Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | NLSNNV |
Entity Registrant Name | Nielsen Holdings plc |
Entity Central Index Key | 1,492,633 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 356,168,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,641 | $ 1,570 | $ 4,811 | $ 4,653 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 692 | 642 | 2,031 | 1,937 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 445 | 452 | 1,387 | 1,391 |
Depreciation and amortization | 160 | 151 | 477 | 450 |
Restructuring charges | 7 | 29 | 48 | 73 |
Operating income | 337 | 296 | 868 | 802 |
Interest income | 1 | 1 | 3 | 3 |
Interest expense | (95) | (85) | (277) | (247) |
Foreign currency exchange transaction gains/(losses), net | 2 | (9) | (3) | |
Other expense, net | (1) | (3) | ||
Income from continuing operations before income taxes | 242 | 214 | 582 | 555 |
Provision for income taxes | (92) | (82) | (226) | (208) |
Net income | 150 | 132 | 356 | 347 |
Net income attributable to noncontrolling interests | 4 | 2 | 8 | 4 |
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 |
Weighted-average shares of common stock outstanding, basic | 356,426,891 | 357,088,498 | 356,881,905 | 359,303,099 |
Dilutive shares of common stock | 1,265,224 | 3,486,309 | 1,391,915 | 3,686,397 |
Weighted-average shares of common stock outstanding, diluted | 357,692,115 | 360,574,807 | 358,273,820 | 362,989,496 |
Dividends declared per common share | $ 0.34 | $ 0.31 | $ 0.99 | $ 0.90 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 150 | $ 132 | $ 356 | $ 347 | |
Other comprehensive income/(loss), net of tax | |||||
Foreign currency translation adjustments | [1] | 66 | (15) | 224 | 35 |
Changes in the fair value of cash flow hedges | [2] | 2 | 4 | 3 | (6) |
Defined benefit pension plan adjustments | [3] | 4 | 10 | 7 | |
Total other comprehensive income/(loss) | 72 | (11) | 237 | 36 | |
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 | |
[1] | Net of tax of $6 million and $1 million for the three months ended September 30, 2017 and 2016, respectively, and $20 million and $4 million for the nine months ended September 30, 2017 and 2016, respectively | ||||
[2] | Net of tax of $(2) million for each of the three months ended September 30, 2017 and 2016, respectively, and $(2) million and zero for the nine months ended September 30, 2017 and 2016, respectively | ||||
[3] | Net of tax of $(1) million for each of the three months ended September 30, 2017 and 2016, respectively, and $(3) million and $1 million for the nine months ended September 30, 2017 and 2016, respectively |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 6 | $ 1 | $ 20 | $ 4 |
Changes in the fair value of cash flow hedges, tax | (2) | (2) | (2) | 0 |
Defined benefit pension plan adjustments, tax | $ (1) | $ (1) | $ (3) | $ 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
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 |
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) | ||
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 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) $ in Millions | Sep. 30, 2017USD ($)shares | Sep. 30, 2017€ / shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2016€ / shares |
Statement Of Financial Position [Abstract] | ||||
Trade and other receivables, allowances for doubtful accounts and sales returns | $ | $ 24 | $ 25 | ||
Common stock, par value | € / shares | € 0.07 | € 0.07 | ||
Common stock, shares authorized | 1,185,800,000 | 1,185,800,000 | ||
Common stock, shares issued | 356,217,848 | 357,745,953 | ||
Common stock, shares outstanding | 356,168,000 | 357,465,614 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 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) |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | 1. Background and Basis of Presentation Background Nielsen Holdings plc (“Nielsen” or the “Company”), together with its subsidiaries, is a leading global performance management company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen is aligned into two reporting segments: what consumers buy (“Buy”) and what consumers watch and listen to (“Watch”). Nielsen has a presence in more than 100 countries, with its registered office located in Oxford, the United Kingdom and headquarters located in New York, USA. Basis of Presentation 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. (“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. 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 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. Earnings per Share 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 consist of employee stock options, restricted stock units and deferred stock units. The effect of 4,141,427 and 472,433 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2017 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, respectively, as such shares would have been anti-dilutive. Accounts Receivable During the nine months ended September 30, 2017, Nielsen sold $67 million of accounts receivable to a third party 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 million remained outstanding. The sale was accounted for as a true sale, without recourse. Nielsen maintains servicing responsibilities of the receivables, for which the related costs are not significant. The proceeds of $67 million from the sale were reported as a component of the changes in trade receivables, net within operating activities in the condensed consolidated statement of cash flows. |
Summary of Recent Accounting Pr
Summary of Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Recent Accounting Pronouncements | 2. Summary of Recent Accounting Pronouncements Intangibles- Goodwill and Other In January 2017, the FASB issued an Accounting Standards Update (“ASU”), “Intangibles—Goodwill and Other” to simplify the subsequent measurement of goodwill. The update requires only a single-step quantitative test to identify and measure impairment based on the excess 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 on the Company’s 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. The Company is currently assessing 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 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. The Company is currently assessing the impact of the adoption of this ASU will have on the Company’s condensed consolidated financial statements . Compensation- Stock Compensation 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. Nielsen does not expect the adoption of this ASU to have a material impact on the Company’s condensed consolidated financial statements. Derivatives and Hedging 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 Revenue Recognition 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. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | 3. Business Acquisitions Gracenote On February 1, 2017, Nielsen completed the acquisition of Gracenote, through the purchase of 100% of Gracenote’s outstanding common stock for a total purchase price of $585 million. Nielsen 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 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. 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 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 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: ( 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 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 the Company is in 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 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: (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 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: 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 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. Other Acquisitions For the nine months ended September 30, 2017, excluding Gracenote, Nielsen paid cash consideration of $28 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these current period 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, the impact on Nielsen’s consolidated results of operations would not have been material. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets Goodwill The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2017. (IN MILLIONS) Buy Watch Total Balance, December 31, 2016 $ 2,696 $ 5,149 $ 7,845 Acquisitions, divestitures and other adjustments 2 326 328 Effect of foreign currency translation 154 25 179 Balance, September 30, 2017 $ 2,852 $ 5,500 $ 8,352 At September 30, 2017, $64 million of the goodwill is expected to be deductible for income tax purposes. Other Intangible Assets Gross Amounts Accumulated Amortization September 30, December 31, September 30, December 31, (IN MILLIONS) 2017 2016 2017 2016 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 147 140 (98 ) (88 ) Customer-related intangibles 3,161 3,035 (1,427 ) (1,312 ) Covenants-not-to-compete 39 39 (37 ) (36 ) Content databases (1) 168 — (9 ) — Computer software 2,564 2,223 (1,448 ) (1,258 ) Patents and other 172 173 (111 ) (101 ) Total $ 6,251 $ 5,610 $ (3,130 ) $ (2,795 ) (1) T he content databases were acquired as part of the Gracenote acquisition on February 1, 2017 These databases represent metadata used in Gracenote’s Video, Music/Auto and Sports product offerings that is not easily replicated due to its quantity and the relationships needed to acquire the data. The estimated remaining useful life of these content databases is 12 to 16 years. Amortization expense associated with the above intangible assets was $114 million and $107 million for the three months ended September 30, 2017 and 2016, respectively. These amounts included amortization expense associated with computer software of $64 million and $59 million for the three months ended September 30, 2017 and 2016, respectively. Amortization expense associated with the above intangible assets was $341 million and $317 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. |
Changes in and Reclassification
