Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2019shares | |
Document Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | NLSN |
Entity Registrant Name | Nielsen Holdings plc |
Entity Central Index Key | 0001492633 |
Entity Current Reporting Status | Yes |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 355,673,567 |
Entity Shell Company | false |
Entity File Number | 001-35042 |
Entity Tax Identification Number | 981225347 |
Entity Address, Address Line One | 85 Broad Street |
Entity Address, City or Town | New York |
Entity Address, State or Province | New York |
Entity Address, Postal Zip Code | 10004 |
City Area Code | (646) |
Local Phone Number | 654-5000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,628 | $ 1,647 | $ 3,191 | $ 3,257 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 699 | 698 | 1,394 | 1,417 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 483 | 494 | 963 | 987 |
Depreciation and amortization | 185 | 162 | 364 | 329 |
Restructuring charges | 12 | 65 | 47 | 89 |
Operating income/(loss) | 249 | 228 | 423 | 435 |
Interest income | 1 | 2 | 3 | 4 |
Interest expense | (100) | (100) | (199) | (196) |
Foreign currency exchange transaction gains/(losses), net | (1) | (4) | (4) | (4) |
Other income/(expense), net | (5) | 5 | (4) | |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates | 149 | 121 | 228 | 235 |
Benefit/(provision) for income taxes | (23) | (44) | (55) | (83) |
Equity in net income/(loss) of affiliates | (1) | (1) | ||
Net income/(loss) | 126 | 76 | 173 | 151 |
Net income/(loss) attributable to noncontrolling interests | 3 | 4 | 7 | 7 |
Net income/(loss) attributable to Nielsen shareholders | $ 123 | $ 72 | $ 166 | $ 144 |
Net income/(loss) per share of common stock, basic | ||||
Net income/(loss) attributable to Nielsen shareholders | $ 0.35 | $ 0.20 | $ 0.47 | $ 0.40 |
Net income/(loss) per share of common stock, diluted | ||||
Net income/(loss) attributable to Nielsen shareholders | $ 0.34 | $ 0.20 | $ 0.47 | $ 0.40 |
Weighted-average shares of common stock outstanding, basic | 355,630,327 | 355,773,490 | 355,539,038 | 356,115,127 |
Dilutive shares of common stock | 997,381 | 602,670 | 954,854 | 707,962 |
Weighted-average shares of common stock outstanding, diluted | 356,627,708 | 356,376,160 | 356,493,892 | 356,823,089 |
Dividends declared per common share | $ 0.35 | $ 0.35 | $ 0.70 | $ 0.69 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income/(loss) | $ 126 | $ 76 | $ 173 | $ 151 | |
Other comprehensive income/(loss), net of tax | |||||
Foreign currency translation adjustments | [1] | 9 | (141) | 20 | (100) |
Changes in the fair value of cash flow hedges | [2] | (20) | 3 | (29) | 14 |
Defined benefit pension plan adjustments | [3] | 2 | 5 | 6 | 9 |
Total other comprehensive income/(loss) | (9) | (133) | (3) | (77) | |
Total comprehensive income/(loss) | 117 | (57) | 170 | 74 | |
Less: comprehensive income/(loss) attributable to noncontrolling interests | 5 | 9 | 5 | ||
Total comprehensive income/(loss) attributable to Nielsen shareholders | $ 112 | $ (57) | $ 161 | $ 69 | |
[1] | Net of tax of $3 million and $(6) million for the three months ended June 30, 2019 and 2018, respectively, and $(1) million and $(3) million for the six months ended June 30, 2019 and 2018, respectively | ||||
[2] | Net of tax of $8 million and $(1) million million | ||||
[3] | Net of tax of zero and $(1) million for the three months ended June 30, 2019 and 2018, respectively, and $(1) million and $(2) million for the six months ended June 30, 2019 and 2018, respectively. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income/(Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 3 | $ (6) | $ (1) | $ (3) |
Changes in the fair value of cash flow hedges, tax | 8 | (1) | 11 | (5) |
Defined benefit pension plan adjustments, tax | $ 0 | $ (1) | $ (1) | $ (2) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 393 | $ 524 |
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $26 and $31 as of June 30, 2019 and December 31, 2018, respectively | 1,227 | 1,118 |
Prepaid expenses and other current assets | 406 | 361 |
Total current assets | 2,026 | 2,003 |
Non-current assets | ||
Property, plant and equipment, net | 450 | 468 |
Operating lease right-of-use asset | 453 | |
Goodwill | 7,017 | 6,987 |
Other intangible assets, net | 4,981 | 5,024 |
