$ |
15,376 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
$ |
10 |
|
|
$ |
44 |
|
|
$ |
418 |
|
|
$ |
563 |
|
|
$ |
— |
|
|
$ |
1,035 |
|
Deferred revenues |
|
|
— |
|
|
|
— |
|
|
|
159 |
|
|
|
145 |
|
|
|
— |
|
|
|
304 |
|
Income tax liabilities |
|
|
1 |
|
|
|
— |
|
|
|
18 |
|
|
|
43 |
|
|
|
— |
|
|
|
62 |
|
Current portion of long-term debt, capital lease obligations and short-term borrowings |
|
|
— |
|
|
|
98 |
|
|
|
298 |
|
|
|
1 |
|
|
|
— |
|
|
|
397 |
|
Intercompany payables |
|
|
— |
|
|
|
— |
|
|
|
428 |
|
|
|
132 |
|
|
|
(560 |
) |
|
|
— |
|
Total current liabilities |
|
|
11 |
|
|
|
142 |
|
|
|
1,321 |
|
|
|
884 |
|
|
|
(560 |
) |
|
|
1,798 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations |
|
|
— |
|
|
|
6,358 |
|
|
|
87 |
|
|
|
20 |
|
|
|
— |
|
|
|
6,465 |
|
Deferred tax liabilities |
|
|
— |
|
|
|
74 |
|
|
|
895 |
|
|
|
56 |
|
|
|
— |
|
|
|
1,025 |
|
Intercompany loans |
|
|
— |
|
|
|
61 |
|
|
|
10,613 |
|
|
|
570 |
|
|
|
(11,244 |
) |
|
|
— |
|
Other non-current liabilities |
|
|
2 |
|
|
|
2 |
|
|
|
567 |
|
|
|
384 |
|
|
|
— |
|
|
|
955 |
|
Total liabilities |
|
|
13 |
|
|
|
6,637 |
|
|
|
13,483 |
|
|
|
1,914 |
|
|
|
(11,804 |
) |
|
|
10,243 |
|
Total stockholders’ equity |
|
|
5,056 |
|
|
|
5,261 |
|
|
|
5,017 |
|
|
|
2,411 |
|
|
|
(12,689 |
) |
|
|
5,056 |
|
Noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
77 |
|
|
|
— |
|
|
|
77 |
|
Total equity |
|
|
5,056 |
|
|
|
5,261 |
|
|
|
5,017 |
|
|
|
2,488 |
|
|
|
(12,689 |
) |
|
|
5,133 |
|
Total liabilities and equity |
|
$ |
5,069 |
|
|
$ |
11,898 |
|
|
$ |
18,500 |
|
|
$ |
4,402 |
|
|
$ |
(24,493 |
) |
|
$ |
15,376 |
|
Consolidating Balance Sheet
December 31, 2013
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
205 |
|
|
$ |
347 |
|
|
$ |
— |
|
|
$ |
564 |
|
Trade and other receivables, net |
|
|
2 |
|
|
|
— |
|
|
|
447 |
|
|
|
747 |
|
|
|
— |
|
|
|
1,196 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
11 |
|
|
|
225 |
|
|
|
138 |
|
|
|
— |
|
|
|
374 |
|
Intercompany receivables |
|
|
— |
|
|
|
190 |
|
|
|
169 |
|
|
|
176 |
|
|
|
(535 |
) |
|
|
— |
|
Total current assets |
|
|
14 |
|
|
|
201 |
|
|
|
1,046 |
|
|
|
1,408 |
|
|
|
(535 |
) |
|
|
2,134 |
|
Non-current assets |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
— |
|
|
|
— |
|
|
|
327 |
|
|
|
233 |
|
|
|
— |
|
|
|
560 |
|
Goodwill |
|
|
— |
|
|
|
— |
|
|
|
5,493 |
|
|
|
2,191 |
|
|
|
— |
|
|
|
7,684 |
|
Other intangible assets, net |
|
|
— |
|
|
|
— |
|
|
|
4,360 |
|
|
|
421 |
|
|
|
— |
|
|
|
4,781 |
|
Deferred tax assets |
|
|
— |
|
|
|
7 |
|
|
|
58 |
|
|
|
50 |
|
|
|
— |
|
|
|
115 |
|
Other non-current assets |
|
|
— |
|
|
|
39 |
|
|
|
99 |
|
|
|
118 |
|
|
|
— |
|
|
|
256 |
|
Equity investment in subsidiaries |
|
|
5,728 |
|
|
|
2,020 |
|
|
|
7,631 |
|
|
|
— |
|
|
|
(15,379 |
) |
|
|
— |
|
Intercompany receivables |
|
|
— |
|
|
|
10,224 |
|
|
|
495 |
|
|
|
1,289 |
|
|
|
(12,008 |
) |
|
|
— |
|
Total assets |
|
$ |
5,742 |
|
|
$ |
12,491 |
|
|
$ |
19,509 |
|
|
$ |
5,710 |
|
|
$ |
(27,922 |
) |
|
$ |
15,530 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
$ |
6 |
|
|
$ |
47 |
|
|
$ |
367 |
|
|
$ |
606 |
|
|
$ |
— |
|
|
$ |
1,026 |
|
Deferred revenues |
|
|
— |
|
|
|
— |
|
|
|
154 |
|
|
|
152 |
|
|
|
— |
|
|
|
306 |
|
Income tax liabilities |
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
42 |
|
|
|
— |
|
|
|
55 |
|
Current portion of long-term debt, capital lease obligations and short-term borrowings |
|
|
— |
|
|
|
136 |
|
|
|
11 |
|
|
|
1 |
|
|
|
— |
|
|
|
148 |
|
Intercompany payables |
|
|
— |
|
|
|
5 |
|
|
|
377 |
|
|
|
153 |
|
|
|
(535 |
) |
|
|
— |
|
Total current liabilities |
|
|
6 |
|
|
|
188 |
|
|
|
922 |
|
|
|
954 |
|
|
|
(535 |
) |
|
|
1,535 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations |
|
|
— |
|
|
|
6,388 |
|
|
|
86 |
|
|
|
18 |
|
|
|
— |
|
|
|
6,492 |
|
Deferred tax liabilities |
|
|
— |
|
|
|
74 |
|
|
|
720 |
|
|
|
70 |
|
|
|
— |
|
|
|
864 |
|
Intercompany loans |
|
|
— |
|
|
|
— |
|
|
|
11,513 |
|
|
|
495 |
|
|
|
(12,008 |
) |
|
|
— |
|
Other non-current liabilities |
|
|
7 |
|
|
|
8 |
|
|
|
540 |
|
|
|
277 |
|
|
|
— |
|
|
|
832 |
|
Total liabilities |
|
|
13 |
|
|
|
6,658 |
|
|
|
13,781 |
|
|
|
1,814 |
|
|
|
(12,543 |
) |
|
|
9,723 |
|
Total stockholders’ equity |
|
|
5,729 |
|
|
|
5,833 |
|
|
|
5,728 |
|
|
|
3,818 |
|
|
|
(15,379 |
) |
|
|
5,729 |
|
Noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
78 |
|
|
|
— |
|
|
|
78 |
|
Total equity |
|
|
5,729 |
|
|
|
5,833 |
|
|
|
5,728 |
|
|
|
3,896 |
|
|
|
(15,379 |
) |
|
|
5,807 |
|
Total liabilities and equity |
|
$ |
5,742 |
|
|
$ |
12,491 |
|
|
$ |
19,509 |
|
|
$ |
5,710 |
|
|
$ |
(27,922 |
) |
|
$ |
15,530 |
|
Consolidating 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 |
|
|
$ |
379 |
|
|
$ |
195 |
|
|
$ |
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 |
) |
|
|
(376 |
) |
|
|
2 |
|
|
|
(92 |
) |
Net cash provided by/(used in) financing activities |
|
|
41 |
|
|
|
(522 |
) |
|
|
(102 |
) |
|
|
(2 |
) |
|
|
(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 |
|
Consolidating Statement of Cash Flows
For the year ended December 31, 2013
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Consolidated |
|
|||||
Net cash provided by operating activities |
|
$ |
1 |
|
|
$ |
539 |
|
|
$ |
40 |
|
|
$ |
321 |
|
|
$ |
901 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiaries and affiliates, net of cash acquired |
|
|
— |
|
|
|
— |
|
|
|
(1,242 |
) |
|
|
(7 |
) |
|
|
(1,249 |
) |
Proceeds from sale of subsidiaries and affiliates, net |
|
|
— |
|
|
|
— |
|
|
|
935 |
|
|
|
— |
|
|
|
935 |
|
Additions to property, plant and equipment and other assets |
|
|
— |
|
|
|
— |
|
|
|
(56 |
) |
|
|
(74 |
) |
|
|
(130 |
) |
Additions to intangible assets |
|
|
— |
|
|
|
— |
|
|
|
(218 |
) |
|
|
(26 |
) |
|
|
(244 |
) |
Other investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Net cash used in investing activities |
|
|
— |
|
|
|
— |
|
|
|
(581 |
) |
|
|
(106 |
) |
|
|
(687 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt, net of issuance costs |
|
|
— |
|
|
|
2,481 |
|
|
|
— |
|
|
|
4 |
|
|
|
2,485 |
|
Repayments of debt |
|
|
— |
|
|
|
(2,171 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,171 |
) |
Decrease in other short-term borrowings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
(5 |
) |
Cash dividends paid to shareholders |
|
|
(265 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(265 |
) |
Repurchase of common stock |
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
Proceeds from exercise of stock options |
|
|
95 |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(7 |
) |
|
|
85 |
|
Other financing activities |
|
|
191 |
|
|
|
(849 |
) |
|
|
727 |
|
|
|
(104 |
) |
|
|
(35 |
) |
Net cash (used in)/provided by financing activities |
|
|
10 |
|
|
|
(539 |
) |
|
|
724 |
|
|
|
(112 |
) |
|
|
83 |
|
Effect of exchange-rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(19 |
) |
|
|
(21 |
) |
Net increase in cash and cash equivalents |
|
|
11 |
|
|
|
— |
|
|
|
181 |
|
|
|
84 |
|
|
|
276 |
|
Cash and cash equivalents at beginning of period |
|
|
1 |
|
|
|
— |
|
|
|
24 |
|
|
|
263 |
|
|
|
288 |
|
Cash and cash equivalents at end of period |
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
205 |
|
|
$ |
347 |
|
|
$ |
564 |
|
Consolidating Statement of Cash Flows
For the year ended December 31, 2012
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Consolidated |
|
|||||
Net cash (used in)/provided by operating activities |
|
$ |
(18 |
) |
|
$ |
253 |
|
|
$ |
176 |
|
|
$ |
373 |
|
|
$ |
784 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiaries and affiliates, net of cash acquired |
|
|
— |
|
|
|
— |
|
|
|
(142 |
) |
|
|
(18 |
) |
|
|
(160 |
) |
Proceeds from sale of subsidiaries and affiliates, net |
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
(4 |
) |
Additions to property, plant and equipment and other assets |
|
|
— |
|
|
|
— |
|
|
|
(59 |
) |
|
|
(73 |
) |
|
|
(132 |
) |
Additions to intangible assets |
|
|
— |
|
|
|
— |
|
|
|
(204 |
) |
|
|
(22 |
) |
|
|
(226 |
) |
Net cash used in investing activities |
|
|
— |
|
|
|
— |
|
|
|
(409 |
) |
|
|
(113 |
) |
|
|
(522 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt, net of issuance costs |
|
|
— |
|
|
|
1,998 |
|
|
|
— |
|
|
|
— |
|
|
|
1,998 |
|
Repayments of debt |
|
|
— |
|
|
|
(2,120 |
) |
|
|
(110 |
) |
|
|
— |
|
|
|
(2,230 |
) |
Increase in other short-term borrowings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
Proceeds from exercise of stock options |
|
|
34 |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
29 |
|
Other financing activities |
|
|
(15 |
) |
|
|
(131 |
) |
|
|
336 |
|
|
|
(288 |
) |
|
|
(98 |
) |
Net cash provided by/(used in) financing activities |
|
|
19 |
|
|
|
(253 |
) |
|
|
223 |
|
|
|
(287 |
) |
|
|
(298 |
) |
Effect of exchange-rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
5 |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
1 |
|
|
|
— |
|
|
|
(10 |
) |
|
|
(22 |
) |
|
|
(31 |
) |
Cash and cash equivalents at beginning of period |
|
|
— |
|
|
|
— |
|
|
|
34 |
|
|
|
285 |
|
|
|
319 |
|
Cash and cash equivalents at end of period |
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
24 |
|
|
$ |
263 |
|
|
$ |
288 |
|
|
20. Quarterly Financial Data (unaudited)
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
||||
(IN MILLIONS, EXCEPT PER SHARE DATA) |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
||||
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,489 |
|
|
$ |
1,594 |
|
|
$ |
1,572 |
|
|
$ |
1,633 |
|
Operating income |
|
$ |
193 |
|
|
$ |
277 |
|
|
$ |
311 |
|
|
$ |
308 |
|
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
87 |
|
|
$ |
149 |
|
|
$ |
187 |
|
|
$ |
198 |
|
Net income attributable to Nielsen stockholders |
|
$ |
58 |
|
|
$ |
74 |
|
|
$ |
91 |
|
|
$ |
161 |
|
Net income per share of common stock, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.43 |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.43 |
|
Net income per share of common stock, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.42 |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
||||
(IN MILLIONS, EXCEPT PER SHARE DATA) |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
||||
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,319 |
|
|
$ |
1,386 |
|
|
$ |
1,387 |
|
|
$ |
1,611 |
|
Operating income |
|
$ |
142 |
|
|
$ |
238 |
|
|
$ |
243 |
|
|
$ |
238 |
|
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
41 |
|
|
$ |
161 |
|
|
$ |
171 |
|
|
$ |
147 |
|
Income from discontinued operations, net of tax |
|
$ |
12 |
|
|
$ |
307 |
|
|
— |
|
|
$ |
(14 |
) |
|
Net income attributable to Nielsen stockholders |
|
$ |
35 |
|
|
$ |
426 |
|
|
$ |
134 |
|
|
$ |
145 |
|
Net income per share of common stock, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.06 |
|
|
$ |
0.32 |
|
|
$ |
0.35 |
|
|
$ |
0.42 |
|
Discontinued operations, net of tax |
|
|
0.03 |
|
|
|
0.82 |
|
|
— |
|
|
|
(0.04 |
) |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.09 |
|
|
$ |
1.14 |
|
|
$ |
0.35 |
|
|
$ |
0.38 |
|
Net income per share of common stock, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.06 |
|
|
$ |
0.31 |
|
|
$ |
0.35 |
|
|
$ |
0.41 |
|
Discontinued operations, net of tax |
|
|
0.03 |
|
|
|
0.80 |
|
|
— |
|
|
|
(0.03 |
) |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.09 |
|
|
$ |
1.12 |
|
|
$ |
0.35 |
|
|
$ |
0.38 |
|
|
Schedule I—Condensed Financial Information of Registrant
Nielsen N.V.
Parent Company Only
Statements of Operations
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Selling, general and administrative expenses |
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
2 |
|
Operating loss |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
(2 |
) |
Interest income |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Interest expense |
|
|
— |
|
|
|
(2 |
) |
|
|
(23 |
) |
Foreign currency exchange transaction losses, net |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Loss from continuing operations before income taxes and equity in net income of subsidiaries |
|
|
(4 |
) |
|
|
(5 |
) |
|
|
(26 |
) |
Benefit/(provision) for income taxes |
|
|
7 |
|
|
|
(1 |
) |
|
|
2 |
|
Equity in net income of subsidiaries |
|
|
381 |
|
|
|
746 |
|
|
|
297 |
|
Net income |
|
$ |
384 |
|
|
$ |
740 |
|
|
$ |
273 |
|
Nielsen N.V.
