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, a smaller reporting company, or an emerging growth company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,~~” “smaller~~" "smaller reporting company,”" and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ~~356,168,000~~358,497,131 shares of the registrant’s Common Stock outstanding as of ~~September 30, 2017.~~March 31, 2021.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2017			2016			2017			2016			2021			2020
Revenues	$	1,641		$	1,570		$	4,811		$	4,653		$	863		$	842
Cost of revenues, exclusive of depreciation and amortization shown separately below		692			642			2,031			1,937			277			324
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		445			452			1,387			1,391			206			202
Depreciation and amortization		160			151			477			450			127			136
Restructuring charges		7			29			48			73			—			3
Operating income		337			296			868			802			253			177
Interest income		1			1			3			3			—			1
Interest expense		(95	)		(85	)		(277	)		(247	)		(80	)		(83	)
Foreign currency exchange transaction gains/(losses), net	—				2			(9	)		(3	)
Foreign currency exchange transaction losses, net														(4	)		(9	)
Other expense, net		(1	)	—				(3	)	—				—		(1		)
Income from continuing operations before income taxes		242			214			582		555				169			85
Provision for income taxes		(92	)		(82	)		(226	)		(208	)		(60	)		(25	)
Net income		150			132			356			347
Net income from continuing operations														109			60
Net income/(loss) from discontinued operations, net of income taxes														467			(73	)
Net income/(loss)														576			(13	)
Net income attributable to noncontrolling interests		4			2			8			4			3			5
Net income attributable to Nielsen stockholders	$	146		$	130		$	348		$	343
Net income per share of common stock, basic
Net income attributable to Nielsen stockholders	$	0.41		$	0.36		$	0.98		$	0.95
Net income per share of common stock, diluted
Net income attributable to Nielsen stockholders	$	0.41		$	0.36		$	0.97		$	0.94
Net income/(loss) attributable to Nielsen shareholders													$	573		$	(18	)
Net income/(loss) per share of common stock, basic
Net income from continuing operations attributable to Nielsen shareholders														0.30			0.16
Net income/(loss) from discontinued operations attributable to Nielsen shareholders														1.30			(0.21	)
Net income/(loss) attributable to Nielsen shareholders													$	1.60		$	(0.05	)
Net income/(loss) per share of common stock, diluted
Net income from continuing operations attributable to Nielsen shareholders														0.29			0.16
Net income/(loss) from discontinued operations attributable to Nielsen shareholders														1.30			(0.21	)
Net income/(loss) attributable to Nielsen shareholders													$	1.59		$	(0.05	)
Weighted-average shares of common stock outstanding, basic		356,426,891			357,088,498			356,881,905			359,303,099			357,944,731			356,389,022
Dilutive shares of common stock		1,265,224			3,486,309			1,391,915			3,686,397			2,244,591			1,272,358
Weighted-average shares of common stock outstanding, diluted		357,692,115			360,574,807			358,273,820			362,989,496			360,189,322			357,661,380
Dividends declared per common share	$	0.34		$	0.31		$	0.99		$	0.90		$	0.06		$	0.06

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

Condensed Consolidated Statements of Comprehensive ~~Income~~Income/(Loss) (Unaudited)

	Three Months Ended					Nine Months Ended					Three Months Ended
	September 30,					September 30,					March 31,
(IN MILLIONS)	2017		2016			2017		2016			2021		2020
Net income	$	150	$	132		$	356	$	347
Net income/(loss)											$	576	$	(13	)
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments ⁽¹⁾		66		(15	)		224		35			228		(104	)
Changes in the fair value of cash flow hedges ⁽²⁾		2		4			3		(6	)		5		(33	)
Defined benefit pension plan adjustments ⁽³⁾		4	—				10		7			144		4
Total other comprehensive income/(loss)		72		(11	)		237		36			377		(133	)
Total comprehensive income		222		121			593		383
Less: comprehensive income attributable to noncontrolling interests		4		1			13		2
Total comprehensive income attributable to Nielsen stockholders	$	218	$	120		$	580	$	381
Total comprehensive income/(loss)												953		(146	)
Less: comprehensive income/(loss) attributable to noncontrolling interests												1		(3	)
Total comprehensive income/(loss) attributable to Nielsen shareholders											$	952	$	(143	)

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

	March 31,			December 31,
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	2021			2020
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	1,197		$	500
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $22 and $23 as of March 31, 2021 and December 31, 2020, respectively		504			465
Prepaid expenses and other current assets		319			195
Current assets, discontinued operations		-			1,064
Total current assets		2,020			2,224
Non-current assets
Property, plant and equipment, net		249			270
Operating lease right-of-use asset		154			161
Goodwill		5,654			5,680
Other intangible assets, net		3,594			3,663
Deferred tax assets		48			53
Other non-current assets		165			159
Non-current assets, discontinued operations		-			1,925
Total assets	$	11,884		$	14,135
Liabilities and equity:
Current liabilities
Accounts payable and other current liabilities	$	487		$	499
Deferred revenues		148			135
Income tax liabilities		76			15
Current portion of long-term debt, finance lease obligations and short-term borrowings		866			276
Current liabilities, discontinued operations		-			989
Total current liabilities		1,577			1,914
Non-current liabilities
Long-term debt and finance lease obligations		5,886			6,684
Deferred tax liabilities		687			888
Operating lease liabilities		131			140
Other non-current liabilities		433			429
Non-current liabilities, discontinued operations		-			1,837
Total liabilities		8,714			11,892
Commitments and contingencies (Note 13)
Equity:
Shareholders’ equity
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized; 358,530,521 and 357,678,263 shares issued and 358,497,131 and 357,644,935 shares outstanding at March 31, 2021 and December 31, 2020, respectively		32			32
Additional paid-in capital		4,314			4,340
Retained earnings/(accumulated deficit)		(643	)		(1,216	)
Accumulated other comprehensive loss, net of income taxes		(726	)		(1,105	)
Total shareholders’ equity		2,977			2,051
Noncontrolling interests		193			192
Total equity		3,170			2,243
Total liabilities and equity	$	11,884		$	14,135

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

	Three Months Ended
	March 31,
(IN MILLIONS)	2021			2020
Operating Activities
Net income from continuing operations	$	109		$	60
Net loss from discontinued operations		(75	)		(73)
Gain on disposal of Connect, net of tax, within discontinued operations		542			-
Net income/(loss)		576			(13	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Share-based compensation expense		8			16
(Gain) on sale of discontinued operations, net of tax		(542	)		-
Currency exchange rate differences on financial transactions and other (gains)/losses		11			7
Equity in net income of affiliates, net of dividends received		(1	)		-
Depreciation and amortization		163			214
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(57	)		(107	)
Prepaid expenses and other assets		(71	)		(13	)
Accounts payable and other current liabilities and deferred revenues		(147	)		(92	)
Other non-current liabilities		(17	)		(20	)
Interest payable		31			44
Income taxes		1			(41	)
Net cash used in operating activities		(45	)		(5	)
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		-			(27	)
Proceeds from the sale of subsidiaries and affiliates, net		2,245			-
Additions to property, plant and equipment and other assets		(7	)		(4	)
Additions to intangible assets		(82	)		(108	)
Proceeds from the sale of property, plant and equipment and other assets		3			-
Other investing activities		(1	)		(3	)
Net cash provided by/(used in) investing activities		2,158			(142	)
Financing Activities
Net borrowings under revolving credit facility	-				135
Repayment of debt		(1,478	)		(14	)
Cash dividends paid to shareholders		(21	)		(21	)
Activity from share-based compensation plans		(7	)		(4	)
Proceeds from employee stock purchase plan		-			1
Finance leases		(14	)		(11	)
Other financing activities		(3	)		(4	)
Net cash (used in)/provided by financing activities		(1,523	)		82
Effect of exchange-rate changes on cash and cash equivalents		(3	)		(30	)
Net increase/(decrease) in cash and cash equivalents		587			(95	)
Cash and cash equivalents at beginning of period		610			454
Cash and cash equivalents at end of period	$	1,197		$	359
Supplemental Cash Flow Information
Cash paid for income taxes	$	(38	)	$	(52	)
Cash paid for interest, net of amounts capitalized	$	(57	)	$	(50	)

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

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, December 31, 2020	$	32	$	4,340		$	(1,216	)	$	(821	)	$	(39	)	$	(245	)	$	2,051		$	192		$	2,243
Net income/(loss)		—		—			573			—			—			—			573			3			576
Currency translation adjustments, net of tax of $(3)		—		—			—			(3	)		—			—			(3	)		(2	)		(5	)
Cash flow hedges, net of tax of $(3)		—		—			—			—			5			—			5			—			5
Unrealized gain on pension liability, net of tax of $(1)		—		—			—			—			—			3			3			—			3
Other Comprehensive Income gain/(loss) on disposition, net of tax of $(42)		—		—			—			233			—			141			374			—			374
Dividends to shareholders ($0.06 per share of common stock)		—		(21	)		—			—			—			—			(21	)		(3	)		(24	)
Common stock activity from share-based compensation plans		—		(4	)		—			—			—			—			(4	)		—			(4	)
Share-based compensation expense		—		7			—			—			—			—			7			—			7
Other		—		(8)			—			—			—			—			(8)			3			(5)
Balance, March 31, 2021	$	32	$	4,314		$	(643	)	$	(591	)	$	(34	)	$	(101	)	$	2,977		$	193		$	3,170	0

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

									Accumulated Other Comprehensive Income (Loss), Net
						Retained
			Additional			Earnings			Currency			Cash			Post			Total Nielsen
	Common		Paid-in			(Accumulated)			Translation			Flow			Employment			Shareholders’			Noncontrolling			Total
(IN MILLIONS)	Stock		Capital			(Deficit)			Adjustments			Hedges			Benefits			Equity			Interests			Equity
Balance, December 31, 2019	$	32	$	4,378		$	(1,210	)	$	(776	)	$	(19	)	$	(210	)	$	2,195		$	193		$	2,388
Net income/(loss)		—		—			(18	)		—			—			—			(18	)		5			(13	)
Currency translation adjustments, net of tax of $(3)		—		—			—			(96	)		—			—			(96	)		(8	)		(104	)
Cash flow hedges, net of tax of $12		—		—			—			—			(33	)		—			(33	)		—			(33	)
Unrealized gain on pension liability, net of tax of $(1)		—		—			—			—			—			4			4			—			4
Employee stock purchase plan		—		1			—			—			—			—			1			—			1
Dividends to shareholders ($0.06 per share of common stock)		—		(21	)		—			—			—			—			(21	)		(3	)		(24	)
Common stock activity from share-based compensation plans		—		(4	)		—			—			—			—			(4	)		—			(4	)
Share-based compensation expense		—		16			—			—			—			—			16			—			16
Balance, March 31, 2020	$	32	$	4,370		$	(1,228	)	$	(872	)	$	(52	)	$	(206	)	$	2,044		$	187		$	2,231

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

September 30,

December 31,

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)

2017

2016

(Unaudited)

Assets:

Current assets

Cash and cash equivalents

$
662

$
754

Trade and other receivables, net of allowances for doubtful accounts and sales
returns of $24 and $25 as of September 30, 2017 and December 31, 2016, respectively

1,282

1,171

Prepaid expenses and other current assets

328

297

Total current assets

2,272

2,222

Non-current assets

Property, plant and equipment, net

458

471

Goodwill

8,352

7,845

Other intangible assets, net

5,042

4,736

Deferred tax assets

131

127

Other non-current assets

330

329

Total assets

$
16,585

$
15,730

Liabilities and equity:

Current liabilities

Accounts payable and other current liabilities

$
1,015

$
1,012

Deferred revenues

328

297

Income tax liabilities

198

97

Current portion of long-term debt, capital lease obligations and short-term borrowings

67

188

Total current liabilities

1,608

1,594

Non-current liabilities

Long-term debt and capital lease obligations

8,377

7,738

Deferred tax liabilities

1,219

1,175

Other non-current liabilities

921

930

Total liabilities

12,125

11,437

Commitments and contingencies (Note 11)

Equity:

Nielsen stockholders’ equity

Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized; 356,217,848 and 357,745,953 shares issued and 356,168,000 and 357,465,614 shares outstanding at September 30, 2017 and December 31, 2016, respectively

32

32

Additional paid-in capital

4,755

4,825

Retained earnings

451

456

Accumulated other comprehensive loss, net of income taxes

(979
)

(1,211
)
Total Nielsen stockholders’ equity

4,259

4,102

Noncontrolling interests

201

191

Total equity

4,460

4,293

Total liabilities and equity

$
16,585

$
15,730

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

Nine Months Ended

September 30,

(IN MILLIONS)

2017

2016

Operating Activities

Net income

$
356

$
347

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation expense

35

37

Currency exchange rate differences on financial transactions and other (gains)/losses

(17
)

4

Equity in net income of affiliates, net of dividends received

2

2

Depreciation and amortization

477

450

Changes in operating assets and liabilities, net of effect of businesses acquired
and divested:

Trade and other receivables, net

(15
)

8

Prepaid expenses and other assets

(8
)

(22
)
Accounts payable and other current liabilities and deferred revenues

(131
)

(219
)
Other non-current liabilities

(9
)

(11
)
Interest payable

63

56

Income taxes

51

101

Net cash provided by operating activities

804

753

Investing Activities

Acquisition of subsidiaries and affiliates, net of cash acquired

(595
)

(263
)
Additions to property, plant and equipment and other assets

(55
)

(83
)
Additions to intangible assets

(264
)

(241
)
Proceeds from the sale of property, plant and equipment and other assets

28

—

Other investing activities

(2
)

(4
)
Net cash used in investing activities

(888
)

(591
)
Financing Activities

Net borrowings under revolving credit facility

—

193

Proceeds from issuances of debt, net of issuance costs

2,745

496

Repayment of debt

(2,289
)

(101
)
Decrease in other short-term borrowings

(5
)

—

Cash dividends paid to stockholders

(353
)

(323
)
Repurchase of common stock

(117
)

(394
)
Proceeds from exercise of stock options

21

72

Proceeds from employee stock purchase plan

5

—

Capital leases

(42
)

(26
)
Other financing activities

(13
)

(7
)
Net cash used in financing activities

(48
)

(90
)
Effect of exchange-rate changes on cash and cash equivalents

40

17

Net (decrease)/increase in cash and cash equivalents

(92
)

89

Cash and cash equivalents at beginning of period

754

357

Cash and cash equivalents at end of period

$
662

$
446

Supplemental Cash Flow Information

Cash paid for income taxes

$
(175
)

$
(107
)
Cash paid for interest, net of amounts capitalized

$
(214
)

$
(191
)

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

Nielsen Holdings plc (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global ~~performance management~~data, measurement, and analytics company that provides ~~clients with~~ a ~~comprehensive~~holistic and objective understanding of ~~consumers~~the media industry. With offerings spanning audience measurement, audience outcomes and ~~consumer behavior.~~content, Nielsen offers its clients and partners simple solutions to complex questions and optimizes the value of their investments and growth strategies. It is the only company that can offer de-duplicated cross-media audience measurement. Audience is Everything™ to Nielsen and its clients, and Nielsen is ~~aligned into two reporting segments: what consumers buy (“Buy”)~~committed to ensuring that every voice counts.

Nielsen offers measurement and ~~what consumers watch and listen to (“Watch”). Nielsen has a presence~~analytics services in ~~more than 100~~nearly 60 countries, with its registered office located in Oxford, the United Kingdom and its headquarters located in New York, ~~USA.~~United States.

On March 5, 2021, Nielsen completed the previously announced sale of the Company’s Global Connect business (such business, “Global Connect,” and the sale of Global Connect, the “Connect Transaction”) to affiliates of Advent International Corporation (“Purchaser”), pursuant to the Stock Purchase Agreement, dated as of October 31, 2020 (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Purchaser acquired Global Connect by means of a sale of the equity interests of certain subsidiaries held by the Company, which operate Global Connect, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and a warrant to purchase equity interests in the company that, following the sale, owns Global Connect (the “Connect Warrant”). The Company received net proceeds of $2.4 billion on March 5, 2021, subject to final closing adjustments, and recorded a preliminary gain of $542 million, net of tax within discontinued operations. Proceeds from the sale were primarily utilized for debt repayment. See Note 15 –Discontinued Operations.

The results of operations of the Global Connect segment have been classified as discontinued operations for all periods presented. Subsequent to the closing of the Connect Transaction, the Company no longer consolidated the financial results of the Global Connect segment. Our continuing business operates as a single operating segment and a single reportable segment.

The accompanying condensed consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the Company’s financial position and the results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the ~~U.S.~~United States (“~~U.S.~~ GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020. All amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g., Euros (“€”). The condensed consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The Company has evaluated events occurring subsequent to ~~September 30, 2017~~March 31, 2021 for potential recognition or disclosure in the condensed consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided.

Basic net income per share is computed using the weighted-average number of shares 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 ~~restricted stock units~~ and ~~deferred~~restricted stock units.

The effect of ~~4,141,427~~2,781,930 and ~~472,433~~3,388,749 shares of common stock ~~equivalents~~underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, as such shares would have been anti-dilutive.~~

The effect of 4,349,803 and 1,176,950 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2017 and 2016,2020, respectively, as such shares would have been anti-dilutive.

The Company extends non-interest bearing trade credit to its customers in the ordinary course of business. To minimize credit risk, ongoing credit evaluations of clients’ financial condition are performed. The allowance for doubtful accounts is made when collection of the full amounts is no longer probable by also incorporating reasonable and supportable forecasts (expected loss).

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, Nielsen sold ~~$67~~$10 million of accounts receivable to a third ~~party~~parties and recorded an immaterial loss on the sale to interest expense, net in the condensed consolidated statement of operations. As of ~~September 30, 2017, $56~~March 31, 2021 and December 31, 2020, $10 million and $30 million of previously sold receivables, respectively, remained outstanding. The ~~sale was~~sales were accounted for as a true ~~sale,~~sales, without recourse. Nielsen maintains servicing responsibilities offor the receivables sold during the period, for which the related costs are not significant. The proceeds of ~~$67~~$10 million from the ~~sale~~sales were reported as a component of the changes in trade and other receivables, net within operating activities in the condensed consolidated statement of cash flows.

We consider assets to be held for sale when management, having the authority through shareholder approval, commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, we record the carrying value of an asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with GAAP, assets held for sale are not depreciated or amortized.

If the disposal of the component of an entity (or group of components) represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, it meets the criteria for discontinued operations. The results of discontinued operations, as well as any gain or loss on the disposal transaction, are presented separately, net of tax, from the results of continuing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the discontinued segment that may be reasonably segregated from the costs of the ongoing operations of the Company. Certain corporate costs directly attributable to the discontinued operations and transaction costs directly related to the sale are also presented within net income/(loss) from discontinued operations, net of income taxes. The assets and liabilities have been accounted for as assets held for sale in our condensed consolidated balance sheets through the date of the sale. The operating results related to these lines of business have been included in discontinued operations in our condensed consolidated statements of operations. The condensed consolidated statement of cash flows presents combined cash flows from continuing operations with cash flows from discontinued operations within each cash flow statement category. See Note 15 – Discontinued Operations for further detail.

Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard amends and ~~Other~~aims to simplify accounting disclosure requirements regarding a number of topics including: intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. Upon adoption, this new standard did not have a significant impact on Nielsen’s financial statements.

~~In January 2017,~~Reference Rate Reform-Facilitation of the ~~FASB~~Effects of Reference Rate Reform on Financial Reporting

On March 12, 2020, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (“~~ASU”~~ASC 848”)~~, “Intangibles—Goodwill~~: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and ~~Other”~~exceptions for applying GAAP to ~~simplify~~contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. The Company has elected to apply the ~~subsequent measurement~~hedge accounting expedients related to probability and the assessments of ~~goodwill. The update requires only a single-step quantitative test~~effectiveness for future LIBOR-indexed cash flows to ~~identify and measure impairment~~assume that the index upon which future hedged transactions will be based matches the index on the ~~excess~~corresponding derivatives. Application of a reporting unit's carrying amount over its fair value. A qualitative assessment may still be completed first for an entity to determine if a quantitative impairment test is necessary. The update is effective for fiscal year 2021 and is to be adopted on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Nielsen elected to early adopt this ASU effective January 1, 2017. There was no impact onthese expedients preserves the ~~Company’s condensed consolidated financial statements~~.