Deferred tax assets | 329 | 333 |
Other non-current assets | 332 | 364 |
Total assets | 15,588 | 15,179 |
Current liabilities | ||
Accounts payable and other current liabilities | 1,024 | 1,119 |
Deferred revenues | 363 | 355 |
Income tax liabilities | 90 | 76 |
Current portion of long-term debt, finance lease obligations and short-term borrowings | 412 | 107 |
Total current liabilities | 1,889 | 1,657 |
Non-current liabilities | ||
Long-term debt and finance lease obligations | 8,233 | 8,280 |
Deferred tax liabilities | 1,078 | 1,108 |
Operating lease liabilities | 418 | |
Other non-current liabilities | 982 | 1,091 |
Total liabilities | 12,600 | 12,136 |
Commitments and contingencies (Note 13) | ||
Nielsen shareholders’ equity | ||
Common stock, €0.07 par value, 1,185,800,000 and 1,185,800,000 shares authorized, 355,687,078 and 355,323,822 shares issued and 355,673,567 and 355,271,737 shares outstanding at June 30, 2019 and December 31, 2018, respectively | 32 | 32 |
Additional paid-in capital | 4,501 | 4,720 |
Retained earnings/(accumulated deficit) | (629) | (795) |
Accumulated other comprehensive loss, net of income taxes | (1,115) | (1,110) |
Total Nielsen shareholders’ equity | 2,789 | 2,847 |
Noncontrolling interests | 199 | 196 |
Total equity | 2,988 | 3,043 |
Total liabilities and equity | $ 15,588 | $ 15,179 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) $ in Millions | Jun. 30, 2019USD ($)shares | Jun. 30, 2019€ / shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018€ / shares |
Statement Of Financial Position [Abstract] | ||||
Trade and other receivables, allowances for doubtful accounts and sales returns | $ | $ 26 | $ 31 | ||
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 | 355,687,078 | 355,323,822 | ||
Common stock, shares outstanding | 355,673,567 | 355,271,737 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net income/(loss) | $ 173 | $ 151 |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | ||
Share-based compensation expense | 26 | 20 |
Currency exchange rate differences on financial transactions and other (gains)/losses | (1) | 7 |
Equity in net loss of affiliates, net of dividends received | 1 | 1 |
Depreciation and amortization | 364 | 329 |
Changes in operating assets and liabilities, net of effect of businesses acquired and divested: | ||
Trade and other receivables, net | (118) | (109) |
Prepaid expenses and other assets | (4) | (108) |
Accounts payable and other current liabilities and deferred revenues | (153) | (129) |
Other non-current liabilities | (48) | 1 |
Interest payable | 6 | |
Income taxes | (63) | (38) |
Net cash provided by/(used in) operating activities | 183 | 125 |
Investing Activities | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (60) | (30) |
Additions to property, plant and equipment and other assets | (44) | (44) |
Additions to intangible assets | (186) | (202) |
Net cash provided by/(used in) investing activities | (290) | (276) |
Financing Activities | ||
Net borrowings under revolving credit facility | 296 | 246 |
Proceeds from issuances of debt, net of issuance costs | 781 | |
Repayment of debt | (29) | (799) |
Increase/(decrease) in other short-term borrowings | (1) | |
Cash dividends paid to shareholders | (249) | (246) |
Repurchase of common stock | (60) | |
Activity from share-based compensation plans | (4) | 18 |
Proceeds from employee stock purchase plan | 2 | 3 |
Finance leases | (29) | (40) |
Other financing activities | (8) | (11) |
Net cash provided by/(used in) financing activities | (22) | (108) |
Effect of exchange-rate changes on cash and cash equivalents | (2) | (3) |
Net increase/(decrease) in cash and cash equivalents | (131) | (262) |
Cash and cash equivalents at beginning of period | 524 | 656 |
Cash and cash equivalents at end of period | 393 | 394 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | (118) | (121) |
Cash paid for interest, net of amounts capitalized | $ (193) | $ (196) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income/(Loss), Net Currency Translation Adjustments | Accumulated Other Comprehensive Income/(Loss), Net Cash Flow Hedges | Accumulated Other Comprehensive Income/(Loss), Net Post Employment Benefits | Total Nielsen Shareholders' Equity | Noncontrolling Interests | |
Balance at Dec. 31, 2017 | $ 4,443 | $ 32 | $ 4,742 | $ 411 | $ (610) | $ 10 | $ (340) | $ 4,245 | $ 198 | |