Parent Company Only
Balance Sheets
|
|
December 31, |
|
|||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
Assets: |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
49 |
|
|
$ |
12 |
|
Amounts receivable from subsidiary |
|
|
1 |
|
|
|
2 |
|
Loan receivable from subsidiary |
|
|
1 |
|
|
|
— |
|
Total current assets |
|
|
51 |
|
|
|
14 |
|
Investment in subsidiaries |
|
|
5,017 |
|
|
|
5,728 |
|
Other non-current assets |
|
|
1 |
|
|
|
— |
|
Total assets |
|
$ |
5,069 |
|
|
$ |
5,742 |
|
Liabilities and equity: |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
|
10 |
|
|
|
6 |
|
Income tax liability |
|
|
1 |
|
|
|
— |
|
Total current liabilities |
|
|
11 |
|
|
|
6 |
|
Long-term debt |
|
|
— |
|
|
|
— |
|
Other non-current liabilities |
|
|
2 |
|
|
|
7 |
|
Total liabilities |
|
|
13 |
|
|
|
13 |
|
Total equity |
|
|
5,056 |
|
|
|
5,729 |
|
Total liabilities and equity |
|
$ |
5,069 |
|
|
$ |
5,742 |
|
Nielsen N.V.
Parent Company Only
Statements of Cash Flows
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Net cash provided by/(used in) operating activities |
|
$ |
(4 |
) |
|
$ |
1 |
|
|
$ |
(18 |
) |
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid to stockholders |
|
|
(356 |
) |
|
|
(265 |
) |
|
|
— |
|
Repurchase of common stock |
|
|
(466 |
) |
|
|
(11 |
) |
|
|
— |
|
Activity under stock plans |
|
|
112 |
|
|
|
95 |
|
|
|
34 |
|
Other financing activities |
|
|
751 |
|
|
|
191 |
|
|
|
(15 |
) |
Net cash provided by financing activities |
|
|
41 |
|
|
|
10 |
|
|
|
19 |
|
Net increase in cash and cash equivalents |
|
|
37 |
|
|
|
11 |
|
|
|
1 |
|
Cash and cash equivalents, beginning of period |
|
|
12 |
|
|
|
1 |
|
|
|
— |
|
Cash and cash equivalents, end of period |
|
$ |
49 |
|
|
$ |
12 |
|
|
$ |
1 |
|
The notes to the consolidated financial statements of Nielsen N.V. (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 executed a $6 million short-term loan with one of its subsidiaries with an original maturity in June 2012 and began accreting interest in December 2011 at a rate of 3.01%. In 2012, the loan was extended at a rate of 2.99% and matured in December 2013.
The Company enters into certain transactions with its subsidiaries through the normal course of operations and periodically settles these transactions in cash. During the year ended December 31, 2014, the Company received a net cash payment of $4 million associated with the sale of shares of common stock in conjunction with acquisitions made by its subsidiaries, net of reimbursements of fees paid on behalf of the Company by its subsidiaries. On December 31, 2013, the Company had a $3 million receivable from subsidiary associated with the sale of shares of common stock in conjunction with acquisitions made by its subsidiaries.
4. Common Stock and Mandatory Convertible Bond Offerings 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 year ended December 31, 2014.
Declaration Date |
|
Record Date |
|
Payment Date |
|
Dividend Per Share |
|
|
January 31, 2013 |
|
March 6, 2013 |
|
March 20, 2013 |
|
$ |
0.16 |
|
May 2, 2013 |
|
June 5, 2013 |
|
June 19, 2013 |
|
$ |
0.16 |
|
July 25, 2013 |
|
August 28, 2013 |
|
September 11, 2013 |
|
$ |
0.20 |
|
October 22, 2013 |
|
November 25, 2013 |
|
December 9, 2013 |
|
$ |
0.20 |
|
February 20, 2014 |
|
March 6, 2014 |
|
March 20, 2014 |
|
$ |
0.20 |
|
May 1, 2014 |
|
June 5, 2014 |
|
June 19, 2014 |
|
$ |
0.25 |
|
July 24, 2014 |
|
August 28, 2014 |
|
September 11, 2014 |
|
$ |
0.25 |
|
October 30, 2014 |
|
November 25, 2014 |
|
December 9, 2014 |
|
$ |
0.25 |
|
The dividend policy and payment of future cash dividends are subject to the discretion of the Board.
No dividends were declared or paid on the Company’s common stock in 2012.
On July 25, 2013, Nielsen’s Board approved a share repurchase program for up to $500 million of its outstanding common stock. The primary purpose of the program is to mitigate dilution associated with Nielsen’s equity compensation plans. On October 23, 2014, the Company announced that its board of directors approved a new share repurchase program for up to $1 billion of Nielsen’s outstanding common stock. This is in addition to the current authorization in place since July 2013 as described above. Repurchases will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen management’s evaluation of market conditions and other factors. This program will be executed within the limitations of the existing authority granted at Nielsen’s 2014 Annual General Meeting of Shareholders. As of December 31, 2014, there have been 11,182,983 shares of our common stock purchased at an average price of $42.67 per share (total consideration of $477 million) under this program. The activity for the year ended December 31, 2014 consisted of open market share repurchases and is summarized in the following table:
|
|
|
|
|
|
|
|
|
|
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, 2013 |
|
|
289,839 |
|
|
$ |
39.49 |
|
|
|
289,839 |
|
|
$ |
488,554,427 |
|
2014 Activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1- 31 |
|
— |
|
|
n/a |
|
|
— |
|
|
$ |
488,554,427 |
|
|||
February 1- 28 |
|
|
110,239 |
|
|
$ |
43.42 |
|
|
|
110,239 |
|
|
$ |
483,768,078 |
|
March 1- 31 |
|
|
241,091 |
|
|
$ |
46.85 |
|
|
|
241,091 |
|
|
$ |
472,472,783 |
|
April 1-30 |
|
|
269,972 |
|
|
$ |
44.47 |
|
|
|
269,972 |
|
|
$ |
460,467,412 |
|
May 1-31 |
|
|
211,848 |
|
|
$ |
47.20 |
|
|
|
211,848 |
|
|
$ |
450,467,820 |
|
June 1-30 |
|
|
207,243 |
|
|
$ |
47.44 |
|
|
|
207,243 |
|
|
$ |
440,635,906 |
|
July 1-31 |
|
|
188,612 |
|
|
$ |
48.54 |
|
|
|
188,612 |
|
|
$ |
431,480,660 |
|
August 1-31 |
|
|
181,509 |
|
|
$ |
47.15 |
|
|
|
181,509 |
|
|
$ |
422,921,757 |
|
September 1-30 |
|
|
197,759 |
|
|
$ |
45.66 |
|
|
|
197,759 |
|
|
$ |
413,891,828 |
|
October 1-31 |
|
|
223,047 |
|
|
$ |
42.72 |
|
|
|
223,047 |
|
|
$ |
1,404,363,449 |
|
November 1-30 |
|
|
5,387,545 |
|
|
$ |
41.09 |
|
|
|
5,387,545 |
|
|
$ |
1,182,970,041 |
|
December 1-31 |
|
|
3,674,279 |
|
|
$ |
43.58 |
|
|
|
3,674,279 |
|
|
$ |
1,022,830,101 |
|
Total |
|
|
11,182,983 |
|
|
$ |
42.67 |
|
|
|
11,182,983 |
|
|
|
|
|
On January 31, 2011, Nielsen completed an initial public offering of 82,142,858 shares of its €0.07 par value common stock at a price of $23.00 per share. Nielsen’s common stock is listed on the New York Stock Exchange and is traded under the symbol “NLSN.” During 2012, 2013 and 2014, Luxco and certain Nielsen employees (the “selling shareholders”) completed public offerings totaling 216,703,942 shares of our stock at a weighted average price of $37.84 per share. All proceeds went to the selling stockholders and the offering did not have a significant impact on our operating results or financial position. As of December 31, 2014, Luxco owned approximately 15% of the Company’s common stock.
Concurrent with its offering of common stock, the Company issued $288 million in aggregate principal amount of 6.25% Mandatory Convertible Subordinated Bonds due February 1, 2013 (“the Bonds”), generating proceeds of approximately $277 million, net of $11 million of underwriter discounts. Interest on the Bonds was payable quarterly in arrears in February, May, August and November of each year, and commenced in May 2011. The Bonds provided for mandatory conversion into between 10,416,700 and 12,499,925 shares of Nielsen’s common stock on February 1, 2013 at a conversion rate per $50.00 principal amount of the bonds of not more than 2.1739 shares and not less than 1.8116 shares depending on the market value of its common stock (the average of the volume weighted-average price of its common stock for a 20 consecutive trading day period beginning on the 25 trading day immediately preceding February 1, 2013) relative to the initial price and the threshold appreciation price per share of $23.00 and $27.60, respectively. On February 1, 2013, the Bonds were converted into 10,416,700 shares of Nielsen’s common stock at per share price of $27.60.
The Company remitted and utilized substantially all of the combined net proceeds of approximately $2,078 million associated with the aforementioned transactions to certain of its subsidiaries to settle the Advisory Agreements in place between the Sponsors and certain of such subsidiaries and to redeem and retire certain issuances of the Company’s subsidiary long-term indebtedness.
Subsequent Event
On February 19, 2015, the Board declared a cash dividend of $0.25 per share on the Company’s common stock. The dividend is payable on March 19, 2015 to stockholders of record at the close of business on March 5, 2015.
|
Schedule II—Valuation and Qualifying Accounts
For the Years ended December 31, 2014, 2013 and 2012
(IN MILLIONS) |
|
Balance |
|
|
Charges to |
|
|
Acquisitions |
|
|
Deductions |
|
|
Effect of |
|
|
Balance at |
|
||||||
Allowance for accounts receivable and sales returns |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2012 |
|
$ |
24 |
|
|
$ |
10 |
|
|
$ |
4 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
38 |
|
For the year ended December 31, 2013 |
|
$ |
38 |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
(2) |
|
|
$ |
0 |
|
|
$ |
39 |
|
For the year ended December 31, 2014 |
|
$ |
39 |
|
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
(11) |
|
|
$ |
(3 |
) |
|
$ |
29 |
|
(IN MILLIONS) |
|
Balance |
|
|
Charges/ |
|
|
Charged |
|
|
Effect of |
|
|
Balance at |
|
|||||
Valuation allowance for deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2012 |
|
$ |
193 |
|
|
$ |
(15 |
) |
|
$ |
46 |
|
|
$ |
8 |
|
|
$ |
232 |
|
For the year ended December 31, 2013 |
|
$ |
232 |
|
|
$ |
(69 |
) |
|
$ |
(5) |
|
|
$ |
(8) |
|
|
$ |
150 |
|
For the year ended December 31, 2014 |
|
$ |
150 |
|
|
$ |
(21 |
) |
|
$ |
16 |
|
|
$ |
2 |
|
|
$ |
147 |
|
|
Consolidation
The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. Noncontrolling interests in subsidiaries are reported as a component of equity in the consolidated financial statements with disclosure on the face of the consolidated statements of operations of the amounts of consolidated net income attributable to Nielsen stockholders and to the noncontrolling interests. The equity method of accounting is used for investments in affiliates and joint ventures where Nielsen has significant influence but not control, usually supported by a shareholding of between 20% and 50% of the voting rights. Investments in which Nielsen owns less than 20% and does not have significant influence are accounted for either as available-for-sale securities if the shares are publicly traded or as cost method investments. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.
Foreign Currency Translation
Nielsen has significant investments outside the United States, primarily in the Euro-zone, Canada and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income/(loss), net, whereas transaction gains and losses are recognized in foreign exchange transaction (losses)/gains, net in the consolidated statement of operations.
Nielsen has operations in both the Buy and Watch segments in Venezuela and the functional currency for these operations was the Venezuelan Bolivares Fuertes. Venezuela’s currency has been considered hyperinflationary since January 1, 2010 and, accordingly, the local currency transactions have been denominated in U.S. dollars since January 1, 2010 and will continue to be until Venezuela’s currency is deemed to be non-hyperinflationary.
In February 2013, the Venezuelan government devalued its currency by 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated System of Transactions with Securities in Foreign Currency market was suspended. As a result of this change, Nielsen recorded a pre-tax charge of $12 million during the first quarter of 2013 in foreign currency exchange transaction gains/(losses), net line in the condensed consolidated statement of operations primarily reflecting the write-down of monetary assets and liabilities.
During 2014, as a result of further changes associated with the Venezuelan currency exchange rate mechanisms, the Company changed the exchange rate used to remeasure its Venezuelan subsidiaries’ financial statements in U.S. dollars. Based on facts and circumstances present at March 31, 2014, Nielsen began using the exchange rate determined by periodic auctions for U.S. dollars conducted under Venezuela’s Complementary System of Foreign Currency Administration (“SICAD I”). As a result of Exchange Agreement No. 25 between the Central Bank of Venezuela and the Venezuelan government, the Company believed that any future remittances for royalty and dividend payments would be transacted at the SICAD I exchange rate. Accordingly, because the equity of the Venezuelan subsidiary would be realized through the payment of royalties and dividends, the SICAD I exchange rate represented a more realistic exchange rate at which to remeasure the U.S. dollar value of the bolivar-denominated monetary assets and liabilities of the Company’s Venezuelan subsidiaries in the consolidated financial statements. However, since its implementation, the Company has not been successful in gaining access to U.S. dollars through SICAD I. Due to the lack of access to the SICAD I auction system, as of December 31, 2014 the Company decided it was more likely that it would be able to gain access to U.S. dollars through the SICAD II mechanism to settle transactions conducted by the Company in Venezuela as it was created to provide an open mechanism that permits any company to request U.S. dollars for any purpose. Accordingly, the Company concluded that the SICAD II exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities as of December 31, 2014. At December 31, 2014, the SICAD II exchange rate was 50.0 bolivars to the U.S. dollar, compared with the official exchange rate of 6.3 bolivars to the U.S. dollar and the SICAD I exchange rate of 12.0 bolivars to the U.S. dollar. As a result of these changes, Nielsen recorded a pre-tax charge of $52 million for the year ended December 31, 2014 in foreign currency exchange transaction losses, net in the consolidated statement of operations, reflecting the write-down of monetary assets and liabilities in the Company’s Venezuelan operations.
The Company will continue to assess the appropriate conversion rate based on events in Venezuela and the Company’s specific facts and circumstances.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Research and Development Costs
Research and development costs, which were not material for any periods presented, are expensed as incurred.
Deferred Costs
Incremental direct costs incurred related to establishing or significantly expanding a panel in a designated market and costs incurred to build the infrastructure to service new clients, are deferred at the point when Nielsen determines them to be recoverable. Prior to this point, these cost are expensed as incurred. These deferred costs are typically amortized over the original contract period beginning when the panel or electronic metered sample is ready for its intended use.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of operations. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with marketing/media research services. Advertising and marketing costs totaled $19 million, $19 million and $18 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Computation of Net Income per Share
Basic net income per share is computed using the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock primarily consist of employee stock options and restricted stock.
Employee stock options, restricted stock and similar equity instruments granted by the Company are treated as potential common stock outstanding in computing diluted earnings per share. Diluted stock outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase stock.
The two-class method is an earnings allocation method for computing earnings/(loss) per share when a company’s capital structure includes either two or more classes of common stock or common stock and participating securities. This method determines earnings/(loss) per share based on dividends declared on common stock and participating securities (i.e., distributed earnings), as well as participation rights of participating securities in any undistributed earnings. The two-class method did not have a significant impact on the calculation or presentation of earnings per share for any of the periods presented.
The effect of 2,437,100, 2,433,400 and 7,698,964 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the years ended December 31, 2014, 2013 and 2012, respectively, as such shares would have been anti-dilutive. Additionally, the Company’s mandatory convertible subordinated bonds due 2013 were converted into 10,416,700 shares of common stock on February 1, 2013, and were excluded from the calculation of diluted earnings per share for the year ended December 31, 2012, as such shares would have been anti-dilutive.
Comprehensive Income/(Loss)
Comprehensive income/(loss) is reported in the accompanying consolidated statements of comprehensive income/(loss) and consists of net income or loss and other gains and losses, net of tax affecting equity that are excluded from net income or loss.