~~Other Income—Gains and Losses from the Derecognition~~presentation of ~~Nonfinancial Assets~~

~~In February 2017, the FASB issued an ASU, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets”, which~~ ~~clarifies~~ the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. It requires the application of certain recognition and measurement principles in ASC 606 ~~when~~ derecognizing nonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer. This ASU is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2017.derivatives consistent with past presentation. The Company ~~is currently assessing~~continues to evaluate the impact of the ~~adoption of this ASU will have on the Company’s condensed consolidated financial statements.~~

~~Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost~~guidance and ~~Net Periodic Postretirement Benefit Cost~~

In March 2017, the FASB issued an ASU, “Compensation — Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”, which will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans andmay apply other ~~postretirement benefits. Service cost will be included within the same income statement line item~~elections as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. This ASU is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2017. The Company is currently assessing the impact of the adoption of this ASU will have on the Company’s condensed consolidated financial statements.

In May 2017, the FASB issued an Accounting Standards Update (“ASU”), Compensation- Stock Compensation (Topic 718), “Scope of Modification Accounting”, which amends the scope of modification accounting for share-based payment arrangements. The standard provides guidance on the types ofapplicable as additional changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The new standard is effective for annual periods beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. Nielsen does not expect the adoption of this ASU to have a material impact on the Company’s condensed consolidated financial statements.

In August 2017, the FASB issued Accounting Standards Update (“ASU”) “Derivatives and Hedging-Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The amendments expand an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allow for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 ~~eliminates~~ ~~the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented~~ in the same income statement line as the hedged item. Additionally, the standard simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. Nielsen elected to early adopt this ASU during the third quarter 2017. See footnote 8 “Fair Value Measurement”, for the additional disclosures related to this ASU. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements.

In May 2014, the FASB issued an Accounting Standards Update (“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 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In addition, the new standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This standard is effective for annual periods beginning after December 15, 2017.

In 2014, the Company established a cross-functional implementation team consisting of representatives from across all of its business segments. Management utilized a bottoms-up approach to analyze the impact of the standard on our contract portfolio by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. In addition, management identified, and are in the process of implementing appropriate changes to our business processes, systems and controls to support the recognition and disclosure under the new standard. Based on management’s preliminary assessment, it believes the most significant impact the adoption of the new standard will have on its condensed consolidated financial statements are the required financial statement disclosures. The Company is continuing to assess the impact this ASU will have on recent acquisitions as well as which transition method it will use to adopt this ASU.market occur.

~~Gracenote~~Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer, which generally occurs over time. Substantially all of the Company’s customer contracts are non-cancelable and non-refundable.

~~On February 1, 2017, Nielsen completed~~Revenue is primarily generated from television, radio, digital and mobile audience measurement services and analytics, which are used by the ~~acquisition~~Company’s clients to establish the value of ~~Gracenote, through~~airtime and more effectively schedule and promote their programming and the ~~purchase~~Company’s advertising clients to plan and optimize their spending. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, revenues for these services are recognized over the period during which the performance obligations are satisfied and control of ~~100% of Gracenote’s outstanding common stock for a total purchase price of $585 million. Nielsen acquired~~ the ~~data and technology that underpins~~service is transferred to the programming guides and personnel user experience for major video, music, audio and sports content. This acquisition expands Nielsen’s footprint with major clients including Gracenote’s global content database which spans across platforms including multichannel video programing distributors (MVPD’s), smart television, streaming music services, connected devices, media players and in-car infotainment systems.customer.

The ~~acquisition~~Company enters into cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of ~~Gracenote was accounted for using~~goods or services received, if reasonably estimable. If not reasonably estimable, 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. Effective February 1, 2017, the financial results of Gracenote were included within the Watch segment of Nielsen’s condensed consolidated financial statements. For the nine months ended September 30, 2017, the Company’s condensed consolidated statement of operations includes $148 million of revenues related to the Gracenote acquisition.

~~The purchase price was preliminarily allocated based upon~~Company considers the fair value of the goods or services surrendered.

The table below sets forth the Company’s revenue disaggregated by major product offerings and timing of revenue recognition.

Contract assets ~~acquired and liabilities assumed~~represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. While the Company’s rights to consideration are generally unconditional at the ~~date~~time its performance obligations are satisfied, under certain circumstances the related billing occurs in arrears, generally within one month of ~~acquisition using available information~~the services being rendered.

At the inception of a contract, the Company generally expects the period between when it transfers its services to its customers and ~~certain assumptions management believed reasonable.~~ when the customer pays for such services will be one year or less.

Contract liabilities relate to advance consideration received or the right to consideration that is unconditional from customers for which revenue is recognized when the performance obligation is satisfied and control transferred to the customer.

The ~~following~~ table ~~summarizes~~below sets forth the ~~preliminary purchase price allocation:~~Company’s contract assets and contract liabilities from contracts with customers.

The increase in the contract assets balance during the period was primarily due to $101 million of revenue recognized that was not billed, in accordance with the terms of the contracts, as of March 31, 2021, offset by $88 million of contract assets included in the December 31, 2020 balance that were invoiced to our clients and therefore transferred to trade receivables.

The increase in the contract liability balance during the period is primarily due to $92 million of advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized during the period, offset by $78 million of revenue recognized that was included in the December 31, 2020 contract liability balance.

As of March 31, 2021, approximately $3.9 billion of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for our services. This amount excludes variable consideration allocated to performance obligations related to sales and usage based royalties on licenses of intellectual property.

The Company expects to recognize revenue on approximately 78% of these remaining performance obligations through December 31, 2022, with the ~~acquisition date,~~balance recognized thereafter.

Incremental direct costs incurred to build the ~~fair value~~infrastructure to service new contracts are capitalized as a contract cost. As of March 31, 2021 and December 31, 2020, the balances of such capitalized costs were $6 million and $3 million, respectively. These costs are typically amortized through cost of revenues over the original contract period beginning when the infrastructure to service new clients is ready for its intended use. The amortization of these costs for each of the three months ended March 31, 2021 and March 31, 2020 was 0. There was 0 impairment loss recorded in any of the periods presented.

Nielsen is required to measure expected credit losses on trade accounts ~~receivable approximated historical cost.~~receivable. Nielsen considered the asset’s contractual life, the risk of loss and reasonable and supportable forecasts of future economicconditions. The ~~gross contractual receivable~~estimate of expected credit losses reflects the risk of loss, even if management believes no loss was ~~$37 million,~~incurred as of ~~which $1 million was deemed uncollectible.~~ the measurement date.

The ~~estimated fair values assigned to amortizable intangible assets, goodwill~~following schedule represents the allowance for doubtful accounts rollforward incorporating expected credit losses as of March 31, 2021 and ~~uncertain tax positions are provisional and subject to adjustment primarily based upon additional information the Company is in process of obtaining.~~2020, respectively.

The provisional allocation of the purchase price to goodwill and identified intangible assets was $314 million and $341 million, respectively. All of the Gracenote related goodwill and intangible assets are attributable to Nielsen’s Watch segment. As of September 30, 2017, $23 million of goodwill is expected to be deductible for income tax purposes.

~~Intangible assets and their estimated useful lives consist of the following:~~Note4. Business Acquisitions

~~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 Gracenote.~~

The Company incurred acquisition-related expenses of $6 million for the nine months ended September 30, 2017, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expense in the condensed consolidated statement of operations.

The following unaudited pro forma information presents the consolidated results of operations of the Company and Gracenote for the three and nine months ended September 30, 2017, as if the acquisition had occurred on January 1, 2016, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

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 Gracenote been completed as of the beginning of the reporting period.

For the ~~nine~~three months ended ~~September 30, 2017, excluding Gracenote,~~March 31, 2021, Nielsen had 0 acquisitions.

For the three months ended March 31, 2020, Nielsen paid cash consideration of ~~$28~~$2 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these ~~current period~~2020 acquisitions occurred as of January 1, ~~2017, the impact on Nielsen’s consolidated results of operations would not have been material.~~

For the nine months ended September 30, 2016, Nielsen paid cash consideration of $263 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2016,2020, the impact on Nielsen’s consolidated results of operations would not have been material.

All significant lease arrangements are generally recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement. An ROU asset and corresponding lease liability are not recorded for leases with an initial term of 12 months or less (short term leases) and Nielsen recognizes lease expense for these leases as incurred over the lease term. ROU assets represent the Company’s right to use an underlying asset during the reasonably certain lease term, and lease liabilities represent its obligation to make lease payments arising from the lease. Nielsen’s lease terms may include options to extend or terminate the lease when it is reasonably certain that Nielsen will exercise that option. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Nielsen uses the rate implicit in the lease for the discount rate when determining the present value of lease payments whenever that rate is readily determinable. If the rate is not readily determinable, Nielsen uses its incremental borrowing rate, which is updated periodically, based on the information available at commencement date.The operating lease ROU asset also includes any lease payments related to initial direct cost and prepayments and excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Nielsen has lease agreements with lease and non-lease components, which are generally accounted for together.

Nielsen has operating and finance leases for real estate facilities, servers, computer hardware, and other equipment. Nielsen’s leases have remaining lease terms of 1 year to 30 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.

(in millions, except lease term and discount rate)		March 31, 2021			December 31, 2020
Operating leases
Operating lease right-of-use assets	$	154		$		161

Other current liabilities		55				50
Operating lease liabilities		131				140
Total operating lease liabilities	$	186		$		190

Finance leases
Property, plant and equipment, gross	$	304		$		300
Accumulated depreciation		(189	)			(175	)
Property, plant and equipment, net		115				125

Other intangible assets, gross		17				11
Accumulated amortization		(15	)			(9	)
Other intangible assets, net		2				2

Accounts payable and other current liabilities		41				39
Long-term debt and capital lease obligations		53				59
Total finance lease liabilities	$	94		$		98

		Three Months Ended March 31,
Other information		2021				2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases		(1	)			(2	)
Operating cash flows from operating leases		(13	)			(13	)
Financing cash flows from finance leases		(8	)			(6	)
Right-of-use assets obtained in exchange for new finance lease liabilities		3				2
Right-of-use assets obtained in exchange for new operating lease liabilities		11				10
Weighted-average remaining lease term--finance leases		3 years		3 years
Weighted-average remaining lease term--operating leases		7 years		6 years
Weighted-average discount rate--finance leases		5.30	%			5.98	%
Weighted-average discount rate--operating leases		3.30	%			4.31	%

The table below summarizes the changes in the carrying amount of goodwill ~~by reportable segment~~ for the ~~nine~~reporting unit for the three months ended ~~September 30, 2017.~~March 31, 2021.

At ~~September 30, 2017, $64~~March 31, 2021, $31 million of the goodwill is expected to be deductible for income tax purposes.

~~- 10 -~~Goodwill is tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of such asset may not be recoverable. There were 0 indicators of impairment related to goodwill during the first quarter end March 31, 2021. Nielsen will continue to closely evaluate any indicators of future impairments related to goodwill.

	Gross Amounts				Accumulated Amortization							Gross Amounts				Accumulated Amortization
	September 30,		December 31,		September 30,			December 31,				March 31,		December 31,		March 31,			December 31,
(IN MILLIONS)	2017		2016		2017			2016				2021		2020		2021			2020
Indefinite-lived intangibles:
Trade names and trademarks	$	1,921	$	1,921	$	—		$	—			$	1,833	$	1,833	$	—		$	—
Amortized intangibles:
Trade names and trademarks		147		140		(98	)			(88	)		128		128		(111	)		(110	)
Customer-related intangibles		3,161		3,035		(1,427	)			(1,312	)		2,563		2,564		(1,608	)		(1,580	)
Covenants-not-to-compete		39		39		(37	)			(36	)		26		26		(26	)		(26	)
Content databases⁽¹⁾		168		—		(9	)			—			168		168		(57	)		(53	)
Computer software		2,564		2,223		(1,448	)			(1,258	)		1,411		1,372		(758	)		(692	)
Patents and other		172		173		(111	)			(101	)		148		153		(123	)		(120	)
Total	$	6,251	$	5,610	$	(3,130	)	$		(2,795	)	$	4,444	$	4,411	$	(2,683	)	$	(2,581	)

Amortization expense associated with the above intangible assets was ~~$114~~$102 million and $107 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. These amounts included amortization expense associated with computer software of ~~$64~~$65 million and ~~$59~~$69 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively.

~~Amortization expense associated with~~At March 31, 2021, the ~~above intangible assets~~net book value of purchased software and internally developed software was ~~$341~~$14 million and ~~$317~~$639 million, ~~for the nine months ended September 30, 2017 and 2016,~~ respectively. ~~These amounts included amortization expense associated with computer software of $190 million and $172 million for the nine months ended September 30, 2017 and 2016, respectively.~~

Note7. Changes in and Reclassification out of Accumulated Other Comprehensive ~~Loss~~Income/(Loss) by Component

The table below summarizes the changes in accumulated other comprehensive ~~loss,~~income/(loss), net of tax, by component for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.

Foreign Currency

Translation

Post Employment

Adjustments

Cash Flow Hedges

Benefits

Total

(IN MILLIONS)

Balance December 31, 2016
$
(856
)

$
(1
)

$
(354
)

$
(1,211
)
Other comprehensive income before reclassifications

224

1

—

225

Amounts reclassified from accumulated other comprehensive loss

—

2

10

12

Net current period other comprehensive income

224

3

10

237

Net current period other comprehensive income attributable to noncontrolling interest

5

—

—

5

Net current period other comprehensive income attributable to Nielsen stockholders

219

3

10

232

Balance September 30, 2017
$
(637
)

$
2

$
(344
)

$
(979
)

	Currency
	Translation						Post-Employment
	Adjustments			Cash Flow Hedges			Benefits			Total
(IN MILLIONS)
Balance December 31, 2020	$	(821	)	$	(39	)	$	(245	)	$	(1,105	)
Other comprehensive income/(loss) before reclassifications		(5	)		1			—			(4	)
Amounts reclassified from accumulated other comprehensive (income)/loss		233			4			144			381
Net current period other comprehensive income/(loss)		228			5			144			377
Net current period other comprehensive income/(loss) attributable to noncontrolling interest		(2	)		—			—			(2	)
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders		230			5			144			379
Balance March 31, 2021	$	(591	)	$	(34	)	$	(101	)	$	(726	)

The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively.

	Amount Reclassified from					Amount Reclassified from
	Accumulated Other					Accumulated Other
(IN MILLIONS)	Comprehensive Loss					Comprehensive Loss/(Income)
Details about Accumulated					Affected Line Item in the							Affected Line Item in the
Other Comprehensive	Three Months Ended		Three Months Ended		Condensed Consolidated	Three Months Ended			Three Months Ended			Condensed Consolidated
Income components	September 30, 2017		September 30, 2016		Statement of Operations	March 31, 2021			March 31, 2020			Statement of Operations
Currency Translation Adjustments
Currency translation (gains)/losses on dispositions(2)						$	233		$	—		Net income/(loss) from discontinued operations
							—			—		Net income/(loss) from discontinued operations
						$	233		$	—		Total, net of tax
Cash flow hedges
Interest rate contracts	$	2	$	2	Interest expense	$	6		$	2		Interest (income)/expense
		1		1	Benefit for income taxes		(2	)		(1	)	(Benefit)/provision for income taxes
	$	1	$	1	Total, net of tax	$	4		$	1		Total, net of tax
Amortization of Post-Employment Benefits
Actuarial loss	$	4	$	—	(a)
Post-Employment Benefits
Amortization of actuarial loss(1)						$	4		$	4
		1		—	Benefit for income taxes		(1	)		(1	)	(Benefit)/provision for income taxes
	$	3	$	—	Total, net of tax	$	3		$	3		Total, net of tax
Unrealized (gains)/losses on pension liability on dispositions(2)						$	183		$	—		Net income/(loss) from discontinued operations
							(42	)		—		Net income/(loss) from discontinued operations
						$	141		$	—		Total, net of tax
Total Post-Employment Benefits reclassified from accumulated other comprehensive (income)/loss						$	144		$	3
Total reclassification for the period	$	4	$	1	Net of tax	$	381		$	4		Net of tax

~~The table below summarizes the reclassification of accumulated other comprehensive loss by component for the nine months ended September 30, 2017 and 2016, respectively.~~

Restructuring ~~Activities~~charges are primarily related to programs associated with Nielsen’s plans to reduce selling, general and administrative expenses as well as automation initiatives. These charges mostly represent severance costs related to employee separation packages. The amounts are calculated based on salary levels and past service periods.Severance costs are generally charged to earnings when planned employee terminations are approved.

A summary of the changes in the liabilities for restructuring activities is provided below:

Nielsen recorded ~~$7 million~~0 and ~~$48~~$3 million in restructuring charges primarily relating to the productivity initiatives referenced above for the three ~~and nine~~ months ended ~~September 30, 2017, respectively, primarily relating to severance costs.~~March 31, 2021 and 2020, respectively.

Nielsen recorded $29 million and $73 million in restructuring charges for the three and nine months ended September 30, 2016, respectively, primarily relating to severance and contract termination costs.

~~Of the $52~~The $7 million in remaining liabilities for restructuring actions ~~$42 million~~at March 31, 2021, is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of ~~September 30, 2017.~~March 31, 2021.

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.~~non-performance.

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.

In addition, the Company records changes in the fair value of equity investments with readily determinable fair values in net income rather than in accumulated other comprehensive income/(loss). Investments that do not have readily determinable fair values are recognized at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adjustments related to the observable price changes will also be recognized in net income.

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 ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~2020:

	September 30,							March 31,
(IN MILLIONS)	2017		Level 1		Level 2		Level 3	2021		Level 1		Level 2		Level 3
Assets:
Plan assets for deferred compensation ⁽¹⁾	$	32		32	—		—		23		23		—		—
Investment in mutual funds ⁽²⁾		2		2	—		—		2		2		—		—
Interest rate swap arrangements ⁽³⁾		7		—	7		—
Warrant⁽³⁾									5		—		—		5
Interest rate swap arrangements ⁽⁴⁾									—		—		—		—
Total	$	41	$	34	$	7	—	$	30	$	25	$	—		5
Liabilities:
Interest rate swap arrangements ⁽³⁾	$	3	—		$	3	—
Deferred compensation liabilities ⁽⁴⁾		32		32	—		—
Interest rate swap arrangements ⁽⁴⁾								$	44		—	$	44		—
Deferred compensation liabilities ⁽⁵⁾									23		23		—		—
Total	$	35	$	32	$	3	—	$	67	$	23	$	44		—

	December 31,							December 31,
	2016		Level 1		Level 2		Level 3	2020		Level 1		Level 2		Level 3
Assets:
Plan assets for deferred compensation ⁽¹⁾	$	32		32	—		—		24		24		—		—
Investment in mutual funds ⁽²⁾		2		2	—		—		2		2		—		—
Interest rate swap arrangements ⁽³⁾		3		—	3
Interest rate swap arrangements ⁽⁴⁾									—		—		—		—
Total	$	37	$	34	3		—	$	26	$	26		—		—
Liabilities:
Interest rate swap arrangements ⁽³⁾	$	5	—		$	5	—
Deferred compensation liabilities ⁽⁴⁾		32		32	—		—
Interest rate swap arrangements ⁽⁴⁾								$	52		—	$	52		—
Deferred compensation liabilities ⁽⁵⁾									24		24		—		—
Total	$	37	$	32	$	5	—	$	76	$	24	$	52		—

Nielsen primarily uses interest rate swap derivative instruments 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 ~~8 -~~10 – 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~~pursuant to which the Company could be declared in default on its derivative obligations 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.~~lenders. At ~~September 30, 2017,~~March 31, 2021, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments.

~~During~~For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, Nielsen recorded an insignificant net loss and a net loss of ~~zero and~~ $3 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions ~~gains/(losses),~~losses, net in ~~our~~its condensed consolidated statements of operations. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020, the notional amount of the outstanding foreign currency derivative financial instruments were ~~$79~~$29 million and ~~$77~~$68 million, respectively.

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.~~transaction.

In February 2017, the Company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of July 10, 2017. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.73%. This derivative has been designated as an interest rate cash flow hedge.

In March 2017, the Company entered into $250 million in aggregate notional amount of a five-year forward interest rate swap agreement with a starting date of July 10, 2017. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 2.00%. This derivative has been designated as an interest rate cash flow hedge.

In April 2017, the Company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of July 10, 2017. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.63%. This derivative has been designated as an interest rate cash flow hedge.

In July 2017, the Company entered into $250 million in aggregate notional amount of a three-year forward interest rate swap agreement with a starting date of October 10, 2017. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.66%. This derivative has been designated as an interest rate cash flow hedge.

In August 2017, the Company entered into $250 million in aggregate notional amount of a four-year forward interest rate swap agreement with a starting date of October 10, 2017. This agreement fixes the LIBOR-related portion of interest rates of a corresponding amount of the Company’s variable-rate debt at an average rate of 1.60%. This derivative has been designated as an interest rate cash flow hedge.