Net income/(loss) | 151 | 144 | 144 | 7 | ||||||
Currency translation adjustments, net of tax | (100) | [1] | (98) | (98) | (2) | |||||
Cash flow hedges, net of tax | 14 | [2] | 14 | 14 | ||||||
Unrealized gain on pension liability, net of tax | 9 | [3] | 9 | 9 | ||||||
Employee stock purchase plan | 3 | 3 | 3 | |||||||
Dividends to shareholders | (253) | (246) | (246) | (7) | ||||||
Common stock activity from share-based compensation plans | 18 | 18 | 18 | |||||||
Repurchase of common stock | (60) | (60) | (60) | |||||||
Share-based compensation expense | 20 | 20 | 20 | |||||||
Balance at Jun. 30, 2018 | 4,245 | 32 | 4,723 | 309 | (708) | 24 | (331) | 4,049 | 196 | |
Balance at Mar. 31, 2018 | 4,458 | 32 | 4,750 | 362 | (571) | 21 | (336) | 4,258 | 200 | |
Net income/(loss) | 76 | 72 | 72 | 4 | ||||||
Currency translation adjustments, net of tax | (141) | [1] | (137) | (137) | (4) | |||||
Cash flow hedges, net of tax | 3 | [2] | 3 | 3 | ||||||
Unrealized gain on pension liability, net of tax | 5 | [3] | 5 | 5 | ||||||
Employee stock purchase plan | 2 | 2 | 2 | |||||||
Dividends to shareholders | (129) | (125) | (125) | (4) | ||||||
Common stock activity from share-based compensation plans | 4 | 4 | 4 | |||||||
Repurchase of common stock | (40) | (40) | (40) | |||||||
Share-based compensation expense | 7 | 7 | 7 | |||||||
Balance at Jun. 30, 2018 | 4,245 | 32 | 4,723 | 309 | (708) | 24 | (331) | 4,049 | 196 | |
Balance at Dec. 31, 2018 | 3,043 | 32 | 4,720 | (795) | (779) | 11 | (342) | 2,847 | 196 | |
Net income/(loss) | 173 | 166 | 166 | 7 | ||||||
Currency translation adjustments, net of tax | 20 | [1] | 18 | 18 | 2 | |||||
Cash flow hedges, net of tax | (29) | [2] | (29) | (29) | ||||||
Unrealized gain on pension liability, net of tax | 6 | [3] | 6 | 6 | ||||||
Employee stock purchase plan | 2 | 2 | 2 | |||||||
Capital contribution by non-controlling partner | 2 | 2 | ||||||||
Divestiture of a non-controlling interest in a consolidated subsidiary, net | (2) | (2) | ||||||||
Dividends to shareholders | (255) | (249) | (249) | (6) | ||||||
Common stock activity from share-based compensation plans | (4) | (4) | (4) | |||||||
Share-based compensation expense | 32 | 32 | 32 | |||||||
Balance at Jun. 30, 2019 | 2,988 | 32 | 4,501 | (629) | (761) | (18) | (336) | 2,789 | 199 | |
Balance at Mar. 31, 2019 | 2,989 | 32 | 4,614 | (752) | (768) | 2 | (338) | 2,790 | 199 | |
Net income/(loss) | 126 | 123 | 123 | 3 | ||||||
Currency translation adjustments, net of tax | 9 | [1] | 7 | 7 | 2 | |||||
Cash flow hedges, net of tax | (20) | [2] | (20) | (20) | ||||||
Unrealized gain on pension liability, net of tax | 2 | [3] | 2 | 2 | ||||||
Employee stock purchase plan | 1 | 1 | 1 | |||||||
Divestiture of a non-controlling interest in a consolidated subsidiary, net | (2) | (2) | ||||||||
Dividends to shareholders | (128) | (125) | (125) | (3) | ||||||
Common stock activity from share-based compensation plans | (1) | (1) | (1) | |||||||
Share-based compensation expense | 12 | 12 | 12 | |||||||
Balance at Jun. 30, 2019 | $ 2,988 | $ 32 | $ 4,501 | $ (629) | $ (761) | $ (18) | $ (336) | $ 2,789 | $ 199 | |
[1] | Net of tax of $3 million and $(6) million for the three months ended June 30, 2019 and 2018, respectively, and $(1) million and $(3) million for the six months ended June 30, 2019 and 2018, respectively | |||||||||
[2] | Net of tax of $8 million and $(1) million million | |||||||||
[3] | Net of tax of zero and $(1) million for the three months ended June 30, 2019 and 2018, respectively, and $(1) million and $(2) million for the six months ended June 30, 2019 and 2018, respectively. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||
Currency translation adjustments, tax | $ 3 | $ (6) | $ (1) | $ (3) |
Cash flow hedges, tax | 8 | (1) | 11 | (5) |
Unrealized gain on pension liability, tax | $ 0 | $ (1) | $ (1) | $ (2) |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