Other Significant Accounting Policies
The following table includes other significant accounting policies that are described in other notes to the financial statements, including the related note and page number:
Significant Accounting Policy |
Note |
Page # |
Investments |
8 |
76 |
Financial Instruments |
8 |
76 |
Derivative Financial Instruments |
8 |
76 |
Goodwill and Other Intangible Assets |
5 |
71 |
Property, Plant and Equipment |
7 |
75 |
Impairment of Long-Lived Assets |
5&7 |
71 and 75 |
Pensions and Other Post Retirement Benefits |
10 |
80 |
Stock-Based Compensation |
13 |
93 |
Income Taxes |
14 |
97 |
Foreign Currency Matters
In March 2013, the FASB issued an Accounting Standards Update (“ASU”), “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. The amendment requires an entity that ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance is effective for Nielsen’s interim and annual reporting periods in 2014. The adoption of this ASU did not have a significant impact on Nielsen’s consolidated financial statements.
Discontinued Operations
In April 2014, the FASB issued an ASU, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The ASU is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entity’s operations and financial reports. In addition, the guidance permits companies to have continuing cash flows and significant continuing involvement with the disposed component. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014 and must be applied prospectively. Early adoption is permitted for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.
Going Concern
In August 2014, the FASB issued an ASU, “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for all entities in the first annual period ending after December 15, 2016; however, early adoption is permitted. The adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.
Revenue Recognition
Nielsen recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered or information has been delivered, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured.
A significant portion of the Company’s revenue is generated from information (primarily retail measurement and consumer panel services) and measurement (primarily from television, radio, online and mobile audiences) services. The Company generally recognizes revenue from the sale of services as the services are performed, which is usually ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned. Substantially all of the Company’s customer contracts are non-cancellable and non-refundable.
Certain of the Company’s revenue arrangements include multiple deliverables and in these arrangements, the individual deliverables within the contract that have stand-alone value to the customer are separated and recognized upon delivery based upon the Company’s best estimate of their selling prices. These arrangements are not significant to the Company’s results of operations. In certain cases, software is included as part of these arrangements to allow Nielsen’s customers to view delivered information and is provided for the term of the arrangement and is not significant to the marketing effort and is not sold separately. Accordingly, software provided to Nielsen’s customers is considered to be incidental to the arrangements and is not recognized as a separate element.
A discussion of Nielsen’s revenue recognition policies, by segment, follows:
Buy
Revenue from the Buy segment, primarily from retail measurement services and consumer panel services is recognized over the period during which the services are performed and information is delivered to the customer, primarily on a straight-line basis.
The Company provides insights and solutions to customers through analytical studies that are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the information has been delivered to the customer.
Watch
Revenue from the Watch segment is primarily generated from television, radio, online and mobile measurement services and recognized over the contract period, as the service is delivered to the customer, primarily on a straight-line basis.
Revenue Recognition
In May 2014, the FASB issued an ASU, “Revenue from Contracts with Customers”. The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of the adoption of this ASU will have on its consolidated financial statements, including which transition method will be applied.
|
The purchase price was allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition. The following table summarizes the purchase price allocation:
(IN MILLIONS) |
|
|
|
|
Fair value of business combination: |
|
|
|
|
Cash paid for Arbitron common stock |
|
$ |
1,296 |
|
Accrued payment for directors’ and employees’ equity awards pertaining to pre-merger service |
|
|
42 |
|
Accrued dividend payment on Arbitron common stock |
|
|
3 |
|
Fair value of previously held equity interest in Scarborough |
|
|
75 |
|
Total |
|
$ |
1,416 |
|
Identifiable assets acquired and liabilities assumed: |
|
|
|
|
Cash |
|
$ |
136 |
|
Other current assets |
|
|
129 |
|
Property and equipment |
|
|
32 |
|
Goodwill |
|
|
947 |
|
Amortizable intangible assets |
|
|
472 |
|
Other long term assets |
|
|
2 |
|
Deferred revenue |
|
|
(47 |
) |
Other current liabilities |
|
|
(53 |
) |
Deferred tax liabilities |
|
|
(184 |
) |
Other long term liabilities |
|
|
(18 |
) |
Total |
|
$ |
1,416 |
|
Intangible assets and their estimated useful lives consist of the following:
(IN MILLIONS) |
|
|
|
|
|
|
||
Description |
|
Amount |
|
|
Useful Life |
|
||
Customer –related intangibles |
|
$ |
271 |
|
|
|
10 – 15 years |
|
Computer software |
|
|
159 |
|
|
|
5 – 10 years |
|
Trade names and trademarks |
|
|
31 |
|
|
|
3 – 5 years |
|
Covenants-not-to-compete |
|
|
11 |
|
|
|
1 – 2 years |
|
Total |
|
$ |
472 |
|
|
|
|
|
The following unaudited pro forma information presents the consolidated results of operations of the Company and Arbitron for the years ended December 31, 2013 and 2012, as if the acquisition had occurred on January 1, 2012, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:
|
|
December 31, |
|
|||||
(IN MILLIONS) |
|
2013 |
|
|
2012 |
|
||
Revenues |
|
$ |
6,058 |
|
|
$ |
5,885 |
|
Income from continuing operations |
|
$ |
497 |
|
|
$ |
275 |
|
|
Summarized results of operations for discontinued operations for the years ended December 31, 2014, 2013 and 2012 are as follows:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Revenue |
|
$ |
15 |
|
|
$ |
103 |
|
|
$ |
205 |
|
Operating income |
|
|
— |
|
|
|
35 |
|
|
|
72 |
|
Interest expense |
|
|
— |
|
|
|
(8 |
) |
|
|
(23 |
) |
Income from operations before income taxes |
|
|
— |
|
|
|
27 |
|
|
|
49 |
|
Provision for income taxes |
|
|
— |
|
|
|
(12 |
) |
|
|
(18 |
) |
Income from operations |
|
|
— |
|
|
|
15 |
|
|
|
31 |
|
Net income/(loss) attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Gain on sale, net of tax |
|
|
— |
|
|
|
290 |
|
|
|
— |
|
Income from discontinued operations |
|
$ |
— |
|
|
$ |
305 |
|
|
$ |
30 |
|
Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s consolidated statements of cash flows:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
||
Net cash provided by operating activities |
|
$ |
— |
|
|
$ |
36 |
|
|
$ |
67 |
|
Net cash provided by investing activities |
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
Net cash provided by financing activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
$ |
— |
|
|
$ |
36 |
|
|
$ |
56 |
|
|
The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2014 and 2013, respectively.
(IN MILLIONS) |
|
Buy |
|
|
Watch |
|
|
Expositions |
|
|
Total |
|
||||
Balance, December 31, 2012(a) |
|
$ |
3,061 |
|
|
$ |
3,726 |
|
|
$ |
565 |
|
|
$ |
7,352 |
|
Acquisitions, divestitures and other adjustments |
|
|
17 |
|
|
|
945 |
|
|
|
(565 |
) |
|
|
397 |
|
Effect of foreign currency translation |
|
|
(73 |
) |
|
|
8 |
|
|
|
- |
|
|
|
(65 |
) |
Balance, December 31, 2013 |
|
$ |
3,005 |
|
|
$ |
4,679 |
|
|
$ |
- |
|
|
$ |
7,684 |
|
Acquisitions, divestitures and other adjustments |
|
|
202 |
|
|
|
4 |
|
|
|
- |
|
|
|
206 |
|
Effect of foreign currency translation |
|
|
(193 |
) |
|
|
(26 |
) |
|
|
- |
|
|
|
(219 |
) |
Balance, December 31, 2014 |
|
$ |
3,014 |
|
|
$ |
4,657 |
|
|
$ |
- |
|
|
$ |
7,671 |
|
Cummulative Impairments |
|
$ |
- |
|
|
$ |
376 |
|
|
$ |
2 |
|
|
$ |
378 |
|
· |
During the fourth quarter of 2013, to conform to a change in management reporting, Nielsen reclassified two products from the Buy segment to the Watch segment. Goodwill by segment has been retrospectively restated to reflect this change. |
The table below summarizes the carrying value of such intangible assets and their estimated useful lives:
|
|
|
|
|
|
Gross Amounts |
|
|
Accumulated Amortization |
|
||||||||||
|
|
Estimated |
|
Weighted |
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
||||
(IN MILLIONS) |
|
Useful Lives |
|
Average |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
||||
Indefinite-lived intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names and trademarks |
|
|
|
|
|
$ |
1,921 |
|
|
$ |
1,921 |
|
|
$ |
- |
|
|
$ |
- |
|
Amortized intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names and trademarks |
|
5-20 years |
|
14 years |
|
|
166 |
|
|
|
156 |
|
|
|
(68 |
) |
|
|
(53 |
) |
Customer-related intangibles |
|
6-25 years |
|
22 years |
|
|
2,938 |
|
|
|
2,882 |
|
|
|
(1,054 |
) |
|
|
(897 |
) |
Covenants-not-to-compete |
|
1-7 years |
|
3 years |
|
|
36 |
|
|
|
36 |
|
|
|
(30 |
) |
|
|
(19 |
) |
Computer software |
|
3-10 years |
|
5 years |
|
|
1,935 |
|
|
|
1,668 |
|
|
|
(1,157 |
) |
|
|
(941 |
) |
Patents and other |
|
3-10 years |
|
5 years |
|
|
105 |
|
|
|
95 |
|
|
|
(77 |
) |
|
|
(67 |
) |
Total |
|
|
|
|
|
$ |
5,180 |
|
|
$ |
4,837 |
|
|
$ |
(2,386 |
) |
|
$ |
(1,977 |
) |
All other intangible assets are subject to amortization. Future amortization expense is estimated to be as follows:
(IN MILLIONS) |
|
|
|
For the year ending December 31: |
|
|
|
2015 |
$ |
397 |
|
2016 |
340 |
|
|
2017 |
293 |
|
|
2018 |
238 |
|
|
2019 |
191 |
|
|
Thereafter |
|
1,335 |
|
Total |
$ |
2,794 |
|
|
The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the years ended December 31, 2014 and 2013, respectively.
|
Currency |
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Translation |
|
|
for-Sale |
|
|
|
|
|
|
Post Employment |
|
|
|
|
|
||||
|
Adjustments |
|
|
Securities |
|
|
Cash Flow Hedges |
|
|
Benefits |
|
|
Total |
|
||||||
(IN MILLIONS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2013 |
$ |
(124 |
) |
|
$ |
9 |
|
|
$ |
(5 |
) |
|
$ |
(267 |
) |
|
$ |
(387 |
) |
|
Other comprehensive (loss)/income before reclassifications |
|
(301 |
) |
|
|
10 |
|
|
|
(6 |
) |
|
|
(123 |
) |
|
|
(420 |
) |
|
Amounts reclassified from accumulated other comprehensive (loss)/income |
— |
|
|
— |
|
|
9 |
|
|
14 |
|
|
23 |
|
||||||
Net current period other comprehensive (loss)/income |
|
(301 |
) |
|
|
10 |
|
|
|
3 |
|
|
|
(109 |
) |
|
|
(397 |
) |
|
Net current period other comprehensive loss attributable to noncontrolling interest |
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders |
|
(294 |
) |
|
|
10 |
|
|
|
3 |
|
|
|
(109 |
) |
|
|
(390 |
) |
|
Balance December 31, 2014 |
$ |
(418 |
) |
|
$ |
19 |
|
|
$ |
(2 |
) |
|
$ |
(376 |
) |
|
$ |
(777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Translation |
|
|
for-Sale |
|
|
|
|
|
|
Post Employment |
|
|
|
|
|
||||
|
Adjustments |
|
|
Securities |
|
|
Cash Flow Hedges |
|
|
Benefits |
|
|
Total |
|
||||||
(IN MILLIONS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2012 |
$ |
(23 |
) |
|
$ |
— |
|
|
$ |
(13 |
) |
|
$ |
(297 |
) |
|
$ |
(333 |
) |
|
Other comprehensive (loss)/income before reclassifications |
|
(99 |
) |
|
|
9 |
|
|
|
(3 |
) |
|
|
15 |
|
|
|
(78 |
) |
|
Amounts reclassified from accumulated other comprehensive (loss)/income |
— |
|
|
— |
|
|
|
11 |
|
|
|
15 |
|
|
|
26 |
|
|||
Net current period other comprehensive (loss)/income |
|
(99 |
) |
|
|
9 |
|
|
|
8 |
|
|
|
30 |
|
|
|
(52 |
) |
|
Net current period other comprehensive income attributable to noncontrolling interest |
|
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
2 |
|
||||
Net current period other comprehensive (loss)/income attributable to Nielsen stockholders |
|
(101 |
) |
|
|
9 |
|
|
|
8 |
|
|
|
30 |
|
|
|
(54 |
) |
|
Balance December 31, 2013 |
$ |
(124 |
) |
|
$ |
9 |
|
|
$ |
(5 |
) |
|
$ |
(267 |
) |
|
$ |
(387 |
) |
The table below summarizes the reclassification of accumulated other comprehensive loss by component for the years ended December 31, 2014 and 2013, respectively.