As of ~~September 30, 2017,~~ March 31, 2021, the Company had the following U.S. Dollar term loan floating-to-fixed rate outstanding interest rate swaps designated as hedges utilized in the management of its interest rate ~~risk:~~risk:

The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~2020 respectively is as follows:

Nielsen expects to recognize approximately $3$24 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.

The fair values of the Company’s derivative instruments as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 were as follows:

The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 was as follows:

~~The pre-tax effect of derivative instruments in cash flow hedging relationships for the nine months ended September 30, 2017 and 2016 was as follows:~~

The Company is required, on a nonrecurring basis, to adjust the carrying value ~~or provide valuation allowances~~ 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.~~recognized.

The Company did not measure any material non-financial assets or liabilities at fair value during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021.

Unless otherwise stated, interest rates are as of ~~September 30, 2017.~~March 31, 2021.

September 30, 2017

December 31, 2016

Weighted

Weighted

Interest

Carrying

Fair

Interest

Carrying

Fair

(IN MILLIONS)

Rate

Amount

Value

Rate

Amount

Value

$2,080 million Senior secured term loan (LIBOR based variable rate of 3.24%) due 2019

$
1,391

1,398

$
1,768

1,785

$1,900 million Senior secured term loan (LIBOR based variable rate of 3.15%) due 2023

—

—

1,892

1,922

$2,250 million Senior secured term loan (LIBOR based variable rate of 3.24%) due 2023

2,237

2,247

—

—

€380 million Senior secured term loan (Euro LIBOR based variable rate of 2.10%) due 2021

445

449

399

402

Total senior secured credit facilities (with weighted-average interest rate)

3.21
%

4,073

4,094

2.95
%

4,059

4,109

$800 million 4.50% senior debenture loan due 2020

795

809

794

813

$625 million 5.50% senior debenture loan due 2021

619

643

618

649

$2,300 million 5.00% senior debenture loan due 2022

2,288

2,382

2,285

2,340

$500 million 5.00% senior debenture loan due 2025

495

520

—

—

Total debenture loans (with weighted-average interest rate)

5.22
%

4,197

4,354

5.22
%

3,697

3,802

Other loans

1

1

7

7

Total long-term debt

4.24
%

8,271

8,449

4.04
%

7,763

7,918

Capital lease and other financing obligations

173

158

Bank overdrafts

—

5

Total debt and other financing arrangements

8,444

7,926

Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings

67

188

Non-current portion of long-term debt and capital lease and other financing obligations

$
8,377

$
7,738

	March 31, 2021							December 31, 2020
	Weighted							Weighted
	Interest			Carrying		Fair		Interest			Carrying		Fair
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value
$1,125 million Senior secured term loan (LIBOR based variable rate of 1.85%) due 2023				$	741	$	741				$	754	$	752
$2,303 million Senior secured term loan (LIBOR based variable rate of 2.10%) due 2023					1,599		1,599					1,603		1,602
€545 million Senior secured term loan (Euro LIBOR based variable rate of 2.50%) due 2023					239		238					251		250
€660 million Senior secured term loan (Euro LIBOR based variable rate of 3.75%) due 2025					611		623				639		654
$550 million Senior secured term loan (LIBOR based variable rate of 4.75%) due 2025					421		431				419		434
$850 million Senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023					—		—				—		—
Total senior secured credit facilities (with weighted-average interest rate)		2.95	%		3,611		3,632		3.01	%		3,666		3,692
$425 million 5.500% senior debenture loan due 2021					—		—					150		151
$825 million 5.000% senior debenture loan due 2022					824		826					824		828
$500 million 5.000% senior debenture loan due 2025					498		511					498		514
$1,000 million 5.625% senior debenture loan due 2028					986		1,049					985		1,088
$750 million 5.875% senior debenture loan due 2030					739		811					739		846
Total debenture loans (with weighted-average interest rate)		5.68	%		3,047		3,197		5.69	%		3,196		3,427
Other loans					—		—					—		—
Total long-term debt		4.20	%		6,658		6,829		4.26	%		6,862		7,119
Finance lease and other financing obligations					94							98
Total debt and other financing arrangements					6,752							6,960
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings					866							276
Non-current portion of long-term debt and finance lease and other financing obligations				$	5,886						$	6,684

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.

On October 31, 2020, Nielsen entered into the Stock Purchase Agreement to sell its Global Connect business to affiliates of Purchaser, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and the Connect Warrant. The Connect Transaction was approved by the requisite vote of Nielsen’s shareholders. The Connect Transaction closed on March 5, 2021. The Company received net proceeds of $2.4 billion on March 5, 2021, subject to final closing adjustments. Proceeds from the sale were primarily utilized for debt repayment.

On March 16, 2021, Nielsen completed the partial prepayment of $1.0 billion of the senior secured term loans due 2023 and $0.3 billion of the Senior secured term loans due 2025. The partial prepayment resulted in aggregate principal amounts of 2023 and 2025 senior secured term loans remaining outstanding of approximately $2.6 billion and $1 billion, respectively. Nielsen redeemed $150 million outstanding aggregate principal amount of its 5.500% senior notes due 2021 effective March 21, 2021 and redeemed $825 million of outstanding aggregate principal amount of the 5.000% senior notes due 2022 effective April 10 2021, in each case at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

Nielsen wrote-off certain previously deferred financing fees of $7.5 million associated with the redemptions during the period ended March 31, 2021, which was included within net income/(loss) from discontinued operations, net of tax.

The redemption of the 2022 Notes will result in a pre-tax charge of $1 million in the second quarter of 2021.

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

In April 2017, Nielsen entered into a third amendment to Nielsen’s Fourth Amended and Restated Credit Agreement (as amended prior to April 2017, the “Existing Credit Agreement,” and as amended in April 2017 by the third amendment, the “Amended Credit Agreement”), providing for a new class of Class B-4 Term Loans in an aggregate principal amount of $2,250,000,000, the proceeds of which were used to replace or refinance the entire outstanding principal of existing Class B-3 Term Loans and a portion of existing Class A Term Loans.

The Class B-4 Term Loans will mature in full on October 4, 2023, and are required to be repaid in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Class B-4 Term Loans, with the balance payable on October 4, 2023. The Class B-4 Term Loans bear interest equal to, at the election of Nielsen (i) a base rate or LIBOR rate, plus (ii) an applicable margin, which is equal to 2.00% (in the case of LIBOR loans) or 1.00% (in the case of base rate loans).

~~The Amended Credit Agreement contains the same affirmative and negative covenants as those of the Existing Credit Agreement.~~

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 ~~below~~following table ~~summarizes~~represents the cash dividends declared ~~on Nielsen’s common stock during 2016~~by the Board and paid to shareholders for years ended December 31, 2020 and the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021, respectively.

On ~~October 19, 2017,~~April 22, 2021, the ~~Company’s~~ Board ~~of Directors~~ declared a cash dividend of ~~$0.34~~$0.06 per share on ~~our~~the Company’s common stock. The dividend is payable on ~~December 5, 2017~~June 17, 2021 to ~~stockholders~~shareholders of record at the close of business on ~~November 21, 2017.~~June 3, 2021.

The dividend policy and the payment of future cash dividends are subject to the discretion of the ~~Company’s Board of Directors.~~Board.

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

Repurchases under ~~these plans~~this program will be made in accordance with applicable securities laws from time to time ~~in the open market or otherwise~~and depending on ~~our~~Nielsen’s evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted Nielsen on August 6, 2015, which was extended by the authority approved by Nielsen’s ~~shareholders.~~shareholders at its annual general meeting held on May 12, 2020. Nielsen has requested approval from its shareholders at its annual general meeting to be held on May 25, 2021 to renew this authority for a period of one year.

As of ~~September 30, 2017,~~March 31, 2021, there ~~have been 36,588,112~~were 39,426,521 shares of ~~our~~the Company’s common stock purchased at an average price of ~~$45.88~~$44.95 per share (total consideration of approximately ~~$1,679~~$1,772 million) under this program. There were 0 share repurchases for the three months ended March 31, 2021.

~~The activity for the nine months ended September 30, 2017 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, 2016

33,837,526

$
46.16

33,837,526

$
437,970,016

2017 Activity

January 1- 31

—

$
—

—

$
437,970,016

February 1- 28

564,623

$
45.30

564,623

$
412,392,848

March 1- 31

365,228

$
45.15

365,228

$
395,903,537

April 1-30

—

$
—

—

$
395,903,537

May 1-31

1,020,212

$
40.65

1,020,212

$
354,426,944

June 1-30

—

$
—

—

$
354,426,944

July 1-31

—

$
—

—

$
354,426,944

August 1-31

698,062

$
41.77

698,062

$
325,268,111

September 1-30

102,461

$
39.25

102,461

$
321,246,116

Total

36,588,112

$
45.88

36,588,112

The effective tax ~~rate~~rates before discrete tax items for ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 was 38%~~2020 were 26% ($44 million tax expense) and 15% ($13 million tax expense), respectively. The tax rate for the three months ended ~~September 30, 2017~~March 31, 2021 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, ~~and the effect of global licensing activities and foreign distributions,~~partially offset by the ~~favorable impact~~reversal of valuation allowance related to certain ~~financing activities.~~loss carryforwards. The tax rate for the three months ended ~~September 30, 2016~~March 31, 2020 was ~~higher~~lower than the statutory rate as a result of the reversal of valuation allowance related to certain loss carryforwards offset by the impact of tax rate differences in other jurisdictions where the Company files tax ~~returns, and~~returns. For the ~~effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities.~~

~~The effective tax rates for the nine~~three months ended ~~September 30, 2017 and 2016 were 39% and 37%, respectively. The~~March 31, 2021, the total tax ~~rate for the nine months ended September 30, 2017~~expense was ~~higher than the statutory rate as a result of~~$60 million which includes the impact of tax rate ~~differences~~changes and other discrete items recognized in ~~other jurisdictions where~~ the ~~Company files~~first quarter. For the three months ended March 31, 2020, the total tax ~~returns, and the effect of global licensing activities and foreign distributions, offset by the favorable~~expense was $25 million, which includes impact of ~~certain financing activities~~the CARES Act and other discrete items recognized in the impact of share-based compensation excess tax benefit. The tax rate for the nine months ended September 30, 2016 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities, the impact of share-based compensation excess tax benefit, and release of certain tax contingencies.first quarter.

The estimated liability for unrecognized ~~income~~ tax benefits as of December 31, ~~2017 is $436 million and~~2020 was ~~$432 million as of December 31, 2016.~~$128 million. If the Company’s tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities 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. and in many state and foreign jurisdictions. With few exceptions the Company is no longer subject to U.S. Federal income tax examination for ~~2006~~2015 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from ~~1998~~2013 through ~~2015.~~2020.

To date, the Company is not aware of any material adjustments not already accrued related to any of the current Federal, state or foreign audits under examination.

In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleged similar facts but also named other Nielsen officers, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. The operative complaint was filed on September 27, 2019, and asserts violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy segment (now “Global Connect,” which was sold in the first quarter of 2021), Nielsen’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. Nielsen moved to dismiss the operative complaint on November 26, 2019. On January 4, 2021, certain of the allegations against Nielsen and its officers were dismissed, while others were sustained. Discovery is in its early stages and is ongoing. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the putative class action complaint. The derivative lawsuit further alleges that certain officers and directors engaged in trading Nielsen stock based on material, nonpublic information. By agreement dated June 26, 2019, the derivative lawsuit was stayed pending resolution of Nielsen’s motion to dismiss the aforementioned securities litigation. Nielsen anticipates an amended complaint will be filed this month. Nielsen intends to defend these lawsuits vigorously. Based on currently available information, Nielsen believes that the Company has meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on Nielsen’s business, financial position, or results of operations.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2021, five lawsuits were filed relating to the Proposed Connect Transaction in federal and state courts, including one

purported class action lawsuit, by purported Nielsen shareholders against Nielsen and the members of our Board of Directors (collectively, the “Actions”). The Actions generally alleged that the proxy statement filed by Nielsen in connection with the Transaction misrepresented and/or omitted certain purportedly material information and asserted violations of Sections 14(a) and 20(a) of the Exchange Act and the rules promulgated thereunder or negligent and fraudulent misrepresentation and concealment in violation of New York common law and breach of duty of disclosure under the laws of England and Wales. The alleged material misstatements and omissions related to, among other topics, certain forecasted financial information for the Global Connect business prepared by Nielsen’s management, the opinion of J.P. Morgan Securities LLC (“J.P. Morgan”), Nielsen’s financial advisor, in connection with the Proposed Connect Transaction, the interests of Nielsen’s directors and officers in the Transaction and certain background events that occurred in connection with the Proposed Connect Transaction. The plaintiffs in each of the Actions sought, among other things, an injunction against the consummation of the Transaction or, in the alternative, rescission damages, as well as an award of costs and expenses (including attorneys’ and experts’ fees and expenses). On February 1, 2021, Nielsen filed a Current Report on Form 8-K with the SEC voluntarily making supplemental disclosures related to the Proposed Connect Transaction. In light of the supplemental disclosures, the plaintiffs in the Actions agreed to dismiss their claims with prejudice as to the named plaintiffs only and without prejudice to all other members of the putative class. All the Actions have been voluntarily dismissed.

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 not 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.

As discussed in its entirety, its Amended and Restated Master Services Agreement, dated as of October 1, 2007 with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”) (as amended prior to“Note 15 Discontinued Operations”, the Second Amendment and Restatement, the “Prior Agreement”) by entering into a Second Amended and Restated Master Services Agreement (the “Agreement”), dated as of October 1, 2017 and effective as of January 1, 2017 (the “Effective Date”), with TCS. The term of the AgreementGlobal Connect segment has been ~~extended for an additional five years, so~~classified as to expire on December 31, 2025, with three one-year renewal options granted to Nielsen. Nielsen has committed to purchase services from TCS from the Effective Date through the remaining term of the Agreement (the “Minimum Commitment”) in the amount of $2.25 billion, including a commitment to purchase at least $320 million in services per year from 2017 through 2020, $186 million in services per year from 2021 through 2024, and $139.5 million in services in 2025 (in each of the foregoing cases, the “Annual Commitment”). In connectiondiscontinued operations beginning with the ~~entry into the Agreement, the parties have agreed to terminate the separate Global Infrastructure Services Agreement between them as~~first quarter of ~~the Effective Date~~2021. The Company evaluated segment reporting in accordance with ASC 280 “Segment Reporting” and include the services provided thereunder in one or more Statements of Work (“SOWs”) arising under the Agreement. TCS’s charges under such SOWs will continue to be credited against the Minimum Commitment and the Annual Commitment. TCS will globally provide Nielsen 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. As Nielsen orders specific services under the Agreement, the parties will execute 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 Nielsenbeginning with the ~~right to terminate~~first quarter of 2021, the ~~Agreement or SOWs,~~Company concluded that it operates as ~~applicable.~~

~~The Company aligns its~~a single 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 (“Buy”), consisting principally of market research informationsegment and ~~analytical services; and what consumers watch (“Watch”),~~a single reportable segment consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics.

~~Corporate consists principally~~ Nielsen aligns its operating segment in order to conform to management’s internal reporting structure. Nielsen operates as a complete unit - from the conception of ~~unallocated items such as certain facilities~~a product, through the collection of the data, into the technology and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocatedoperations, all the way 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~~data being sold and delivered to the ~~operations~~client. The reporting structure of ~~each of~~Nielsen is and has historically been centralized under one Chief Operating Decision Maker (“CODM”), who evaluates Nielsen’s ~~business segments is set forth below based on the nature of the services offered and geographic areas of operations.~~operating financial results to assess its performance.

(IN MILLIONS)

Three Months Ended September 30, 2016

Revenues

$
809

$
761

$
—

$
1,570

Depreciation and amortization

$
53

$
97

$
1

$
151

Restructuring charges

$
15

$
2

$
12

$
29

Stock-based compensation expense

$
3

$
2

$
6

$
11

Other items⁽¹⁾

$
—

$
—

$
11

$
11

Operating income/(loss)

$
79

$
259

$
(42
)

$
296

Business segment income/(loss)⁽²⁾

$
150

$
360

$
(12
)

$
498

Total assets as of December 31, 2016

$
6,697

$
8,905

$
128

$
15,730

(IN MILLIONS)	Three Months Ended March 31,
		2021		2020
Revenues	$	863	$	842
Operating income		253		177
Depreciation and amortization		127		136
Restructuring charges		—		3
Share-based compensation expense		7		10
Dis-synergy costs⁽¹⁾		—		(17	)
Other items⁽²⁾		1		17
Business segment income⁽³⁾	$	388	$	326

Total Assets:
Total assets as of March 31, 2021	$	11,884
Total assets as of December 31, 2020	$	11,146

The following supplemental financial information is being provided for purposes of compliance with reporting covenants contained in certain debt obligations of Nielsen and its subsidiaries. The financial information sets forth for Nielsen, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, the consolidating balance sheet as of September 30, 2017 and December 31, 2016 and consolidating statements of operations and cash flows for the periods ended September 30, 2017 and 2016. During the three months ended September 30, 2017, the Company restructured certain legal entities and therefore the Company adjusted prior periods to reflect the current year structure.

The issued debt securities are jointly and severally guaranteed on a full and unconditional basis by Nielsen and subject to certain exceptions, each of the direct and indirect 100% owned subsidiaries of Nielsen, in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are also 100% owned indirect subsidiaries of Nielsen: Nielsen Finance LLC and Nielsen Finance Co. for certain series of debt obligations, and The Nielsen Company (Luxembourg) S.ar.l., for the other series of debt obligations. Each issuer is a guarantor of the debt obligations not issued by it.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations. The senior secured credit facilities contain certain limitations on the ability of Nielsen to receive the cash flows of its subsidiaries.

While all subsidiary guarantees of the issued debt securities are full and unconditional, these guarantees contain customary release provisions including when (i) the subsidiary is sold or sells all of its assets, (ii) the subsidiary is declared “unrestricted” for covenant purposes, (iii) the subsidiary’s guarantee under the senior secured credit facilities is released and (iv) the requirements for discharge of the indenture have been satisfied.