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 information and measurement company that provides clients with a comprehensive understanding of consumers and consumer behavior. Nielsen’s approach marries the Company’s proprietary data with other data sources to help clients around the world understand what's happening now, what's happening next, and how to best act on this knowledge. For more than 90 years Nielsen has provided data and analytics based on scientific rigor and innovation, continually developing new ways to answer the most important questions facing the media, advertising, retail and fast-moving consumer goods industries. Prior to February 2019, Nielsen was aligned into two reporting segments: what consumers buy (“Buy”) and what consumers read, watch and listen to (“Watch”). In February 2019, Nielsen realigned its business segments from Buy and Watch to Nielsen Global Connect (“Connect”) and Nielsen Global Media (“Media”). Each segment operates as a complete unit—from the conception of a product, through the collection of the data, into the technology and operations, all the way to the data being sold and delivered to the client. These changes better align Nielsen’s external view to the Company’s go-forward internal view. The Company’s reportable segments are stated on the new basis and such changes were retrospectively applied. The impact of these changes had an insignificant impact on Nielsen’s condensed consolidated financial statements or segment results. 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, United States. 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 United States (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 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 June 30, 2019 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 primarily consist of employee stock options and restricted stock units. The effect of 4,252,823 and 3,987,794 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2019 and 2018, respectively, as such shares would have been anti-dilutive. The effect of 4,349,778 and 4,102,565 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2019 and 2018, respectively, as such shares would have been anti-dilutive. Accounts Receivable The Company extends non-interest bearing trade credit to its customers in the ordinary course of business. To minimize credit risk, ongoing credit evaluations of client’s financial condition are performed. An estimate of the allowance for doubtful accounts is made when collection of the full amount is no longer probable or returns are expected. D uring the six months ended June 30, 2019, Nielsen sold $131 million of accounts receivable . As of June 30, 2019 and December 31, 2018, $50 million and $105 million of previously sold receivables, respectively, remained outstanding. . The proceeds of $131 million from the sales . |
Summary of Recent Accounting Pr
Summary of Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Recent Accounting Pronouncements | 2. Summary of Recent Accounting Pronouncements Leases Effective January 1, 2019, the Company adopted the new lease accounting standard using the transition method approved by the FASB on July 30, 2018, which allows companies to apply the provisions of the new leasing standard as of January 1, 2019, without adjusting the comparative periods presented. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resulted in the recording of net operating lease right-of-use (ROU) assets of $0.5 billion (amount is net of lease incentives and ASC 420 cease-use liabilities) and corresponding operating lease liabilities of $0.5 billion. Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. See Note 5 (“Leases”) for further discussion . Income Taxes In February 2018, the FASB issued an ASU, “Reclassification of Certain Tax Effects From Accumulated Comprehensive Income”. The new standard gives companies the option to reclassify stranded tax effects caused by the newly-enacted US Tax Cuts and Jobs Act (“TCJA”) from accumulated other comprehensive income (“AOCI”) to retained earnings. The new standard became effective for Nielsen on January 1, 2019. Nielsen is electing to not reclassify stranded income tax effects of the TCJA from AOCI to retained earnings. Financial Instruments – Credit Losses In June 2016, the FASB issued an ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Nielsen is currently assessing the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements . |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. Revenue Recognition Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer, which generally occurs over time. Substantially all of the Company’s customer contracts are non-cancelable and non-refundable. The following is a description of principal