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component | 5. Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2017 and 2016. 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 ) Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2015 $ (767 ) $ (3 ) $ (289 ) $ (1,059 ) Other comprehensive income/(loss) before reclassifications 35 (9 ) 1 27 Amounts reclassified from accumulated other comprehensive loss — 3 6 9 Net current period other comprehensive income/(loss) 35 (6 ) 7 36 Net current period other comprehensive loss attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive income/(loss) attributable to Nielsen stockholders 37 (6 ) 7 38 Balance September 30, 2016 $ (730 ) $ (9 ) $ (282 ) $ (1,021 ) The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended September 30, 2017 and 2016, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components September 30, 2017 September 30, 2016 Statement of Operations Cash flow hedges Interest rate contracts $ 2 $ 2 Interest expense 1 1 Benefit for income taxes $ 1 $ 1 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 4 $ — (a) 1 — Benefit for income taxes $ 3 $ — Total, net of tax Total reclassification for the period $ 4 $ 1 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. The table below summarizes the reclassification of accumulated other comprehensive loss by component for the nine months ended September 30, 2017 and 2016, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Nine Months Ended Nine Months Ended Condensed Consolidated Income components September 30, 2017 September 30, 2016 Statement of Operations Cash flow hedges Interest rate contracts $ 4 $ 5 Interest expense 2 2 Benefit for income taxes $ 2 $ 3 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 13 $ 9 (a) 3 3 Benefit for income taxes $ 10 $ 6 Total, net of tax Total reclassification for the period $ 12 $ 9 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Activities | 6. Restructuring Activities A summary of the changes in the liabilities for restructuring activities is provided below: Total (IN MILLIONS) Initiatives Balance at December 31, 2016 $ 73 Charges 48 Payments (72 ) Effect of foreign currency translation and reclassification adjustments 3 Balance at September 30, 2017 $ 52 Nielsen recorded $7 million and $48 million in restructuring charges for the three and nine months ended September 30, 2017, respectively, primarily relating to severance costs. 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 million in remaining liabilities for restructuring actions, $42 million 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable and may not be corroborated by market data. Financial Assets and Liabilities Measured on a Recurring Basis The Company’s financial assets and liabilities are measured and recorded at fair value, except for equity method investments, cost method investments, and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016: September 30, (IN MILLIONS) 2017 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) $ 32 32 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 7 — 7 — Total $ 41 $ 34 $ 7 — Liabilities: Interest rate swap arrangements (3) $ 3 — $ 3 — Deferred compensation liabilities (4) 32 32 — — Total $ 35 $ 32 $ 3 — December 31, 2016 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) $ 32 32 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 3 — 3 Total $ 37 $ 34 3 — Liabilities: Interest rate swap arrangements (3) $ 5 — $ 5 — Deferred compensation liabilities (4) 32 32 — — Total $ 37 $ 32 $ 5 — (1) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net. (2) Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. (3) Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. (4) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. Derivative Financial Instruments Nielsen primarily uses interest rate swap derivative instruments to manage 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 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote. It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where if the Company either defaults in payment obligations under its credit facility or if such obligations are accelerated by the lenders, then the Company could also be declared in default on its derivative obligations. At September 30, 2017, Nielsen had no material exposure to potential economic losses due to counterparty credit default risk or cross-default risk on its derivative financial instruments. Foreign Currency Exchange Risk During the nine months ended September 30, 2017 and 2016, Nielsen recorded a net loss of zero and $3 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions gains/(losses), net in our condensed consolidated statements of operations. As of September 30, 2017 and December 31, 2016 the notional amount of the outstanding foreign currency derivative financial instruments were $79 million and $77 million, respectively. Interest Rate Risk Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollar and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. For these derivatives, Nielsen reports the after-tax gain or loss as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction. In 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, the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 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 The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and nine months ended September 30, 2017 and 2016: Interest Expense Three Months Ended Nine Months Ended September 30, September 30, (IN MILLIONS) 2017 2016 2017 2016 Interest expense- (Location in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 95 $ 85 $ 277 $ 247 Amount of loss reclassified from accumulated other comprehensive income into income, net of tax $ 1 $ 1 $ 2 $ 3 Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax $ — $ — $ — $ — Nielsen expects to recognize approximately $3 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. Fair Values of Derivative Instruments in the Consolidated Balance Sheets The fair values of the Company’s derivative instruments as of September 30, 2017 and December 31, 2016 were as follows: September 30, 2017 December 31, 2016 Derivatives Designated as Hedging Instruments Accounts Payable Accounts Payable Other Other Non- Current and Other Current Other Non-Current Other Non-Current and Other Current Non-Current (IN MILLIONS) Assets Liabilities Liabilities Assets Liabilities Liabilities Interest rate swaps $ 7 $ 1 $ 2 $ 3 $ 1 $ 4 Derivatives in Cash Flow Hedging Relationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended September 30, 2017 and 2016 was as follows: Amount of Loss Amount of Gain Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships September 30, Portion) September 30, (IN MILLIONS) 2017 2016 2017 2016 Interest rate swaps $ 3 $ 4 Interest expense $ 2 $ 2 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: Amount of Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Nine months Ended into Income (Effective Nine months Ended Hedging Relationships September 30, Portion) September 30, (IN MILLIONS) 2017 2016 2017 2016 Interest rate swaps $ (2 ) $ 11 Interest expense $ 4 $ 5 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis 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. The Company did not measure any material non-financial assets or liabilities at fair value during the nine months ended September 30, 2017. |
Long-term Debt and Other Financ
Long-term Debt and Other Financing Arrangements | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Other Financing Arrangements | 8. Long-term Debt and Other Financing Arrangements Unless otherwise stated, interest rates are as of September 30, 2017. 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 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. Annual maturities of Nielsen’s long-term debt are as follows: (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 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Common stock activity is as follows: Nine months Ended September 30, 2017 Actual number of shares of common stock outstanding Beginning of period 357,465,614 Shares of common stock issued through compensation plans 1,222,481 Employee benefit trust activity 230,491 Repurchases of common stock (2,750,586 ) End of period 356,168,000 On January 31, 2013, the Company’s Board of Directors adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The below table summarizes the dividends declared on Nielsen’s common stock during 2016 and the nine months ended September 30, 2017. 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 On October 19, 2017, the Company’s Board of Directors declared a cash dividend of $0.34 per share on our common stock. The dividend is payable on December 5, 2017 to stockholders of record at the close of business on November 21, 2017. The dividend policy and the payment of future cash dividends are subject to the discretion of the Company’s Board of Directors. Nielsen’s Board approved a share repurchase program, as included in the below table, for up to $2 billion in the aggregate of our outstanding common stock. The primary purposes of the program are to return value to shareholders and to mitigate dilution associated with our equity compensation plans. Board Approval Share Repurchase Authorization ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 Repurchases under these plans will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on our evaluation of market conditions and other factors. This program has been executed within the limitations of the authority granted by Nielsen’s shareholders. As of September 30, 2017, there have been 36,588,112 shares of our common stock purchased at an average price of $45.88 per share (total consideration of approximately $1,679 million) under this program. 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 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The effective tax rate for each of the three months ended September 30, 2017 and 2016 was 38%, respectively. The tax rate for the three 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. The tax rate for the three 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 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. The estimated liability for unrecognized income tax benefits as of December 31, 2017 is $436 million and was $432 million as of December 31, 2016. 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 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 through 2015. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings and Contingencies Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does expect that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period. Subsequent Event Outsourced Services Agreements In October 2017, Nielsen amended and restated 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 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 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 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 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 Nielsen with the right to terminate the Agreement or SOWs, as applicable. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segments | 12. Segments The Company aligns its operating segments in order to conform to management’s internal reporting structure, which is reflective of service offerings by industry. Management aggregates such operating segments into two reporting segments: what consumers buy (“Buy”), consisting principally of market research information and analytical services; and what consumers watch (“Watch”), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. Corporate consists principally of unallocated items such as certain facilities and infrastructure costs as well as intersegment eliminations. Certain corporate costs, other than those described above, including those related to selling, finance, legal, human resources, and information technology systems, are considered operating costs and are allocated to the Company’s segments based on either the actual amount of costs incurred or on a basis consistent with the operations of the underlying segment. Information with respect to the operations of each of Nielsen’s business segments is set forth below based on the nature of the services offered and geographic areas of operations. Business Segment Information (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) Buy Watch Corporate Total Nine months Ended September 30, 2017 Revenues $ 2,383 $ 2,428 $ — $ 4,811 Depreciation and amortization $ 156 $ 318 $ 3 $ 477 Restructuring charges $ 31 $ 9 $ 8 $ 48 Stock-based compensation expense $ 10 $ 9 $ 16 $ 35 Other items (1) $ — $ — $ 28 $ 28 Operating income/(loss) $ 219 $ 734 $ (85 ) $ 868 Business segment income/(loss) (2) $ 416 $ 1,070 $ (30 ) $ 1,456 (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 (1) Other items primarily consist of transaction related costs and business optimization costs for the three and nine months ended September 30, 2017. Other items primarily consist of business optimization costs for the three and nine months ended September 30, 2016. (2) The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. |