|
|
Amount Reclassified from |
|
|
|
|||||
|
|
Accumulated Other |
|
|
|
|||||
(IN MILLIONS) |
|
Comprehensive Loss |
|
|
|
|||||
Details about Accumulated |
|
|
|
|
|
|
|
|
|
Affected Line Item in the |
Other Comprehensive |
|
Year Ended December 31, |
|
|
Consolidated |
|||||
Income components |
|
2014 |
|
|
2013 |
|
|
Statement of Operations |
||
Cash flow hedges |
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
$ |
15 |
|
|
$ |
16 |
|
|
Interest expense |
|
|
|
(6 |
) |
|
|
(5 |
) |
|
Benefit for income taxes |
|
|
$ |
9 |
|
|
$ |
11 |
|
|
Total, net of tax |
Amortization of Post-Employment Benefits |
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
|
$ |
19 |
|
|
$ |
17 |
|
|
(a) |
|
|
|
(5 |
) |
|
|
(2 |
) |
|
Benefit for income taxes |
|
|
$ |
14 |
|
|
$ |
15 |
|
|
Total, net of tax |
Total reclassification for the period |
|
$ |
23 |
|
|
$ |
26 |
|
|
Net of tax |
(a) |
This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
|
The following tables summaries the carrying value of our property, plant and equipment including the associated useful lives:
|
|
Estimated |
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
Useful Life |
|
2014 |
|
|
2013 |
|
||
Land and buildings |
|
25-50 years |
|
$ |
352 |
|
|
$ |
350 |
|
Information and communication equipment |
|
3-10 years |
|
|
908 |
|
|
|
809 |
|
Furniture, equipment and other |
|
3-10 years |
|
|
119 |
|
|
|
117 |
|
|
|
|
|
|
1,379 |
|
|
|
1,276 |
|
Less accumulated depreciation and amortization |
|
|
|
|
(846 |
) |
|
|
(716 |
) |
|
|
|
|
$ |
533 |
|
|
$ |
560 |
|
Gross and net book value of assets under capital leases were as follows:
(IN MILLIONS) |
|
December 31, 2014 |
|
|||||||||
|
|
Gross Book Value |
|
|
Accumulated Depreciation |
|
|
Net Book Value |
|
|||
Land and buildings |
|
$ |
172 |
|
|
$ |
(60 |
) |
|
$ |
112 |
|
Information and communication equipment |
|
|
56 |
|
|
|
(21 |
) |
|
|
35 |
|
|
|
$ |
228 |
|
|
$ |
(81 |
) |
|
$ |
147 |
|
|
|
December 31, 2013 |
|
|||||||||
|
|
Gross Book Value |
|
|
Accumulated Depreciation |
|
|
Net Book Value |
|
|||
Land and buildings |
|
$ |
184 |
|
|
$ |
(59 |
) |
|
$ |
125 |
|
Information and communication equipment |
|
|
32 |
|
|
|
(12 |
) |
|
|
20 |
|
|
|
$ |
216 |
|
|
$ |
(71 |
) |
|
$ |
145 |
|
|
The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013:
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
(IN MILLIONS) |
|
2014 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in equity securities (1) |
|
$ |
45 |
|
|
$ |
45 |
|
|
— |
|
|
— |
|
Plan assets for deferred compensation (2) |
|
|
28 |
|
|
|
28 |
|
|
— |
|
|
— |
|
Investment in mutual funds (3) |
|
|
2 |
|
|
|
2 |
|
|
— |
|
|
— |
|
Interest rate swap arrangements (4) |
|
|
1 |
|
|
— |
|
|
|
1 |
|
|
— |
|
Total |
|
$ |
76 |
|
|
$ |
75 |
|
|
$ |
1 |
|
|
— |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap arrangements (4) |
|
$ |
6 |
|
|
— |
|
|
$ |
6 |
|
|
— |
|
Deferred compensation liabilities (5) |
|
|
28 |
|
|
|
28 |
|
|
— |
|
|
— |
|
Total |
|
$ |
34 |
|
|
$ |
28 |
|
|
$ |
6 |
|
|
— |
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in equity securities (1) |
|
$ |
28 |
|
|
$ |
28 |
|
|
— |
|
|
— |
|
Plan assets for deferred compensation (2) |
|
|
25 |
|
|
|
25 |
|
|
— |
|
|
— |
|
Investment in mutual funds (3) |
|
|
2 |
|
|
|
2 |
|
|
— |
|
|
— |
|
Total |
|
$ |
55 |
|
|
$ |
55 |
|
|
— |
|
|
— |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap arrangements (4) |
|
$ |
10 |
|
|
— |
|
|
$ |
10 |
|
|
— |
|
Deferred compensation liabilities (5) |
|
|
25 |
|
|
|
25 |
|
|
— |
|
|
— |
|
Total |
|
$ |
35 |
|
|
$ |
25 |
|
|
$ |
10 |
|
|
— |
(1) |
Investments in equity securities are carried at fair value, which is based on the quoted market price at period end in an active market. These investments are classified as available-for-sale with any unrealized gains or losses resulting from changes in fair value recorded, net of tax, as a component of accumulated other comprehensive income/(loss) until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence. No impairment charge was recorded for these available-for-sale securities during the years ended December 31, 2014 or 2013. |
(2) |
Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net in the consolidated statements of operations. |
(3) |
Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. |
(4) |
Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. |
(5) |
The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. |
As of December 31, 2014 the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk:
|
Notional Amount |
|
|
Maturity Date |
|
|
Currency |
|
|||
Interest rate swaps designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
250,000,000 |
|
|
|
September 2015 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
125,000,000 |
|
|
|
November 2015 |
|
|
|
US Dollar |
|
Euro term loan floating-to-fixed rate swaps |
€ |
125,000,000 |
|
|
|
November 2015 |
|
|
|
Euro |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
1,575,000,000 |
|
|
|
May 2016 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
500,000,000 |
|
|
|
November 2016 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
250,000,000 |
|
|
|
September 2017 |
|
|
|
US Dollar |
|
US Dollar term loan floating-to-fixed rate swaps |
$ |
250,000,000 |
|
|
|
May 2018 |
|
|
|
US Dollar |
|
The fair values of the Company’s derivative instruments as of December 31, 2014 and December 31, 2013 were as follows:
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
||||||||||||||
|
|
|
|
|
|
Accounts Payable |
|
|
|
|
|
|
Accounts Payable |
|
|
|
|
|
||
Derivatives Designated as Hedging |
|
Other Non- |
|
|
and Other |
|
|
Other Non- |
|
|
and Other |
|
|
Other Non- |
|
|||||
(IN MILLIONS) |
|
Current Assets |
|
|
Liabilities |
|
|
Liabilities |
|
|
Liabilities |
|
|
Liabilities |
|
|||||
Interest rate swaps |
|
$ |
1 |
|
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
2 |
|
|
$ |
8 |
|
The pre-tax effect of derivative instruments in cash flow hedging relationships for the years ended December 31, 2014, 2013 and 2012 was as follows (amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Amount of Loss |
|
|
|
|
Amount of Loss |
|
||||||||||||||||||
|
|
Recognized in OCI |
|
|
Location of Loss |
|
Reclassified from OCI |
|
||||||||||||||||||
|
|
on Derivatives |
|
|
Reclassified from OCI |
|
into Income |
|
||||||||||||||||||
Derivatives in Cash Flow |
|
(Effective Portion) |
|
|
into Income |
|
(Effective Portion) |
|
||||||||||||||||||
Hedging Relationships |
|
December 31, |
|
|
(Effective Portion) |
|
December 31, |
|
||||||||||||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
||||||
Interest rate swaps |
|
$ |
10 |
|
|
$ |
4 |
|
|
$ |
23 |
|
|
Interest expense |
|
$ |
15 |
|
|
$ |
16 |
|
|
$ |
25 |
|
|
A summary of the changes in the liabilities for restructuring activities is provided below:
|
|
Total |
|
|
(IN MILLIONS) |
|
Initiatives |
|
|
Balance at December 31, 2011 |
|
$ |
67 |
|
Charges |
|
|
85 |
|
Non cash charges and other adjustments |
|
|
(6 |
) |
Payments |
|
|
(82 |
) |
Balance at December 31, 2012 |
|
|
64 |
|
Charges |
|
|
119 |
|
Non cash charges and other adjustments |
|
|
(4 |
) |
Payments |
|
|
(80 |
) |
Balance at December 31, 2013 |
|
|
99 |
|
Charges |
|
|
89 |
|
Non cash charges and other adjustments |
|
|
(3 |
) |
Payments |
|
|
(113 |
) |
Balance at December 30, 2014 |
|
$ |
72 |
|
|
A summary of the activity for the Pension Plans follows:
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, 2014 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Change in projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of period |
|
$ |
761 |
|
|
$ |
336 |
|
|
$ |
643 |
|
|
$ |
1,740 |
|
Service cost |
|
|
4 |
|
|
1 |
|
|
|
14 |
|
|
|
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
16 |
|
|
|
26 |
|
|
|
67 |
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Actuarial losses |
|
|
137 |
|
|
52 |
|
|
131 |
|
|
320 |
|
|||
Benefits paid |
|
(35 |
) |
|
(12 |
) |
|
(22 |
) |
|
(69 |
) |
||||
Expenses paid |
|
(2 |
) |
|
— |
|
|
(3 |
) |
|
(5 |
) |
||||
Premiums paid |
|
— |
|
|
— |
|
|
(1 |
) |
|
(1 |
) |
||||
Amendments |
|
(4 |
) |
|
— |
|
|
— |
|
|
(4 |
) |
||||
Curtailments |
|
— |
|
|
(1 |
) |
|
— |
|
|
(1 |
) |
||||
Settlements |
|
— |
|
|
(12 |
) |
|
(29 |
) |
|
(41 |
) |
||||
Effect of foreign currency translation |
|
|
(102 |
) |
|
— |
|
|
|
(63 |
) |
|
|
(165 |
) |
|
Benefit obligation at end of period |
|
|
784 |
|
|
|
380 |
|
|
|
698 |
|
|
|
1,862 |
|
Change in plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period |
|
|
736 |
|
|
|
298 |
|
|
|
554 |
|
|
|
1,588 |
|
Actual return on plan assets |
|
|
90 |
|
|
|
26 |
|
|
|
86 |
|
|
|
202 |
|
Employer contributions |
|
|
11 |
|
|
1 |
|
|
|
23 |
|
|
|
35 |
|
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Benefits paid |
|
(35 |
) |
|
(12 |
) |
|
(22 |
) |
|
(69 |
) |
||||
Expenses paid |
|
(2 |
) |
|
— |
|
|
(3 |
) |
|
(5 |
) |
||||
Premiums paid |
|
— |
|
|
— |
|
|
(1 |
) |
|
(1 |
) |
||||
Settlements |
|
— |
|
|
(12 |
) |
|
(29 |
) |
|
(41 |
) |
||||
Insurance |
|
6 |
|
|
|
— |
|
|
— |
|
|
|
6 |
|
||
Effect of foreign currency translation |
|
|
(95 |
) |
|
— |
|
|
|
(48 |
) |
|
|
(143 |
) |
|
Fair value of plan assets at end of period |
|
|
711 |
|
|
|
301 |
|
|
|
562 |
|
|
|
1,574 |
|
Funded status |
|
$ |
(73 |
) |
|
$ |
(79 |
) |
|
$ |
(136 |
) |
|
$ |
(288 |
) |
Amounts recognized in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension assets included in other non-current assets |
|
— |
|
|
— |
|
|
|
35 |
|
|
|
35 |
|
||
Current liabilities |
|
— |
|
|
(1 |
) |
|
(2 |
) |
|
(3 |
) |
||||
Accrued benefit liability included in other non-current liabilities |
|
(73 |
) |
|
(78 |
) |
|
(169 |
) |
|
(320 |
) |
||||
Net amount recognized |
|
$ |
(73 |
) |
|
$ |
(79 |
) |
|
$ |
(136 |
) |
|
$ |
(288 |
) |
Amounts recognized in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
45 |
|
|
$ |
46 |
|
|
$ |
65 |
|
|
$ |
156 |
|
Settlement loss |
|
|
— |
|
|
|
(1 |
) |
|
|
(6 |
) |
|
|
(7 |
) |
Amortization of net loss |
|
(5 |
) |
|
(4 |
) |
|
(3 |
) |
|
(12 |
) |
||||
Total recognized in other comprehensive income/(loss) |
|
$ |
40 |
|
|
$ |
41 |
|
|
$ |
56 |
|
|
$ |
137 |
|
Amounts not yet reflected in net periodic benefit cost and included in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized losses |
|
$ |
223 |
|
|
$ |
96 |
|
|
$ |
144 |
|
|
$ |
463 |
|
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, 2013 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Change in projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of period |
|
$ |
727 |
|
|
$ |
295 |
|
|
$ |
664 |
|
|
$ |
1,686 |
|
Service cost |
|
|
4 |
|
|
— |
|
|
|
15 |
|
|
|
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
13 |
|
|
|
24 |
|
|
|
62 |
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Actuarial losses/(gains) |
|
|
12 |
|
|
|
(8 |
) |
|
|
(27 |
) |
|
|
(23 |
) |
Benefits paid |
|
|
(35 |
) |
|
|
(11 |
) |
|
|
(21 |
) |
|
|
(67 |
) |
Expenses paid |
|
|
(2 |
) |
|
— |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
Premiums paid |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Amendments |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Curtailments |
|
— |
|
|
— |
|
|
|
(13 |
) |
|
|
(13 |
) |
||
Settlements |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
(1 |
) |
|||
Acquisition |
|
— |
|
|
|
47 |
|
|
— |
|
|
|
47 |
|
||
Effect of foreign currency translation |
|
|
30 |
|
|
— |
|
|
|
5 |
|
|
|
35 |
|
|
Benefit obligation at end of period |
|
|
761 |
|
|
|
336 |
|
|
|
643 |
|
|
|
1,740 |
|
Change in plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period |
|
|
707 |
|
|
|
248 |
|
|
|
486 |
|
|
|
1,441 |
|
Actual return on plan assets |
|
|
28 |
|
|
|
25 |
|
|
|
46 |
|
|
|
99 |
|
Employer contributions |
|
|
8 |
|
|
— |
|
|
|
43 |
|
|
|
51 |
|
|
Plan participants’ contributions |
|
— |
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
||
Benefits paid |
|
|
(35 |
) |
|
|
(11 |
) |
|
|
(21 |
) |
|
|
(67 |
) |
Expenses paid |
|
|
(2 |
) |
|
— |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
Premiums paid |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Settlements |
|
— |
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
||
Acquisition |
|
— |
|
|
|
36 |
|
|
— |
|
|
|
36 |
|
||
Effect of foreign currency translation |
|
|
30 |
|
|
— |
|
|
|
3 |
|
|
|
33 |
|
|
Fair value of plan assets at end of period |
|
|
736 |
|
|
|
298 |
|
|
|
554 |
|
|
|
1,588 |
|
Funded status |
|
$ |
(25 |
) |
|
$ |
(38 |
) |
|
$ |
(89 |
) |
|
$ |
(152 |
) |
Amounts recognized in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension assets included in other non-current assets |
|
— |
|
|
— |
|
|
|
40 |
|
|
|
40 |
|
||
Current liabilities |
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
Accrued benefit liability included in other non-current liabilities |
|
|
(25 |
) |
|
|
(37 |
) |
|
|
(128 |
) |
|
|
(190 |
) |
Net amount recognized |
|
$ |
(25 |
) |
|
$ |
(38 |
) |
|
$ |
(89 |
) |
|
$ |
(152 |
) |
Amounts recognized in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss/(gain) |
|
$ |
24 |
|
|
$ |
(14 |
) |
|
$ |
(56 |
) |
|
$ |
(46 |
) |
Amortization of net loss |
|
|
(6 |
) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
(17 |
) |
Total recognized in other comprehensive income/(loss) |
|
$ |
18 |
|
|
$ |
(19 |
) |
|
$ |
(62 |
) |
|
$ |
(63 |
) |
Amounts not yet reflected in net periodic benefit cost and included in Accumulated Other Comprehensive Income/(Loss), before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized losses |
|
$ |
183 |
|
|
$ |
55 |
|
|
$ |
88 |
|
|
$ |
326 |
|
The total accumulated benefit obligation and minimum liability changes for the Pension Plans were as follows:
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Accumulated benefit obligation. |
|
$ |
1,803 |
|
|
$ |
1,683 |
|
|
$ |
1,618 |
|
|
|
Pension Plans with Accumulated |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2014 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
784 |
|
|
$ |
380 |
|
|
$ |
590 |
|
|
$ |
1,754 |
|
Accumulated benefit obligation |
|
783 |
|
|
380 |
|
|
537 |
|
|
|
1,700 |
|
|||
Fair value of plan assets |
|
711 |
|
|
301 |
|
|
419 |
|
|
|
1,431 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans with Projected |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2014 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
784 |
|
|
$ |
380 |
|
|
$ |
590 |
|
|
$ |
1,754 |
|
Accumulated benefit obligation |
|
783 |
|
|
380 |
|
|
537 |
|
|
|
1,700 |
|
|||
Fair value of plan assets |
|
711 |
|
|
301 |
|
|
419 |
|
|
|
1,431 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans with Accumulated |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2013 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
761 |
|
|
$ |
336 |
|
|
$ |
524 |
|
|
$ |
1,621 |
|
Accumulated benefit obligation |
|
756 |
|
|
334 |
|
|
477 |
|
|
|
1,567 |
|
|||
Fair value of plan assets |
|
736 |
|
|
298 |
|
|
395 |
|
|
|
1,429 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans with Projected |
|
|||||||||||||
|
|
Benefit Obligation in Excess of Plan |
|
|||||||||||||
|
|
Assets at December 31, 2013 |
|
|||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
Projected benefit obligation |
|
$ |
761 |
|
|
$ |
336 |
|
|
$ |
524 |
|
|
$ |
1,621 |
|
Accumulated benefit obligation |
|
756 |
|
|
334 |
|
|
477 |
|
|
|
1,567 |
|
|||
Fair value of plan assets |
|
736 |
|
|
298 |
|
|
395 |
|
|
|
1,429 |
|
Net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012, respectively, includes the following components:
|
|
Net Periodic Pension Costs |
|
||||||||||||||
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
|||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
|||||
Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
4 |
|
|
$ |
1 |
|
|
$ |
14 |
|
|
$ |
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
16 |
|
|
|
26 |
|
|
|
67 |
|
|
Expected return on plan assets |
|
|
(35 |
) |
|
|
(21 |
) |
|
|
(35 |
) |
|
|
(91 |
) |
|
Settlement loss recognized |
|
|
— |
|
|
|
1 |
|
|
|
6 |
|
|
|
7 |
|
|
Amortization of net loss |
|
|
5 |
|
|
|
4 |
|
|
|
3 |
|
|
|
12 |
|
|
Net periodic pension cost |
|
$ |
(1 |
) |
|
$ |
1 |
|
|
$ |
14 |
|
|
$ |
14 |
|
|
Year ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
15 |
|
|
$ |
19 |
|
|
Interest cost |
|
|
25 |
|
|
|
13 |
|
|
|
24 |
|
|
|
62 |
|
|
Expected return on plan assets |
|
|
(34 |
) |
|
|
(18 |
) |
|
|
(31 |
) |
|
|
(83 |
) |
|
Amortization of net loss |
|
|
6 |
|
|
|
5 |
|
|
|
6 |
|
|
|
17 |
|
|
Net periodic pension cost |
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
14 |
|
|
$ |
15 |
|
|
Year ended December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
14 |
|
|
$ |
17 |
|
|
Interest cost |
|
|
28 |
|
|
|
13 |
|
|
|
25 |
|
|
|
66 |
|
|
Expected return on plan assets |
|
|
(34 |
) |
|
|
(18 |
) |
|
|
(29 |
) |
|
|
(81 |
) |
|
Amortization of net loss |
|
|
3 |
|
|
|
4 |
|
|
|
4 |
|
|
|
11 |
|
|
Net periodic pension cost |
|
$ |
— |
|
|
$ |
(1 |
) |
|
$ |
14 |
|
|
$ |
13 |
|
The deferred loss included as a component of accumulated other comprehensive income/(loss) that is expected to be recognized as a component of net periodic benefit cost during 2015 is as follows:
|
|
The |
|
|
United |
|
|
Other |
|
|
Total |
|
||||
Net actuarial loss |
|
$ |
(9 |
) |
|
$ |
(7 |
) |
|
$ |
(8 |
) |
|
$ |
(24 |
) |
The weighted average assumptions underlying the pension computations were as follows:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Pension benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
—discount rate |
|
|
2.8 |
% |
|
|
4.1 |
% |
|
|
3.8 |
% |
—rate of compensation increase |
|
|
2.0 |
% |
|
|
2.1 |
% |
|
|
2.1 |
% |
Net periodic pension costs: |
|
|
|
|
|
|
|
|
|
|
|
|
—discount rate |
|
|
4.1 |
% |
|
|
3.8 |
% |
|
|
4.7 |
% |
—rate of compensation increase |
|
|
2.1 |
% |
|
|
2.1 |
% |
|
|
2.0 |
% |
—expected long-term return on plan assets |
|
|
6.0 |
% |
|
|
6.0 |
% |
|
|
6.2 |
% |
Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
|
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
At December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
24 |
% |
|
|
58 |
% |
|
|
44 |
% |
|
|
37 |
% |
Fixed income securities |
|
61 |
|
|
33 |
|
|
49 |
|
|
51 |
|
||||
Other |
|
15 |
|
|
9 |
|
|
7 |
|
|
12 |
|
||||
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
At December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
24 |
% |
|
|
62 |
% |
|
|
50 |
% |
|
|
40 |
% |
Fixed income securities |
|
61 |
|
|
37 |
|
|
43 |
|
|
50 |
|
||||
Other |
|
15 |
|
|
1 |
|
|
7 |
|
|
10 |
|
||||
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
Assets at fair value (See Note 8 – “Fair Value Measurements” for additional information on fair value measurement and the underlying fair value hierarchy) as of December 31, 2014 and 2013 are as follows:
(IN MILLIONS) |
|
December 31, 2014 |
|
|
|
December 31, 2013 |
|
||||||||||||||||||||||||||
Asset Category |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Cash and equivalents |
|
$ |
37 |
|
|
$ |
1 |
|
$ |
— |
|
|
$ |
38 |
|
|
|
$ |
15 |
|
|
$ |
4 |
|
$ |
— |
|
|
$ |
19 |
|
||
Equity securities – U.S. |
|
|
80 |
|
|
|
13 |
|
|
— |
|
|
|
93 |
|
|
|
|
80 |
|
|
|
72 |
|
|
— |
|
|
|
152 |
|
||
Equity securities – Global. |
|
|
4 |
|
|
|
292 |
|
|
— |
|
|
|
296 |
|
|
|
|
7 |
|
|
|
191 |
|
|
— |
|
|
|
198 |
|
||
Equity securities – non-U.S. |
|
|
29 |
|
|
|
171 |
|
|
— |
|
|
|
200 |
|
|
|
|
31 |
|
|
|
256 |
|
|
— |
|
|
|
287 |
|
||
Real estate |
|
— |
|
|
— |
|
|
|
39 |
|
|
|
39 |
|
|
|
— |
|
|
— |
|
|
|
39 |
|
|
|
39 |
|
||||
Corporate bonds |
|
|
111 |
|
|
|
413 |
|
|
— |
|
|
|
524 |
|
|
|
|
104 |
|
|
|
441 |
|
|
— |
|
|
|
545 |
|
||
Debt issued by national, state or local government |
|
|
55 |
|
|
|
225 |
|
|
— |
|
|
|
280 |
|
|
|
|
46 |
|
|
|
201 |
|
|
— |
|
|
|
247 |
|
||
Other |
|
— |
|
|
|
16 |
|
|
|
88 |
|
|
|
104 |
|
|
|
— |
|
|
|
20 |
|
|
|
81 |
|
|
|
101 |
|
||
Total Assets at Fair Value |
|
$ |
316 |
|
|
$ |
1,131 |
|
|
$ |
127 |
|
|
$ |
1,574 |
|
|
|
$ |
283 |
|
|
$ |
1,185 |
|
|
$ |
120 |
|
|
$ |
1,588 |
|
The following is a summary of changes in the fair value of the Pension Plans’ Level 3 assets for the years ended December 31, 2014 and 2013:
(IN MILLIONS) |
|
Real Estate |
|
|
Other |
|
|
Total |
|
|||
Balance, end of year December 31, 2012 |
|
$ |
32 |
|
|
$ |
77 |
|
|
$ |
109 |
|
Actual return on plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
6 |
|
|
|
— |
|
|
|
6 |
|
|
Unrealized gains |
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
Effect of foreign currency translation |
|
1 |
|
|
|
3 |
|
|
|
4 |
|
|
Balance, end of year December 31, 2013 |
|
$ |
39 |
|
|
$ |
81 |
|
|
$ |
120 |
|
Actual return on plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
4 |
|
|
|
— |
|
|
|
4 |
|
Unrealized gains |
|
— |
|
|
|
17 |
|
|
|
17 |
|
|
Effect of foreign currency translation |
|
(4 |
) |
|
|
(10 |
) |
|
|
(14 |
) |
|
Balance, end of year December 31, 2014 |
|
$ |
39 |
|
|
$ |
88 |
|
|
$ |
127 |
|
Estimated future benefit payments are as follows:
|
|
The |
|
|
United |
|
|
|
|
|
|
|
|
|
||
(IN MILLIONS) |
|
Netherlands |
|
|
States |
|
|
Other |
|
|
Total |
|
||||
For the years ending December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
32 |
|
|
$ |
18 |
|
|
$ |
21 |
|
|
$ |
71 |
|
2016 |
|
|
33 |
|
|
|
14 |
|
|
|
21 |
|
|
|
68 |
|
2017 |
|
|
33 |
|
|
|
14 |
|
|
|
23 |
|
|
|
70 |
|
2018 |
|
|
33 |
|
|
|
15 |
|
|
|
23 |
|
|
|
71 |
|
2019 |
|
|
33 |
|
|
|
15 |
|
|
|
24 |
|
|
|
72 |
|
2020-2024 |
|
|
167 |
|
|
|
88 |
|
|
|
143 |
|
|
|
398 |
|
|
Unless otherwise stated, interest rates are as of December 31, 2014.
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
||||||||||||||||||
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
||
|
|
Interest |
|
|
Carrying |
|
|
Fair |
|
|
Interest |
|
|
Carrying |
|
|
Fair |
|
||||||
(IN MILLIONS) |
|
Rate |
|
|
Amount |
|
|
Value |
|
|
Rate |
|
|
Amount |
|
|
Value |
|
||||||
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.90%) due 2016 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
2,507 |
|
|
|
2,512 |
|
||
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.15%) due 2017 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
1,115 |
|
|
|
1,113 |
|
||
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.16% ) due 2019 |
|
|
|
|
|
|
1,542 |
|
|
|
1,533 |
|
|
|
|
|
|
— |
|
|
— |
|
||
$500 million Senior secured term loan (LIBOR based variable rate of 2.41% ) due 2017 |
|
|
|
|
|
|
497 |
|
|
|
493 |
|
|
|
|
|
|
— |
|
|
— |
|
||
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.16% ) due 2021 |
|
|
|
|
|
|
1,094 |
|
|
|
1,088 |
|
|
|
|
|
|
— |
|
|
— |
|
||
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.01%) due 2021 |
|
|
|
|
|
|
345 |
|
|
|
343 |
|
|
|
|
|
|
— |
|
|
— |
|
||
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.15%) due 2022 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
394 |
|
|
|
395 |
|
||
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019 |
|
|
|
|
|
|
280 |
|
|
|
274 |
|
|
|
|
|
|
— |
|
|
— |
|
||
Total senior secured credit facilities (with weighted-average interest rate) |
|
|
2.65 |
% |
|
|
3,758 |
|
|
|
3,731 |
|
|
|
2.89 |
% |
|
|
4,016 |
|
|
|
4,020 |
|
$1,080 million 7.75% senior debenture loan due 2018 |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
1,083 |
|
|
|
1,172 |
|
||
$800 million 4.50% senior debenture loan due 2020 |
|
|
|
|
|
|
800 |
|
|
|
801 |
|
|
|
|
|
|
|
800 |
|
|
|
779 |
|
$1,550 million 5.00% senior debenture loan due 2022 |
|
|
|
|
|
|
1,553 |
|
|
|
1,554 |
|
|
|
|
|
|
— |
|
|
— |
|
||
$625 million 5.50% senior debenture loan due 2021 |
|
|
|
|
|
|
625 |
|
|
|
633 |
|
|
|
|
|
|
|
625 |
|
|
|
636 |
|
Total debenture loans (with weighted-average interest rate) |
|
|
5.23 |
% |
|
|
2,978 |
|
|
|
2,988 |
|
|
|
6.51 |
% |
|
|
2,508 |
|
|
|
2,587 |
|
Other loans |
|
|
|
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
5 |
|
|
|
5 |
|
Total long-term debt |
|
|
3.79 |
% |
|
|
6,744 |
|
|
|
6,727 |
|
|
|
4.28 |
% |
|
|
6,529 |
|
|
|
6,612 |
|
Capital lease and other financing obligations |
|
|
|
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
|
|
Total debt and other financing arrangements |
|
|
|
|
|
|
6,862 |
|
|
|
|
|
|
|
|
|
|
|
6,640 |
|
|
|
|
|
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings |
|
|
|
|
|
|
397 |
|
|
|
|
|
|
|
|
|
|
|
148 |
|
|
|
|
|
Non-current portion of long-term debt and capital lease and other financing obligations |
|
|
|
|
|
$ |
6,465 |
|
|
|
|
|
|
|
|
|
|
$ |
6,492 |
|
|
|
|
|
The carrying value of Nielsen’s long-term debt are denominated in the following currencies:
|
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
U.S. Dollars |
|
$ |
6,399 |
|
|
$ |
6,135 |
|
Euro |
|
|
345 |
|
|
|
394 |
|
|
|
$ |
6,744 |
|
|
$ |
6,529 |
|
Annual maturities of Nielsen’s long-term debt are as follows:
(IN MILLIONS) |
|
|
|
|
2015 |
|
$ |
379 |
|
2016 |
|
$ |
128 |
|
2017 |
|
$ |
640 |
|
2018 |
|
$ |
212 |
|
2019 |
|
$ |
1,042 |
|
Thereafter |
|
$ |
4,343 |
|
|
|
$ |
6,744 |
|
Future minimum capital lease payments under non-cancelable capital leases at December 31, 2014 are as follows:
(IN MILLIONS) |
|
|
|
|
2015 |
|
$ |
24 |
|
2016 |
|
|
24 |
|
2017 |
|
|
22 |
|
2018 |
|
|
15 |
|
2019 |
|
|
13 |
|
Thereafter |
|
|
62 |
|
Total |
|
|
160 |
|
Less: amount representing interest |
|
|
42 |
|
Present value of minimum lease payments |
|
$ |
118 |
|
Current portion |
|
$ |
18 |
|
Total non-current portion |
|
|
100 |
|
Present value of minimum lease payments |
|
$ |
118 |
|
|
Common stock activity is as follows:
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
|||
Actual number of shares of common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
378,635,464 |
|
|
|
362,519,883 |
|
|
|
359,647,605 |
|
Shares of common stock converted from Mandatory Convertible Subordinated Bonds due February 2013 |
|
|
- |
|
|
|
10,416,700 |
|
|
|
- |
|
Shares of common stock issued through business combinations |
|
|
75,083 |
|
|
|
101,899 |
|
|
|
246,627 |
|
Shares of common stock issued through compensation plans |
|
|
4,940,195 |
|
|
|
5,886,821 |
|
|
|
2,625,651 |
|
Repurchases of common stock |
|
|
(10,893,144 |
) |
|
|
(289,839 |
) |
|
|
- |
|
End of period |
|
|
372,757,598 |
|
|
|
378,635,464 |
|
|
|
362,519,883 |
|
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 declared by the Board and paid for the year ended December 31, 2014.