Non-

(IN MILLIONS)

Parent

Issuers

Guarantor

Guarantor

Elimination

Consolidated

Revenues

$
—

$
—

$
899

$
742

$
—

$
1,641

Cost of revenues, exclusive of depreciation and amortization shown separately below

—

—

356

336

—

692

Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below

1

—

197

247

—

445

Depreciation and amortization

—

—

126

34

—

160

Restructuring charges

—

—

3

4

—

7

Operating (loss)/income

(1
)

—

217

121

—

337

Interest income

—

238

10

—

(247
)

1

Interest expense

—

(90
)

(241
)

(11
)

247

(95
)

Other income/(expense), net

—

—

90

(91
)

—

(1
)

(Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries

(1
)

148

76

19

—

242

Provision for income taxes

—

(52
)

(37
)

(3
)

—

(92
)

Equity in net income of subsidiaries

147

61

108

—

(316
)

—

Net income

146

157

147

16

(316
)

150

Less net income attributable to noncontrolling interests

—

—

—

4

—

4

Net income attributable to controlling interest

146

157

147

12

(316
)

146

Total other comprehensive income/(loss)

72

(6
)

72

69

(135
)

72

Total comprehensive income

218

151

219

85

(451
)

222

Comprehensive income attributable to noncontrolling interests

—

—

—

4

—

4

Total comprehensive income attributable to controlling interest

$
218

$
151

$
219

$
81

$
(451
)

$
218

(IN MILLIONS)

Parent

Issuers

Guarantor

Non-
Guarantor

Elimination

Consolidated

Revenues

$
—

$
—

$
884

$
686

$
—

$
1,570

Cost of revenues, exclusive of depreciation
and amortization shown separately
below


—

—

322

320

—

642

Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below


1

—

228

223

—

452

Depreciation and amortization


—

—

123

28

—

151

Restructuring charges


—

—

22

7

—

29

Operating (loss)/income


(1
)

—

189

108

—

296

Interest income


—

221

10

2

(232
)

1

Interest expense


(1
)

(79
)

(227
)

(10
)

232

(85
)
Foreign currency exchange transaction gains, net


—

—

—

2

—

2

Other income/(expense), net


—

—

73

(73
)

—

—

(Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries


(2
)

142

45

29

—

214

Provision for income taxes


—

(50
)

(19
)

(13
)

—

(82
)
Equity in net income of subsidiaries


132

68

106

—

(306
)

—

Net income


130

160

132

16

(306
)

132

Less net income attributable to noncontrolling interests

—

—

—

2

—

2

Net income attributable to controlling interest

130

160

132

14

(306
)

130

Total other comprehensive (loss)/income


(10
)

2

(10
)

(6
)

13

(11
)
Total other comprehensive loss attributable to noncontrolling interests

—

—

—

(1
)

—

(1
)
Total other comprehensive (loss)/income attributable to controlling interests

(10
)

2

(10
)

(5
)

13

(10
)
Total comprehensive income


120

162

122

10

(293
)

121

Comprehensive income attributable to noncontrolling interests

—

—

—

1

—

1

Total comprehensive income attributable to controlling interest

$
120

$
162

$
122

$
9

$
(293
)

$
120

Non-

(IN MILLIONS)

Parent

Issuers

Guarantor

Guarantor

Elimination

Consolidated

Revenues

$
—

$
—

$
2,658

$
2,153

$
—

$
4,811

Cost of revenues, exclusive of depreciation and amortization shown separately below

—

—

1,052

979

—

2,031

Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below

3

—

686

698

—

1,387

Depreciation and amortization

—

—

384

93

—

477

Restructuring charges

—

—

21

27

—

48

Operating (loss)/income

(3
)

—

515

356

—

868

Interest income

1

682

27

3

(710
)

3

Interest expense

—

(263
)

(694
)

(30
)

710

(277
)

Foreign currency exchange transaction losses, net

—

—

(3
)

(6
)

—

(9
)

Other (expense)/income, net

—

(2
)

68

(69
)

—

(3
)

(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates

(2
)

417

(87
)

254

—

582

(Provision)/benefit for income taxes

—

(146
)

20

(100
)

—

(226
)

Equity in net income of subsidiaries

350

149

418

—

(917
)

—

Equity in net (loss)/income of affiliates

—

—

(1
)

1

—

—

Net income

348

420

350

155

(917
)

356

Less net income attributable to noncontrolling interests

—

—

—

8

—

8

Net income attributable to controlling interest

348

420

350

147

(917
)

348

Total other comprehensive income/(loss)

232

(24
)

232

245

(448
)

237

Total other comprehensive income attributable to noncontrolling interests

—

—

—

5

—

5

Total other comprehensive income/(loss) attributable to controlling interests

232

(24
)

232

240

(448
)

232

Total comprehensive income

580

396

582

400

(1,365
)

593

Comprehensive income attributable to noncontrolling interests

—

—

—

13

—

13

Total comprehensive income attributable to controlling interest

$
580

$
396

$
582

$
387

$
(1,365
)

$
580

On October 31, 2020, Nielsen ~~Holdings plc~~entered into the Stock Purchase Agreement to sell its Global Connect business to affiliates of Purchaser, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and the Connect Warrant. On February 11, 2021, Nielsen held a special meeting of Nielsen’s shareholders. At the special meeting, the Connect Transaction was submitted to a vote of the shareholders through the solicitation of proxies. Approval of the Connect Transaction required the affirmative vote of the holders of a majority of ordinary shares present (online or by proxy) at the special meeting. The Connect Transaction was approved by the requisite vote of Nielsen’s shareholders. Beginning in the first quarter of 2021, the Global Connect segment met the criteria set forth in ASC 205 – 20 “Presentation of Financial Statements – Discontinued Operations,” and has been presented on a discontinued operations basis for all periods presented. Given the Global Connect segment represented a separate segment and approximately 50% of our consolidated revenues, we considered this to be a strategic shift.

The Connect Transaction closed on March 5, 2021. The Company received net proceeds of ~~Comprehensive Income (Unaudited)~~$2.4 billion on March 5, 2021, subject to final closing adjustments, and recorded an estimated gain of $542 million, net of tax within discontinued operations. Proceeds from the sale were primarily utilized for debt repayment.

On March 16, 2021, Nielsen completed the ~~nine~~partial prepayment of $1.0 billion of the senior secured term loans due 2023 and $0.3 billion of the senior secured term loans due 2025. The partial prepayment resulted in aggregate principal amount of 2023 and 2025 senior secured term loans remaining outstanding of approximately $2.6 billion and $1 billion, respectively. Nielsen redeemed $150 million outstanding aggregate principal amount of its 5.500% senior notes due 2021 effective March 21 2021 and redeemed $825 million of outstanding aggregate principal amount of the 5.000% senior notes due 2022 effective April 10 2021, in each case at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

In connection with the Connect Transaction, Nielsen and Global Connect entered into a Transition Services Agreement for services that primarily relate to technology functions such as infrastructure and cybersecurity, which will run for up to two years following the closing, with an option to extend the term by six months ~~ended September 30, 2016~~per service. In addition, Nielsen and Global Connect entered into a Master Services Agreement pursuant to which each party granted the other reciprocal licenses to certain data used by Global Connect and Nielsen, respectively, as well as certain corresponding services related to such data at agreed rates for up to five years following the closing.

The following table summarizes the major classes of line items constituting net income from discontinued operations, net of tax:

(IN MILLIONS)

Parent

Issuer

Guarantor

Non-
Guarantor

Elimination

Consolidated

Revenues

$
—

$
—

$
2,668

$
1,985

$
—

$
4,653

Cost of revenues, exclusive of depreciation and amortization shown separately below


—

—

985

952

—

1,937

Selling, general and administrative expenses, exclusive of depreciation and amortization shown
separately below


3

—

735

653

—

1,391

Depreciation and amortization


—

—

364

86

—

450

Restructuring charges


—

—

40

33

—

73

Operating (loss)/income


(3
)

—

544

261

—

802

Interest income


—

653

29

4

(683
)

3

Interest expense


(3
)

(230
)

(668
)

(29
)

683

(247
)
Foreign currency exchange transaction losses, net


—

—

(1
)

(2
)

—

(3
)
Other (expense)/income, net


—

(1
)

95

(94
)

—

—

(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates


(6
)

422

(1
)

140

—

555

(Provision)/benefit for income taxes


—

(148
)

7

(67
)

—

(208
)
Equity in net income of subsidiaries


349

150

344

—

(843
)

—

Equity in net (loss)/income of affiliates

—

—

(1
)

1

—

—

Net income


343

424

349

74

(843
)

347

Less net income attributable to noncontrolling
interests


—

—

—

4

—

4

Net income attributable to controlling interest


343

424

349

70

(843
)

343

Total other comprehensive income/(loss)

38

(12
)

38

37

(65
)

36

Total other comprehensive loss attributable to noncontrolling interests

—

—

—

(2
)

—

(2
)
Total other comprehensive income/(loss) attributable to controlling interests

38

(12
)

38

39

(65
)

38

Total comprehensive income


381

412

387

111

(908
)

383

Comprehensive income attributable to noncontrolling interests


—

—

—

2

—

2

Total comprehensive income attributable to controlling interests

$
381

$
412

$
387

$
109

$
(908
)

$
381

	Three Months Ended			Three Months Ended
	March 31,			March 31,
(IN MILLIONS)	2021					2020
Operations
Revenues	$	452				$	717
Cost of revenues, exclusive of depreciation and amortization shown separately below		264					397
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		229					313
Depreciation and amortization		36					78
Restructuring charges		6					8
Operating income/(loss)		(83	)				(79		)
Other income and expenses(1)		(13	)				(8		)
Income/(loss) from discontinued operations before income taxes		(96	)				(87		)
Benefit/(provision) for income taxes		21					14
Net income/(loss) from discontinued operations	$	(75	)			$	(73		)
Disposal
Gain on disposal before income taxes	$	379				$	-
Benefit/(provision) for income taxes		163					-
Gain on disposal, net of taxes		542					-
Net income/(loss) from discontinued operations		467						(73		)
Net income/(loss) from discontinued operations attributable to noncontrolling interests		-						1
Net income/(loss) from discontinued operations attributable to Nielsen shareholders	$	467			$			(74		)

~~Nielsen Holdings plc~~(1)The Company’s Sixth Amended and Restated Credit Agreement entered into in July 2020 and the Credit Agreement entered into in June2020, as amended by Amendment No. 1 thereto in July 2020,required $1.3 billion of senior secured term loans to be repaid pursuant to the debt covenants which were triggered as a result of the Connect Transaction. As such, the Company elected to allocate interest expense to discontinued operations of $8 million and $10 for the three months ended March 31, 2021 and 2020, respectively.

~~September 30, 2017~~The Company has incurred $162 million in separation costs related to the sale of Global Connect, of which $37 and $35 are reflected in the Company’s condensed consolidated statement of operations as discontinued operations for the three months ended March 31, 2021 and 2020, respectively. These costs are comprised primarily of professional fees (e.g., legal, banking and accounting), as well as other items that are incremental and one-time in nature that are related to the sale of Global Connect.

The following table summarizes the major classes of assets and liabilities of discontinued operations at December 31, 2020:

Non-

(IN MILLIONS)

Parent

Issuers

Guarantor

Guarantor

Elimination

Consolidated

Assets:

Current assets

Cash and cash equivalents

$
1

$
19

$
73

$
569

$
—

$
662

Trade and other receivables, net

1

—

516

765

$
—

1,282

Prepaid expenses and other current assets

—

—

193

135

$
—

328

Intercompany receivables

2

1,146

322

123

(1,593
)

—

Total current assets

4

1,165

1,104

1,592

(1,593
)

2,272

Non-current assets

—

Property, plant and equipment, net

—

—

296

162

—

458

Goodwill

—

—

6,022

2,330

—

8,352

Other intangible assets, net

—

—

4,513

529

—

5,042

Deferred tax assets

2

20

—

109

—

131

Other non-current assets

—

7

241

82

—

330

Equity investment in subsidiaries

4,230

1,222

4,190

—

(9,642
)

—

Intercompany loans

25

8,608

1,829

140

(10,602
)

—

Total assets

$
4,261

$
11,022

$
18,195

$
4,944

$
(21,837
)

$
16,585

Liabilities and equity:

Current liabilities

Accounts payable and other current liabilities

$
—

$
101

$
422

$
492

$
—

$
1,015

Deferred revenues

—

—

204

124

$
—

328

Income tax liabilities

—

2

47

149

$
—

198

Current portion of long-term debt, capital lease obligations and short-term borrowings

—

22

40

5

$
—

67

Intercompany payables

—

—

1,300

293

(1,593
)

—

Total current liabilities

—

125

2,013

1,063

(1,593
)

1,608

Non-current liabilities

—

Long-term debt and capital lease obligations

—

8,247

113

17

—

8,377

Deferred tax liabilities

—

71

1,063

85

—

1,219

Intercompany loans

—

62

10,173

367

(10,602
)

—

Other non-current liabilities

2

2

603

314

—

921

Total liabilities

2

8,507

13,965

1,846

(12,195
)

12,125

Total stockholders’ equity

4,259

2,515

4,230

2,897

(9,642
)

4,259

Noncontrolling interests

—

—

—

201

—

201

Total equity

4,259

2,515

4,230

3,098

(9,642
)

4,460

Total liabilities and equity

$
4,261

$
11,022

$
18,195

$
4,944

$
(21,837
)

$
16,585

	December 31,
(IN MILLIONS)	2020

Assets:
Current assets
Cash and cash equivalents	$	110
Trade and other receivables, net of allowances for doubtful accounts and sales returns		689
Prepaid expenses and other current assets		265
Total current assets of discontinued operations		1,064
Non-current assets
Property, plant and equipment, net		177
Operating lease right-of-use asset		217
Goodwill		360
Other intangible assets, net		807
Deferred tax assets		228
Other non-current assets		136
Total assets of discontinued operations	$	2,989
Liabilities:
Current liabilities
Accounts payable and other current liabilities	$	710
Deferred revenues		235
Income tax liabilities		27
Current portion of long-term debt, finance lease obligations and short-term borrowings		17
Total current liabilities of discontinued operations		989
Non-current liabilities
Long-term debt and finance lease obligations		1,330
Deferred tax liabilities		65
Operating lease liabilities		218
Other non-current liabilities		224
Total liabilities of discontinued operations	$	2,826

As of March 31, 2021, the condensed consolidated balance sheet included $60 million of an estimated receivable from Purchaser within prepaid expenses and other current assets as well as $49 million within accounts payable and other current liabilities and $27 million within other non-current liabilities for estimated liabilities to affiliates of Purchaser and incurred separation costs. These represent estimated receivables from and payables to affiliates of Purchaser under tax indemnification arrangements for certain liabilities to various taxing authorities that will be settled in future periods as well as separation costs incurred related to the sale of Global Connect.

The following table provides operating and investing cash flows for Nielsen’s discontinued operations (in millions):

Non-

(IN MILLIONS)

Parent

Issuers

Guarantor

Guarantor

Elimination

Consolidated
Assets:

Current assets

Cash and cash equivalents

$
5

$
1

$
219

$
529

$
—

$
754
Trade and other receivables, net

2

—

478

691

—

1,171
Prepaid expenses and other current assets

—

—

185

112

—

297
Intercompany receivables

—

862

312

167

(1,341
)

—
Total current assets

7

863

1,194

1,499

(1,341
)

2,222
Non-current assets

Property, plant and equipment, net

—

—

307

164

—

471
Goodwill

—

—

5,728

2,117

—

7,845
Other intangible assets, net

—

—

4,248

488

—

4,736
Deferred tax assets

2

—

(1
)

126

—

127
Other non-current assets

—

3

245

81

—

329
Equity investment in subsidiaries

4,117

1,079

4,222

—

(9,418
)

—
Intercompany loans

25

11,533

3,332

150

(15,040
)

—
Total assets

$
4,151

$
13,478

$
19,275

$
4,625

$
(25,799
)

$
15,730
Liabilities and equity:

Current liabilities

Accounts payable and other current liabilities

$
—

$
52

$
479

$
481

$
—

$
1,012
Deferred revenues

—

—

172

125

—

297
Income tax liabilities

—

2

36

59

—

97
Current portion of long-term debt, capital lease obligations and short-term borrowings

—

145

35

8

—

188
Intercompany payables

47

2

988

304

(1,341
)

—
Total current liabilities

47

201

1,710

977

(1,341
)

1,594
Non-current liabilities

Long-term debt and capital lease obligations

—

7,611

106

21

—

7,738
Deferred tax liabilities

—

71

1,027

77

—

1,175
Intercompany loans

—

2,985

11,708

347

(15,040
)

—
Other non-current liabilities

2

4

609

315

—

930
Total liabilities

49

10,872

15,160

1,737

(16,381
)

11,437
Total stockholders’ equity

4,102

2,606

4,117

2,695

(9,418
)

4,102
Noncontrolling interests

—

—

(2
)

193

—

191
Total equity

4,102

2,606

4,115

2,888

(9,418
)

4,293
Total liabilities and equity

$
4,151

$
13,478

$
19,275

$
4,625

$
(25,799
)

$
15,730

Non-

(IN MILLIONS)

Parent

Issuers

Guarantor

Guarantor

Consolidated

Net cash (used in)/provided by operating activities

$
(48
)

$
193

$
424

$
235

$
804

Investing activities:

Acquisition of subsidiaries and affiliates, net of cash
acquired

—

—

(573
)

(22
)

(595
)
Additions to property, plant and equipment and other assets

—

—

(29
)

(26
)

(55
)
Additions to intangible assets

—

—

(218
)

(46
)

(264
)
Proceeds from the sale of property, plant and equipment and other assets

—

—

28

—

28

Other investing activities

—

—

(1
)

(1
)

(2
)
Net cash used in investing activities

—

—

(793
)

(95
)

(888
)
Financing activities:

Repayments of debt

—

(2,288
)

—

(1
)

(2,289
)
Proceeds from the issuance of debt, net of issuance costs

—

2,745

—

—

2,745

Decrease in other short-term borrowings

—

—

—

(5
)

(5
)
Cash dividends paid to stockholders

(353
)

—

—

—

(353
)
Repurchase of common stock

(117
)

—

—

—

(117
)
Activity under stock plans

28

—

(7
)

—

21

Proceeds from employee stock purchase plan

5

—

—

—

5

Capital leases

—

—

(40
)

(2
)

(42
)
Settlement of intercompany and other financing activities

481

(632
)

273

(135
)

(13
)
Net cash provided by/(used in) financing activities

44

(175
)

226

(143
)

(48
)
Effect of exchange-rate changes on cash and cash
equivalents

—

—

(3
)

43

40

Net decrease in cash and cash equivalents

(4
)

18

(146
)

40

(92
)
Cash and cash equivalents at beginning of period

5

1

219

529

754

Cash and cash equivalents at end of period

$
1

$
19

$
73

$
569

$
662

(IN MILLIONS)

Parent

Issuers

Guarantor

Non-
Guarantor

Consolidated

Net cash (used in)/provided by operating activities

$
(4
)

$
170

$
412

$
175

$
753

Investing activities:

Acquisition of subsidiaries and affiliates,
net of cash acquired

—

—

(239
)

(24
)

(263
)
Additions to property, plant and equipment and
other assets

—

—

(41
)

(42
)

(83
)
Additions to intangible assets

—

—

(205
)

(36
)

(241
)
Other investing activities

—

—

(1
)

(3
)

(4
)
Net cash used in investing activities

—

—

(486
)

(105
)

(591
)
Financing activities:

Net borrowings under revolving credit
facility

—

—

193

—

193

Repayments of debt

—

(101
)

—

—

(101
)
Proceeds from the issuance of debt, net of issuance costs

496

496

Cash dividends paid to stockholders

(323
)

—

—

—

(323
)
Repurchase of common stock

(394
)

—

—

—

(394
)
Activity under stock plans

91

—

(19
)

—

72

Settlement of intercompany and other financing activities

622

(547
)

(82
)

(26
)

(33
)
Net cash (used in)/provided by financing activities

(4
)

(152
)

92

(26
)

(90
)
Effect of exchange-rate changes on cash
and cash equivalents

—

—

2

15

17

Net (decrease)/increase in cash and cash equivalents

(8
)

18

20

59

89

Cash and cash equivalents at beginning of period

1

—

7

349

357

Cash and cash equivalents at end of
period

$
(7
)

$
18

$
27

$
408

$
446

The following discussion and analysis supplements management’s discussion and analysis of Nielsen Holdings plc (“the Company” or “Nielsen”) for the year ended December 31, ~~2016~~2020 as contained in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February ~~17, 2017,~~25, 2021, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the accompanying Condensed Consolidated Financial Statements and related notes thereto. Further, this report ~~may contain material~~includes information that ~~includes~~could constitute forward-looking statements ~~within~~made pursuant to the ~~meaning~~safe harbor provision of the Private Securities Litigation Reform Act of ~~1995 that reflect, when made, Nielsen’s current views with respect to current events~~1995. These statements may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could,” and financial performance. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such forward-lookingsimilar expressions. These statements are subject to ~~many~~ risks and uncertainties, and ~~factors~~actual results and events could differ materially from what presently is expected. Factors leading thereto may include, without limitation, the risks related to the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the COVID-19 pandemic on Nielsen’s ~~operations~~business, the final calculation of the gain on the sale with respect to our Global Connect business, which is currently pending finalization of various estimates, the failure of our new business strategy in accomplishing our objectives, conditions in the markets Nielsen is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Nielsen’s business ~~environment that may cause actual results to be materially different from any future results, express or implied, by such forward-looking statements, including but not limited to, those~~and other specific risk factors set forth in this Item 2 and Part II, Item 1A, if any, and those noted in our ~~2016~~2020 Annual Report on Form 10-K under “Risk Factors.” Forward-looking statements speak only as of the date of this report or as of the date they were made. We disclaim any intention to update the current expectations or forward-looking statements contained in this report ~~except as required by law. Unless required or indicated by context or otherwise stated, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.~~.

From time to time, Nielsen may use its website and social media outlets as channels of distribution of material company information. Financial and other material information regarding the company is routinely posted and accessible on our website at http://www.nielsen.com/investors and our Twitter account at http://twitter.com/nielsen.

We are a leading global ~~performance management company. The~~data, measurement, and analytics company that provides ~~to clients~~ a ~~comprehensive~~holistic and objective understanding of ~~what consumers buy~~the media industry. With offerings spanning audience measurement, audience outcomes and what they watch and how those choices intersect. We deliver critical media and marketing information, analytics and manufacturer and retailer expertise about what and where consumers buy (referred to herein as “Buy”) and what consumers read, watch and listen to (consumer interaction across the television, radio, online and mobile viewing and listening platforms referred to herein as “Watch”) on a local and global basis. Our information, insights and solutions helpcontent, we offer our clients ~~maintain~~ and ~~strengthen~~partners simple solutions to complex questions and optimizes the value of their ~~market positions~~investments and ~~identify opportunities for profitable growth.~~growth strategies. We ~~have a presence~~are the only company that can offer de-duplicated cross-media audience measurement. Audience is Everything™ to us and our clients, and we are committed to ensuring that every voice counts. We offer measurement and analytics services in ~~more than 100 countries, including many emerging markets, and hold leading market positions in many of our services and geographies.~~nearly 60 countries.