Guarantor Financial Information
Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2017 | |
Guarantees [Abstract] | |
Guarantor Financial Information | 13. Guarantor Financial Information The following supplemental financial information is being provided for purposes of compliance with reporting covenants contained in certain debt obligations of Nielsen and its subsidiaries. The financial information sets forth for Nielsen, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, the consolidating balance sheet as of 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. Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2017 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 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 884 $ 686 $ — $ 1,570 Cost of revenues, exclusive of depreciation — — 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 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2017 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 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2016 (IN MILLIONS) Parent Issuer Guarantor Non- 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 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 — — — 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 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) September 30, 2017 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 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2016 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 5 $ 1 $ 219 $ 529 $ — $ 754 Trade and other receivables, net 2 — 478 691 — 1,171 Prepaid expenses and other current assets — — 185 112 — 297 Intercompany receivables — 862 312 167 (1,341 ) — Total current assets 7 863 1,194 1,499 (1,341 ) 2,222 Non-current assets Property, plant and equipment, net — — 307 164 — 471 Goodwill — — 5,728 2,117 — 7,845 Other intangible assets, net — — 4,248 488 — 4,736 Deferred tax assets 2 — (1 ) 126 — 127 Other non-current assets — 3 245 81 — 329 Equity investment in subsidiaries 4,117 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 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2017 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 — — (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 — — (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 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Consolidated Net cash (used in)/provided by operating activities $ (4 ) $ 170 $ 412 $ 175 $ 753 Investing activities: Acquisition of subsidiaries and affiliates, — — (239 ) (24 ) (263 ) Additions to property, plant and equipment and — — (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 — — 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 — — 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 $ (7 ) $ 18 $ 27 $ 408 $ 446 |
Background and Basis of Prese21
Background and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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. (“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. 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 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. |
Earnings per Share | Earnings per Share 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 consist of employee stock options, restricted stock units and deferred stock units. The effect of 4,141,427 and 472,433 shares of common stock equivalents under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2017 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, respectively, as such shares would have been anti-dilutive. |
Accounts Receivable | Accounts Receivable During the nine months ended September 30, 2017, Nielsen sold $67 million of accounts receivable to a third party 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 million remained outstanding. The sale was accounted for as a true sale, without recourse. Nielsen maintains servicing responsibilities of the receivables, for which the related costs are not significant. The proceeds of $67 million from the sale were reported as a component of the changes in trade receivables, net within operating activities in the condensed consolidated statement of cash flows. |
Intangibles- Goodwill and Other | Intangibles- Goodwill and Other In January 2017, the FASB issued an Accounting Standards Update (“ASU”), “Intangibles—Goodwill and Other” to simplify the subsequent measurement of goodwill. The update requires only a single-step quantitative test to identify and measure impairment based on the excess 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 on the Company’s condensed consolidated financial statements . |
Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets | 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. The Company is currently assessing 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 and Net Periodic Postretirement Benefit Cost | 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. The Company is currently assessing the impact of the adoption of this ASU will have on the Company’s condensed consolidated financial statements . |
Compensation- Stock Compensation | Compensation- Stock Compensation 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. Nielsen does not expect the adoption of this ASU to have a material impact on the Company’s condensed consolidated financial statements. |
Derivatives and Hedging | Derivatives and Hedging 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 |
Revenue Recognition | Revenue Recognition 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. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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: ( 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 |
Intangible Assets and Estimated Useful Lives | Intangible assets and their estimated useful lives consist of the following: (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 |
Pro Forma Information | 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: 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 |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2017. (IN MILLIONS) Buy Watch Total Balance, December 31, 2016 $ 2,696 $ 5,149 $ 7,845 Acquisitions, divestitures and other adjustments 2 326 328 Effect of foreign currency translation 154 25 179 Balance, September 30, 2017 $ 2,852 $ 5,500 $ 8,352 |
Other Intangible Assets | Other Intangible Assets Gross Amounts Accumulated Amortization September 30, December 31, September 30, December 31, (IN MILLIONS) 2017 2016 2017 2016 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 147 140 (98 ) (88 ) Customer-related intangibles 3,161 3,035 (1,427 ) (1,312 ) Covenants-not-to-compete 39 39 (37 ) (36 ) Content databases (1) 168 — (9 ) — Computer software 2,564 2,223 (1,448 ) (1,258 ) Patents and other 172 173 (111 ) (101 ) Total $ 6,251 $ 5,610 $ (3,130 ) $ (2,795 ) (1) T he content databases were acquired as part of the Gracenote acquisition on February 1, 2017 These databases represent metadata used in Gracenote’s Video, Music/Auto and Sports product offerings that is not easily replicated due to its quantity and the relationships needed to acquire the data. The estimated remaining useful life of these content databases is 12 to 16 years. |
Changes in and Reclassificati24
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Loss, Net of Tax by Component | The table below summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2017 and 2016. 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 ) Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2015 $ (767 ) $ (3 ) $ (289 ) $ (1,059 ) Other comprehensive income/(loss) before reclassifications 35 (9 ) 1 27 Amounts reclassified from accumulated other comprehensive loss — 3 6 9 Net current period other comprehensive income/(loss) 35 (6 ) 7 36 Net current period other comprehensive loss attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive income/(loss) attributable to Nielsen stockholders 37 (6 ) 7 38 Balance September 30, 2016 $ (730 ) $ (9 ) $ (282 ) $ (1,021 ) |
Summary of Reclassification of Accumulated Other Comprehensive Loss by Component | The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended September 30, 2017 and 2016, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components September 30, 2017 September 30, 2016 Statement of Operations Cash flow hedges Interest rate contracts $ 2 $ 2 Interest expense 1 1 Benefit for income taxes $ 1 $ 1 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 4 $ — (a) 1 — Benefit for income taxes $ 3 $ — Total, net of tax Total reclassification for the period $ 4 $ 1 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. The table below summarizes the reclassification of accumulated other comprehensive loss by component for the nine months ended September 30, 2017 and 2016, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive Loss Details about Accumulated Affected Line Item in the Other Comprehensive Nine Months Ended Nine Months Ended Condensed Consolidated Income components September 30, 2017 September 30, 2016 Statement of Operations Cash flow hedges Interest rate contracts $ 4 $ 5 Interest expense 2 2 Benefit for income taxes $ 2 $ 3 Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 13 $ 9 (a) 3 3 Benefit for income taxes $ 10 $ 6 Total, net of tax Total reclassification for the period $ 12 $ 9 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Summary of Changes in Liabilities for Restructuring Activities | A summary of the changes in the liabilities for restructuring activities is provided below: Total (IN MILLIONS) Initiatives Balance at December 31, 2016 $ 73 Charges 48 Payments (72 ) Effect of foreign currency translation and reclassification adjustments 3 Balance at September 30, 2017 $ 52 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured on Recurring Basis | 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 and December 31, 2016: September 30, (IN MILLIONS) 2017 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) $ 32 32 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 7 — 7 — Total $ 41 $ 34 $ 7 — Liabilities: Interest rate swap arrangements (3) $ 3 — $ 3 — Deferred compensation liabilities (4) 32 32 — — Total $ 35 $ 32 $ 3 — December 31, 2016 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) $ 32 32 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 3 — 3 Total $ 37 $ 34 3 — Liabilities: Interest rate swap arrangements (3) $ 5 — $ 5 — Deferred compensation liabilities (4) 32 32 — — Total $ 37 $ 32 $ 5 — (1) Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net. (2) Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. (3) Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. (4) The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. |