activities, by reportable segment, from which the Company generates its revenues. Revenue from the Connect segment consists primarily of measurement services, which include our core tracking and scan data (primarily transactional measurement data and consumer behavior information) to businesses in the consumer packaged goods industry. Nielsen’s data is used by its clients to measure their market share, tracking billions of sales transactions per month in retail outlets around the world. Revenues for these services are recognized over the period during which the performance obligations are satisfied as the customer receives and consumes the benefits provided by the Company and control of the services are transferred to the customer. The Company also provides consumer intelligence and analytical services that help clients make smarter business decisions throughout their product development and marketing cycles. The Company’s performance under these arrangements do not create an asset with an alternative use to the company and generally include an enforceable right to payment for performance completed to date, as such, revenue for these services is typically recognized over time. Revenue for contracts that do not include an enforceable right to payment for performance completed to date is recognized at a point in time when the performance obligation is satisfied, generally upon delivery of the services, and when control of the service is transferred to the customer. Revenue from our Media segment is primarily generated from television, radio, digital and mobile audience measurement services and analytics which are used by the Company’s media clients to establish the value of airtime and more effectively schedule and promote their programming and the Company’s advertising clients to plan and optimize their spending. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, revenues for these services are recognized over the period during which the performance obligations are satisfied and control of the service is transferred to the customer. The Company enters int o cooperation arrangements with certain customers, under which the customer provides Nielsen with its data in exchange for Nielsen’s services. Nielsen records these transactions at fair value, which is determined based on the fair value of goods or services received, if reasonably estimable. If not reasonably estimable, the Company considers the fair value of the goods or services surrendered . The table below sets forth the Company’s revenue disaggregated within each segment by major product offerings and timing of revenue recognition. (IN MILLIONS) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Connect Segment Measure $ 546 $ 560 $ 1,085 $ 1,123 Predict/Activate 226 240 424 463 Connect $ 772 $ 800 $ 1,509 $ 1,586 Media Segment Audience Measurement $ 622 $ 601 $ 1,227 $ 1,197 Plan/Optimize 234 246 455 474 Media $ 856 $ 847 $ 1,682 $ 1,671 Total $ 1,628 $ 1,647 $ 3,191 $ 3,257 Timing of revenue recognition Products transferred at a point in time $ 145 $ 157 $ 276 $ 275 Products and services transferred over time 1,483 1,490 2,915 2,982 Total $ 1,628 $ 1,647 $ 3,191 $ 3,257 Contract Assets and Liabilities Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. While the Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied, under certain circumstances the related billing occurs in arrears, generally within one month of the services being rendered. At the inception of a contract, the Company generally expects the period between when it transfers its services to its customers and when the customer pays for such services will be one year or less. Contract liabilities relate to advance consideration received or the right to consideration that is unconditional from customers for which revenue is recognized when the performance obligation is satisfied and control transferred to the customer . The table below sets forth the Company’s contract assets and contract liabilities from contracts with customers. (IN MILLIONS) June 30, 2019 December 31, 2018 Contract assets $ 280 $ 210 Contract liabilities $ 369 $ 359 The increase in the contract assets balance during the period was primarily due to $249 million of revenue recognized that was not billed, in accordance with the terms of the contracts, as of June 30, 2019, offset by $179 million of contract assets included in the December 31, 2018 balance that were invoiced to our clients and therefore transferred to trade receivables. The increase in the contract liability balance during the period is primarily due to $287 million of advance consideration received or the right to consideration that is unconditional from customers for which revenue was not recognized during the period, offset by $277 million of revenue recognized that was included in the December 31, 2018 contract liability balance. Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2019, approximately $6.9 billion of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for our services. This amount excludes variable consideration allocated to performance obligations related to sales and usage based royalties on licenses of intellectual property. The Company expects to recognize revenue on approximately 70% of these remaining performance obligations through December 31, 2020, with the balance recognized thereafter. Deferred Costs Incremental direct costs incurred to build the infrastructure to service new contracts are capitalized as a contract cost. As of June 30, 2019 and December 31, 2018, the balances of such capitalized costs were $14 million and $18 million, respectively. These costs are typically amortized through cost of revenues over the original contract period beginning when the infrastructure to service new clients is ready for its intended use. The amortization of these costs for the three and six months ended June 30, 2019 was $2 million and $4 million, respectively. The amortization of these costs for the three and six months ended June 30, 2018 was $3 million and $7 million, respectively. There was no impairment loss recorded in any of the periods presented. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions Acquisitions For the six months ended June 30, 2019, Nielsen paid cash consideration of $60 million associated with current period acquisitions, net of cash acquired. Had these 2019 acquisitions occurred as of January 1, 2019, the impact on Nielsen’s consolidated results of operations would not have been material. For the six months ended June 30, 2018, Nielsen paid cash consideration of $30 million associated with both current period and previously executed acquisitions, net of cash acquired. Had these 2018 acquisitions occurred as of January 1, 2018, the impact on Nielsen’s consolidated results of operations would not have been material. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 5. Leases All significant lease arrangements are generally recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement. An ROU asset and corresponding lease liability are not recorded for leases with an initial term of 12 months or less (short term leases) and Nielsen recognizes lease expense for these leases as incurred over the lease term . Nielsen has operating and finance leases for real estate facilities, servers, computer hardware, and other equipment. Nielsen’s leases have remaining lease terms of 1 year to 30 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. The components of lease expense were as follows: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 25 $ 37 Interest on lease liabilities 3 5 Total finance lease cost 28 42 Operating lease cost 36 58 Sublease income (1 ) (2 ) Total lease cost $ 63 $ 98 Supplemental balance sheet information related to leases was as follows: (in millions, except lease term and discount rate) June 30, 2019 Operating leases Operating lease right-of-use assets $ 453 Other current liabilities 111 Operating lease liabilities 418 Total operating lease liabilities $ 529 Finance leases Property, plant and equipment, gross $ 367 Accumulated depreciation (189 ) Property, plant and equipment, net 178 Other intangible assets, gross 23 Accumulated amortization (11 ) Other intangible assets, net 12 Accounts payable and other current liabilities 61 Long-term debt and capital lease obligations 90 Total finance lease liabilities $ 151 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases (5 ) Operating cash flows from operating leases (65 ) Financing cash flows from finance leases (29 ) Right-of-use assets obtained in exchange for new finance lease liabilities 13 Right-of-use assets obtained in exchange for new operating lease liabilities 32 Weighted-average remaining