Declaration Date |
|
Record Date |
|
Payment Date |
|
Dividend Per Share |
|
|
January 31, 2013 |
|
March 6, 2013 |
|
March 20, 2013 |
|
$ |
0.16 |
|
May 2, 2013 |
|
June 5, 2013 |
|
June 19, 2013 |
|
$ |
0.16 |
|
July 25, 2013 |
|
August 28, 2013 |
|
September 11, 2013 |
|
$ |
0.20 |
|
October 22, 2013 |
|
November 25, 2013 |
|
December 9, 2013 |
|
$ |
0.20 |
|
February 20, 2014 |
|
March 6, 2014 |
|
March 20, 2014 |
|
$ |
0.20 |
|
May 1, 2014 |
|
June 5, 2014 |
|
June 19, 2014 |
|
$ |
0.25 |
|
July 24, 2014 |
|
August 28, 2014 |
|
September 11, 2014 |
|
$ |
0.25 |
|
October 30, 2014 |
|
November 25, 2014 |
|
December 9, 2014 |
|
$ |
0.25 |
|
The activity for the year ended December 31, 2014 consisted of open market share repurchases and is summarized in the following table:
|
|
|
|
|
|
|
|
|
|
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, 2013 |
|
|
289,839 |
|
|
$ |
39.49 |
|
|
|
289,839 |
|
|
$ |
488,554,427 |
|
2014 Activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1- 31 |
|
— |
|
|
n/a |
|
|
— |
|
|
$ |
488,554,427 |
|
|||
February 1- 28 |
|
|
110,239 |
|
|
$ |
43.42 |
|
|
|
110,239 |
|
|
$ |
483,768,078 |
|
March 1- 31 |
|
|
241,091 |
|
|
$ |
46.85 |
|
|
|
241,091 |
|
|
$ |
472,472,783 |
|
April 1-30 |
|
|
269,972 |
|
|
$ |
44.47 |
|
|
|
269,972 |
|
|
$ |
460,467,412 |
|
May 1-31 |
|
|
211,848 |
|
|
$ |
47.20 |
|
|
|
211,848 |
|
|
$ |
450,467,820 |
|
June 1-30 |
|
|
207,243 |
|
|
$ |
47.44 |
|
|
|
207,243 |
|
|
$ |
440,635,906 |
|
July 1-31 |
|
|
188,612 |
|
|
$ |
48.54 |
|
|
|
188,612 |
|
|
$ |
431,480,660 |
|
August 1-31 |
|
|
181,509 |
|
|
$ |
47.15 |
|
|
|
181,509 |
|
|
$ |
422,921,757 |
|
September 1-30 |
|
|
197,759 |
|
|
$ |
45.66 |
|
|
|
197,759 |
|
|
$ |
413,891,828 |
|
October 1-31 |
|
|
223,047 |
|
|
$ |
42.72 |
|
|
|
223,047 |
|
|
$ |
1,404,363,449 |
|
November 1-30 |
|
|
5,387,545 |
|
|
$ |
41.09 |
|
|
|
5,387,545 |
|
|
$ |
1,182,970,041 |
|
December 1-31 |
|
|
3,674,279 |
|
|
$ |
43.58 |
|
|
|
3,674,279 |
|
|
$ |
1,022,830,101 |
|
Total |
|
|
11,182,983 |
|
|
$ |
42.67 |
|
|
|
11,182,983 |
|
|
|
|
|
|
The following assumptions were used during 2014, 2013 and 2012:
|
Year Ended December 31, |
|
|||||||||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Expected life (years) |
|
3.00-5.25 |
|
|
|
3.50-6.00 |
|
|
|
3.50-6.00 |
|
Risk-free interest rate |
|
0.87-1.66 |
% |
|
|
0.40-1.99 |
% |
|
|
0.38-.083 |
% |
Expected dividend yield |
|
1.77- 2.39 |
% |
|
|
0 - 2.19 |
% |
|
|
0 |
% |
Expected volatility |
|
23.50-25.32 |
% |
|
|
25.40-27.60 |
% |
|
|
28.00-30.30 |
% |
Weighted average volatility |
|
23.99 |
% |
|
|
25.89 |
% |
|
|
28.56 |
% |
Nielsen’s stock option plan activity is summarized below:
|
|
Number of Options |
|
|
Weighted-Average |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Stock Option Plan activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011 |
|
|
18,582,027 |
|
|
$ |
20.65 |
|
|
|
5.77 |
|
|
$ |
175 |
|
Granted |
|
|
4,133,381 |
|
|
|
28.00 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(655,034 |
) |
|
|
(24.30 |
) |
|
|
|
|
|
|
|
|
Exercised |
|
|
(2,372,536 |
) |
|
|
(14.64 |
) |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012 |
|
|
19,687,838 |
|
|
|
22.80 |
|
|
|
5.16 |
|
|
$ |
156 |
|
Granted |
|
|
2,459,900 |
|
|
|
36.65 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(383,163 |
) |
|
|
(23.35 |
) |
|
|
|
|
|
|
|
|
Exercised |
|
|
(4,667,814 |
) |
|
|
(19.11 |
) |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013 |
|
|
17,096,761 |
|
|
$ |
25.78 |
|
|
|
4.61 |
|
|
$ |
344 |
|
Granted |
|
|
2,448,100 |
|
|
|
42.01 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(798,279 |
) |
|
|
(29.57 |
) |
|
|
|
|
|
|
|
|
Exercised |
|
|
(4,219,122 |
) |
|
|
(24.08 |
) |
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014 |
|
|
14,527,460 |
|
|
$ |
28.80 |
|
|
|
4.29 |
|
|
$ |
231 |
|
Exercisable at December 31, 2014 |
|
|
7,199,834 |
|
|
$ |
23.80 |
|
|
|
3.38 |
|
|
$ |
151 |
|
Activity of Nielsen’s restricted stock units (RSUs) that are ultimately payable in shares of common stock granted under the Stock Incentive Plan is summarized below:
|
|
Number of |
|
|
Weighted-Average Fair Value |
||
RSU activity |
|
|
|
|
|
|
|
Nonvested at December 31, 2011 |
|
265,684 |
|
|
|
$ |
28.95 |
Granted |
|
687,300 |
|
|
|
|
27.99 |
Forfeited |
|
(26,695 |
) |
|
|
|
29.02 |
Vested |
|
(80,981 |
) |
|
|
|
26.44 |
Nonvested at December 31, 2012 |
|
845,308 |
|
|
|
$ |
28.40 |
Granted |
|
955,531 |
|
|
|
|
34.86 |
Forfeited |
|
(230,500 |
) |
|
|
|
32.56 |
Vested |
|
(262,446 |
) |
|
|
|
24.96 |
Nonvested at December 31, 2013 |
|
1,307,893 |
|
|
|
$ |
30.53 |
Granted |
|
526,857 |
|
|
|
|
42.74 |
Forfeited |
|
(113,903 |
) |
|
|
|
30.55 |
Vested |
|
(412,845 |
) |
|
|
|
28.53 |
Nonvested at December 31, 2014 |
|
1,308,002 |
|
|
|
$ |
35.90 |
|
The components of income from continuing operations before income taxes and equity in net income of affiliates, were:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Dutch |
|
$ |
17 |
|
|
$ |
19 |
|
|
$ |
20 |
|
Non-Dutch |
|
|
604 |
|
|
|
501 |
|
|
|
339 |
|
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
621 |
|
|
$ |
520 |
|
|
$ |
359 |
|
The provision for income taxes attributable to the income from continuing operations before income taxes and equity in net income of affiliates consisted of:
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Dutch |
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
(20 |
) |
Non-Dutch |
|
|
127 |
|
|
|
194 |
|
|
|
95 |
|
|
|
|
131 |
|
|
|
198 |
|
|
|
75 |
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Dutch |
|
|
1 |
|
|
|
3 |
|
|
|
25 |
|
Non-Dutch |
|
|
104 |
|
|
|
(110 |
) |
|
|
22 |
|
|
|
|
105 |
|
|
|
(107 |
) |
|
|
47 |
|
Total |
|
$ |
236 |
|
|
$ |
91 |
|
|
$ |
122 |
|
The Company’s provision for income taxes for the years ended December 31, 2014, 2013 and 2012 was different from the amount computed by applying the statutory Dutch federal income tax rates to the underlying income from continuing operations before income taxes and equity in net income of affiliates as a result of the following:
|
|
|
Year Ended December 31, |
|
||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
621 |
|
|
$ |
520 |
|
|
$ |
359 |
|
Dutch statutory tax rate |
|
|
25.0 |
% |
|
|
25.0 |
% |
|
|
25.0 |
% |
Provision for income taxes at the Dutch statutory rate |
|
$ |
155 |
|
|
$ |
130 |
|
|
$ |
90 |
|
Tax impact on distributions from foreign subsidiaries |
|
|
4 |
|
|
|
(38 |
) |
|
|
35 |
|
Effect of operations in non-Dutch jurisdictions |
|
|
19 |
|
|
|
16 |
|
|
|
(8 |
) |
Tax impact of global licensing arrangements |
|
|
84 |
|
|
|
14 |
|
|
|
19 |
|
U.S. state and local taxation |
|
|
21 |
|
|
|
9 |
|
|
|
4 |
|
Withholding and other taxation |
|
|
38 |
|
|
|
35 |
|
|
|
36 |
|
Effect of global financing activities |
|
|
(84 |
) |
|
|
(60 |
) |
|
|
(51 |
) |
Changes in estimates for uncertain tax positions |
|
|
(1 |
) |
|
|
47 |
|
|
|
48 |
|
Changes in valuation allowances |
|
|
(21 |
) |
|
|
(69 |
) |
|
|
(15 |
) |
Effect of change in deferred tax rates |
|
|
2 |
|
|
|
3 |
|
|
|
(40 |
) |
Other, net |
|
|
19 |
|
|
|
4 |
|
|
|
4 |
|
Total provision for income taxes |
|
$ |
236 |
|
|
$ |
91 |
|
|
$ |
122 |
|
Effective tax rate |
|
|
38.0 |
% |
|
|
17.5 |
% |
|
|
34.0 |
% |
The components of current and non-current deferred income tax assets/(liabilities) were:
(IN MILLIONS) |
|
December 31, |
|
|
December 31, |
|
||
Deferred tax assets (on balance): |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
175 |
|
|
$ |
195 |
|
Interest expense limitation |
|
|
783 |
|
|
|
830 |
|
Deferred compensation |
|
|
— |
|
|
|
2 |
|
Deferred revenues / costs |
|
|
— |
|
|
|
7 |
|
Employee benefits |
|
|
93 |
|
|
|
56 |
|
Tax credit carryforwards |
|
|
198 |
|
|
|
179 |
|
Share-based payments |
|
|
43 |
|
|
|
75 |
|
Accrued expenses |
|
|
21 |
|
|
|
40 |
|
Financial instruments |
|
|
10 |
|
|
|
29 |
|
Other assets |
|
|
84 |
|
|
|
6 |
|
|
|
|
1,407 |
|
|
|
1,419 |
|
Valuation allowances |
|
|
(147 |
) |
|
|
(150 |
) |
Deferred tax assets, net of valuation allowances |
|
|
1,260 |
|
|
|
1,269 |
|
Deferred tax liabilities (on balance): |
|
|
|
|
|
|
|
|
Intangible assets |
|
|
(1,692 |
) |
|
|
(1,715 |
) |
Fixed asset depreciation |
|
|
(25 |
) |
|
|
(27 |
) |
Computer software |
|
|
(185 |
) |
|
|
(174 |
) |
Deferred revenues/costs |
|
|
(13 |
) |
|
|
— |
|
Other liabilities |
|
|
(62 |
) |
|
|
— |
|
|
|
|
(1,977 |
) |
|
|
(1,916 |
) |
Net deferred tax liability |
|
$ |
(717 |
) |
|
$ |
(647 |
) |
Recognized as: |
|
|
|
|
|
|
|
|
Deferred income taxes, current |
|
$ |
226 |
|
|
$ |
102 |
|
Deferred income taxes, non-current |
|
|
(943 |
) |
|
|
(749 |
) |
Total |
|
$ |
(717 |
) |
|
$ |
(647 |
) |
A reconciliation of the beginning and ending amount of gross uncertain tax positions is as follows:
(IN MILLIONS) |
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
Balance as of the beginning of period |
|
$ |
475 |
|
|
$ |
409 |
|
|
$ |
370 |
|
Additions for current year tax positions |
|
|
14 |
|
|
|
41 |
|
|
|
37 |
|
Additions for tax positions of prior years |
|
|
12 |
|
|
|
42 |
|
|
|
21 |
|
Reductions for lapses of statute of limitations |
|
|
(12 |
) |
|
|
(8 |
) |
|
|
(15 |
) |
Reductions for tax positions of prior years |
|
|
(37 |
) |
|
|
(9 |
) |
|
|
(4 |
) |
Balance as of the end of the period |
|
$ |
452 |
|
|
$ |
475 |
|
|
$ |
409 |
|
|
The amounts presented below represent the minimum annual payments under Nielsen’s purchase obligations that have initial or remaining non-cancelable terms in excess of one year. These purchase obligations include data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.
|
|
For the Years Ending December 31, |
|
|||||||||||||||||||||||||
(IN MILLIONS) |
|
2015 |
|
|
2016 |
|
|
2017 |
|
|
2018 |
|
|
2019 |
|
|
Thereafter |
|
|
Total |
|
|||||||
Operating leases |
|
$ |
87 |
|
|
$ |
71 |
|
|
$ |
60 |
|
|
$ |
51 |
|
|
$ |
37 |
|
|
$ |
60 |
|
|
$ |
366 |
|
Other contractual obligations(a) |
|
|
666 |
|
|
|
245 |
|
|
|
64 |
|
|
|
35 |
|
|
|
7 |
|
|
|
- |
|
|
|
1,017 |
|
Total |
|
$ |
753 |
|
|
$ |
316 |
|
|
$ |
124 |
|
|
$ |
86 |
|
|
$ |
44 |
|
|
$ |
60 |
|
|
$ |
1,383 |
|
(a) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Nielsen generally requires purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing. Nielsen’s remaining commitments as of December 31, 2014 under the outsourced services agreements with TCS have been included above on an estimated basis over the years within the contractual period in which we expect to satisfy its obligations. As of December 31, 2014, the remaining TCS commitment was approximately $609 million.