Outstanding Interest Rate Swaps | As of September 30, 2017, the Company had the following outstanding interest rate swaps utilized in the management of its interest rate risk: Notional Amount Maturity Date Currency Interest rate swaps designated as hedging instruments US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 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 |
Schedule of Effect of Cash Flow Hedge Accounting on Condensed Consolidated Statement of Operations | The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and nine months ended September 30, 2017 and 2016: Interest Expense Three Months Ended Nine Months Ended September 30, September 30, (IN MILLIONS) 2017 2016 2017 2016 Interest expense- (Location in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 95 $ 85 $ 277 $ 247 Amount of loss reclassified from accumulated other comprehensive income into income, net of tax $ 1 $ 1 $ 2 $ 3 Amount of loss reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring, net of tax $ — $ — $ — $ — |
Fair Values of Derivative Instruments in Consolidated Balance Sheets | The fair values of the Company’s derivative instruments as of September 30, 2017 and December 31, 2016 were as follows: September 30, 2017 December 31, 2016 Derivatives Designated as Hedging Instruments Accounts Payable Accounts Payable Other Other Non- Current and Other Current Other Non-Current Other Non-Current and Other Current Non-Current (IN MILLIONS) Assets Liabilities Liabilities Assets Liabilities Liabilities Interest rate swaps $ 7 $ 1 $ 2 $ 3 $ 1 $ 4 |
Derivatives in Cash Flow Hedging Relationships | The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended September 30, 2017 and 2016 was as follows: Amount of Loss Amount of Gain Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Three Months Ended into Income (Effective Three Months Ended Hedging Relationships September 30, Portion) September 30, (IN MILLIONS) 2017 2016 2017 2016 Interest rate swaps $ 3 $ 4 Interest expense $ 2 $ 2 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: Amount of Loss Amount of (Gain)/Loss Reclassified from AOCI Recognized in OCI Location of Loss into Income (Effective Portion) Reclassified from AOCI (Effective Portion) Derivatives in Cash Flow Nine months Ended into Income (Effective Nine months Ended Hedging Relationships September 30, Portion) September 30, (IN MILLIONS) 2017 2016 2017 2016 Interest rate swaps $ (2 ) $ 11 Interest expense $ 4 $ 5 |
Long-term Debt and Other Fina27
Long-term Debt and Other Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Unless otherwise stated, interest rates are as of September 30, 2017. 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 |
Annual Maturities of Long-Term Debt | Annual maturities of Nielsen’s long-term debt are as follows: (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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock Activity | Common stock activity is as follows: Nine months Ended September 30, 2017 Actual number of shares of common stock outstanding Beginning of period 357,465,614 Shares of common stock issued through compensation plans 1,222,481 Employee benefit trust activity 230,491 Repurchases of common stock (2,750,586 ) End of period 356,168,000 |
Summary of Dividends Declared on Nielsen's Common Stock | The below table summarizes the dividends declared on Nielsen’s common stock during 2016 and the nine months ended September 30, 2017. 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 |
Summary of Approved Authorized Shares for Repurchase | 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 |
Summary of Open Market Share Repurchases Activity | 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 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information (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) Buy Watch Corporate Total Nine months Ended September 30, 2017 Revenues $ 2,383 $ 2,428 $ — $ 4,811 Depreciation and amortization $ 156 $ 318 $ 3 $ 477 Restructuring charges $ 31 $ 9 $ 8 $ 48 Stock-based compensation expense $ 10 $ 9 $ 16 $ 35 Other items (1) $ — $ — $ 28 $ 28 Operating income/(loss) $ 219 $ 734 $ (85 ) $ 868 Business segment income/(loss) (2) $ 416 $ 1,070 $ (30 ) $ 1,456 (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 (1) Other items primarily consist of transaction related costs and business optimization costs for the three and nine months ended September 30, 2017. Other items primarily consist of business optimization costs for the three and nine months ended September 30, 2016. (2) The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. |
Guarantor Financial Informati30
Guarantor Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Guarantees [Abstract] | |
Consolidated Statement of Comprehensive Income | Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2017 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 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended September 30, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Elimination Consolidated Revenues $ — $ — $ 884 $ 686 $ — $ 1,570 Cost of revenues, exclusive of depreciation — — 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 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2017 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 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the nine months ended September 30, 2016 (IN MILLIONS) Parent Issuer Guarantor Non- 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 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 — — — 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 |
Consolidated Balance Sheet | Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) September 30, 2017 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 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2016 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 5 $ 1 $ 219 $ 529 $ — $ 754 Trade and other receivables, net 2 — 478 691 — 1,171 Prepaid expenses and other current assets — — 185 112 — 297 Intercompany receivables — 862 312 167 (1,341 ) — Total current assets 7 863 1,194 1,499 (1,341 ) 2,222 Non-current assets Property, plant and equipment, net — — 307 164 — 471 Goodwill — — 5,728 2,117 — 7,845 Other intangible assets, net — — 4,248 488 — 4,736 Deferred tax assets 2 — (1 ) 126 — 127 Other non-current assets — 3 245 81 — 329 Equity investment in subsidiaries 4,117 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 |
Consolidated Statement of Cash Flows | Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2017 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 — — (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 — — (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 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the nine months ended September 30, 2016 (IN MILLIONS) Parent Issuers Guarantor Non- Consolidated Net cash (used in)/provided by operating activities $ (4 ) $ 170 $ 412 $ 175 $ 753 Investing activities: Acquisition of subsidiaries and affiliates, — — (239 ) (24 ) (263 ) Additions to property, plant and equipment and — — (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 — — 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 — — 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 $ (7 ) $ 18 $ 27 $ 408 $ 446 |
Background and Basis of Prese31
Background and Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)Countryshares | Sep. 30, 2016shares | Sep. 30, 2017USD ($)SegmentCountryshares | Sep. 30, 2016shares | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Number of reportable segments | Segment | 2 | |||
Number of countries in which entity operates | Country | 100 | 100 | ||
Anti-dilutive shares excluded from calculation of earning per share under compensation plan | shares | 4,141,427 | 472,433 | 4,349,803 | 1,176,950 |
Uncommitted accounts receivable | $ 67 | $ 67 | ||
Accounts receivable outstanding | $ 56 | $ 56 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | Feb. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Revenues | $ 1,641 | $ 1,570 | $ 4,811 | $ 4,653 | ||
Goodwill | 8,352 | 8,352 | $ 7,845 | |||
Goodwill deductible for income tax purposes | 64 | 64 | ||||
Gracenote | ||||||
Business Acquisition [Line Items] | ||||||
Percentage ownership interest acquired | 100.00% | |||||
Payments to acquire businesses | $ 585 | |||||
Acquisition Date | Feb. 1, 2017 | |||||
Revenues | 148 | |||||
Gross contractual receivable | $ 37 | |||||
Acquired receivables, estimated uncollectible | 1 | |||||
Goodwill | 314 | |||||
Provisional allocation of purchase price to identified intangible assets | $ 341 | |||||
Goodwill deductible for income tax purposes | $ 23 | 23 | ||||
Acquisition related expenses | 6 | |||||
Other acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, net of cash acquired | $ 28 | $ 263 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Feb. 01, 2017 | Dec. 31, 2016 |
Identifiable assets acquired and liabilities assumed: | |||
Goodwill | $ 8,352 | $ 7,845 | |
Gracenote | |||
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 |
Business Acquisitions - Intangi
Business Acquisitions - Intangible Assets and Estimated Useful Lives (Detail) - Gracenote $ in Millions | Feb. 01, 2017USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Provisional allocation of purchase price to identified intangible assets | $ 341 |
Customer - related intangibles | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Provisional allocation of purchase price to identified intangible assets | $ 109 |
Customer - related intangibles | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer - related intangibles | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Content database | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Provisional allocation of purchase price to identified intangible assets | $ 168 |
Content database | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Content database | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 16 years |