lease term--finance leases 3 years Weighted-average remaining lease term--operating leases 9 years Weighted-average discount rate--finance leases 6.50 % Weighted-average discount rate--operating leases 4.50 % Annual maturities of Nielsen’s lease liabilities are as follows: (in millions) Operating Leases Finance Leases For July 1, 2019 to December 31, 2019 $ 93 $ 46 2020 111 48 2021 84 33 2022 70 18 2023 52 11 2024 35 4 Thereafter 195 9 Total lease payments 640 169 Less imputed interest (111 ) (18 ) Total $ 529 $ 151 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Goodwill During the first quarter of 2019, Nielsen updated its reporting structure in a manner that changed the composition of the Company’s reporting units. The result of this change was combining two of our reporting units into one. Both of these reporting units were in the former Watch reportable segment. The current reporting units are Media and Connect (formerly Watch and Buy), which is the same as our reportable segments. As a result of this change in reporting units, Nielsen performed an interim goodwill impairment analysis during the quarter immediately prior to the change and after the change, and determined that the estimated fair values of the reporting units exceeded their carrying values (including goodwill). As such, there was no impairment as a result of this change. The Connect reporting unit's estimated fair value exceeded its carrying value by less than 10%. Nielsen will continue to closely evaluate and report on any indicators of future impairments. The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2019. (IN MILLIONS) Connect Media Total Balance, December 31, 2018 $ 1,337 $ 5,650 $ 6,987 Acquisitions, divestitures and other adjustments 5 17 22 Effect of foreign currency translation 8 — 8 Balance, June 30, 2019 $ 1,350 $ 5,667 $ 7,017 At June 30, 2019, $49 million of the goodwill is expected to be deductible for income tax purposes. Other Intangible Assets Gross Amounts Accumulated Amortization June 30, December 31, June 30, December 31, (IN MILLIONS) 2019 2018 2019 2018 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 143 140 (106 ) (102 ) Customer-related intangibles 3,153 3,145 (1,685 ) (1,604 ) Covenants-not-to-compete 39 39 (38 ) (38 ) Content databases 168 167 (33 ) (26 ) Computer software 3,009 3,029 (1,635 ) (1,694 ) Patents and other 179 173 (134 ) (126 ) Total $ 6,691 $ 6,693 $ (3,631 ) $ (3,590 ) Amortization expense associated with the above intangible assets was $136 million and $117 million for the three months ended June 30, 2019 and 2018, respectively. These amounts included amortization expense associated with computer software of $86 million and $65 million for the three months ended June 30, 2019 and 2018, respectively. Amortization expense associated with the above intangible assets was $274 million and $237 million for the six months ended June 30, 2019 and 2018, respectively. These amounts included amortization expense associated with computer software of $173 million and $133 million for the six months ended June 30, 2019 and 2018, respectively. |
Changes in and Reclassification
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component | 7. Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component The table below summarizes the changes in accumulated other comprehensive income/(loss), net of tax, by component for the six months ended June 30, 2019 and 2018. Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2018 $ (779 ) $ 11 $ (342 ) $ (1,110 ) Other comprehensive income/(loss) before reclassifications 20 (24 ) — (4 ) Amounts reclassified from accumulated other comprehensive (income)/loss — (5 ) 6 1 Net current period other comprehensive income/(loss) 20 (29 ) 6 (3 ) Net current period other comprehensive income/(loss) attributable to noncontrolling interest 2 — — 2 Net current period other comprehensive income/(loss) attributable to Nielsen shareholders 18 (29 ) 6 (5 ) Balance June 30, 2019 $ (761 ) $ (18 ) $ (336 ) $ (1,115 ) Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2017 $ (610 ) $ 10 $ (340 ) $ (940 ) Other comprehensive income/(loss) before reclassifications (100 ) 15 2 (83 ) Amounts reclassified from accumulated other comprehensive (income)/loss — (1 ) 7 6 Net current period other comprehensive income/(loss) (100 ) 14 9 (77 ) Net current period