|
Business Segment Information
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
3,523 |
|
|
$ |
3,406 |
|
|
$ |
3,341 |
|
Watch |
|
|
2,765 |
|
|
|
2,297 |
|
|
|
2,066 |
|
Total |
|
$ |
6,288 |
|
|
$ |
5,703 |
|
|
$ |
5,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Business segment income/(loss)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
658 |
|
|
$ |
660 |
|
|
$ |
676 |
|
Watch |
|
|
1,214 |
|
|
|
989 |
|
|
|
856 |
|
Corporate and eliminations |
|
|
(35 |
) |
|
|
(32 |
) |
|
|
(28 |
) |
Total |
|
$ |
1,837 |
|
|
$ |
1,617 |
|
|
$ |
1,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
224 |
|
|
$ |
199 |
|
|
$ |
197 |
|
Watch |
|
|
343 |
|
|
|
302 |
|
|
|
285 |
|
Corporate and eliminations |
|
|
6 |
|
|
|
9 |
|
|
|
11 |
|
Total |
|
$ |
573 |
|
|
$ |
510 |
|
|
$ |
493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
64 |
|
|
$ |
47 |
|
|
$ |
58 |
|
Watch |
|
|
14 |
|
|
|
55 |
|
|
|
20 |
|
Corporate and eliminations |
|
|
11 |
|
|
|
17 |
|
|
|
7 |
|
Total |
|
$ |
89 |
|
|
$ |
119 |
|
|
$ |
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
14 |
|
|
$ |
14 |
|
|
$ |
10 |
|
Watch |
|
|
10 |
|
|
|
11 |
|
|
|
7 |
|
Corporate and eliminations |
|
|
23 |
|
|
|
22 |
|
|
|
17 |
|
Total |
|
$ |
47 |
|
|
$ |
47 |
|
|
$ |
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Other items(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
(2 |
) |
|
$ |
1 |
|
|
$ |
8 |
|
Watch |
|
|
11 |
|
|
|
51 |
|
|
|
(9 |
) |
Corporate and eliminations |
|
|
30 |
|
|
|
28 |
|
|
|
13 |
|
Total |
|
$ |
39 |
|
|
$ |
80 |
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Operating income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
358 |
|
|
$ |
399 |
|
|
$ |
403 |
|
Watch |
|
|
836 |
|
|
|
570 |
|
|
|
553 |
|
Corporate and eliminations |
|
|
(105 |
) |
|
|
(108 |
) |
|
|
(76 |
) |
Total |
|
$ |
1,089 |
|
|
$ |
861 |
|
|
$ |
880 |
|
(IN MILLIONS) |
|
December 31, |
|
|
December 31, |
|
||
Total assets |
|
|
|
|
|
|
|
|
Buy |
|
$ |
6,869 |
|
|
$ |
6,768 |
|
Watch |
|
|
8,156 |
|
|
|
8,326 |
|
Corporate and eliminations(3) |
|
|
351 |
|
|
|
436 |
|
Total |
|
$ |
15,376 |
|
|
$ |
15,530 |
|
|
(1) |
The Company’s chief operating decision making group uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments |
(2) |
For the year ended December 31, 2014, other items primarily consist of non-recurring costs. For the year months ended December 31, 2013, other items primarily consist of one-time items associated with the acquisition of Arbitron, including non-cash purchase accounting adjustments and transaction related costs. |
(3) |
Includes deferred financing costs of $50 million for the years ended December 31, 2014 and 2013, respectively. |
|
|
Year ended December 31, |
|
|||||||||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
Buy |
|
$ |
206 |
|
|
$ |
171 |
|
|
$ |
169 |
|
Watch |
|
|
198 |
|
|
|
197 |
|
|
|
181 |
|
Expositions |
|
— |
|
|
— |
|
|
|
5 |
|
||
Corporate and eliminations |
|
|
8 |
|
|
|
6 |
|
|
|
3 |
|
Total |
|
$ |
412 |
|
|
$ |
374 |
|
|
$ |
358 |
|
Geographic Segment Information
|
|
|
|
|
|
Operating |
|
|
Long- |
|
||
|
|
|
|
|
|
Income/ |
|
|
lived |
|
||
(IN MILLIONS) |
|
Revenues(1) |
|
|
(Loss) |
|
|
Assets(2) |
|
|||
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,415 |
|
|
$ |
700 |
|
|
$ |
10,255 |
|
North and South America, excluding the United States |
|
|
670 |
|
|
|
161 |
|
|
|
1,150 |
|
The Netherlands |
|
|
40 |
|
|
(16 |
) |
|
1 |
|
||
Other Europe, Middle East & Africa |
|
|
1,392 |
|
|
|
151 |
|
|
|
1,128 |
|
Asia Pacific |
|
|
771 |
|
|
|
93 |
|
|
|
385 |
|
Total |
|
$ |
6,288 |
|
|
$ |
1,089 |
|
|
$ |
12,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
Long- |
|
||
|
|
|
|
|
|
Income/ |
|
|
lived |
|
||
(IN MILLIONS) |
|
Revenues(1) |
|
|
(Loss) |
|
|
Assets(2) |
|
|||
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
2,857 |
|
|
$ |
414 |
|
|
$ |
10,203 |
|
North and South America, excluding the United States |
|
|
660 |
|
|
|
167 |
|
|
|
1,268 |
|
The Netherlands |
|
|
39 |
|
|
|
(3 |
) |
|
|
(6 |
) |
Other Europe, Middle East & Africa |
|
|
1,388 |
|
|
|
194 |
|
|
|
1,137 |
|
Asia Pacific |
|
|
759 |
|
|
|
89 |
|
|
|
423 |
|
Total |
|
$ |
5,703 |
|
|
$ |
861 |
|
|
$ |
13,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
|
|
|
|
|
|
Income/ |
|
|
|
|
|
|
(IN MILLIONS) |
|
Revenues(1) |
|
|
(Loss) |
|
|
|
|
|
||
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
2,637 |
|
|
$ |
447 |
|
|
|
|
|
North and South America, excluding the United States |
|
|
640 |
|
|
|
170 |
|
|
|
|
|
The Netherlands |
|
|
39 |
|
|
|
2 |
|
|
|
|
|
Other Europe, Middle East & Africa |
|
|
1,353 |
|
|
|
178 |
|
|
|
|
|
Asia Pacific |
|
|
738 |
|
|
|
83 |
|
|
|
|
|
Total |
|
$ |
5,407 |
|
|
$ |
880 |
|
|
|
|
|
|
(1) |
Revenues are attributed to geographic areas based on the location of customers. |
|
Prepaid expenses and other current assets
|
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
Deferred tax assets |
|
$ |
241 |
|
|
$ |
116 |
|
Prepaid expenses and other current assets(1) |
|
|
264 |
|
|
|
258 |
|
Total prepaid expenses and other current assets |
|
$ |
505 |
|
|
$ |
374 |
|
Accounts payable and other current liabilities
|
|
December 31, |
|
|
December 31, |
|
||
(IN MILLIONS) |
|
2014 |
|
|
2013 |
|
||
Trade payables |
|
$ |
223 |
|
|
$ |
143 |
|
Personnel costs |
|
|
283 |
|
|
|
309 |
|
Current portion of restructuring liabilities |
|
|
60 |
|
|
|
87 |
|
Data and professional services |
|
|
196 |
|
|
|
201 |
|
Interest payable |
|
|
41 |
|
|
|
44 |
|
Other current liabilities(1) |
|
|
232 |
|
|
|
242 |
|
Total accounts payable and other current liabilities |
|
$ |
1,035 |
|
|
$ |
1,026 |
|
|
(1) |
Other includes multiple items, none of which is individually significant. |
|
(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 |
|
|
— |
|
|
|
— |
|
|
|
1,270 |
|
|
|
1,350 |
|
|
|
— |
|
|
|
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 |
) |
|
|
— |
|
|
|
698 |
|
|
|
395 |
|
|
|
— |
|
|
|
1,089 |
|
Interest income |
|
|
— |
|
|
|
856 |
|
|
|
46 |
|
|
|
8 |
|
|
|
(907 |
) |
|
|
3 |
|
Interest expense |
|
|
— |
|
|
|
(283 |
) |
|
|
(874 |
) |
|
|
(50 |
) |
|
|
907 |
|
|
|
(300 |
) |
Foreign currency exchange transaction losses, net |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(69 |
) |
|
|
— |
|
|
|
(71 |
) |
Other income/(expense), net |
|
|
— |
|
|
|
553 |
|
|
|
200 |
|
|
|
(204 |
) |
|
|
(649 |
) |
|
|
(100 |
) |
(Loss)/income from continuing operations before income taxes and equity in net loss of affiliates |
|
|
(4 |
) |
|
|
1,126 |
|
|
|
68 |
|
|
|
80 |
|
|
|
(649 |
) |
|
|
621 |
|
Benefit/(provision) for income taxes |
|
|
7 |
|
|
|
(94 |
) |
|
|
(92 |
) |
|
|
(57 |
) |
|
|
— |
|
|
|
(236 |
) |
Equity in net income/(loss) of subsidiaries |
|
|
381 |
|
|
|
(721 |
) |
|
|
408 |
|
|
|
— |
|
|
|
(68 |
) |
|
|
— |
|
Equity in net loss of affiliates |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
(4 |
) |
Net income |
|
|
384 |
|
|
|
311 |
|
|
|
381 |
|
|
|
22 |
|
|
|
(717 |
) |
|
|
381 |
|
Less: net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
(3 |
) |
Net income attributable to controlling interests |
|
|
384 |
|
|
|
311 |
|
|
|
381 |
|
|
|
25 |
|
|
|
(717 |
) |
|
|
384 |
|
Total other comprehensive (loss)/income |
|
|
(390 |
) |
|
|
799 |
|
|
|
(390 |
) |
|
|
(490 |
) |
|
|
74 |
|
|
|
(397 |
) |
Total other comprehensive loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
(7 |
) |
Total other comprehensive (loss)/income attributable to controlling interests |
|
|
(390 |
) |
|
|
799 |
|
|
|
(390 |
) |
|
|
(483 |
) |
|
|
74 |
|
|
|
(390 |
) |
Total comprehensive (loss)/income |
|
|
(6 |
) |
|
|
1,110 |
|
|
|
(9 |
) |
|
|
(468 |
) |
|
|
(643 |
) |
|
|
(16 |
) |
Total comprehensive loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10 |
) |
|
|
— |
|
|
|
(10 |
) |
Total comprehensive (loss)/income attributable to controlling interests |
|
$ |
(6 |
) |
|
$ |
1,110 |
|
|
$ |
(9 |
) |
|
$ |
(458 |
) |
|
$ |
(643 |
) |
|
$ |
(6 |
) |
Consolidating Statement of Comprehensive Income
For the year ended December 31, 2013
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenues |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,859 |
|
|
$ |
2,844 |
|
|
$ |
— |
|
|
$ |
5,703 |
|
Cost of revenues, exclusive of depreciation and amortization shown separately below |
|
|
— |
|
|
|
— |
|
|
|
1,087 |
|
|
|
1,311 |
|
|
|
— |
|
|
|
2,398 |
|
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
|
|
4 |
|
|
|
— |
|
|
|
889 |
|
|
|
922 |
|
|
|
— |
|
|
|
1,815 |
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
386 |
|
|
|
124 |
|
|
|
— |
|
|
|
510 |
|
Restructuring charges |
|
|
— |
|
|
|
— |
|
|
|
67 |
|
|
|
52 |
|
|
|
— |
|
|
|
119 |
|
Operating (loss)/income |
|
|
(4 |
) |
|
|
— |
|
|
|
430 |
|
|
|
435 |
|
|
|
— |
|
|
|
861 |
|
Interest income |
|
|
1 |
|
|
|
743 |
|
|
|
58 |
|
|
|
15 |
|
|
|
(815 |
) |
|
|
2 |
|
Interest expense |
|
|
(2 |
) |
|
|
(300 |
) |
|
|
(772 |
) |
|
|
(50 |
) |
|
|
815 |
|
|
|
(309 |
) |
Foreign currency exchange transaction gains/(losses), net |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
(26 |
) |
|
|
0 |
|
|
|
(25 |
) |
Other (expense)/income, net |
|
|
— |
|
|
|
(21 |
) |
|
|
118 |
|
|
|
(106 |
) |
|
|
0 |
|
|
|
(9 |
) |
(Loss)/income from continuing operations before income taxes and equity in net (loss)/income of affiliates |
|
|
(5 |
) |
|
|
422 |
|
|
|
(165 |
) |
|
|
268 |
|
|
|
— |
|
|
|
520 |
|
(Provision)/benefit for income taxes |
|
|
(1 |
) |
|
|
(95 |
) |
|
|
82 |
|
|
|
(77 |
) |
|
|
— |
|
|
|
(91 |
) |
Equity in net income of subsidiaries |
|
|
746 |
|
|
|
421 |
|
|
|
522 |
|
|
|
— |
|
|
|
(1,689 |
) |
|
|
— |
|
Equity in net (loss)/income of affiliates |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
3 |
|
|
|
— |
|
|
|
2 |
|
Income from continuing operations |
|
|
740 |
|
|
|
748 |
|
|
|
438 |
|
|
|
194 |
|
|
|
(1,689 |
) |
|
|
431 |
|
Income/(loss) from discontinued operations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
308 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
305 |
|
Net income |
|
|
740 |
|
|
|
748 |
|
|
|
746 |
|
|
|
191 |
|
|
|
(1,689 |
) |
|
|
736 |
|
Less: net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
(4 |
) |
Net income attributable to controlling interests |
|
|
740 |
|
|
|
748 |
|
|
|
746 |
|
|
|
195 |
|
|
|
(1,689 |
) |
|
|
740 |
|
Total other comprehensive (loss)/income |
|
|
(54 |
) |
|
|
(39 |
) |
|
|
(54 |
) |
|
|
32 |
|
|
|
63 |
|
|
|
(52 |
) |
Total other comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
2 |
|
Total other comprehensive (loss)/income attributable to controlling interests |
|
|
(54 |
) |
|
|
(39 |
) |
|
|
(54 |
) |
|
|
30 |
|
|
|
63 |
|
|
|
(54 |
) |
Total comprehensive income |
|
|
686 |
|
|
|
709 |
|
|
|
692 |
|
|
|
223 |
|
|
|
(1,626 |
) |
|
|
684 |
|
Total comprehensive loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
Total comprehensive income attributable to controlling interests |
|
$ |
686 |
|
|
$ |
709 |
|
|
$ |
692 |
|
|
$ |
225 |
|
|
$ |
(1,626 |
) |
|
$ |
686 |
|
Consolidating Statement of Comprehensive Income
For the year ended December 31, 2012
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Revenues |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,640 |
|
|
$ |
2,767 |
|
|
$ |
— |
|
|
$ |
5,407 |
|
Cost of revenues, exclusive of depreciation and amortization shown separately below |
|
|
— |
|
|
|
— |
|
|
|
970 |
|
|
|
1,255 |
|
|
|
— |
|
|
|
2,225 |
|
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below |
|
|
2 |
|
|
|
— |
|
|
|
817 |
|
|
|
905 |
|
|
|
— |
|
|
|
1,724 |
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
377 |
|
|
|
116 |
|
|
|
— |
|
|
|
493 |
|
Restructuring charges |
|
|
— |
|
|
|
— |
|
|
|
28 |
|
|
|
57 |
|
|
|
— |
|
|
|
85 |
|
Operating (loss)/income |
|
|
(2 |
) |
|
|
— |
|
|
|
448 |
|
|
|
434 |
|
|
|
— |
|
|
|
880 |
|
Interest income |
|
|
— |
|
|
|
695 |
|
|
|
59 |
|
|
|
28 |
|
|
|
(778 |
) |
|
|
4 |
|
Interest expense |
|
|
(23 |
) |
|
|
(367 |
) |
|
|
(717 |
) |
|
|
(61 |
) |
|
|
778 |
|
|
|
(390 |
) |
Foreign currency exchange transaction losses, net |
|
|
(1 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
(14 |
) |
|
|
— |
|
|
|
(17 |
) |
Other (expense)/income, net |
|
|
— |
|
|
|
(121 |
) |
|
|
148 |
|
|
|
(145 |
) |
|
|
— |
|
|
|
(118 |
) |
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of affiliates |
|
|
(26 |
) |
|
|
207 |
|
|
|
(64 |
) |
|
|
242 |
|
|
|
— |
|
|
|
359 |
|
Benefit/(provision) for income taxes |
|
|
2 |
|
|
|
(32 |
) |
|
|
(11 |
) |
|
|
(81 |
) |
|
|
— |
|
|
|
(122 |
) |
Equity in net income of subsidiaries |
|
|
297 |
|
|
|
142 |
|
|
|
332 |
|
|
|
— |
|
|
|
(771 |
) |
|
|
— |
|
Equity in net income of affiliates |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
5 |
|
Income from continuing operations |
|
|
273 |
|
|
|
317 |
|
|
|
260 |
|
|
|
163 |
|
|
|
(771 |
) |
|
|
242 |
|
Income/(loss) from discontinued operations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
30 |
|
Net income |
|
|
273 |
|
|
|
317 |
|
|
|
297 |
|
|
|
156 |
|
|
|
(771 |
) |
|
|
272 |
|
Less: net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
Net income attributable to controlling interests |
|
|
273 |
|
|
|
317 |
|
|
|
297 |
|
|
|
157 |
|
|
|
(771 |
) |
|
|
273 |
|
Total other comprehensive (loss)/income |
|
|
(34 |
) |
|
|
(28 |
) |
|
|
(34 |
) |
|
|
37 |
|
|
|
28 |
|
|
|
(31 |
) |
Total other comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
Total other comprehensive (loss)/income attributable to controlling interest |
|
|
(34 |
) |
|
|