We believe that important measures of our results of operations include revenue, operating ~~income~~income/(loss) and Adjusted EBITDA (defined below). Our long-term financial objectives include consistent revenue growth and expanding operating margins. Accordingly, we are focused on geographic market and service offering expansion to drive revenue growth and ~~improving~~improve operating efficiencies, including effective resource utilization, information technology leverage and overhead cost management.

Our business strategy is built upon a model that has traditionally yielded consistent revenue performance. Typically, before the start of each year, ~~approximately 70%~~more than 80% of our annual revenue has been committed under contracts, ~~in our combined Buy and Watch segments,~~ which provides us with a ~~high~~greater degree of stability tofor our revenue and allows us to more effectively manage our profitability and cash flows. We continue to look for growth opportunities through global expansion, specifically within emerging markets, as well as through the cross-platform expansion of our ~~measurement~~analytical services and ~~analytics~~measurement services.

On March 5, 2021, we completed the previously announced sale of our Global Connect business (such business, “Global Connect,” and ~~other productivity initiatives~~the sale of Global Connect, the “Connect Transaction”) to affiliates of Advent International Corporation (“Purchaser”), pursuant to the Stock Purchase Agreement, dated as of October 31, 2020 (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Purchaser acquired Global Connect by means of a sale of the equity interests of certain subsidiaries held by us, which operate Global Connect, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and a warrant to purchase equity interests in the company that, following the sale, owns Global Connect (the “Connect Warrant”)The Company received net proceeds of $2.4 billion on March 5, 2021, subject to final closing adjustments, and recorded a preliminary gain of $542 million, net of tax within discontinued operations. Proceeds from the sale were primarily utilized for debt repayment.

The gain on the sale of our Global Connect business is preliminary and is pending the final closing adjustments. Since this amount has been determined based on preliminary estimates and prior to the final closing adjustments, the final gain on the sale transaction may differ materially from the preliminary amount presented herein. Any change from the preliminary amount currently presented would be reflected as a revision in a future quarterly period.

The results of operations of the Global Connect segment have been ~~focused on~~classified as discontinued operations for all periods presented. As such, the results of the Global Connect segment have been excluded from both continuing operations and segment results for all periods presented. Subsequent to the closing of the Connect Transaction, the Company no longer consolidated the financial results of the Global Connect segment. Our continuing business operates as a ~~combination of improving~~single operating ~~leverage through targeted cost-reduction programs, business process improvements~~unit and ~~portfolio restructuring actions, while at the same time investing in key programs to enhance future growth opportunities.~~a single reportable segment.

Achieving our business objectives requires us to manage a number of key risk areas. Our growth objective of geographic market and service expansion requires us to maintain the consistency and integrity of our information and underlying processes on a global scale, and to invest effectively our capital in technology and infrastructure to keep pace with our clients’ demands and our competitors. Core to managing these key risk areas is our commitment to data privacy and security as it drives our ability to deliver quality insights for our clients in line with evolving regulatory requirements and governing standards across all the geographies and industries in which we operate.Our operating footprint across ~~approximately 100~~nearly 60 countries requires disciplined global and local resource management of internal and ~~third party~~third-party providers to ensure success. In addition, our high level of indebtedness requires active management of our debt profile, with a focus on underlying maturities, interest rate risk, liquidity and operating cash flows.

We have taken a variety of measures, as described in Part I—Item 1A—Risk Factors and Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2020 Annual Report on Form 10-K, which had a significant impact on our operations and performance of fiscal year 2020 and continue to have a significant impact on our operations and performance in fiscal year 2021. Please also refer to those Items for further discussion regarding the potential future impacts of COVID-19 and related economic conditions on us.

Our accounting policies are set forth in Note 1 to Consolidated Financial Statements contained in the Company’s 2020 Annual Report on Form 10-K. We include herein certain updates to those policies.

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses, if any.

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. We review the recoverability of our goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts.

The estimates of fair value of a reporting unit are determined using a combination of valuation techniques, primarily by an income approach using a discounted cash flow analysis and 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. Many of the factors used in assessing fair value are outside of the control of management, and these assumptions and estimates can change in future periods. Changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit, and therefore could affect the amount of potential impairment. The following assumptions are significant to our discounted cash flow analysis:

We believe that the estimates and assumptions we made are reasonable, but they are susceptible to change from period to period.

We also use a market-based approach in estimating the fair value of our reporting unit. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings, next year’s revenue and earnings as well as recent comparable transactions.

To validate the reasonableness of the reporting unit fair value, we reconcile the aggregate fair value of our reporting unit to our enterprise market capitalization. Enterprise market capitalization includes, among other factors, the market value of our common stock and the appropriate redemption values of our debt. We perform sensitivity analyses on our assumptions, primarily around both long-term growth rate and discount rate assumptions. Our sensitivity analyses include several combinations of reasonably possible scenarios with regard to these assumptions, including a one percent movement in both our long-term growth rate and discount rate assumptions. When applying these sensitivity analyses, we noted that the fair value was greater than the carrying value for our reporting unit. While management believes that these sensitivity analyses provide a reasonable basis on which to evaluate the recovery of our goodwill, other facts or circumstances may arise that could impact the impairment assessment and therefore these analyses should not be used as a sole predictor of impairment.

There were no indicators of impairment related to goodwill during the first quarter end March 31, 2021. Nielsen will continue to closely evaluate any indicators of future impairments related to goodwill.

~~Business Segment Overview~~Other indefinite-lived intangible assets 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. Pursuant to the Connect Transaction, we granted Advent a license to brand its products and services with the Nielsen name and other trademarks for 20 years following the closing of the Connect Transaction. There was an indefinite-lived trade name historically recognized within the Connect segment. However, as this indefinite-lived trade name will be retained by us as part of the Connect Transaction, the trade name is included within continuing operations. During the first quarter of 2021, we concluded that there was a triggering event for an interim impairment assessment as a result of the change in unit of account of the indefinite-lived intangibles as a result of the sale of Global Connect. 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. The discount rates we used in our evaluation was 10.1%. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace. As a result of the interim assessment, we concluded that the estimated fair values exceeded their carrying values. As such there was no impairment. We will continue to closely evaluate and report on any indicators of future impairments.

We ~~align our business into two reporting segments, Buy (consumer purchasing measurement~~consider assets to be held for sale when management, having the authority through shareholder approval, commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and ~~analytics)~~other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and ~~Watch (media audience measurement and analytics). Our Buy and Watch segments~~it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, we record the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with GAAP, assets held for sale are ~~built~~not depreciated or amortized.

If the disposal of the component of an entity (or group of components) represents a strategic shift that has (or will have) a major effect on an ~~extensive foundation~~entity’s operations and financial results, it meets the criteria for discontinued operations. The results of proprietary data assets designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses and manage their performance. The information from our Buy and Watch segments, when brought together, can deliver powerful insights into the effectiveness of branding, advertising and consumer choice by linking media consumption trends with consumer purchasing data to better understand behavior and better manage supply and demanddiscontinued operations, as well as ~~media spend, supply chain issues, and much more. We believe these integrated insights better enable our clients to enhance~~any gain or loss on the ~~return on both long-term and short-term investments.~~

Our Buy segment provides measurement services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information), and analytical services to businessesdisposal transaction, are presented separately, net of tax, from the results of continuing operations for all periods presented. The expenses included in the ~~consumer packaged goods industry. Our services also enable our clients to better manage their brands, uncover new sources~~results of ~~demand, launch and grow new products, analyze their sales, improve their marketing mix and establish more effective consumer relationships. Our data is used~~discontinued operations are the direct operating expenses incurred by ~~our clients to measure their market share, tracking billions~~the discontinued segment that may be reasonably segregated from the costs of ~~sales transactions per month in retail outlets around~~ the ~~world. Our extensive database~~ongoing operations of retail and consumer information, combined with our advanced analytical capabilities, helps generate strategic insights that influence our clients’ key business decisions. Within our Buy segment, we have two primary geographic groups, developed and emerging markets. Developed markets primarily include the ~~United States, Canada, Western Europe, Japan, Australia and South Korea while emerging markets include Africa, Latin America, Eastern Europe, Russia, China, India and Southeast Asia.~~

Our Watch segment provides viewership and listening data and analytics primarily to the media and advertising industries across the television, radio, online and mobile viewing and listening platforms. Our Watch data is used by our media clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content, and by our advertising clients to plan and optimize their spending.

Company. Certain corporate costs ~~including those~~directly attributable to the discontinued operations and transaction costs directly related to ~~selling, finance, legal, human resources,~~the sale are also presented within net income/(loss) from discontinued operations, net of income taxes. The assets and ~~information technology systems, are considered operating costs and are allocated to~~liabilities have been accounted for as assets held for sale in our ~~segments based on either~~condensed consolidated balance sheets through the ~~actual amount of costs incurred or on a basis consistent with the operations~~date of the ~~underlying segment.~~sale. The operating results related to these lines of business have been included in discontinued operations in our condensed consolidated statements of operations. The condensed consolidated statement of cash flows presents combined cash flows from continuing operations with cash flows from discontinued operations within each cash flow statement category. See Note 15 – Discontinued Operations for further detail.

On February 1, 2017, we completed the acquisition of Gracenote, through the purchase of 100% of Gracenote’s outstanding common stock for a total purchase price of $585 million. We acquired the data and technology that underpins the programming guides and personnel user experience for major video, music, audio and sports content. This acquisition expands our footprint with major clients including Gracenote’s global content database which spans across platforms including multichannel video programing distributors (MVPD’s), smart television, streaming music services, connected devices, media players and in-car infotainment systems.

The acquisition of Gracenote 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. Effective February 1, 2017, the financial results of Gracenote were included within the Watch segment of our condensed consolidated financial statements. For the nine months ended September, 30, 2017, our condensed consolidated statement of operations includes $148 million of revenues related to the Gracenote acquisition.

The purchase price was preliminarily allocated based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition using available information and certain assumptions management believed reasonable. The following table summarizes the preliminary purchase price allocation:

As of the acquisition date, the fair value of accounts receivable approximated historical cost. The gross contractual receivable was $37 million, of which $1 million was deemed uncollectible. The estimated fair values assigned to amortizable intangible assets, goodwill and uncertain tax positions are provisional and subject to adjustment primarily based upon additional information we are in the process of obtaining.

The provisional allocation of the purchase price to goodwill and identified intangible assets was $314 million and $341 million, respectively. All of the Gracenote related goodwill and intangible assets are attributable to our Watch segment. As of September 30, 2017, $23 million of goodwill is expected to be deductible for income tax purposes.

~~Intangible assets and their estimated useful lives consist of the following:~~

~~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 Gracenote.~~

We incurred acquisition-related expenses of $6 million for the nine months ended September 30, 2017, which primarily consisted of transaction fees, legal, accounting and other professional services that are included in selling, general and administrative expenses in the condensed consolidated statement of operations.

The following unaudited pro forma information presents the consolidated results of operations of us and Gracenote for the three and nine months ended September 30, 2017, as if the acquisition had occurred on January 1, 2016, with pro forma adjustments to give effect to amortization of intangible assets, an increase in interest expense from acquisition financing, and certain other adjustments:

The unaudited pro forma results do not reflect any synergies and are not necessarily indicative of the results that we would have attained had the acquisition of Gracenote been completed as of the beginning of the reporting period.

For the ~~nine~~three months ended ~~September 30, 2017, excluding Gracenote,~~March 31, 2021, we had no acquisitions.

For the three months ended March 31, 2020, we paid cash consideration of ~~$28~~$2 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these ~~current period~~2020 acquisitions occurred as of January 1, ~~2017,~~2020, the impact on our consolidated results of operations would not have been material.

For the nine months ended September 30, 2016, we paid cash consideration of $252 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period acquisitions occurred as of January 1, 2016, the impact on our consolidated results of operations would not have been material.- 33 -

Our financial results are reported in U.S. dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. dollars. Our principal foreign exchange revenue exposure is spread across several currencies, primarily the Euro. The table below sets forth the profile of our revenue by principal currency.

Fluctuations in the value of foreign currencies relative to the U.S. dollar impact our operating results. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item ~~3.—~~3—Quantitative and Qualitative Disclosures about Market Risk.” In countries with currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using end-of-period exchange ~~rates;~~rates, while revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. dollar to Euro exchange rate was ~~$1.11~~$1.21 to €1.00 and ~~$1.12~~$1.10 to €1.00 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively. Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP financial measure, ~~which~~ excludes the impact of year-over-year fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, ~~facilitates~~thereby facilitating period-to-period comparisons of our business performance and is consistent with how ~~we evaluate our~~management evaluates the Company’s performance. We calculate constant currency percentages by converting our prior-period local currency financial results using the current period ~~foreign currency~~ exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by ~~others. In addition,~~others and, accordingly, the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with GAAP nor should such amounts be considered in isolation.

We extend non-interest bearing trade credit to our customers in the ordinary course of business. To minimize credit risk, ongoing credit evaluations of clients’ financial condition are performed. Effective January 1, 2020, we adopted ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. Prior to the adoption, an estimate of the allowance for doubtful accounts was made when collection of the full amount was no longer probable (incurred loss) or returns were expected. Subsequent to the adoption, as noted in “Summary of Recent Accounting Pronouncements” below, the allowance for doubtful accounts is made when collection of the full amounts is no longer probable by also incorporating reasonable and supportable forecasts (expected loss).

The uncertainty regarding the length of impacts related to the COVID-19 pandemic and speed of recovery may impact our level of reserves in future periods. We continue to monitor assess the impacts related to our different clients and will base our reasonable forecasts on the latest information available.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we sold ~~$67~~$10 million of accounts receivable to a third ~~party~~parties and recorded an immaterial loss on the sale to interest expense, net in the condensed consolidated statement of operations. As of ~~September 30, 2017, $56~~March 31, 2021 and December 31, 2020, $10 million and $30 million of previously sold receivables, respectively, remained outstanding. The ~~sale was~~sales were accounted for as a true ~~sale,~~sales, without recourse. We maintain servicing responsibilities offor the receivables sold during the period, for which the related costs are not significant. The proceeds of ~~$67~~$10 million from the ~~sale~~sales were reported as a component of the changes in trade and other receivables, net within operating activities in the condensed consolidated statement of cash flows.

Results of Operations – Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2020

The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations:

	Three Months Ended September 30,						Three Months Ended March 31,
(IN MILLIONS)	2017			2016			2021			2020
Revenues	$	1,641		$	1,570		$	863		$	842
Cost of revenues, exclusive of depreciation and amortization shown separately below		692			642			277			324
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		445			452			206			202
Depreciation and amortization		160			151			127			136
Restructuring charges		7			29			-			3
Operating income		337			296			253			177
Interest income		1			1			-			1
Interest expense		(95	)		(85	)		(80	)		(83	)
Foreign currency exchange transaction gains, net		—			2
Foreign currency exchange transaction losses, net								(4	)		(9	)
Other expense, net		(1	)		—			-			(1	)
Income from continuing operations before income taxes		242			214			169			85
Provision for income taxes		(92	)		(82	)		(60	)		(25	)
Net income		150			132			109			60
Discontinued operations, net of taxes								467			(73	)
Net income/(loss)								576			(13	)
Net income attributable to noncontrolling interests		4			2			3			5
Net income attributable to Nielsen stockholders	$	146		$	130
Net income/(loss) attributable to Nielsen shareholders							$	573		$	(18	)

We define Adjusted EBITDA as net income or loss from continuing operations of our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, ~~stock-based~~impairment of goodwill and other long-lived assets, share-based compensation expense and other non-operating items from our consolidated statements of operations, as well as certain other items ~~considered~~that arise outside the ordinary course of our continuing operations specifically described below.

Restructuring charges: We exclude restructuring expenses, which primarily include employee severance, office consolidation and contract termination charges, from our Adjusted EBITDA to allow more accurate comparisons of the financial results to historical operations and forward-looking guidance. By excluding these expenses from our non-GAAP measures, we are better able to evaluate our ability to utilize our existing assets and estimate the long-term value these assets will generate for us. Furthermore, we believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.

~~Stock-based~~Impairment of goodwill and other long-lived assets: We exclude the impact of charges related to the impairment of goodwill and other long-lived assets. We believe that the exclusion of these impairments, which are non-cash, allows for meaningful comparisons of operating results to peer companies. We believe that this increases period-to-period comparability and is useful to evaluate the performance of the total company.

Share-based compensation expense: We exclude the impact of costs relating to ~~stock-based~~share-based compensation. Due to the subjective assumptions and a variety of award types, we believe that the exclusion of ~~stock-based~~share-based compensation expense, which is typically non-cash, allows for more meaningful comparisons of our operating results to peer companies. ~~Stock-based~~Share-based compensation expense can vary significantly based on the timing, size and nature of awards granted.

Other non-operating income/(expense), net: We exclude foreign currency exchange transaction gains and losses, primarily related to intercompany financing arrangements, as well as other non-operating income and expense items, such as gains and losses recorded on business combinations or dispositions, sales of investments, net ~~income~~income/(loss) attributable to noncontrolling interests and early redemption payments made in connection with debt refinancing. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.

Other items: To measure operating performance, we exclude certain expenses and gains that arise outside the ordinary course of our continuing operations. Such costs primarily include legal settlements, ~~acquisition-related~~acquisition related expenses, business optimization costs and other ~~transactional~~transaction costs. We believe the exclusion of such amounts allows management and the users of the financial statements to better understand our financial results.

Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Adjusted EBITDA margin is Adjusted EBITDA for a particular period expressed as a percentage of revenues for that period.

We use Adjusted EBITDA to measure our performance from period to period ~~both at the consolidated level as well as within our operating segments,~~ to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.

Adjusted EBITDA should not be considered as an alternative to net income or loss, operating ~~income,~~income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies and may, therefore, have limitations as a comparative analytical tool.

The below table presents a reconciliation from net income to Adjusted EBITDA for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~2020:

Consolidated Results for the Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2020

Revenues increased ~~4.5%~~2.5% to ~~$1,641~~$863 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$1,570~~$842 million for the three months ended ~~September 30, 2016,~~March 31, 2020, or an increase of ~~3.6%~~1.3% on a constant currency ~~basis, excluding a 0.9% favorable impact of changes in foreign currency exchange rates. Excluding the Gracenote acquisition, revenues increased 0.8% or a decrease of 0.1% on a constant currency~~ basis. Revenues within our Buy segment decreased 0.7% (2.1% on a constant currency basis). Revenues within our Watch segment increased 10.1% (9.7% on a constant currency basis). Revenues within our Watch segment excluding the Gracenote acquisition increased 2.4% (2.0% on a constant currency basis). Refer to the “Business Segment Results for the Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016”~~March 31, 2020” section for further discussion of our revenue performance.

Cost of revenues ~~increased 7.8%~~decreased 14.5% to ~~$692~~$277 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$642~~$324 million for the three months ended ~~September 30, 2016,~~March 31, 2020, or ~~an increase~~a decrease of ~~6.8%~~15.3% on a ~~constant currency basis, excluding a 1.0% unfavorable impact of changes in foreign currency exchange rates.~~

Costs within our Buy segment increased 3.0%, or 1.6% on a constant currency basis. Excluding a 1.4% unfavorable impact of changes in foreign currency exchange rates, the increase in cost of revenues for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016 was due to continued global investments in our services partially offset by the sale of the Claritas business in December 2016.

~~Costs within our Watch segment increased 14.7% on a reported and~~ constant currency basis. Cost of revenues ~~increased~~decreased primarily due to the impact of temporary actions taken in response to the ~~Gracenote acquisition~~COVID-19 pandemic and ~~higher spending on product portfolio management~~the impact of our optimization plan and other productivity initiatives ~~including our digital and Marketing Effectiveness product offerings.~~.

Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization

Selling, general and administrative expenses ~~decreased 1.5%~~increased 2.0% to ~~$445~~$206 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$452~~$202 million for the three months ended ~~September 30, 2016,~~March 31, 2020, or a decrease of ~~2.4% on a constant currency basis, excluding a 0.9% unfavorable impact of changes in foreign currency exchange rates.~~

~~Costs within our Buy segment decreased 4.3%, or 5.3%~~0.5% on a constant currency basis. ~~Excluding a 1.0% unfavorable impact of changes~~The decrease in ~~foreign currency exchange rates, selling, general and administrative expenses decreased due to dispositions as we continue to execute our portfolio pruning initiatives.~~

Costs within our Watch segment increased 5.3%, or 4.5% on a constant currency basis. Excluding a 0.8% unfavorable impact of changes in foreign currency exchange rates, selling, general and administrative expenses increased primarily due tocosts from the impact of temporary actions taken in response to the ~~Gracenote acquisition.~~ COVID-19 pandemic, the impact of our optimization plan and other productivity initiatives, were partially offset by our continued investments in our products and services.