Trade names and trademarks | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Provisional allocation of purchase price to identified intangible assets | $ 7 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Computer software | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Provisional allocation of purchase price to identified intangible assets | $ 57 |
Computer software | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Computer software | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combinations [Abstract] | ||||
Revenues | $ 1,641 | $ 1,618 | $ 4,829 | $ 4,799 |
Income from continuing operations | $ 150 | $ 124 | $ 356 | $ 327 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Balance beginning | $ 7,845 |
Acquisitions, divestitures and other adjustments | 328 |
Effect of foreign currency translation | 179 |
Balance ending | 8,352 |
Buy | |
Goodwill [Line Items] | |
Balance beginning | 2,696 |
Acquisitions, divestitures and other adjustments | 2 |
Effect of foreign currency translation | 154 |
Balance ending | 2,852 |
Watch | |
Goodwill [Line Items] | |
Balance beginning | 5,149 |
Acquisitions, divestitures and other adjustments | 326 |
Effect of foreign currency translation | 25 |
Balance ending | $ 5,500 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill deductible for income tax purposes | $ 64 | $ 64 | ||
Amortization expense, intangible assets | 114 | $ 107 | 341 | $ 317 |
Amortization expense, computer software | $ 64 | $ 59 | $ 190 | $ 172 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | $ 6,251 | $ 5,610 | |
Amortized intangibles, Accumulated Amortization | (3,130) | (2,795) | |
Trade names and trademarks | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | 147 | 140 | |
Amortized intangibles, Accumulated Amortization | (98) | (88) | |
Customer - related intangibles | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | 3,161 | 3,035 | |
Amortized intangibles, Accumulated Amortization | (1,427) | (1,312) | |
Covenants-not-to-compete | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | 39 | 39 | |
Amortized intangibles, Accumulated Amortization | (37) | (36) | |
Content database | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | [1] | 168 | |
Amortized intangibles, Accumulated Amortization | [1] | (9) | |
Computer software | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | 2,564 | 2,223 | |
Amortized intangibles, Accumulated Amortization | (1,448) | (1,258) | |
Patents and other | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Amortized intangibles, Gross Amounts | 172 | 173 | |
Amortized intangibles, Accumulated Amortization | (111) | (101) | |
Trade names and trademarks | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangibles, Gross Amounts | $ 1,921 | $ 1,921 | |
[1] | The content databases were acquired as part of the Gracenote acquisition on February 1, 2017. These databases represent metadata used in Gracenote’s Video, Music/Auto and Sports product offerings that is not easily replicated due to its quantity and the relationships needed to acquire the data. The estimated remaining useful life of these content databases is 12 to 16 years. |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets - Other Intangible Assets (Parenthetical) (Detail) - Gracenote | Feb. 01, 2017 |
Finite And Indefinite Lived Intangible Assets [Line Items] | |
Acquisition date | Feb. 1, 2017 |
Content database | |
Finite And Indefinite Lived Intangible Assets [Line Items] | |
Acquisition date | Feb. 1, 2017 |
Minimum | Content database | |
Finite And Indefinite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 12 years |
Maximum | Content database | |
Finite And Indefinite Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 16 years |
Changes in and Reclassificati40
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component - Summary of Changes in Accumulated Other Comprehensive Loss, Net of Tax by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | $ 4,293 | |||
Amounts reclassified from accumulated other comprehensive loss | $ 4 | $ 1 | 12 | $ 9 |
Total other comprehensive income/(loss) | 72 | (11) | 237 | 36 |
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | (1) | 5 | (2) | |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | (10) | 232 | 38 | |
Balance | 4,460 | 4,460 | ||
Foreign Currency Translation Adjustments | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (856) | (767) | ||
Other comprehensive income/(loss) before reclassifications | 224 | 35 | ||
Total other comprehensive income/(loss) | 224 | 35 | ||
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | 5 | (2) | ||
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | 219 | 37 | ||
Balance | (637) | (730) | (637) | (730) |
Cash Flow Hedges | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (1) | (3) | ||
Other comprehensive income/(loss) before reclassifications | 1 | (9) | ||
Amounts reclassified from accumulated other comprehensive loss | 2 | 3 | ||
Total other comprehensive income/(loss) | 3 | (6) | ||
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | 3 | (6) | ||
Balance | 2 | (9) | 2 | (9) |
Post Employment Benefits | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (354) | (289) | ||
Other comprehensive income/(loss) before reclassifications | 1 | |||
Amounts reclassified from accumulated other comprehensive loss | 3 | 10 | 6 | |
Total other comprehensive income/(loss) | 10 | 7 | ||
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | 10 | 7 | ||
Balance | (344) | (282) | (344) | (282) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (1,211) | (1,059) | ||
Other comprehensive income/(loss) before reclassifications | 225 | 27 | ||
Amounts reclassified from accumulated other comprehensive loss | 12 | 9 | ||
Total other comprehensive income/(loss) | 237 | 36 | ||
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | 5 | (2) | ||
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | 232 | 38 | ||
Balance | $ (979) | $ (1,021) | $ (979) | $ (1,021) |
Changes in and Reclassificati41
Changes in and Reclassification out of Accumulated Other Comprehensive Loss by Component - Summary of Reclassification of Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest expense | $ 95 | $ 85 | $ 277 | $ 247 | |
Provision for income taxes | (92) | (82) | (226) | (208) | |
Net income attributable to Nielsen stockholders | (146) | (130) | (348) | (343) | |
Net income attributable to Nielsen stockholders | 4 | 1 | 12 | 9 | |
Cash Flow Hedges | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Net income attributable to Nielsen stockholders | 2 | 3 | |||
Cash Flow Hedges | Interest rate contracts | Amount Reclassified from Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest expense | 2 | 2 | 4 | 5 | |
Provision for income taxes | 1 | 1 | 2 | 2 | |
Net income attributable to Nielsen stockholders | 1 | $ 1 | 2 | 3 | |
Post Employment Benefits | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Actuarial loss, before Tax | [1] | 4 | 13 | 9 | |
Provision (Benefit) for income taxes | 1 | 3 | 3 | ||
Net income attributable to Nielsen stockholders | $ 3 | $ 10 | $ 6 | ||
[1] | This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities - Summ
Restructuring Activities - Summary of Changes in Liabilities for Restructuring Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring And Related Activities [Abstract] | ||||
Beginning Balance | $ 73 | |||
Charges | $ 7 | $ 29 | 48 | $ 73 |
Payments | (72) | |||
Effect of foreign currency translation and reclassification adjustments | 3 | |||
Ending Balance | $ 52 | $ 52 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |||||
Restructuring charges | $ 7 | $ 29 | $ 48 | $ 73 | |
Restructuring reserve | 52 | 52 | $ 73 | ||
Restructuring actions for remaining liabilities, Current | $ 42 | $ 42 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | |
Assets: | |||
Asset | $ 41 | $ 37 | |
Liabilities: | |||
Liabilities | 35 | 37 | |
Interest Rate Swap Arrangements | |||
Assets: | |||
Asset | [1] | 7 | 3 |
Liabilities: | |||
Liabilities | [1] | 3 | 5 |
Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 32 | 32 |
Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 32 | 32 |
Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Level 1 | |||
Assets: | |||
Asset | 34 | 34 | |
Liabilities: | |||
Liabilities | 32 | 32 | |
Level 1 | Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 32 | 32 |
Level 1 | Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 32 | 32 |
Level 1 | Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Level 2 | |||
Assets: | |||
Asset | 7 | 3 | |
Liabilities: | |||
Liabilities | 3 | 5 | |
Level 2 | Interest Rate Swap Arrangements | |||
Assets: | |||
Asset | [1] | 7 | 3 |
Liabilities: | |||
Liabilities | [1] | $ 3 | $ 5 |
[1] | Derivative financial instruments include interest rate swap arrangements recorded at fair value based on externally-developed valuation models that use readily observable market parameters and the consideration of counterparty risk. | ||
[2] | The Company offers certain employees the opportunity to participate in a deferred compensation plan. A participant’s deferrals are invested in a variety of participant directed stock and bond mutual funds and are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. | ||
[3] | Plan assets are comprised of investments in mutual funds, which are intended to fund liabilities arising from deferred compensation plans. These investments are carried at fair value, which is based on quoted market prices at period end in active markets. These investments are classified as trading securities with any gains or losses resulting from changes in fair value recorded in other expense, net. | ||
[4] | Investments in mutual funds are money-market accounts held with the intention of funding certain specific retirement plans. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Derivative Instruments Gain Loss [Line Items] | |||
Pre-tax losses from accumulated other comprehensive loss to interest expense expected to be recognized in next twelve months | $ 3,000,000 | ||
US Dollar term loan floating-to-fixed rate swaps maturing on July 2020 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | ||
Interest rate swap maturity term | 3 years | ||
Variable interest rate | 1.73% | ||
US Dollar term loan floating-to-fixed rate swaps maturing on July 2022 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | ||
Interest rate swap maturity term | 5 years | ||
Variable interest rate | 2.00% | ||
US Dollar term loan floating-to-fixed rate swaps maturing on July 2020 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | ||
Interest rate swap maturity term | 3 years | ||
Variable interest rate | 1.63% | ||
US Dollar term loan floating-to-fixed rate swaps maturing on October 2020 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | ||
Interest rate swap maturity term | 3 years | ||
Variable interest rate | 1.66% | ||
US Dollar term loan floating-to-fixed rate swaps maturing on October 2021 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | ||
Variable interest rate | 1.60% | ||
Interest rate swap maturity term | 4 years | ||
Foreign Currency Exchange Contract | |||
