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  • NIELSEN N.V.

    FORM 10-Q (Quarterly Report)

    Filed 04/22/15 for the Period Ending 03/31/15

    Address 85 BROAD STREET

    NEW YORK, NY 10004 Telephone 6466545000

    CIK 0001492633 Symbol NLSN

    SIC Code 7389 - Business Services, Not Elsewhere Classified Industry Business Services

    Sector Services Fiscal Year 12/31

    http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved.

    Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

    http://www.edgar-online.com

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    Form 10-Q

    (Mark One)

    For the quarterly period ended March 31, 2015

    OR

    For the transition period from _______ to _______

    Commission file number 001-35042

    Nielsen N.V. (Exact name of registrant as specified in its charter)

    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No �

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No �

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No 

    There were 369,888,767 shares of the registrant’s Common Stock outstanding as of March 31, 2015.

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    � TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    The Netherlands 98-0662038 (State or other jurisdiction of incorporation or organization)

    (I.R.S. Employer Identification No.)

    85 Broad Street New York, New York 10004

    (646) 654-5000

    Diemerhof 2 1112 XL Diemen The Netherlands

    +31 (0) 20 398 87 77 (Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

    Large accelerated filer  Accelerated filer � Non-accelerated filer � (do not check if a smaller reporting company) Smaller reporting company �

  • Table of Contents

    Contents

    PAGE

    PART I. FINANCIAL INFORMATION - 3 - Item 1. Condensed Consolidated Financial Statements - 3 - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - 24 - Item 3. Quantitative and Qualitative Disclosures About Market Risk - 35 - Item 4. Controls and Procedures - 37 - PART II. OTHER INFORMATION - 38 - Item 1. Legal Proceedings - 38 - Item 1A. Risk Factors - 38 - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - 38 - Item 3. Defaults Upon Senior Securities - 38 - Item 4. Mine Safety Disclosures - 38 - Item 5. Other Information - 38 - Item 6. Exhibits - 38 - Signatures - 39 -

  • PART I. FINANCIAL INFORMATION

    Item 1. Condensed Consolidated Financial Statements

    Nielsen N.V. Condensed Consolidated Statements of Operations (Unaudited)

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    - 3 -

    Three Months Ended March 31, (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) 2015 2014

    Revenues $ 1,458 $ 1,489 Cost of revenues, exclusive of depreciation and amortization shown separately below 622 642 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 481 489 Depreciation and amortization 142 141 Restructuring charges 14 24 Operating income 199 193 Interest income 1 1 Interest expense (73 ) (77 ) Foreign currency exchange transaction losses, net (26 ) (27 ) Other expense, net — (3 ) Income from continuing operations before income taxes and equity in net income of affiliates 101 87 Provision for income taxes (38 ) (33 ) Equity in net income of affiliates — 1 Net income 63 55 Net loss attributable to noncontrolling interests — (3 ) Net income attributable to Nielsen stockholders $ 63 $ 58

    Net income per share of common stock, basic Income from continuing operations $ 0.17 $ 0.15 Net income attributable to Nielsen stockholders $ 0.17 $ 0.15

    Net income per share of common stock, diluted Income from continuing operations $ 0.17 $ 0.15 Net income attributable to Nielsen stockholders $ 0.17 $ 0.15

    Weighted-average shares of common stock outstanding, basic 371,169,651 379,012,826 Dilutive shares of common stock 4,192,306 5,726,773

    Weighted-average shares of common stock outstanding, diluted 375,361,957 384,739,599 Dividends declared per common share $ 0.25 $ 0.20

  • Nielsen N.V. Condensed Consolidated Statements of Comprehensive (Loss)/Income (Unaudited)

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    - 4 -

    Three Months Ended March 31, (IN MILLIONS) 2015 2014

    Net income $ 63 $ 55 Other comprehensive (loss)/income, net of tax

    Foreign currency translation adjustments (1) (172 ) (8 ) Available for sale securities (2) 3 2 Changes in the fair value of cash flow hedges (3) (3 ) — Defined benefit pension plan adjustments (4) 6 3

    Total other comprehensive loss (166 ) (3 ) Total comprehensive (loss)/income (103 ) 52 Less: comprehensive loss attributable to noncontrolling interests (3 ) (3 ) Total comprehensive (loss)/income attributable to Nielsen stockholders $ (100 ) $ 55

    (1) Net of tax of $(12) million and $1 million for the three months ended March 31, 2015 and 2014, respectively (2) Net of tax of $(2) million for the three months ended March 31, 2015 and 2014, respectively (3) Net of tax of$2 million and zero for the three months ended March 31, 2015 and 2014, respectively (4) Net of tax of $(1) million for the three months ended March 31, 2015 and 2014, respectively

  • Nielsen N.V. Condensed Consolidated Balance Sheets

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    - 5 -

    March 31, December 31, (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) 2015 2014 (Unaudited) Assets: Current assets

    Cash and cash equivalents $ 343 $ 273 Trade and other receivables, net of allowances for doubtful accounts and sales returns of $31 and $29 as of March 31, 2015 and December 31, 2014, respectively 1,168 1,241 Prepaid expenses and other current assets 554 505

    Total current assets 2,065 2,019 Non-current assets

    Property, plant and equipment, net 512 533 Goodwill 7,640 7,671 Other intangible assets, net 4,737 4,715 Deferred tax assets 67 83 Other non-current assets 367 355

    Total assets $ 15,388 $ 15,376 Liabilities and equity: Current liabilities

    Accounts payable and other current liabilities $ 858 $ 1,035 Deferred revenues 320 304 Income tax liabilities 72 62 Current portion of long-term debt, capital lease obligations and short-term borrowings 188 397

    Total current liabilities 1,438 1,798 Non-current liabilities

    Long-term debt and capital lease obligations 7,159 6,465 Deferred tax liabilities 1,026 1,025 Other non-current liabilities 922 955

    Total liabilities 10,545 10,243 Commitments and contingencies (Note 11) Equity:

    Nielsen stockholders’ equity Com