Depreciation and amortization expense was ~~$160~~$127 million for the three months ended ~~September 30, 2017~~March 31, 2021 as compared to ~~$151~~$136 million for the three months ended ~~September 30, 2016.~~March 31, 2020. This ~~increase~~decrease was primarily due to ~~higher depreciation~~certain assets becoming fully amortized and ~~amortization expense associated with tangible and intangible assets acquired as part of~~lower capital expenditures during the ~~Gracenote acquisition on February 1, 2017.~~period.

Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations ~~increased~~decreased to ~~$54~~$40 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$53~~$41 million for the three months ended ~~September 30, 2016.~~March 31, 2020.

We recorded ~~$7 million and $29~~zero restructuring charges for the three months ended March 31, 2021. We recorded $3 million in restructuring charges ~~relating~~primarily related to employee severance costs associated with ~~productivity initiatives~~ our plans to reduce selling, general and administrative expenses for the three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2020.

Operating income for the three months ended ~~September 30, 2017~~March 31, 2021 was ~~$337~~$253 million as compared to ~~$296~~$177 million for the three months ended ~~September 30, 2016. Operating income within~~March 31, 2020. Refer to the “Business Segment Results for the Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020” section for further discussion of our ~~Buy segment~~operating income.

Interest expense was ~~$85~~$80 million for the three months ended ~~September 30, 2017~~March 31, 2021, as compared to ~~$79~~$83 million for the three months ended ~~September 30, 2016. Operating income within our Watch segment~~March 31, 2020. This decrease was $280 million for the three months ended September 30, 2017 as compared to $259 million for the three months ended September 30, 2016. Corporate operating expenses were $28 million for the three months ended September 30, 2017 as compared to $42 million for the three months ended September 30, 2016.

~~Interest expense was $95 million for the three months ended September 30, 2017 as compared to $85 million for the three months ended September 30, 2016. This increase is~~ primarily due to ~~higher average debt balances including the incurrence of an additional $500 million 5.00% Senior Notes in January 2017 and higher~~ lower USD LIBOR senior secured term loan interest ~~rates.~~rates without hedged position as well as lower senior secured term loan balances and debenture loan balances for the three months ended March 31, 2021.

Foreign currency exchange transaction losses, net, primarily represent the net ~~gain or~~ loss on revaluation of ~~external debt,~~ intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar, primarily the Euro, have a significant effect on our operating ~~results, primarily the Euro.~~results. The average U.S. Dollar to Euro exchange rate was ~~$1.18~~$1.21 to €1.00 for the three months ended ~~September 30, 2017~~March 31, 2021, as compared to ~~$1.12~~$1.10 to €1.00 for the three months ended ~~September 30, 2016.~~March 31, 2020.

We realized net ~~foreign currency exchange transaction gains~~losses of $2$4 million and $9 million for the three months ended ~~September 30, 2016,~~March 31, 2021 and 2020, respectively, resulting primarily from ~~the~~ fluctuations in certain foreign currencies associated with intercompany ~~transactions and a gain~~transactions.

Other expense, net of $2$1 million ~~from~~for the ~~revaluation of our U.S. denominated debt held in EURO functional currency entities, partially offset by a loss of $4 million associated with foreign currency derivative financial instruments.~~

three months ended March 31, 2020, was primarily related to certain non-service related pension transactions.

The effective tax ~~rate~~rates before discrete tax items for ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 was 38%~~2020 were 26% ($44 million tax expense) and 15% ($13 million tax expense), respectively. The tax rate for the three months ended ~~September 30, 2017~~March 31, 2021 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where ~~the Company files~~we file tax returns, ~~and the effect of global licensing activities and foreign distributions,~~partially offset by the ~~favorable impact~~reversal of valuation allowance related to certain ~~financing activities.~~loss carryforwards. The tax rate for the three months ended ~~September 30, 2016~~March 31, 2020 was ~~higher~~lower than the statutory rate as a result of the reversal of valuation allowance related to certain loss carryforwards offset by the impact of tax rate differences in other jurisdictions where we file tax returns. For the ~~Company files~~three months ended March 31, 2021, the total tax ~~returns, and~~expense was $60 million which includes the ~~effect of global licensing activities and foreign distributions, offset by the favorable~~ impact of ~~certain financing activities.~~tax rate changes and other discrete items recognized in the first quarter. For the three months ended March 31, 2020, the total tax expense was $25 million which includes impact of the CARES Act and other discrete items recognized in the first quarter.

The estimated liability for unrecognized tax benefits as of December 31, ~~2017 is $436 million and~~2020 was ~~$432 million as of December 31, 2016.~~$128 million. If our tax positions are favorably sustained by the taxing authorities, the reversal of the underlying liabilities would reduce our effective tax rate in future periods.

Adjusted EBITDA increased ~~4.8%~~19.0% to ~~$522~~$388 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$498~~$326 million for the three months ended ~~September 30, 2016,~~March 31, 2020, or ~~4.0%~~an increase of 18.3% on a constant currency ~~basis, excluding a 0.8% favorable impact of changes in foreign currency exchange rates.~~basis. See “Results of Operations – Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016”~~March 31, 2020” for the reconciliation of net ~~income~~income/(loss) to Adjusted EBITDA.

Business Segment Results for the Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2020

The table below sets forth our ~~segment~~ revenue performance data for the three months ended ~~September 30, 2017~~March 31, 2021 compared to the three months ended ~~September 30, 2016,~~March 31, 2020, both on an as-reported and constant currency basis.

(IN MILLIONS)

Three Months Ended
September 30,
2017

Three Months Ended
September 30,
2016

% Variance
2017 vs. 2016
Reported

Three Months Ended
September 30,
2016
Constant
Currency

% Variance
2017 vs. 2016
Constant
Currency

Emerging Markets

$
297

$
267

11.2
%

$
268

10.8
%
Developed Markets

491

509

(3.5
)%

519

(5.4
)%
Core Buy

788

776

1.5
%

787

0.1
%
Corporate

15

33

(54.5
)%

33

(54.5
)%
Buy Segment

$
803

$
809

(0.7
)%

$
820

(2.1
)%

Marketing Effectiveness

$
89

$
75

18.7
%

$
77

15.6
%
Audio

127

137

(7.3
)%

137

(7.3
)%
Audience Measurement (Video and Text)

580

496

16.9
%

498

16.5
%
Core Watch

796

708

12.4
%

712

11.8
%
Corporate/Other Watch

42

53

(20.8
)%

52

(19.2
)%
Watch Segment

$
838

$
761

10.1
%

$
764

9.7
%
Total Core (Buy/Watch)

1,584

1,484

6.7
%

1,499

5.7
%
Total

$
1,641

$
1,570

4.5
%

$
1,584

3.6
%

(IN MILLIONS)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		% Variance 2021 vs. 2020 Reported			Three Months Ended March 31, 2020 Constant Currency		% Variance 2021 vs. 2020 Constant Currency
Audience Measurement	$	632		615		2.8	%		620		1.9	%
Outcomes / Content		231		227		1.8	%		232		(0.4	)%
Total	$	863	$	842		2.5	%	$	852		1.3	%

Revenues ~~decreased 0.7%~~increased 2.5% to ~~$803~~$863 million for the three months ended ~~September 30, 2017~~March 31, 2021 from ~~$809~~$842 million for the three months ended ~~September 30, 2016,~~March 31, 2020 or ~~2.1%~~an increase of 1.3% on a constant currency ~~basis, excluding a 1.4% favorable impact of changes in foreign currency exchange rates.~~

~~Revenues from emerging markets increased 11.2% to $297 million, or 10.8% on a constant currency~~ basis. ~~Excluding a 0.4% favorable impact of changes in foreign currency exchange rates, revenue growth was driven by~~ ~~our global footprint, coverage expansion and broad product offerings which continue to position us well with both local and multinational clients.~~ ~~For the three months ended September 30, 2017, these investments drove double-digit growth in India and Eastern Europe along with high single-digit growth in South East Asia and China.~~

Revenues from developed markets decreased 3.5% to $491 million, or 5.4% on a constant currency basis. Excluding a 1.9% favorable impact of changes in foreign currency exchange rates, revenues decreased as a result of softness in the U.S. market.

Revenues from Corporate Buy decreased 54.5% to $15 million on a reported and constant currency basis due to the sale of the Claritas business in December 2016. Corporate includes slow growth and non-core services that are part of portfolio pruning initiatives.

Revenues increased 10.1% to $838 million for the three months ended September 30, 2017 from $761 million for the three months ended September 30, 2016, or 9.7% on a constant currency basis. Excluding the Gracenote acquisition, revenues increased 2.4% (2.0% on a constant currency basis). Excluding a 0.4% favorable impact of changes in foreign currency exchange rates, revenueRevenue growth was primarily driven by growth in Audience Measurement, ~~of Video and Text,~~ which increased ~~16.9% (16.5%~~2.8%, or an increase of 1.9% on a constant currency ~~basis). Excluding the Gracenote acquisition, Audience Measurement of Video~~basis, with overall solid growth, most notably in digital measurement and ~~Text~~with local pressures subsiding. Outcomes / Content revenues increased ~~5.0% (4.6%~~1.8%, or a decrease of 0.4% on a constant currency ~~basis) due to our ongoing investments~~basis, driven in part by improving trends in short-cycle revenues and ~~continued client adoption~~solid growth in Content, more than offset by the impact of our Total Audience Measurement initiative. Audio revenues decreased 7.3% on a reported and constant currency basis for the quarter primarily due to timing of deliverables. Our Marketing Effectiveness revenue grew 18.7% (15.6% on a constant currency basis), dueexits related to the ~~continued strength~~optimization plan we announced in audience-based solutions that help advertisers and publishers measure the return on investment in media spend and investments in our product portfolio. Corporate/Other Watch revenues decreased by 20.8% (19.2% on a constant currency basis) due to our continued exit of non-core media analytics products. Our Core Watch revenue grew 12.4%, or 11.8% on a constant currency basis. Excluding the Gracenote acquisition, our Core Watch revenue grew 4.1% (3.5% on a constant currency basis).July 2020.

We do not allocate items below operating income/(loss) to our business segments and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended September 30, 2017 and 2016, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, stock-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision making group and other members of management use to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income/(loss), operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Operating income was $85 million for the three months ended September 30, 2017 as compared to $79 million for the three months ended September 30, 2016. The increase was driven primarily by a decrease in restructuring charges for the three months ended September 30, 2017 partially offset by the revenue performance discussed above. Non-GAAP business segment income decreased 5.2% on a constant currency basis.

Operating income was $280 million for the three months ended September 30, 2017 as compared to $259 million for the three months ended September 30, 2016. The increase was driven primarily by the revenue performance discussed above partially offset by an increase in depreciation and amortization expense for the three months ended September 30, 2017. Non-GAAP business segment income increased 7.7% on a constant currency basis.

Operating expenses were $28 million for the three months ended September 30, 2017 as compared to $42 million for the three months ended September 30, 2016, due primarily to lower restructuring charges and stock-based compensation expense for the three months ended September 30, 2017.

~~Results of Operations – Nine months Ended September 30, 2017 Compared to the Nine months Ended September 30, 2016~~

~~The following table sets forth, for the periods indicated, the amounts included in our Condensed Consolidated Statements of Operations:~~

~~The below table presents a reconciliation from net income to Adjusted EBITDA for the nine months ended September 30, 2017 and 2016:~~

~~Consolidated Results for the Nine months Ended September 30, 2017 Compared to the Nine months Ended September 30, 2016~~

Revenues increased 3.4% to $4,811 million for the nine months ended September 30, 2017 from $4,653 million for the nine months ended September 30, 2016, or an increase of 3.6% on a constant currency basis, excluding a 0.2% unfavorable impact of changes in foreign currency exchange rates. Excluding the Gracenote acquisition, revenues increased 0.2% (0.5% on a constant currency basis). Revenues within our Buy segment decreased 2.9% (2.6% on a constant currency basis). Revenues within our Watch segment increased 10.4% (10.6% on a constant currency basis). Revenues within our Watch segment excluding the Gracenote acquisition increased 3.7% (3.8% on a constant currency basis). Refer to the “Business Segment Results for the Nine months Ended September 30, 2017 Compared to the Nine months Ended September 30, 2016” section for further discussion of our revenue performance.

Cost of revenues increased 4.9% to $2,031 million for the nine months ended September 30, 2017 from $1,937 million for the nine months ended September 30, 2016, or an increase of 5.2% on a constant currency basis, excluding a 0.3% favorable impact of changes in foreign currency exchange rates.

Costs within our Buy segment decreased 0.5%, or 0.2% on a constant currency basis. Excluding a 0.3% favorable impact of changes in foreign currency exchange rates, cost of revenues decreased primarily due to the sale of the Claritas business in December 2016 partially offset by the continued global investment in our services.

Costs within our Watch segment increased 10.5%, or 10.8% on a constant currency basis. Excluding a 0.3% favorable impact of changes in foreign currency exchange rates, cost of revenues increased primarily due to the impact of the Gracenote acquisition and higher spending on product portfolio management initiatives, including our digital and Marketing Effectiveness product offerings.

~~Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization~~

Selling, general and administrative expenses decreased 0.3% to $1,387 million for the nine months ended September 30, 2017 from $1,391 million for the nine months ended September 30, 2016, or an increase of 0.3% on a constant currency basis, excluding a 0.6% favorable impact of changes in foreign currency exchange rates.

Costs within our Buy segment decreased 5.9%, or 5.2% on a constant currency basis. Excluding a 0.7% favorable impact of changes in foreign currency exchange rates, selling, general and administrative expenses decreased due to productivity initiatives and dispositions as we continue to execute our portfolio pruning initiatives.

Costs within our Watch segment increased 15.2%, or 15.5% on a constant currency basis. Excluding a 0.3% favorable impact of changes in foreign currency exchange rates, selling, general and administrative expenses increased primarily due to the impact of the Gracenote acquisition and investments in product development initiatives.

Depreciation and amortization expense was $477 million for the nine months ended September 30, 2017 as compared to $450 million for the nine months ended September 30, 2016. This increase was primarily due to higher depreciation and amortization expense associated with tangible and intangible assets acquired as part of the Gracenote acquisition on February 1, 2017.

Depreciation and amortization expense associated with tangible and intangible assets acquired in business combinations increased to $164 million for the nine months ended September 30, 2017 from $158 million for the nine months ended September 30, 2016.

~~We recorded $48 million in restructuring charges relating to employee severance associated with productivity initiatives for the nine months ended September 30, 2017.~~

~~We recorded $73 million in restructuring charges relating to employee severance associated with productivity initiatives and contract termination costs for the nine months ended September 30, 2016.~~

Operating income for the nine months ended September 30, 2017 was $868 million as compared to $802 million for the nine months ended September 30, 2016. Operating income within our Buy segment was $219 million for the nine months ended September 30, 2017 as compared to $216 million for the nine months ended September 30, 2016. Operating income within our Watch segment was $734 million for the nine months ended September 30, 2017 as compared to $684 million for the nine months ended September 30, 2016. Corporate operating expenses were $85 million for the nine months ended September 30, 2017 as compared to $98 million for the nine months ended September 30, 2016.

Interest expense was $277 million for the nine months ended September 30, 2017 as compared to $247 million for the nine months ended September 30, 2016. This increase is primarily due to higher average debt balances including the incurrence of an additional $500 million 5.00% Senior Notes in January 2017 and higher USD LIBOR senior secured term loan interest rates.

Foreign currency exchange transaction losses, net, primarily represent the net gain or loss on revaluation of external debt, intercompany loans and other receivables and payables denominated in currencies other than the respective entity’s functional currency. Fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on our operating results, primarily the Euro. The average U.S. Dollar to Euro exchange rate was $1.11 to €1.00 for the nine months ended September 30, 2017 as compared to $1.12 to €1.00 for the nine months ended September 30, 2016.

We realized net foreign currency transaction losses of $9 million for the nine months ended September 30, 2017, resulting primarily from the fluctuations in certain foreign currencies associated with intercompany transactions.

We realized net foreign currency transaction losses of $3 million for the nine months ended September 30, 2016, resulting primarily from the loss of $3 million associated with foreign currency derivative financial instruments.

The effective tax rates for the nine months ended September 30, 2017 and 2016 were 39% and 37%, respectively. The tax rate for the nine months ended September 30, 2017 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities and the impact of share-based compensation excess tax benefit. The tax rate for the nine months ended September 30, 2016 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where the Company files tax returns, and the effect of global licensing activities and foreign distributions, offset by the favorable impact of certain financing activities, the impact of share-based compensation excess tax benefit, and release of certain tax contingencies.

Adjusted EBITDA increased 4.7% to $1,456 million for the nine months ended September 30, 2017 from $1,390 million for the nine months ended September 30, 2016, or 4.5% on a constant currency basis, excluding a 0.2% favorable impact of changes in foreign currency exchange rates. See “Results of Operations – Nine months Ended September 30, 2017 Compared to the Nine months Ended September 30, 2016” for the reconciliation of net income to Adjusted EBITDA.

~~Business Segment Results for the Nine months Ended September 30, 2017 Compared to the Nine months Ended September 30, 2016~~

The table below sets forth our segment revenue performance data for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, both on an as-reported and constant currency basis.

(IN MILLIONS)

Nine months Ended
September 30,
2017

Nine months Ended
September 30,
2016

% Variance
2017 vs. 2016
Reported

Nine months Ended
September 30,
2016
Constant
Currency

% Variance
2017 vs. 2016
Constant
Currency

Emerging Markets

$
860

$
780

10.3
%

$
780

10.3
%
Developed Markets

1,472

1,551

(5.1
)%

1,543

(4.6
)%
Core Buy

2,332

2,331

(0.0
)%

2,323

0.4
%
Corporate

51

123

(58.5
)%

123

(58.5
)%
Buy Segment

$
2,383

$
2,454

(2.9
)%

$
2,446

(2.6
)%

Marketing Effectiveness

$
237

$
204

16.2
%

$
204

16.2
%
Audio

370

380

(2.6
)%

380

(2.6
)%
Audience Measurement (Video and Text)

1,682

1,459

15.3
%

1,459

15.3
%
Core Watch

2,289

2,043

12.0
%

2,043

12.0
%
Corporate/Other Watch

139

156

(10.9
)%

153

(9.2
)%
Watch Segment

$
2,428

$
2,199

10.4
%

$
2,196

10.6
%
Total Core (Buy/Watch)

4,621

4,374

5.6
%

4,366

5.8
%
Total

$
4,811

$
4,653

3.4
%

$
4,642

3.6
%

Revenues decreased 2.9% to $2,383 million for the nine months ended September 30, 2017 from $2,454 million for the nine months ended September 30, 2016, or 2.6% on a constant currency basis, excluding a 0.3% unfavorable impact of changes in foreign currency exchange rates.

~~Revenues from emerging markets increased 10.3% to $860 million on a reported and constant currency basis. Revenue growth was driven by~~ ~~our global footprint, coverage expansion and broad product offerings which continue to position us well with both local and multinational clients.~~ ~~For the nine months ended September 30, 2017, these investments drove double-digit growth in South East Asia, Latin America, India and Eastern Europe along with high single-digit growth in China.~~

Revenues from developed markets decreased 5.1% to $1,472 million, or 4.6% on a constant currency basis. Excluding a 0.5% unfavorable impact of changes in foreign currency exchange rates, revenues decreased as a result of softness in the U.S. partially offset by growth in our European developed markets.

Revenues from Corporate Buy decreased 58.5% to $51 million on a reported and constant currency basis primarily due to the sale of the Claritas business in December 2016. Corporate includes slow growth and non-core services that are part of portfolio pruning initiatives.

Revenues increased 10.4% to $2,428 million for the nine months ended September 30, 2017 from $2,199 million for the nine months ended September 30, 2016 or an increase of 10.6% on a constant currency basis. Excluding the Gracenote acquisition, revenues increased 3.7% (3.8% on a constant currency basis). Excluding a 0.1% unfavorable impact of changes in foreign currency exchange rates, revenue growth was primarily driven by growth in Audience Measurement of Video and Text, which increased 15.3% on a reported and constant currency basis. Excluding the Gracenote acquisition, Audience Measurement of Video and Text revenues increased 5.1% on a reported and constant currency basis due to our ongoing investments and continued client adoption of our Total Audience Measurement initiative. Audio revenues were decreased 2.6% on a reported and constant currency basis for the period primarily due to timing of deliverables. Our Marketing Effectiveness revenue grew 16.2% on a reported and constant currency basis, due to the continued strength in audience-based solutions that help advertisers and publishers measure the return on investment in media spend and investments in our product portfolio. Corporate/Other Watch revenues decreased by 10.9% (9.2% on a constant currency basis) due to our continued exit of non-core media analytics products. Our Core Watch revenue grew 12.0% on a reported and constant currency basis. Excluding the Gracenote acquisition, our Core Watch revenue grew 4.8% on a reported and constant currency basis.