Derivative Instruments Gain Loss [Line Items] | |||
Gains/(losses) on derivative financial instruments | $ 0 | $ (3,000,000) | |
Notional amount of outstanding derivative financial instruments | $ 79,000,000 | $ 77,000,000 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Interest Rate Swaps (Detail) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
US Dollar term loan floating-to-fixed rate swaps maturing on May 2018 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | May 1, 2018 |
US Dollar term loan floating-to-fixed rate swaps maturing on April 2019 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 150,000,000 |
Maturity Date | Apr. 1, 2019 |
US Dollar term loan floating-to-fixed rate swaps maturing on June 2019 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jun. 1, 2019 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2019 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 150,000,000 |
Maturity Date | Jul. 1, 2019 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2020 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jul. 1, 2020 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2020 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jul. 1, 2020 |
US Dollar term loan floating-to-fixed rate swaps maturing on October 2020 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Oct. 1, 2020 |
US Dollar term loan floating-to-fixed rate swaps maturing on October 2021 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Oct. 1, 2021 |
US Dollar term loan floating-to-fixed rate swaps maturing on July 2022 | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 250,000,000 |
Maturity Date | Jul. 1, 2022 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Effect of Cash Flow Hedge Accounting on Condensed Consolidated Statement of Operations (Detail) - Interest Expense - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest expense- (Location in the condensed consolidated statement of operations in which the effects of cash flow hedges are recorded) | $ 95 | $ 85 | $ 277 | $ 247 |
Amount of loss reclassified from accumulated other comprehensive income into income, net of tax | $ 1 | $ 1 | $ 2 | $ 3 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Derivative Instruments in Consolidated Balance Sheets (Detail) - Interest Rate Swap Arrangements - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other Non- Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Assets | $ 7 | $ 3 |
Other Non-Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Liabilities | 2 | 4 |
Account Payable And Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Liabilities | $ 1 | $ 1 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives in Cash Flow Hedging Relationships (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Interest Rate Swap Arrangements | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Loss Recognized in OCI Derivatives (Effective Portion) | $ 3 | $ 4 | $ (2) | $ 11 |
Interest Expense | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Loss Reclassified from AOCI into Income (Effective Portion) | $ 2 | $ 2 | $ 4 | $ 5 |
Long-term Debt and Other Fina50
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 4.24% | 4.04% |
Total long-term debt, Carrying Amount | $ 8,271 | $ 7,763 |
Capital lease and other financing obligations, Carrying Amount | 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 |
Long-term debt and capital lease obligations | 8,377 | 7,738 |
Total long-term debt, Fair Value | $ 8,449 | $ 7,918 |
Senior secured credit facilities | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 3.21% | 2.95% |
Total long-term debt, Carrying Amount | $ 4,073 | $ 4,059 |
Total long-term debt, Fair Value | $ 4,094 | $ 4,109 |
Debenture loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 5.22% | 5.22% |
Total long-term debt, Carrying Amount | $ 4,197 | $ 3,697 |
Total long-term debt, Fair Value | 4,354 | 3,802 |
Senior Secured Term Loan Facility Due 2019 | Libor Based Variable Rate of 3.24% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,391 | 1,768 |
Total long-term debt, Fair Value | 1,398 | 1,785 |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.24% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,237 | |
Total long-term debt, Fair Value | 2,247 | |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.15% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,892 | |
Total long-term debt, Fair Value | 1,922 | |
Senior Secured Term Loan Facility Due 2021 | Euro Libor Based Variable Rate of 2.10% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 445 | 399 |
Total long-term debt, Fair Value | 449 | 402 |
Senior Debenture Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 795 | 794 |
Total long-term debt, Fair Value | 809 | 813 |
Senior debenture loan due 2021 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 619 | 618 |
Total long-term debt, Fair Value | 643 | 649 |
Senior Debenture Loan Due 2022 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,288 | 2,285 |
Total long-term debt, Fair Value | 2,382 | 2,340 |
Senior Debenture Loan Due 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 495 | |
Total long-term debt, Fair Value | 520 | |
Other Loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1 | 7 |
Total long-term debt, Fair Value | $ 1 | $ 7 |
Long-term Debt and Other Fina51
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Parenthetical) (Detail) € in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017EUR (€) | Dec. 31, 2016EUR (€) | |
Senior Secured Term Loan Facility Due 2019 | Libor Based Variable Rate of 3.24% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,080 | $ 2,080 | ||
Debt instrument, variable rate | 3.24% | 3.24% | ||
Debt instrument, maturity year | 2,019 | 2,019 | ||
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.24% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,250 | $ 2,250 | ||
Debt instrument, variable rate | 3.24% | 3.24% | ||
Debt instrument, maturity year | 2,023 | 2,023 | ||
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 3.15% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 1,900 | $ 1,900 | ||
Debt instrument, variable rate | 3.15% | 3.15% | ||
Debt instrument, maturity year | 2,023 | 2,023 | ||
Senior Secured Term Loan Facility Due 2021 | Euro Libor Based Variable Rate of 2.10% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | € | € 380 | € 380 | ||
Debt instrument, variable rate | 2.10% | 2.10% | ||
Debt instrument, maturity year | 2,021 | 2,021 | ||
Senior Debenture Loan Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 800 | $ 800 | ||
Debt instrument, maturity year | 2,020 | 2,020 | ||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | 4.50% | 4.50% |
Senior debenture loan due 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 625 | $ 625 | ||
Debt instrument, maturity year | 2,021 | 2,021 | ||
Debt instrument interest rate stated percentage | 5.50% | 5.50% | 5.50% | 5.50% |
Senior Debenture Loan Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,300 | $ 2,300 | ||
Debt instrument, maturity year | 2,022 | 2,022 | ||
Debt instrument interest rate stated percentage | 5.00% | 5.00% | 5.00% | 5.00% |
Senior Debenture Loan Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 500 | $ 500 | ||
Debt instrument, maturity year | 2,025 | 2,025 | ||
Debt instrument interest rate stated percentage | 5.00% | 5.00% | 5.00% | 5.00% |
Long-term Debt and Other Fina52
Long-term Debt and Other Financing Arrangements - Annual Maturities of Long-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
For October 1, 2017 to December 31, 2017 | $ 3 | |
2,018 | 28 | |
2,019 | 1,401 | |
2,020 | 818 | |
2,021 | 1,071 | |
2,022 | 2,325 | |
Thereafter | 2,625 | |
Total | $ 8,271 | $ 7,763 |
Long-term Debt and Other Fina53
Long-term Debt and Other Financing Arrangements - Additional Information (Detail) - USD ($) $ in Millions | Apr. 24, 2017 | Jan. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||
Proceeds from issuances of debt, net of issuance costs | $ 2,745 | $ 496 | ||
Class B-4 Term Loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,250 | |||
Debt instrument, maturity date | Oct. 4, 2023 | |||
Original principal amount repaid | 1.00% | |||
Class B-4 Term Loans | LIBOR Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable rate | 2.00% | |||
Class B-4 Term Loans | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, variable rate | 1.00% | |||
Senior Secured Term Loan Facility Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 500 | |||
Debt instrument interest rate stated percentage | 5.00% | |||
Debt instrument, maturity year | 2,025 | |||
Proceeds from issuances of debt, net of issuance costs | $ 495 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Activity (Detail) | 9 Months Ended |
Sep. 30, 2017shares | |
Actual number of shares of common stock outstanding | |
Beginning of period | 357,465,614 |
Shares of common stock issued through compensation plans | 1,222,481 |
Employee benefit trust activity | 230,491 |
Repurchases of common stock | (2,750,586) |
End of period | 356,168,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends Paid (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Dividends Payable [Line Items] | |||||
Dividend Per Share | $ 0.34 | $ 0.31 | $ 0.99 | $ 0.90 | |
Installment One | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Feb. 16, 2017 | Feb. 18, 2016 | |||
Record Date | Mar. 2, 2017 | Mar. 3, 2016 | |||
Payment Date | Mar. 16, 2017 | Mar. 17, 2016 | |||
Dividend Per Share | $ 0.31 | $ 0.28 | |||
Installment Two | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Apr. 24, 2017 | Apr. 19, 2016 | |||
Record Date | Jun. 2, 2017 | Jun. 2, 2016 | |||
Payment Date | Jun. 16, 2017 | Jun. 16, 2016 | |||
Dividend Per Share | $ 0.34 | $ 0.31 | |||
Installment Three | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Jul. 20, 2017 | Jul. 21, 2016 | |||
Record Date | Aug. 24, 2017 | Aug. 25, 2016 | |||
Payment Date | Sep. 7, 2017 | Sep. 8, 2016 | |||
Dividend Per Share | $ 0.34 | $ 0.31 | |||
Installment Four | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Oct. 20, 2016 | ||||
Record Date | Nov. 22, 2016 | ||||
Payment Date | Dec. 6, 2016 | ||||
Dividend Per Share | $ 0.31 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Oct. 19, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | May 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 11, 2015 | Oct. 23, 2014 | Jul. 25, 2013 |
Stockholders Equity [Line Items] | ||||||||||||||
Dividends declared per common share | $ 0.34 | $ 0.31 | $ 0.99 | $ 0.90 | ||||||||||
Cost of treasury stock | $ 2,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 500,000,000 | ||||||||
Cumulative shares repurchased | 36,588,112 | 36,588,112 | 36,588,112 | 33,837,526 | ||||||||||
Average price of common stock purchased | $ 39.25 | $ 41.77 | $ 40.65 | $ 45.15 | $ 45.30 | $ 45.88 | $ 46.16 | |||||||
Payments For Repurchase Of Common Stock | $ 1,679,000,000 | $ 1,679,000,000 | $ 1,679,000,000 | |||||||||||