(28 |
) |
|
|
(34 |
) |
|
|
34 |
|
|
|
28 |
|
|
|
(34 |
) |
Total comprehensive income |
|
|
239 |
|
|
|
289 |
|
|
|
263 |
|
|
|
193 |
|
|
|
(743 |
) |
|
|
241 |
|
Total comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
2 |
|
Total comprehensive income attributable to controlling interests |
|
$ |
239 |
|
|
$ |
289 |
|
|
$ |
263 |
|
|
$ |
191 |
|
|
$ |
(743 |
) |
|
$ |
239 |
|
Consolidating Balance Sheet
December 31, 2014
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
49 |
|
|
$ |
1 |
|
|
$ |
(51 |
) |
|
$ |
274 |
|
|
$ |
— |
|
|
$ |
273 |
|
Trade and other receivables, net |
|
|
1 |
|
|
|
— |
|
|
|
526 |
|
|
|
714 |
|
|
|
— |
|
|
|
1,241 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
8 |
|
|
|
339 |
|
|
|
158 |
|
|
|
— |
|
|
|
505 |
|
Intercompany receivables |
|
|
1 |
|
|
|
228 |
|
|
|
141 |
|
|
|
190 |
|
|
|
(560 |
) |
|
|
— |
|
Total current assets |
|
|
51 |
|
|
|
237 |
|
|
|
955 |
|
|
|
1,336 |
|
|
|
(560 |
) |
|
|
2,019 |
|
Non-current assets |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
— |
|
|
|
— |
|
|
|
335 |
|
|
|
198 |
|
|
|
— |
|
|
|
533 |
|
Goodwill |
|
|
— |
|
|
|
— |
|
|
|
5,588 |
|
|
|
2,083 |
|
|
|
— |
|
|
|
7,671 |
|
Other intangible assets, net |
|
|
— |
|
|
|
— |
|
|
|
4,318 |
|
|
|
397 |
|
|
|
— |
|
|
|
4,715 |
|
Deferred tax assets |
|
|
1 |
|
|
|
— |
|
|
|
25 |
|
|
|
57 |
|
|
|
— |
|
|
|
83 |
|
Other non-current assets |
|
|
— |
|
|
|
44 |
|
|
|
171 |
|
|
|
140 |
|
|
|
— |
|
|
|
355 |
|
Equity investment in subsidiaries |
|
|
5,017 |
|
|
|
1,124 |
|
|
|
6,548 |
|
|
|
— |
|
|
|
(12,689 |
) |
|
|
— |
|
Intercompany receivables |
|
|
— |
|
|
|
10,493 |
|
|
|
560 |
|
|
|
191 |
|
|
|
(11,244 |
) |
|
|
— |
|
Total assets |
|
$ |
5,069 |
|
|
$ |
11,898 |
|
|
$ |
18,500 |
|
|
$ |
4,402 |
|
|
$ |
(24,493 |
) |
|
$ |
15,376 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
$ |
10 |
|
|
$ |
44 |
|
|
$ |
418 |
|
|
$ |
563 |
|
|
$ |
— |
|
|
$ |
1,035 |
|
Deferred revenues |
|
|
— |
|
|
|
— |
|
|
|
159 |
|
|
|
145 |
|
|
|
— |
|
|
|
304 |
|
Income tax liabilities |
|
|
1 |
|
|
|
— |
|
|
|
18 |
|
|
|
43 |
|
|
|
— |
|
|
|
62 |
|
Current portion of long-term debt, capital lease obligations and short-term borrowings |
|
|
— |
|
|
|
98 |
|
|
|
298 |
|
|
|
1 |
|
|
|
— |
|
|
|
397 |
|
Intercompany payables |
|
|
— |
|
|
|
— |
|
|
|
428 |
|
|
|
132 |
|
|
|
(560 |
) |
|
|
— |
|
Total current liabilities |
|
|
11 |
|
|
|
142 |
|
|
|
1,321 |
|
|
|
884 |
|
|
|
(560 |
) |
|
|
1,798 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations |
|
|
— |
|
|
|
6,358 |
|
|
|
87 |
|
|
|
20 |
|
|
|
— |
|
|
|
6,465 |
|
Deferred tax liabilities |
|
|
— |
|
|
|
74 |
|
|
|
895 |
|
|
|
56 |
|
|
|
— |
|
|
|
1,025 |
|
Intercompany loans |
|
|
— |
|
|
|
61 |
|
|
|
10,613 |
|
|
|
570 |
|
|
|
(11,244 |
) |
|
|
— |
|
Other non-current liabilities |
|
|
2 |
|
|
|
2 |
|
|
|
567 |
|
|
|
384 |
|
|
|
— |
|
|
|
955 |
|
Total liabilities |
|
|
13 |
|
|
|
6,637 |
|
|
|
13,483 |
|
|
|
1,914 |
|
|
|
(11,804 |
) |
|
|
10,243 |
|
Total stockholders’ equity |
|
|
5,056 |
|
|
|
5,261 |
|
|
|
5,017 |
|
|
|
2,411 |
|
|
|
(12,689 |
) |
|
|
5,056 |
|
Noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
77 |
|
|
|
— |
|
|
|
77 |
|
Total equity |
|
|
5,056 |
|
|
|
5,261 |
|
|
|
5,017 |
|
|
|
2,488 |
|
|
|
(12,689 |
) |
|
|
5,133 |
|
Total liabilities and equity |
|
$ |
5,069 |
|
|
$ |
11,898 |
|
|
$ |
18,500 |
|
|
$ |
4,402 |
|
|
$ |
(24,493 |
) |
|
$ |
15,376 |
|
Consolidating Balance Sheet
December 31, 2013
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Elimination |
|
|
Consolidated |
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
205 |
|
|
$ |
347 |
|
|
$ |
— |
|
|
$ |
564 |
|
Trade and other receivables, net |
|
|
2 |
|
|
|
— |
|
|
|
447 |
|
|
|
747 |
|
|
|
— |
|
|
|
1,196 |
|
Prepaid expenses and other current assets |
|
|
— |
|
|
|
11 |
|
|
|
225 |
|
|
|
138 |
|
|
|
— |
|
|
|
374 |
|
Intercompany receivables |
|
|
— |
|
|
|
190 |
|
|
|
169 |
|
|
|
176 |
|
|
|
(535 |
) |
|
|
— |
|
Total current assets |
|
|
14 |
|
|
|
201 |
|
|
|
1,046 |
|
|
|
1,408 |
|
|
|
(535 |
) |
|
|
2,134 |
|
Non-current assets |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
— |
|
|
|
— |
|
|
|
327 |
|
|
|
233 |
|
|
|
— |
|
|
|
560 |
|
Goodwill |
|
|
— |
|
|
|
— |
|
|
|
5,493 |
|
|
|
2,191 |
|
|
|
— |
|
|
|
7,684 |
|
Other intangible assets, net |
|
|
— |
|
|
|
— |
|
|
|
4,360 |
|
|
|
421 |
|
|
|
— |
|
|
|
4,781 |
|
Deferred tax assets |
|
|
— |
|
|
|
7 |
|
|
|
58 |
|
|
|
50 |
|
|
|
— |
|
|
|
115 |
|
Other non-current assets |
|
|
— |
|
|
|
39 |
|
|
|
99 |
|
|
|
118 |
|
|
|
— |
|
|
|
256 |
|
Equity investment in subsidiaries |
|
|
5,728 |
|
|
|
2,020 |
|
|
|
7,631 |
|
|
|
— |
|
|
|
(15,379 |
) |
|
|
— |
|
Intercompany receivables |
|
|
— |
|
|
|
10,224 |
|
|
|
495 |
|
|
|
1,289 |
|
|
|
(12,008 |
) |
|
|
— |
|
Total assets |
|
$ |
5,742 |
|
|
$ |
12,491 |
|
|
$ |
19,509 |
|
|
$ |
5,710 |
|
|
$ |
(27,922 |
) |
|
$ |
15,530 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities |
|
$ |
6 |
|
|
$ |
47 |
|
|
$ |
367 |
|
|
$ |
606 |
|
|
$ |
— |
|
|
$ |
1,026 |
|
Deferred revenues |
|
|
— |
|
|
|
— |
|
|
|
154 |
|
|
|
152 |
|
|
|
— |
|
|
|
306 |
|
Income tax liabilities |
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
42 |
|
|
|
— |
|
|
|
55 |
|
Current portion of long-term debt, capital lease obligations and short-term borrowings |
|
|
— |
|
|
|
136 |
|
|
|
11 |
|
|
|
1 |
|
|
|
— |
|
|
|
148 |
|
Intercompany payables |
|
|
— |
|
|
|
5 |
|
|
|
377 |
|
|
|
153 |
|
|
|
(535 |
) |
|
|
— |
|
Total current liabilities |
|
|
6 |
|
|
|
188 |
|
|
|
922 |
|
|
|
954 |
|
|
|
(535 |
) |
|
|
1,535 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations |
|
|
— |
|
|
|
6,388 |
|
|
|
86 |
|
|
|
18 |
|
|
|
— |
|
|
|
6,492 |
|
Deferred tax liabilities |
|
|
— |
|
|
|
74 |
|
|
|
720 |
|
|
|
70 |
|
|
|
— |
|
|
|
864 |
|
Intercompany loans |
|
|
— |
|
|
|
— |
|
|
|
11,513 |
|
|
|
495 |
|
|
|
(12,008 |
) |
|
|
— |
|
Other non-current liabilities |
|
|
7 |
|
|
|
8 |
|
|
|
540 |
|
|
|
277 |
|
|
|
— |
|
|
|
832 |
|
Total liabilities |
|
|
13 |
|
|
|
6,658 |
|
|
|
13,781 |
|
|
|
1,814 |
|
|
|
(12,543 |
) |
|
|
9,723 |
|
Total stockholders’ equity |
|
|
5,729 |
|
|
|
5,833 |
|
|
|
5,728 |
|
|
|
3,818 |
|
|
|
(15,379 |
) |
|
|
5,729 |
|
Noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
78 |
|
|
|
— |
|
|
|
78 |
|
Total equity |
|
|
5,729 |
|
|
|
5,833 |
|
|
|
5,728 |
|
|
|
3,896 |
|
|
|
(15,379 |
) |
|
|
5,807 |
|
Total liabilities and equity |
|
$ |
5,742 |
|
|
$ |
12,491 |
|
|
$ |
19,509 |
|
|
$ |
5,710 |
|
|
$ |
(27,922 |
) |
|
$ |
15,530 |
|
Consolidating 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 |
|
|
$ |
379 |
|
|
$ |
195 |
|
|
$ |
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 |
) |
|
|
(376 |
) |
|
|
2 |
|
|
|
(92 |
) |
Net cash provided by/(used in) financing activities |
|
|
41 |
|
|
|
(522 |
) |
|
|
(102 |
) |
|
|
(2 |
) |
|
|
(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 |
|
Consolidating Statement of Cash Flows
For the year ended December 31, 2013
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Consolidated |
|
|||||
Net cash provided by operating activities |
|
$ |
1 |
|
|
$ |
539 |
|
|
$ |
40 |
|
|
$ |
321 |
|
|
$ |
901 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiaries and affiliates, net of cash acquired |
|
|
— |
|
|
|
— |
|
|
|
(1,242 |
) |
|
|
(7 |
) |
|
|
(1,249 |
) |
Proceeds from sale of subsidiaries and affiliates, net |
|
|
— |
|
|
|
— |
|
|
|
935 |
|
|
|
— |
|
|
|
935 |
|
Additions to property, plant and equipment and other assets |
|
|
— |
|
|
|
— |
|
|
|
(56 |
) |
|
|
(74 |
) |
|
|
(130 |
) |
Additions to intangible assets |
|
|
— |
|
|
|
— |
|
|
|
(218 |
) |
|
|
(26 |
) |
|
|
(244 |
) |
Other investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Net cash used in investing activities |
|
|
— |
|
|
|
— |
|
|
|
(581 |
) |
|
|
(106 |
) |
|
|
(687 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt, net of issuance costs |
|
|
— |
|
|
|
2,481 |
|
|
|
— |
|
|
|
4 |
|
|
|
2,485 |
|
Repayments of debt |
|
|
— |
|
|
|
(2,171 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,171 |
) |
Decrease in other short-term borrowings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
(5 |
) |
Cash dividends paid to shareholders |
|
|
(265 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(265 |
) |
Repurchase of common stock |
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
Proceeds from exercise of stock options |
|
|
95 |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(7 |
) |
|
|
85 |
|
Other financing activities |
|
|
191 |
|
|
|
(849 |
) |
|
|
727 |
|
|
|
(104 |
) |
|
|
(35 |
) |
Net cash (used in)/provided by financing activities |
|
|
10 |
|
|
|
(539 |
) |
|
|
724 |
|
|
|
(112 |
) |
|
|
83 |
|
Effect of exchange-rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(19 |
) |
|
|
(21 |
) |
Net increase in cash and cash equivalents |
|
|
11 |
|
|
|
— |
|
|
|
181 |
|
|
|
84 |
|
|
|
276 |
|
Cash and cash equivalents at beginning of period |
|
|
1 |
|
|
|
— |
|
|
|
24 |
|
|
|
263 |
|
|
|
288 |
|
Cash and cash equivalents at end of period |
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
205 |
|
|
$ |
347 |
|
|
$ |
564 |
|
Consolidating Statement of Cash Flows
For the year ended December 31, 2012
(IN MILLIONS) |
|
Parent |
|
|
Issuers |
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
Consolidated |
|
|||||
Net cash (used in)/provided by operating activities |
|
$ |
(18 |
) |
|
$ |
253 |
|
|
$ |
176 |
|
|
$ |
373 |
|
|
$ |
784 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiaries and affiliates, net of cash acquired |
|
|
— |
|
|
|
— |
|
|
|
(142 |
) |
|
|
(18 |
) |
|
|
(160 |
) |
Proceeds from sale of subsidiaries and affiliates, net |
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
(4 |
) |
Additions to property, plant and equipment and other assets |
|
|
— |
|
|
|
— |
|
|
|
(59 |
) |
|
|
(73 |
) |
|
|
(132 |
) |
Additions to intangible assets |
|
|
— |
|
|
|
— |
|
|
|
(204 |
) |
|
|
(22 |
) |
|
|
(226 |
) |
Net cash used in investing activities |
|
|
— |
|
|
|
— |
|
|
|
(409 |
) |
|
|
(113 |
) |
|
|
(522 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt, net of issuance costs |
|
|
— |
|
|
|
1,998 |
|
|
|
— |
|
|
|
— |
|
|
|
1,998 |
|
Repayments of debt |
|
|
— |
|
|
|
(2,120 |
) |
|
|
(110 |
) |
|
|
— |
|
|
|
(2,230 |
) |
Increase in other short-term borrowings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
Proceeds from exercise of stock options |
|
|
34 |
|
|
|
— |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
29 |
|
Other financing activities |
|
|
(15 |
) |
|
|
(131 |
) |
|
|
336 |
|
|
|
(288 |
) |
|
|
(98 |
) |
Net cash provided by/(used in) financing activities |
|
|
19 |
|
|
|
(253 |
) |
|
|
223 |
|
|
|
(287 |
) |
|
|
(298 |
) |
Effect of exchange-rate changes on cash and cash equivalents |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
5 |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
1 |
|
|
|
— |
|
|
|
(10 |
) |
|
|
(22 |
) |
|
|
(31 |
) |
Cash and cash equivalents at beginning of period |
|
|
— |
|
|
|
— |
|
|
|
34 |
|
|
|
285 |
|
|
|
319 |
|
Cash and cash equivalents at end of period |
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
24 |
|
|
$ |
263 |
|
|
$ |
288 |
|
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
||||
(IN MILLIONS, EXCEPT PER SHARE DATA) |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
||||
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,489 |
|
|
$ |
1,594 |
|
|
$ |
1,572 |
|
|
$ |
1,633 |
|
Operating income |
|
$ |
193 |
|
|
$ |
277 |
|
|
$ |
311 |
|
|
$ |
308 |
|
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
87 |
|
|
$ |
149 |
|
|
$ |
187 |
|
|
$ |
198 |
|
Net income attributable to Nielsen stockholders |
|
$ |
58 |
|
|
$ |
74 |
|
|
$ |
91 |
|
|
$ |
161 |
|
Net income per share of common stock, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.43 |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.43 |
|
Net income per share of common stock, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.42 |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.15 |
|
|
$ |
0.19 |
|
|
$ |
0.24 |
|
|
$ |
0.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
||||
(IN MILLIONS, EXCEPT PER SHARE DATA) |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
||||
2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,319 |
|
|
$ |
1,386 |
|
|
$ |
1,387 |
|
|
$ |
1,611 |
|
Operating income |
|
$ |
142 |
|
|
$ |
238 |
|
|
$ |
243 |
|
|
$ |
238 |
|
Income from continuing operations before income taxes and equity in net income of affiliates |
|
$ |
41 |
|
|
$ |
161 |
|
|
$ |
171 |
|
|
$ |
147 |
|
Income from discontinued operations, net of tax |
|
$ |
12 |
|
|
$ |
307 |
|
|
— |
|
|
$ |
(14 |
) |
|
Net income attributable to Nielsen stockholders |
|
$ |
35 |
|
|
$ |
426 |
|
|
$ |
134 |
|
|
$ |
145 |
|
Net income per share of common stock, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.06 |
|
|
$ |
0.32 |
|
|
$ |
0.35 |
|
|
$ |
0.42 |
|
Discontinued operations, net of tax |
|
|
0.03 |
|
|
|
0.82 |
|
|
— |
|
|
|
(0.04 |
) |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.09 |
|
|
$ |
1.14 |
|
|
$ |
0.35 |
|
|
$ |
0.38 |
|
Net income per share of common stock, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.06 |
|
|
$ |
0.31 |
|
|
$ |
0.35 |
|
|
$ |
0.41 |
|
Discontinued operations, net of tax |
|
|
0.03 |
|
|
|
0.80 |
|
|
— |
|
|
|
(0.03 |
) |
|
Net income attributable to Nielsen stockholders |
|
$ |
0.09 |
|
|
$ |
1.12 |
|
|
$ |
0.35 |
|
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|