We do not allocate items below operating income/(loss) to our business segment and therefore the tables below set forth a reconciliation of operating income/(loss) at the business segment level for the three months ended March 31, 2021 and 2020, adjusting for certain items affecting operating income/(loss), such as restructuring charges, depreciation and amortization, impairment of goodwill and other long-lived assets, share-based compensation expense and certain other items described below resulting in a presentation of our non-GAAP business segment profitability. Non-GAAP business segment profitability provides useful supplemental information to management and investors regarding financial and business trends related to our results of operations. When this non-GAAP financial information is viewed with our GAAP financial information, investors are provided with a meaningful understanding of our ongoing operating performance. It is important to note that the non-GAAP business segment profitability corresponds in total to our consolidated Adjusted EBITDA described within our consolidated results of operations above, which our chief operating decision maker and other members of management use to measure our performance from period to period to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. These non-GAAP measures should not be considered as an alternative to net income/(loss), operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. These non-GAAP measures may differ from similarly-titled measures used by others and have important limitations as analytical tools. Accordingly, they should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Operating income was ~~$219~~$253 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 as compared to ~~$216~~$177 million for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2020. The increase was primarily due to the revenue performance discussed above, temporary actions taken in response to the COVID-19 pandemic, the benefit of permanent cost actions from the optimization plan as well as lower ~~restructuring charges,~~ depreciation and amortization expense ~~stock-based compensation expense, transaction related costs and business optimization costs partially offset by~~for the ~~revenue performance mentioned above.~~three months ended March 31, 2021. Non-GAAP business segment income ~~decreased 4.1%~~increased 18.3% on a constant currency basis.

~~Watch Segment Profitability~~The Connect Transaction closed on March 5, 2021. The Company received net proceeds of $2.4 billion on March 5, 2021, subject to final closing adjustments, and recorded a preliminary gain of $542 million, net of tax within discontinued operations. Proceeds from the sale were primarily utilized for debt repayment. The results of operations of the Global Connect segment have been classified as discontinued operations for all periods presented.

Net income/(loss) from discontinued operations from Global Connect for the three months ended March 31, 2021 was ~~$734~~$467 million as compared to $(73) million for the ~~nine~~three months ended ~~September 30, 2017 as compared to $684 million for the nine months ended September 30, 2016.~~March 31, 2020. The increase was driven primarily by the revenue performance discussed above, partially offset by higher depreciation and amortization expense. Non-GAAP business segment income increased 8.2% on a constant currency basis.

~~Operating expenses were $85 million for the nine months ended September 30, 2017 as compared to $98 million for the nine months ended September 30, 2016~~is primarily due to ~~lower restructuring charges for~~ the ~~nine~~preliminary gain on sale of $542 million recorded during the three months ended ~~September 30, 2017.~~March 31, 2021. See Note 15 - Discontinued Operations for further detail.

Consolidated Cash flows from operations ~~provided a source of funds of $804~~were $(45) million ~~during~~for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 (including Global Connect through the Transaction close date), as compared to ~~$753~~$(5) million for the ~~nine~~three months ended ~~September 30, 2016, an increase~~March 31, 2020, a decrease of ~~$51 million. This increase was~~$40 million, primarily due to ~~the~~working capital timing, ~~of vendor~~ higher separation related cash costs and ~~client~~higher interest payments, partially offset by ~~higher~~the Adjusted EBITDA performance discussed above, lower employee annual incentive payments and lower income tax ~~and interest payments.~~ payments.

We provide for additional liquidity through several sources including maintaining an adequate cash balance, access to global funding sources and a committed revolving credit facility. The following table provides a summary of the major sources of liquidity as of and for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~2020:

Of the ~~$662~~$1,197 million in cash and cash equivalents, approximately ~~$550~~$236 million was held in jurisdictions outside the ~~U.S.~~United States and as a result, there may be tax consequences if such amounts were moved out of these jurisdictions or repatriated to the ~~U.S.~~United States. We regularly review the amount of cash and cash equivalents held outside of the ~~U.S.~~United States to determine the amounts necessary to fund the current operations of our foreign operations and their growth initiatives and amounts needed to service our U.S. indebtedness and related obligations.

The below table illustrates our weighted average interest rate and cash paid for interest over the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.

~~In January 2017, we issued $500 million aggregate principal amount of 5.0% Senior Notes due 2025 at par, with cash proceeds of approximately $495 million, net of fees and expenses.~~

In April 2017, we entered into a third amendment to our Fourth Amended and Restated Credit Agreement (as amended prior to April 2017, the “Existing Credit Agreement,” and as amended in April 2017 by the third amendment, the “Amended Credit Agreement”), providing for a new class of Class B-4 Term Loans in an aggregate principal amount of $2,250,000,000, the proceeds of which were used to replace or refinance the entire outstanding principal of existing Class B-3 Term Loans and a portion of existing Class A Term Loans.

The Class B-4 Term Loans will mature in full on October 4, 2023, and are required to be repaid in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Class B-4 Term Loans, with the balance payable on October 4, 2023. The Class B-4 Term Loans bear interest equal to, at the election of us (i) a base rate or LIBOR rate, plus (ii) an applicable margin, which is equal to 2.00% (in the case of LIBOR loans) or 1(ii).00% (in the case of base rate loans).

~~The Amended Credit Agreement contains the same affirmative and negative covenants as those of the Existing Credit Agreement.~~

Our contractual obligations, commitments and debt service requirements over the next several years are significant. We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the revolving credit facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, dividend payments and capital spending over the next year. In addition, we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities) in privately negotiated or open market transactions, by tender offer or otherwise.

On October 31, 2020, we entered into the Stock Purchase Agreement to sell our Global Connect business to affiliates of Purchaser, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and the Connect Warrant. The Connect Transaction was approved by the requisite vote of our shareholders. The Connect Transaction closed on March 5, 2021. We received net proceeds of $2.4 billion on March 5, 2021, subject to final closing adjustments. Proceeds from the sale were primarily utilized for debt repayment.

On March 16, 2021, we completed the partial prepayment of $1.0 billion of the senior secured term loans due 2023 and $0.3 billion of the senior secured term loans due 2025. The partial prepayment resulted in aggregate principal amounts of 2023 and 2025 senior secured term loans remaining outstanding of approximately $2.6 billion and $1 billion, respectively. We redeemed $150 million outstanding aggregate principal amount of its 5.500% senior notes due 2021 effective March 21, 2021 and called for redemption of $825 million of outstanding aggregate principal amount of the 5.000% senior notes due 2022 effective April 10 2021, in each case at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

~~The~~Nielsen’s Credit Agreement date June 4, 2020, as amended on July 21, 2020 as well as Sixth Amended and Restated Credit Agreement, date July 21, 2020 (the “Amended Credit Agreement”) (together the “Secured Credit Agreements”) contains a financial covenant consisting of a maximum leverage ratio applicable to our indirect wholly-owned subsidiary, Nielsen Holding and Finance B.V. and its restricted subsidiaries. The leverage ratio requires that we not permit the ratio of total net debt (as defined in the ~~Amended~~Secured Credit ~~Agreement)~~Agreements) at the end of any calendar quarter to ~~Covenant~~Consolidated EBITDA (as defined in the ~~Amended~~Secured Credit ~~Agreement)~~Agreements) for the four quarters then ended to exceed a specified threshold. The maximum permitted ratio is 5.50 to 1.00.

Failure to comply with this financial covenant would result in an event of default under our ~~Amended~~Secured Credit ~~Agreement~~Agreements unless waived by our senior credit lenders. An event of default under our ~~Amended~~Secured Credit ~~Agreement~~Agreements can result in the acceleration of our indebtedness under the facilities, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the financial covenant described above ~~can~~could cause us to go into default under the agreements governing our indebtedness, management believes that our ~~Amended~~Secured Credit ~~Agreement~~Agreements and this covenant are material to us. As of ~~September 30, 2017,~~March 31, 2021, we were in full compliance with the financial covenant described above.

Pursuant to Regulation S-X Rule 13-01, which simplifies certain disclosure requirements for guarantors and issuers of guaranteed securities, we are no longer required to provide condensed consolidating financial statements for us and our subsidiaries, including the guarantors and non-guarantors under our credit agreement and the indentures governing our senior notes. Nielsen Holding and Finance B.V., the parent covenant party under our credit agreement and the indentures governing our senior notes, and its restricted subsidiaries together comprise substantially all of our assets, liabilities and operations, and there are no material differences between the consolidating information related to us, on the one hand, andNielsen Holding and Finance and its restricted subsidiaries on a standalone basis, on the other hand.

The Amended Credit Agreement contains a senior secured revolving credit facility with aggregate revolving credit commitments of ~~$575~~$850 million and a final maturity of ~~April 2019~~July 2023 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.

The senior secured revolving credit facility is provided under the Amended Credit Agreement and so contains covenants and restrictions as noted above with respect to the Amended Credit Agreement. Obligations under the revolving credit facility are guaranteed by the same entities that guarantee obligations under the Amended Credit Agreement.

As of ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, we had zero and ~~$357~~$135 million borrowings outstanding and had outstanding letters of credit of ~~$11~~$13 million and $6$17 million, respectively. As of ~~September 30, 2017,~~March 31, 2021, we had ~~$564~~$837 million available for borrowing under the senior secured revolving credit facility.

~~On January 31, 2013,~~We continue to drive shareholder value through our quarterly cash dividend policy, which was adopted by our Board of Directors ~~adopted a cash dividend policy to pay quarterly~~(“Board”) in 2013. Under this plan we have paid $21 million in cash dividends ~~on our outstanding common stock.~~for each of the years ended March 31, 2021 and 2020. Any decision to declare and pay dividends in the future will be made at the discretion of our Board ~~of Directors~~ and will be subject to the ~~board’s~~Board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders, and are in compliance with all laws and agreements to which we are subject. The below table summarizes the dividends declared on our common stock during ~~2016~~2020 and the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021.

On ~~October 19, 2017,~~April 22, 2021, our Board declared a cash dividend of ~~$0.34~~$0.06 per share ofon our common stock. The dividend is payable on ~~December 5, 2017~~June 17, 2021 to ~~stockholders~~shareholders of record at the close of business on ~~November 21, 2017.~~June 3, 2021.

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

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

Repurchases under ~~these plans~~this program will be made in accordance with applicable securities laws from time to time ~~in the open market or otherwise~~and depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted us on August 6, 2015, which was extended by the authority approved by our ~~shareholders.~~shareholders at our annual general meeting held on May 12, 2020. We have requested approval from our shareholders at our annual general meeting to be held on May 25, 2021 to renew this authority for a period of one year.

As of ~~September 30, 2017,~~March 31, 2021, there ~~have been 36,588,112~~were 39,426,521 shares of our common stock purchased at an average price of ~~$45.88~~$44.95 per share (total consideration of approximately ~~$1,679~~$1,772 million) under this program.

~~The activity~~ There were no share repurchases for the ~~nine~~three months ended ~~September 30, 2017 consisted of open market share repurchases and is summarized in the following table:~~March 31, 2021.

Period

Total Number of Shares Purchased


Average Price Paid per Share


Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs


Dollar Value of Shares that may yet be Purchased under the Plans or Programs

As of December 31, 2016


33,837,526

$
46.16

33,837,526

$
437,970,016

2016 Activity

January 1- 31

—

—

—

$
437,970,016

February 1- 28

564,623

$
45.30

564,623

$
412,392,848

March 1- 31

365,228

$
45.15

365,228

$
395,903,537

April 1-30

—

—

—

$
395,903,537

May 1-31

1,020,212

$
40.65

1,020,212

$
354,426,944

June 1-30

—

—

—

$
354,426,944

July 1-31

—

—

—

$
354,426,944

August 1-31

698,062

$
41.77

698,062

$
325,268,111

September 1-30

102,461

$
39.25

102,461

$
321,246,116

Total


36,588,112


$
45.88



36,588,112

Operating activities.Net cash ~~provided by~~used in operating activities was ~~$804~~$45 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, as compared to ~~$753~~$5 million used in operating activities for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2020. This increase in net cash used in operating activities was primarily due to ~~the~~working capital timing, ~~of vendor~~ higher separation related cash costs and ~~client~~higher interest payments, partially offset by ~~higher~~the Adjusted EBITDA performance discussed above, lower employee annual incentive payments and lower income tax ~~and interest payments.~~payments. Our key collections performance measure, days billing outstanding, ~~(DBO), increased~~decreased by ~~1 day~~two days as compared to the same period last year.

Investing activities. Net cash provided by investing activities was $2,158 million for the three months ended March 31, 2021, as compared to net cash used in investing activities ~~was $888~~of $142 million for the ~~nine~~three months ended ~~September 30, 2017, as compared to $591 million for the nine months ended September 30, 2016.~~March 31, 2020. The primary ~~driver~~drivers for the increase ~~was higher acquisition payments~~were the proceeds from the sale of our Global Connect business during the ~~nine~~three months ended ~~September 30, 2017 as compared to the same period for 2016.~~ March 31, 2021. See Note 15– Discontinued Operations.

Financing activities. Net cash used in financing activities was ~~$48~~$1,523 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 as compared to ~~$90~~net cash provided by financing activities of $82 million for the ~~nine~~three months ended ~~September 30, 2016.~~ March 31, 2020. The ~~decrease~~increase in net cash used in financing activities was primarily due ~~lower share repurchasing, as described in~~to the ~~“Dividends~~ partial repayment of our Senior secured term loans and ~~Share Repurchase Program”~~our Senior notesduring the three months ended March 31, 2021 as compared to the same period ~~of 2016, partially offset by~~ ~~lower net borrowings of~~for 2020. See Note 10– Long-Term Debt and other Financing Arrangements.

The operating, investing and financing activities above include Global Connect through the ~~revolving credit facility and higher dividends payments~~ ~~during the nine months ended September 30, 2017 as compared to the same period of 2016.~~Transaction close date.

Investments in property, plant, equipment, software and other assets totaled ~~$319~~$89 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 (including Global Connect through the Transaction close date) as compared to ~~$324~~$112 million for the ~~nine~~three months ended ~~September 30, 2016. In addition, we received $28 million of proceeds from~~March 31, 2020. The decrease in capital expenditures for the three months ended March 31, 2021, was primarily due to timing and the sale of ~~certain property, plant and equipment and other assets during the nine months ended September 30, 2017.~~Global Connect.

We have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

Effective January 1, 2021, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard which amends and ~~Other~~aims to simplify accounting disclosure requirements regarding a number of topics including: intraperiod tax allocation, accounting for deferred taxes when there are changes in consolidation of certain investments, tax basis step up in an acquisition and the application of effective rate changes during interim periods, amongst other improvements. Upon adoption, this new standard did not have a significant impact on our financial statements.

~~In January 2017,~~Reference Rate Reform-Facilitation of the ~~FASB~~Effects of Reference Rate Reform on Financial Reporting

On March 12, 2020, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (“~~ASU”~~ASC 848”)~~, “Intangibles—Goodwill~~: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and ~~Other~~”exceptions for applying GAAP to ~~simplify~~contracts, hedging relationships, and other transactions affected by reference rate reform. The provisions of ASC 848 must be applied at a Topic, Subtopic or Industry Subtopic for all transactions other than derivatives, which may be applied at a hedging relationship level. The Company has elected to apply the ~~subsequent measurement~~hedge accounting expedients related to probability and the assessments of ~~goodwill. The update requires only a single-step quantitative test~~effectiveness for future LIBOR-indexed cash flows to ~~identify and measure impairment~~assume that the index upon which future hedged transactions will be based matches the index on the ~~excess~~corresponding derivatives. Application of ~~a reporting unit's carrying amount over its fair value. A qualitative assessment may still be completed first for an entity~~these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to determine if a quantitative impairment test is necessary. The update is effective for fiscal year 2021 and is to be adopted on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We elected to early adopt this ASU effective January 1, 2017. There was no impact on our condensed consolidated financial statements.

~~Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets~~

~~In February 2017, the FASB issued an ASU, “Other Income~~—~~Gains and Losses from the Derecognition of Nonfinancial Assets”, which~~ ~~clarifies~~ the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. It requires the application of certain recognition and measurement principles in ASC 606 ~~when~~ derecognizing nonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer. This ASU is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2017. We are currently assessingevaluate the impact of the ~~adoption of this ASU will have on our condensed consolidated financial statements.~~guidance and may apply other elections as applicable as additional changes in the market occur.

~~Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~

~~In March 2017, the FASB issued an ASU,~~ ~~Compensation —Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~, which will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. This ASU is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2017. We are currently assessing the impact of the adoption of this ASU will have on our condensed consolidated financial statements.

~~In May 2017, the FASB issued an Accounting Standards Update (“ASU”), Compensation- Stock Compensation (Topic 718), “Scope of Modification Accounting~~”, which amends the scope of modification accounting for share-based payment arrangements. The standard provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The new standard is effective for annual periods beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. We do not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements.

In August 2017, the FASB issued Accounting Standards Update (“ASU”) “Derivatives and Hedging- Targeted Improvements to Accounting for Hedging Activities)” (“ASU 2017-12”). The amendments expand an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allow for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 ~~eliminates~~ the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, the standard simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We elected to early adopt this ASU during the third quarter 2017. See footnote 8 “Fair Value Measurement”, for the additional disclosures related to this ASU. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements.

~~In May 2014, the FASB issued an Accounting Standards Update (“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 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In addition, the new standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This standard is effective for annual periods beginning after December 15, 2017.

In 2014, we established a cross-functional implementation team consisting of representatives from across all of its business segments. Management utilized a bottoms-up approach to analyze the impact of the standard on our contract portfolio by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. In addition, management identified, and are in the process of implementing appropriate changes to our business processes, systems and controls to support the recognition and disclosure under the new standard. Based on management’s preliminary assessment, it believes the most significant impact the adoption of the new standard will have on its condensed consolidated financial statements are the required financial statement disclosures. We are continuing to assess the impact this ASU will have on recent acquisitions as well as which transition method we will use to adopt this ASU.

For information about our legal proceedings, see Note 13– Commitments 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, we 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 our future results of operations or cash flows in a particular period.Contingencies.

Our other contractual obligations include capital lease obligations (including interest portion), facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services and the payment of principal and interest on debt and pension fund obligations.

In October 2017, we amended and restated in its entirety, our Amended and Restated Master Services Agreement, dated as of October 1, 2007 with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”) (as amended prior to the Second Amendment and Restatement, the “Prior Agreement”) by entering into a Second Amended and Restated Master Services Agreement (the “Agreement”), dated as of October 1, 2017 and effective as of January 1, 2017 (the “Effective Date”), with TCS. The term of the Agreement has been extended for an additional five years, so as to expire on December 31, 2025, with three one-year renewal options granted us. We have committed to purchase services from TCS from the Effective Date through the remaining term of the Agreement (the “Minimum Commitment”) in the amount of $2.25 billion, including a commitment to purchase at least $320 million in services per year from 2017 through 2020, $186 million in services per year from 2021 through 2024, and $139.5 million in services in 2025 (in each of the foregoing cases, the “Annual Commitment”). In connection with the entry into the Agreement, the parties have agreed to terminate the separate Global Infrastructure Services Agreement between them as of the

Effective Date and include the services provided thereunder in one or more Statements of Work (“SOWs”) arising under the Agreement. TCS’s charges under such SOWs will continue to be credited against the Minimum Commitment and the Annual Commitment. TCS will globally provide us 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. As we order specific services under the Agreement, the parties will execute 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 us with the right to terminate the Agreement or SOWs, as applicable.

Market risk is the potential loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest rates. We actively monitor these exposures. Historically, in order to manage the volatility relating to these exposures, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Currently we only employ basic contracts, that is, without options, embedded or otherwise. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of our net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. It is our policy not to trade in financial instruments for speculative purposes.

We operate globally and predominantly generate ~~revenue~~revenues and expenses in local currencies. Approximately ~~41%~~16% of our revenues and ~~43%~~21% of our operating costs were generated in currencies other than the U.S. Dollar for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure. Typically, a one cent change in the U.S. Dollar/Euro exchange rate, holding all other currencies constant, will impact revenues by approximately $6$1 million annually, with an immaterial impact on our profitability.