Maximum | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Cost of treasury stock | $ 2,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | |||||||||||
Subsequent Event | ||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||
Declaration Date | Oct. 19, 2017 | |||||||||||||
Dividends declared per common share | $ 0.34 | |||||||||||||
Cash dividend, date to be Paid | Dec. 5, 2017 | |||||||||||||
Cash dividend, recorded date | Nov. 21, 2017 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Approved Authorized Shares for Repurchase Program (Detail) - USD ($) | Sep. 30, 2017 | Dec. 11, 2015 | Oct. 23, 2014 | Jul. 25, 2013 |
Statement Of Stockholders Equity [Abstract] | ||||
Cost of treasury stock | $ 2,000,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 500,000,000 |
Stockholders' Equity - Open Mar
Stockholders' Equity - Open Market Share Repurchases Activity (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2017 | Aug. 31, 2017 | May 31, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Jul. 31, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | |
Condensed Financial Statements Captions [Line Items] | |||||||||||
Total Number of Shares Purchased, beginning balance | 33,837,526 | ||||||||||
Number of Shares Purchased | 102,461 | 698,062 | 1,020,212 | 365,228 | 564,623 | ||||||
Total Number of Shares Purchased, ending balance | 36,588,112 | 36,588,112 | 33,837,526 | ||||||||
Average price of common stock purchased | $ 39.25 | $ 41.77 | $ 40.65 | $ 45.15 | $ 45.30 | $ 45.88 | $ 46.16 | ||||
Dollar Value of Shares that may yet be Purchased under the Plans or Programs | $ 321,246,116 | $ 325,268,111 | $ 354,426,944 | $ 395,903,537 | $ 412,392,848 | $ 321,246,116 | $ 437,970,016 | $ 354,426,944 | $ 354,426,944 | $ 395,903,537 | $ 437,970,016 |
Publicly Announced Plans Or Programs | |||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||
Total Number of Shares Purchased, beginning balance | 33,837,526 | ||||||||||
Number of Shares Purchased | 102,461 | 698,062 | 1,020,212 | 365,228 | 564,623 | ||||||
Total Number of Shares Purchased, ending balance | 36,588,112 | 36,588,112 | 33,837,526 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | ||||||
Effective tax rates | 38.00% | 38.00% | 39.00% | 37.00% | ||
Liabilities for unrecognized income tax benefits | $ 432 | |||||
Scenario, Forecast | ||||||
Income Tax [Line Items] | ||||||
Liabilities for unrecognized income tax benefits | $ 436 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2017 | Sep. 30, 2017 | |
Commitment And Contingencies [Line Items] | ||
Effective date of agreement | Oct. 1, 2007 | |
Subsequent Event | ||
Commitment And Contingencies [Line Items] | ||
Purchase amended and restated agreement date | Oct. 1, 2017 | |
Purchase amended and restated agreement effective date | Jan. 1, 2017 | |
Extended agreement term | 5 years | |
Agreement expiration date | December 31, 2025 | |
Period for renewal options granted | three one-year | |
Description of renewal options granted | 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 to Nielsen. | |
Subsequent Event | Services Per Year From 2021 Through 2024 | ||
Commitment And Contingencies [Line Items] | ||
Commitment to purchase services | $ 186,000,000 | |
Subsequent Event | Services 2025 | ||
Commitment And Contingencies [Line Items] | ||
Commitment to purchase services | 139,500,000 | |
Subsequent Event | Minimum | Services Per Year From 2017 Through 2020 | ||
Commitment And Contingencies [Line Items] | ||
Commitment to purchase services | 320,000,000 | |
Subsequent Event | Commitment | ||
Commitment And Contingencies [Line Items] | ||
Purchase commitment, remaining minimum amount committed | $ 2,250,000,000 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Business Segment Inf
Segments - Business Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 1,641 | $ 1,570 | $ 4,811 | $ 4,653 | ||
Depreciation and amortization | 160 | 151 | 477 | 450 | ||
Restructuring charges | 7 | 29 | 48 | 73 | ||
Stock-based compensation expense | 8 | 11 | 35 | 37 | ||
Other items | [1] | 10 | 11 | 28 | 28 | |
Operating income/(loss) | 337 | 296 | 868 | 802 | ||
Business segment income/(loss) | [2] | 522 | 498 | 1,456 | 1,390 | |
Total assets | 16,585 | 16,585 | $ 15,730 | |||
Operating Segments | Buy | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 803 | 809 | 2,383 | 2,454 | ||
Depreciation and amortization | 53 | 53 | 156 | 158 | ||
Restructuring charges | 4 | 15 | 31 | 42 | ||
Stock-based compensation expense | 3 | 3 | 10 | 12 | ||
Other items | [1] | 2 | ||||
Operating income/(loss) | 85 | 79 | 219 | 216 | ||
Business segment income/(loss) | [2] | 145 | 150 | 416 | 430 | |
Total assets | 6,925 | 6,925 | 6,697 | |||
Operating Segments | Watch | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 838 | 761 | 2,428 | 2,199 | ||
Depreciation and amortization | 106 | 97 | 318 | 289 | ||
Restructuring charges | 2 | 2 | 9 | 7 | ||
Stock-based compensation expense | 2 | 2 | 9 | 7 | ||
Other items | [1] | 2 | ||||
Operating income/(loss) | 280 | 259 | 734 | 684 | ||
Business segment income/(loss) | [2] | 390 | 360 | 1,070 | 989 | |
Total assets | 9,706 | 9,706 | 8,905 | |||
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation and amortization | 1 | 1 | 3 | 3 | ||
Restructuring charges | 1 | 12 | 8 | 24 | ||
Stock-based compensation expense | 3 | 6 | 16 | 18 | ||
Other items | [1] | 10 | 11 | 28 | 24 | |
Operating income/(loss) | (28) | (42) | (85) | (98) | ||
Business segment income/(loss) | [2] | (13) | $ (12) | (30) | $ (29) | |
Total assets | $ (46) | $ (46) | $ 128 | |||
[1] | Other items primarily consist of transaction related costs and business optimization costs for the three and nine months ended September 30, 2017. | |||||
[2] | The Company’s chief operating decision maker uses business segment income/(loss) to measure performance from period to period both at the consolidated level as well as within its operating segments. |
Guarantor Financial Informati63
Guarantor Financial Information - Additional Information (Detail) | Sep. 30, 2017 |
Subsidiaries of Nielsen | |
Condensed Financial Statements Captions [Line Items] | |
Ownership percentage in subsidiaries | 100.00% |
Guarantor Financial Informati64
Guarantor Financial Information - Condensed Consolidated Statement of Comprehensive Income (Unaudited) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | $ 1,641 | $ 1,570 | $ 4,811 | $ 4,653 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 692 | 642 | 2,031 | 1,937 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 445 | 452 | 1,387 | 1,391 |
Depreciation and amortization | 160 | 151 | 477 | 450 |
Restructuring charges | 7 | 29 | 48 | 73 |
Operating income | 337 | 296 | 868 | 802 |
Interest income | 1 | 1 | 3 | 3 |
Interest expense | (95) | (85) | (277) | (247) |
Foreign currency exchange transaction gains/(losses), net | 2 | (9) | (3) | |
Other (expense)/income, net | (1) | (3) | ||
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates | 242 | 214 | 582 | 555 |
(Provision)/benefit for income taxes | (92) | (82) | (226) | (208) |
Net income | 150 | 132 | 356 | 347 |
Less net income attributable to noncontrolling interests | 4 | 2 | 8 | 4 |
Net income attributable to Nielsen stockholders | 146 | 130 | 348 | 343 |
Total other comprehensive income/(loss) | 72 | (11) | 237 | 36 |
Total other comprehensive income (loss) attributable to noncontrolling interests | (1) | 5 | (2) | |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | (10) | 232 | 38 | |
Total comprehensive income | 222 | 121 | 593 | 383 |
Comprehensive income attributable to noncontrolling interests | 4 | 1 | 13 | 2 |
Total comprehensive income attributable to Nielsen stockholders | 218 | 120 | 580 | 381 |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 1 | 1 | 3 | 3 |
Operating income | (1) | (1) | (3) | (3) |
Interest income | 1 | |||
Interest expense | (1) | (3) | ||
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates | (1) | (2) | (2) | (6) |
Equity in net income/(loss) of subsidiaries | 147 | 132 | 350 | 349 |
Net income | 146 | 130 | 348 | 343 |
Net income attributable to Nielsen stockholders | 146 | 130 | 348 | 343 |
Total other comprehensive income/(loss) | 72 | (10) | 232 | 38 |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | (10) | 232 | 38 | |
Total comprehensive income | 218 | 120 | 580 | 381 |
Total comprehensive income attributable to Nielsen stockholders | 218 | 120 | 580 | 381 |
Issuers | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest income | 238 | 221 | 682 | 653 |
Interest expense | (90) | (79) | (263) | (230) |
Other (expense)/income, net | (2) | (1) | ||
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates | 148 | 142 | 417 | 422 |
(Provision)/benefit for income taxes | (52) | (50) | (146) | (148) |
Equity in net income/(loss) of subsidiaries | 61 | 68 | 149 | 150 |
Net income | 157 | 160 | 420 | 424 |
Net income attributable to Nielsen stockholders | 157 | 160 | 420 | 424 |
Total other comprehensive income/(loss) | (6) | 2 | (24) | (12) |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | 2 | (24) | (12) | |
Total comprehensive income | 151 | 162 | 396 | 412 |
Total comprehensive income attributable to Nielsen stockholders | 151 | 162 | 396 | 412 |
Guarantor | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | 899 | 884 | 2,658 | 2,668 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 356 | 322 | 1,052 | 985 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 197 | 228 | 686 | 735 |
Depreciation and amortization | 126 | 123 | 384 | 364 |
Restructuring charges | 3 | 22 | 21 | 40 |
Operating income | 217 | 189 | 515 | 544 |
Interest income | 10 | 10 | 27 | 29 |
Interest expense | (241) | (227) | (694) | (668) |
Foreign currency exchange transaction gains/(losses), net | (3) | (1) | ||
Other (expense)/income, net | 90 | 73 | 68 | 95 |
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates | 76 | 45 | (87) | (1) |
(Provision)/benefit for income taxes | (37) | (19) | 20 | 7 |
Equity in net income/(loss) of subsidiaries | 108 | 106 | 418 | 344 |
Equity in net (loss)/income of affiliates | (1) | (1) | ||
Net income | 147 | 132 | 350 | 349 |
Net income attributable to Nielsen stockholders | 147 | 132 | 350 | 349 |
Total other comprehensive income/(loss) | 72 | (10) | 232 | 38 |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | (10) | 232 | 38 | |
Total comprehensive income | 219 | 122 | 582 | 387 |
Total comprehensive income attributable to Nielsen stockholders | 219 | 122 | 582 | 387 |
Non-Guarantor | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | 742 | 686 | 2,153 | 1,985 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 336 | 320 | 979 | 952 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 247 | 223 | 698 | 653 |
Depreciation and amortization | 34 | 28 | 93 | 86 |
Restructuring charges | 4 | 7 | 27 | 33 |
Operating income | 121 | 108 | 356 | 261 |
Interest income | 2 | 3 | 4 | |
Interest expense | (11) | (10) | (30) | (29) |