~~During~~For the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, we recorded an insignificant net loss and a net loss of ~~zero and~~ $3 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in our condensed consolidated statements of operations. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, the notional ~~amount~~amounts of outstanding foreign currency derivative financial instruments were ~~$79~~$29 million and ~~$77~~$68 million, respectively.

The table below details the percentage of revenues and expenses by currency for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2021:

We continually review our fixed and variable rate debt along with related hedging opportunities in order to ensure our portfolio is appropriately balanced as part of our overall interest rate risk management strategy. At ~~September 30, 2017,~~March 31, 2021, we had ~~$4,073~~$3,611 million in carrying value of floating-rate debt under our senior secured credit facilities of which ~~$1,550~~$1,300 million was subject to effective floating-fixed interest rate swaps. A one percent increase in interest rates applied to our floating rate indebtedness would therefore increase annual interest expense by approximately ~~$25~~$23 million ($4136 million without giving effect to any of our interest rate swaps).

Derivative instruments involve, to varying degrees, elements of non-performance, or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties associated with these instruments, as these transactions were executed with a diversified group of major financial institutions with a minimum investment-grade or better credit rating. Our credit risk exposure is managed through the continuous monitoring of our exposures to such counterparties.

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and

reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~September 30, 2017~~March 31, 2021 (the “Evaluation Date”). Based on such evaluation and subject to the foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~We are subject to litigation~~ For information about our legal proceedings, see Note 13– Commitments 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, we do expect that the ultimate disposition of these matters will not have a material adverse effect on our 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 our future results of operations or cash flows in a particular period.Contingencies.

There have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

There were no unregistered sales of our common stock ~~for~~during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021.

Our Board approved a share repurchase program for up to $2 billion of our outstanding common stock on the dates indicated under Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividends and Share Repurchase Program.

The agreements and other documents filed as exhibits to this quarterly report on Form 10-Q are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.EXHIBIT INDEX

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

England and Wales		98-1225347
(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		~~A C~~ Nielsen House ~~London Road~~John Smith Drive Oxford Oxfordshire, ~~OX3 9RX~~OX4 2WB United Kingdom +1 (646) 654-5000
(Address of principal executive offices) (Zip Code) (Registrant’s telephone numbers including area code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value €0.07 per share	NLSN	New York Stock Exchange

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ ~~(Do not check if a small reporting company)~~	~~Small~~Smaller reporting company	☐

~~Emerging growth company~~	☐		Emerging growth company	☐

			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	- 3230 -
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	- 5144 -
Item 4.	Controls and Procedures	- 5244 -
PART II.	OTHER INFORMATION	- 5346 -
Item 1.	Legal Proceedings	- 5346 -
Item 1A.	Risk Factors	- 5346 -
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	- 5346 -
Item 3.	Defaults Upon Senior Securities	- 5346 -
Item 4.	Mine Safety Disclosures	- 5346 -
Item 5.	Other Information	- 5346 -
Item 6.	Exhibits	- 5446 -
	Signatures	- 5548 -

(IN MILLIONS)	Balance Beginning of Period		Charges to Expense			Deductions				Effect of Foreign Currency Translation	Balance at End of Period
Allowance for doubtful accounts
Three months ended March 31, 2021	$	11		$	1	$	-		$	-	$	12
Year ended December 31, 2020	$	8		$	7	$	(4	)	$	-	$	11

(IN MILLIONS) (UNAUDITED)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020

Nielsen
Audience Measurement	$	632	$	615
Outcomes/Content		231		227
Total	$	863	$	842

Timing of revenue recognition
Products transferred at a point in time	$	83	$	70
Products and services transferred over time		780		772
Total	$	863	$	842

(IN MILLIONS)
Identifiable assets acquired and liabilities assumed:
Cash	$	11
Other current assets		56
Property and equipment		12
Goodwill		314
Amortizable intangible assets		341
Other long-term assets		11
Deferred revenue		(22	)
Other current liabilities		(21	)
Deferred tax liabilities		(110	)
Other long-term liabilities		(7	)
Total	$	585

(IN MILLIONS)
Description	Amount		Useful Life
Customer-related intangibles	$	109		10 - 15 years
Content database		168		12 - 16 years
Trade names and trademarks		7		5 years
Computer software		57		7-8 years
Total	$	341

		Three Months Ended September 30,			Nine months Ended September 30,
(IN MILLIONS)		2017		2016		2017		2016
Revenues	$	1,641	$	1,618	$	4,829	$	4,799
Income from continuing operations	$	150	$	124	$	356	$	327

(IN MILLIONS)	Buy		Watch		Total				Nielsen
Balance, December 31, 2016	$	2,696	$	5,149	$	7,845
Balance, December 31, 2020							$	5,680
Acquisitions, divestitures and other adjustments		2		326		328		(16		)
Effect of foreign currency translation		154		25		179		(10		)
Balance, September 30, 2017	$	2,852	$	5,500	$	8,352
Balance, March 31, 2021							$	5,654

	Foreign Currency
	Translation								Post Employment
	Adjustments				Cash Flow Hedges				Benefits				Total
(IN MILLIONS)
Balance December 31, 2016	$	(856		)	$	(1		)	$	(354		)	$	(1,211		)
Other comprehensive income before reclassifications		224				1				—				225
Amounts reclassified from accumulated other comprehensive loss			—				2				10				12
Net current period other comprehensive income		224				3				10				237
Net current period other comprehensive income attributable to noncontrolling interest		5				—				—				5
Net current period other comprehensive income attributable to Nielsen stockholders		219				3				10				232
Balance September 30, 2017	$	(637		)	$	2			$	(344		)	$	(979		)

	Total
(IN MILLIONS)	Initiatives			Total Initiatives
Balance at December 31, 2016	$	73
Balance at December 31, 2020				$	14
Charges		48			-
Payments		(72	)		(7	)
Effect of foreign currency translation and reclassification adjustments		3
Balance at September 30, 2017	$	52
Balance at March 31, 2021				$	7

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.

	Notional Amount		Maturity Date	Currency
Interest rate swaps designated as hedging instruments
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	May 2018	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	150,000,000	April 2019	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	June 2019	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	150,000,000	July 2019	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	July 2020	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	July 2020	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	October 2020	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	October 2021	US Dollar
US Dollar term loan floating-to-fixed rate swaps	$	250,000,000	July 2022	US Dollar

							Amount of Loss										Amount of (Gain)/Loss
	Amount of (Gain)/Loss						Reclassified from AOCI				Amount of (Gain)/Loss						Reclassified from AOCI
	Recognized in OCI					Location of Loss	into Income				Recognized in OCI					Location of (Gain)/ Loss	into Income
	(Effective Portion)					Reclassified from AOCI	(Effective Portion)				(Effective Portion)					Reclassified from AOCI	(Effective Portion)
Derivatives in Cash Flow	Nine months Ended					into Income (Effective	Nine months Ended				Three Months Ended					into Income (Effective	Three Months Ended
Hedging Relationships	September 30,					Portion)	September 30,				March 31,					Portion)	March 31,
(IN MILLIONS)	2017			2016			2017		2016		2021			2020			2021		2020
Interest rate swaps	$	(2	)	$	11	Interest expense	$	4	$	5	$	(1	)	$	47	Interest expense	$	6		$	2

	September 30, 2017							December 31, 2016
	Weighted							Weighted
	Interest			Carrying		Fair		Interest			Carrying		Fair
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value
$2,080 million Senior secured term loan (LIBOR based variable rate of 3.24%) due 2019				$	1,391		1,398				$	1,768		1,785
$1,900 million Senior secured term loan (LIBOR based variable rate of 3.15%) due 2023				—		—						1,892		1,922
$2,250 million Senior secured term loan (LIBOR based variable rate of 3.24%) due 2023					2,237		2,247				—		—
€380 million Senior secured term loan (Euro LIBOR based variable rate of 2.10%) due 2021					445		449					399		402
Total senior secured credit facilities (with weighted-average interest rate)		3.21	%		4,073		4,094		2.95	%		4,059		4,109
$800 million 4.50% senior debenture loan due 2020					795		809					794		813
$625 million 5.50% senior debenture loan due 2021					619		643					618		649
$2,300 million 5.00% senior debenture loan due 2022					2,288		2,382					2,285		2,340
$500 million 5.00% senior debenture loan due 2025					495		520				—		—
Total debenture loans (with weighted-average interest rate)		5.22	%		4,197		4,354		5.22	%		3,697		3,802
Other loans					1		1					7		7
Total long-term debt		4.24	%		8,271		8,449		4.04	%		7,763		7,918
Capital lease and other financing obligations					173							158
Bank overdrafts					—							5
Total debt and other financing arrangements					8,444							7,926
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					67							188
Non-current portion of long-term debt and capital lease and other financing obligations				$	8,377						$	7,738

(IN MILLIONS)
For October 1, 2017 to December 31, 2017	$	3
2018		28
2019		1,401
2020		818
2021		1,071
2022		2,325
Thereafter		2,625
	$	8,271

(IN MILLIONS)
For April 1, 2021 to December 31, 2021	$	824
2022		—
2023		2,580
2024		—
2025		1,529
2026		—
Thereafter		1,725
	$	6,658

	~~Nine months~~Three Months Ended
	~~September 30, 2017~~March 31, 2021
Actual number of shares of common stock outstanding
Beginning of period		~~357,465,614~~357,644,935
Shares of common stock issued through compensation plans		~~1,222,481~~852,258
Employee benefit trust activity		~~230,491~~
~~Repurchases of common stock~~		(~~2,750,586~~62	)
End of period		~~356,168,000~~358,497,131

Declaration Date	Record Date	Payment Date	Dividend Per Share
February 18, 2016	March 3, 2016	March 17, 2016	$	0.28
April 19, 2016	June 2, 2016	June 16, 2016	$	0.31
July 21, 2016	August 25, 2016	September 8, 2016	$	0.31
October 20, 2016	November 22, 2016	December 6, 2016	$	0.31
February 16, 2017	March 2, 2017	March 16, 2017	$	0.31
April 24, 2017	June 2, 2017	June 16, 2017	$	0.34
July 20, 2017	August 24, 2017	September 7, 2017	$	0.34

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

					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, 2016		33,837,526	$	46.16		33,837,526	$	437,970,016
2017 Activity
January 1- 31	—		$	—	—		$	437,970,016
February 1- 28		564,623	$	45.30		564,623	$	412,392,848
March 1- 31		365,228	$	45.15		365,228	$	395,903,537
April 1-30		—	$	—		—	$	395,903,537
May 1-31		1,020,212	$	40.65		1,020,212	$	354,426,944
June 1-30		—	$	—		—	$	354,426,944
July 1-31		—	$	—		—	$	354,426,944
August 1-31		698,062	$	41.77		698,062	$	325,268,111
September 1-30		102,461	$	39.25		102,461	$	321,246,116
Total		36,588,112	$	45.88		36,588,112

(IN MILLIONS)	Buy		Watch		Corporate				Total
Three Months Ended September 30, 2017
Revenues	$	803	$	838	$		—		$	1,641
Depreciation and amortization	$	53	$	106	$	1			$	160
Restructuring charges	$	4	$	2	$	1			$	7
Stock-based compensation expense	$	3	$	2	$	3			$	8
Other items⁽¹⁾	$	—	$	—	$	10			$	10
Operating income/(loss)	$	85	$	280	$	(28		)	$	337
Business segment income/(loss)⁽²⁾	$	145	$	390	$	(13		)	$	522
Total assets as of September 30, 2017	$	6,925	$	9,706	$	(46		)	$	16,585

(IN MILLIONS)
Three Months Ended September 30, 2016
Revenues	$	809	$	761	$		—		$	1,570
Depreciation and amortization	$	53	$	97	$	1			$	151
Restructuring charges	$	15	$	2	$	12			$	29
Stock-based compensation expense	$	3	$	2	$	6			$	11
Other items⁽¹⁾	$	—	$	—	$	11			$	11
Operating income/(loss)	$	79	$	259	$	(42		)	$	296
Business segment income/(loss)⁽²⁾	$	150	$	360	$	(12		)	$	498
Total assets as of December 31, 2016	$	6,697	$	8,905	$	128			$	15,730

(IN MILLIONS)
Nine months Ended September 30, 2016
Revenues	$	2,454	$	2,199	$	—		$	4,653
Depreciation and amortization	$	158	$	289	$	3		$	450
Restructuring charges	$	42	$	7	$	24		$	73
Stock-based compensation expense	$	12	$	7	$	18		$	37
Other items ⁽¹⁾	$	2	$	2	$	24		$	28
Operating income/(loss)	$	216	$	684	$	(98	)	$	802
Business segment income/(loss) ⁽²⁾	$	430	$	989	$	(29	)	$	1,390

										Non-
(IN MILLIONS)	Parent			Issuers			Guarantor			Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	899		$	742		$	—		$	1,641
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			356			336			—			692
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		1			—			197			247			—			445
Depreciation and amortization		—			—			126			34			—			160
Restructuring charges		—			—			3			4			—			7
Operating (loss)/income		(1	)		—			217			121			—			337
Interest income		—			238			10			—			(247	)		1
Interest expense		—			(90	)		(241	)		(11	)		247			(95	)
Other income/(expense), net		—			—			90			(91	)		—			(1	)
(Loss)/income from continuing operations before income taxes and equity in net income of subsidiaries		(1	)		148			76			19			—			242
Provision for income taxes		—			(52	)		(37	)		(3	)		—			(92	)
Equity in net income of subsidiaries		147			61			108			—			(316	)		—
Net income		146			157			147			16			(316	)		150
Less net income attributable to noncontrolling interests		—			—			—			4			—			4
Net income attributable to controlling interest		146			157			147			12			(316	)		146
Total other comprehensive income/(loss)		72			(6	)		72			69			(135	)		72
Total comprehensive income		218			151			219			85			(451	)		222
Comprehensive income attributable to noncontrolling interests		—			—			—			4			—			4
Total comprehensive income attributable to controlling interest	$	218		$	151		$	219		$	81		$	(451	)	$	218

(IN MILLIONS)	Parent			Issuer			Guarantor			Non- Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	2,668		$	1,985		$	—		$	4,653
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			985			952			—			1,937
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		3			—			735			653			—			1,391
Depreciation and amortization		—			—			364			86			—			450
Restructuring charges		—			—			40			33			—			73
Operating (loss)/income		(3	)		—			544			261			—			802
Interest income		—			653			29			4			(683	)		3
Interest expense		(3	)		(230	)		(668	)		(29	)		683			(247	)
Foreign currency exchange transaction losses, net		—			—			(1	)		(2	)		—			(3	)
Other (expense)/income, net		—			(1	)		95			(94	)		—			—
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates		(6	)		422			(1	)		140			—			555
(Provision)/benefit for income taxes		—			(148	)		7			(67	)		—			(208	)
Equity in net income of subsidiaries		349			150			344			—			(843	)		—
Equity in net (loss)/income of affiliates		—			—			(1	)		1			—			—
Net income		343			424			349			74			(843	)		347
Less net income attributable to noncontrolling interests		—			—			—			4			—			4
Net income attributable to controlling interest		343			424			349			70			(843	)		343
Total other comprehensive income/(loss)		38			(12	)		38			37			(65	)		36
Total other comprehensive loss attributable to noncontrolling interests		—			—			—			(2	)		—			(2	)
Total other comprehensive income/(loss) attributable to controlling interests		38			(12	)		38			39			(65	)		38
Total comprehensive income		381			412			387			111			(908	)		383
Comprehensive income attributable to noncontrolling interests		—			—			—			2			—			2
Total comprehensive income attributable to controlling interests	$	381		$	412		$	387		$	109		$	(908	)	$	381

	Nine months Ended September 30,						Three Months Ended March 31,
	2017			2016			2021			2020
U.S. Dollar		59	%		60	%		84	%		85	%
Euro		10	%		10	%		5	%		4	%
Other Currencies		31	%		30	%		11	%		11	%
Total		100	%		100	%		100	%		100	%

(IN MILLIONS)	Three Months Ended September 30, 2017		Three Months Ended September 30, 2016		% Variance 2017 vs. 2016 Reported			Three Months Ended September 30, 2016 Constant Currency		% Variance 2017 vs. 2016 Constant Currency
Emerging Markets	$	297	$	267		11.2	%	$	268		10.8	%
Developed Markets		491		509		(3.5	)%		519		(5.4	)%
Core Buy		788		776		1.5	%		787		0.1	%
Corporate		15		33		(54.5	)%		33		(54.5	)%
Buy Segment	$	803	$	809		(0.7	)%	$	820		(2.1	)%

Marketing Effectiveness	$	89	$	75		18.7	%	$	77		15.6	%
Audio		127		137		(7.3	)%		137		(7.3	)%
Audience Measurement (Video and Text)		580		496		16.9	%		498		16.5	%
Core Watch		796		708		12.4	%		712		11.8	%
Corporate/Other Watch		42		53		(20.8	)%		52		(19.2	)%
Watch Segment	$	838	$	761		10.1	%	$	764		9.7	%
Total Core (Buy/Watch)		1,584		1,484		6.7	%		1,499		5.7	%
Total	$	1,641	$	1,570		4.5	%	$	1,584		3.6	%

THREE MONTHS ENDED SEPTEMBER 30, 2017 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	85		$	4	$	53	$	3	$	—	$	145
Watch		280			2		106		2		—		390
Corporate and Eliminations		(28	)		1		1		3		10		(13	)
Total Nielsen	$	337		$	7	$	160	$	8	$	10	$	522

THREE MONTHS ENDED SEPTEMBER 30, 2016 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items ⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	79		$	15	$	53	$	3	$	—	$	150
Watch		259			2		97		2		—		360
Corporate and Eliminations		(42	)		12		1		6		11		(12	)
Total Nielsen	$	296		$	29	$	151	$	11	$	11	$	498

(IN MILLIONS)	Three Months Ended September 30, 2017 Reported			Three Months Ended September 30, 2016 Reported			% Variance 2017 vs. 2016 Reported			Three Months Ended September 30, 2016 Constant Currency			% Variance 2017 vs. 2016 Constant Currency
Non-GAAP Business Segment Income/(Loss)
Buy	$	145		$	150			(3.3	)%	$	153			(5.2	)%
Watch		390			360			8.3	%		362			7.7	%
Corporate and Eliminations		(13	)		(12	)		NM			(13	)		NM
Total Nielsen	$	522		$	498			4.8	%	$	502			4.0	%

(IN MILLIONS)	Nine months Ended September 30, 2017		Nine months Ended September 30, 2016		% Variance 2017 vs. 2016 Reported			Nine months Ended September 30, 2016 Constant Currency		% Variance 2017 vs. 2016 Constant Currency
Emerging Markets	$	860	$	780		10.3	%	$	780		10.3	%
Developed Markets		1,472		1,551		(5.1	)%		1,543		(4.6	)%
Core Buy		2,332		2,331		(0.0	)%		2,323		0.4	%
Corporate		51		123		(58.5	)%		123		(58.5	)%
Buy Segment	$	2,383	$	2,454		(2.9	)%	$	2,446		(2.6	)%

Marketing Effectiveness	$	237	$	204		16.2	%	$	204		16.2	%
Audio		370		380		(2.6	)%		380		(2.6	)%
Audience Measurement (Video and Text)		1,682		1,459		15.3	%		1,459		15.3	%
Core Watch		2,289		2,043		12.0	%		2,043		12.0	%
Corporate/Other Watch		139		156		(10.9	)%		153		(9.2	)%
Watch Segment	$	2,428	$	2,199		10.4	%	$	2,196		10.6	%
Total Core (Buy/Watch)		4,621		4,374		5.6	%		4,366		5.8	%
Total	$	4,811	$	4,653		3.4	%	$	4,642		3.6	%

NINE MONTHS ENDED SEPTEMBER 30, 2017 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	219		$	31	$	156	$	10	$	—	$	416
Watch		734			9		318		9		—		1,070
Corporate and Eliminations		(85	)		8		3		16		28		(30	)
Total Nielsen	$	868		$	48	$	477	$	35	$	28	$	1,456

NINE MONTHS ENDED SEPTEMBER 30, 2016 (IN MILLIONS)	Operating Income/(Loss)			Restructuring Charges		Depreciation and Amortization		Stock-Based Compensation Expense		Other Items⁽¹⁾		Non-GAAP Business Segment Income/(Loss)
Buy	$	216		$	42	$	158	$	12	$	2	$	430
Watch		684			7		289		7		2		989
Corporate and Eliminations		(98	)		24		3		18		24		(29	)
Total Nielsen	$	802		$	73	$	450	$	37	$	28	$	1,390