Foreign currency exchange transaction gains/(losses), net | 2 | (6) | (2) | |
Other (expense)/income, net | (91) | (73) | (69) | (94) |
(Loss)/income from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates | 19 | 29 | 254 | 140 |
(Provision)/benefit for income taxes | (3) | (13) | (100) | (67) |
Equity in net (loss)/income of affiliates | 1 | 1 | ||
Net income | 16 | 16 | 155 | 74 |
Less net income attributable to noncontrolling interests | 4 | 2 | 8 | 4 |
Net income attributable to Nielsen stockholders | 12 | 14 | 147 | 70 |
Total other comprehensive income/(loss) | 69 | (6) | 245 | 37 |
Total other comprehensive income (loss) attributable to noncontrolling interests | (1) | 5 | (2) | |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | (5) | 240 | 39 | |
Total comprehensive income | 85 | 10 | 400 | 111 |
Comprehensive income attributable to noncontrolling interests | 4 | 1 | 13 | 2 |
Total comprehensive income attributable to Nielsen stockholders | 81 | 9 | 387 | 109 |
Consolidation Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest income | (247) | (232) | (710) | (683) |
Interest expense | 247 | 232 | 710 | 683 |
Equity in net income/(loss) of subsidiaries | (316) | (306) | (917) | (843) |
Net income | (316) | (306) | (917) | (843) |
Net income attributable to Nielsen stockholders | (316) | (306) | (917) | (843) |
Total other comprehensive income/(loss) | (135) | 13 | (448) | (65) |
Net current period other comprehensive income/(loss) attributable to Nielsen stockholders | 13 | (448) | (65) | |
Total comprehensive income | (451) | (293) | (1,365) | (908) |
Total comprehensive income attributable to Nielsen stockholders | $ (451) | $ (293) | $ (1,365) | $ (908) |
Guarantor Financial Informati65
Guarantor Financial Information - Condensed Consolidated Balance Sheet (Unaudited) (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||||
Cash and cash equivalents | $ 662 | $ 754 | $ 446 | $ 357 |
Trade and other receivables, net | 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 | ||
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 | ||
Total stockholders’ equity | 4,259 | 4,102 | ||
Noncontrolling interests | 201 | 191 | ||
Total equity | 4,460 | 4,293 | ||
Total liabilities and equity | 16,585 | 15,730 | ||
Parent | ||||
Current assets | ||||
Cash and cash equivalents | 1 | 5 | (7) | 1 |
Trade and other receivables, net | 1 | 2 | ||
Intercompany receivables | 2 | |||
Total current assets | 4 | 7 | ||
Non-current assets | ||||
Deferred tax assets | 2 | 2 | ||
Equity investment in subsidiaries | 4,230 | 4,117 | ||
Intercompany loans | 25 | 25 | ||
Total assets | 4,261 | 4,151 | ||
Current liabilities | ||||
Intercompany payables | 47 | |||
Total current liabilities | 47 | |||
Non-current liabilities | ||||
Other non-current liabilities | 2 | 2 | ||
Total liabilities | 2 | 49 | ||
Total stockholders’ equity | 4,259 | 4,102 | ||
Total equity | 4,259 | 4,102 | ||
Total liabilities and equity | 4,261 | 4,151 | ||
Issuers | ||||
Current assets | ||||
Cash and cash equivalents | 19 | 1 | 18 | |
Intercompany receivables | 1,146 | 862 | ||
Total current assets | 1,165 | 863 | ||
Non-current assets | ||||
Deferred tax assets | 20 | |||
Other non-current assets | 7 | 3 | ||
Equity investment in subsidiaries | 1,222 | 1,079 | ||
Intercompany loans | 8,608 | 11,533 | ||
Total assets | 11,022 | 13,478 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 101 | 52 | ||
Income tax liabilities | 2 | 2 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 22 | 145 | ||
Intercompany payables | 2 | |||
Total current liabilities | 125 | 201 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 8,247 | 7,611 | ||
Deferred tax liabilities | 71 | 71 | ||
Intercompany loans | 62 | 2,985 | ||
Other non-current liabilities | 2 | 4 | ||
Total liabilities | 8,507 | 10,872 | ||
Total stockholders’ equity | 2,515 | 2,606 | ||
Total equity | 2,515 | 2,606 | ||
Total liabilities and equity | 11,022 | 13,478 | ||
Guarantor | ||||
Current assets | ||||
Cash and cash equivalents | 73 | 219 | 27 | 7 |
Trade and other receivables, net | 516 | 478 | ||
Prepaid expenses and other current assets | 193 | 185 | ||
Intercompany receivables | 322 | 312 | ||
Total current assets | 1,104 | 1,194 | ||
Non-current assets | ||||
Property, plant and equipment, net | 296 | 307 | ||
Goodwill | 6,022 | 5,728 | ||
Other intangible assets, net | 4,513 | 4,248 | ||
Deferred tax assets | (1) | |||
Other non-current assets | 241 | 245 | ||
Equity investment in subsidiaries | 4,190 | 4,222 | ||
Intercompany loans | 1,829 | 3,332 | ||
Total assets | 18,195 | 19,275 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 422 | 479 | ||
Deferred revenues | 204 | 172 | ||
Income tax liabilities | 47 | 36 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 40 | 35 | ||
Intercompany payables | 1,300 | 988 | ||
Total current liabilities | 2,013 | 1,710 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 113 | 106 | ||
Deferred tax liabilities | 1,063 | 1,027 | ||
Intercompany loans | 10,173 | 11,708 | ||
Other non-current liabilities | 603 | 609 | ||
Total liabilities | 13,965 | 15,160 | ||
Total stockholders’ equity | 4,230 | 4,117 | ||
Noncontrolling interests | (2) | |||
Total equity | 4,230 | 4,115 | ||
Total liabilities and equity | 18,195 | 19,275 | ||
Non-Guarantor | ||||
Current assets | ||||
Cash and cash equivalents | 569 | 529 | $ 408 | $ 349 |
Trade and other receivables, net | 765 | 691 | ||
Prepaid expenses and other current assets | 135 | 112 | ||
Intercompany receivables | 123 | 167 | ||
Total current assets | 1,592 | 1,499 | ||
Non-current assets | ||||
Property, plant and equipment, net | 162 | 164 | ||
Goodwill | 2,330 | 2,117 | ||
Other intangible assets, net | 529 | 488 | ||
Deferred tax assets | 109 | 126 | ||
Other non-current assets | 82 | 81 | ||
Intercompany loans | 140 | 150 | ||
Total assets | 4,944 | 4,625 | ||
Current liabilities | ||||
Accounts payable and other current liabilities | 492 | 481 | ||
Deferred revenues | 124 | 125 | ||
Income tax liabilities | 149 | 59 | ||
Current portion of long-term debt, capital lease obligations and short-term borrowings | 5 | 8 | ||
Intercompany payables | 293 | 304 | ||
Total current liabilities | 1,063 | 977 | ||
Non-current liabilities | ||||
Long-term debt and capital lease obligations | 17 | 21 | ||
Deferred tax liabilities | 85 | 77 | ||
Intercompany loans | 367 | 347 | ||
Other non-current liabilities | 314 | 315 | ||
Total liabilities | 1,846 | 1,737 | ||
Total stockholders’ equity | 2,897 | 2,695 | ||
Noncontrolling interests | 201 | 193 | ||
Total equity | 3,098 | 2,888 | ||
Total liabilities and equity | 4,944 | 4,625 | ||
Consolidation Eliminations | ||||
Current assets | ||||
Intercompany receivables | (1,593) | (1,341) | ||
Total current assets | (1,593) | (1,341) | ||
Non-current assets | ||||
Equity investment in subsidiaries | (9,642) | (9,418) | ||
Intercompany loans | (10,602) | (15,040) | ||
Total assets | (21,837) | (25,799) | ||
Current liabilities | ||||
Intercompany payables | (1,593) | (1,341) | ||
Total current liabilities | (1,593) | (1,341) | ||
Non-current liabilities | ||||
Intercompany loans | (10,602) | (15,040) | ||
Total liabilities | (12,195) | (16,381) | ||
Total stockholders’ equity | (9,642) | (9,418) | ||
Total equity | (9,642) | (9,418) | ||
Total liabilities and equity | $ (21,837) | $ (25,799) |
Guarantor Financial Informati66
Guarantor Financial Information - Condensed Consolidated Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/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 | |
Repayment of debt | (2,289) | (101) |
Proceeds from issuances of debt, net of issuance costs | 2,745 | 496 |
Decrease in other short-term borrowings | (5) | |
Cash dividends paid to stockholders | (353) | (323) |
Repurchase of common stock | (117) | (394) |
Activity under stock plans | 21 | 72 |
Proceeds from employee stock purchase plan | 5 | |
Capital leases | (42) | (26) |
Settlement of intercompany and other financing activities | (13) | (33) |
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 |
Parent | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | (48) | (4) |
Financing activities: | ||
Cash dividends paid to stockholders | (353) | (323) |
Repurchase of common stock | (117) | (394) |
Activity under stock plans | 28 | 91 |
Proceeds from employee stock purchase plan | 5 | |
Settlement of intercompany and other financing activities | 481 | 622 |
Net cash used in financing activities | 44 | (4) |
Net (decrease)/increase in cash and cash equivalents | (4) | (8) |
Cash and cash equivalents at beginning of period | 5 | 1 |
Cash and cash equivalents at end of period | 1 | (7) |
Issuers | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | 193 | 170 |
Financing activities: | ||
Repayment of debt | (2,288) | (101) |
Proceeds from issuances of debt, net of issuance costs | 2,745 | 496 |
Settlement of intercompany and other financing activities | (632) | (547) |
Net cash used in financing activities | (175) | (152) |
Net (decrease)/increase in cash and cash equivalents | 18 | 18 |
Cash and cash equivalents at beginning of period | 1 | |
Cash and cash equivalents at end of period | 19 | 18 |
Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | 424 | 412 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (573) | (239) |
Additions to property, plant and equipment and other assets | (29) | (41) |
Additions to intangible assets | (218) | (205) |
Proceeds from the sale of property, plant and equipment and other assets | 28 | |
Other investing activities | (1) | (1) |
Net cash used in investing activities | (793) | (486) |
Financing activities: | ||
Net borrowings under revolving credit facility | 193 | |
Activity under stock plans | (7) | (19) |
Capital leases | (40) | |
Settlement of intercompany and other financing activities | 273 | (82) |
Net cash used in financing activities | 226 | 92 |
Effect of exchange-rate changes on cash and cash equivalents | (3) | 2 |
Net (decrease)/increase in cash and cash equivalents | (146) | 20 |
Cash and cash equivalents at beginning of period | 219 | 7 |
Cash and cash equivalents at end of period | 73 | 27 |
Non-Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | 235 | 175 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (22) | (24) |
Additions to property, plant and equipment and other assets | (26) | (42) |
Additions to intangible assets | (46) | (36) |
Other investing activities | (1) | (3) |
Net cash used in investing activities | (95) | (105) |
Financing activities: | ||
Repayment of debt | (1) | |
Decrease in other short-term borrowings | (5) | |
Capital leases | (2) | |
Settlement of intercompany and other financing activities | (135) | (26) |
Net cash used in financing activities | (143) | (26) |
Effect of exchange-rate changes on cash and cash equivalents | 43 | 15 |
Net (decrease)/increase in cash and cash equivalents | 40 | 59 |
Cash and cash equivalents at beginning of period | 529 | 349 |
Cash and cash equivalents at end of period | $ 569 | $ 408 |