other comprehensive income/(loss) attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive income/(loss) attributable to Nielsen shareholders (98 ) 14 9 (75 ) Balance June 30, 2018 $ (708 ) $ 24 $ (331 ) $ (1,015 ) The table below summarizes the reclassification of accumulated other comprehensive loss by component for the three months ended June 30, 2019 and 2018, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive (Income)/Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components June 30, 2019 June 30, 2018 Statement of Operations Cash flow hedges Interest rate contracts $ (3 ) $ (1 ) Interest (income)/expense 1 — (Benefit)/provision for income taxes $ (2 ) $ (1 ) Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 4 $ 5 (a) (1 ) (1 ) (Benefit)/provision for income taxes $ 3 $ 4 Total, net of tax Total reclassification for the period $ 1 $ 3 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 six months ended June 30, 2019 and 2018, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive (Income)/Loss Details about Accumulated Affected Line Item in the Other Comprehensive Six Months Ended Six Months Ended Condensed Consolidated Income components June 30, 2019 June 30, 2018 Statement of Operations Cash flow hedges Interest rate contracts $ (7 ) $ (1 ) Interest (income)/expense 2 — (Benefit)/provision for income taxes $ (5 ) $ (1 ) Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 7 $ 9 (a) (1 ) (2 ) (Benefit)/provision for income taxes $ 6 $ 7 Total, net of tax Total reclassification for the period $ 1 $ 6 Net of tax (a) This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Activities | 8. Restructuring Activities Productivity Initiatives Restructuring charges are primarily related to programs associated with Nielsen’s plans to reduce selling, general and administrative expenses as well as automation initiatives. These charges primarily relate to employee separation packages. The amounts are calculated based on salary levels and past service periods. Severance costs are generally charged to earnings when planned employee terminations are approved. A summary of the changes in the liabilities for restructuring activities is provided below: Total (IN MILLIONS) Initiatives Balance at December 31, 2018 $ 68 Reclassification of ASC 420 real estate restructuring to right-of -use asset (1) (22 ) Charges (2) 42 Payments (45 ) Effect of foreign currency translation and other adjustments (2 ) Balance at June 30, 2019 $ 41 (1) Upon adoption of ASC 842, the real estate operating lease ASC 420 liabilities were reclassified and presented as a reduction of the related operating lease right-of-use asset. (2) Excludes charges related to operating lease right-of-use assets of $5 million. Includes $6 million of adjustments related to changes Nielsen recorded $7 million and $65 million in restructuring charges primarily relating to the productivity initiatives referenced above for the three months ended June 30, 2019 and 2018, respectively. Nielsen recorded $42 million and $89 million in restructuring charges primarily relating to the productivity initiatives referenced above for the six months ended June 30, 2019 and 2018, respectively. Of the $41 million in remaining liabilities for restructuring actions, $37 million is expected to be paid within one year and is classified as a current liability within the condensed consolidated balance sheet as of June 30, 2019. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. 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 and long-term debt. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. In addition, the Company records changes in the fair value of equity investments with readily determinable fair values in net income rather than in accumulated other comprehensive income/(loss). Investments that do not have readily determinable fair values are recognized at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adjustments related to the observable price changes will also be recognized in net income. The following table summarizes the valuation of the Company’s material financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018: June 30, (IN MILLIONS) 2019 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 26 26 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 2 — 2 — Total $ 30 $ 28 $ 2 — Liabilities: Interest rate swap arrangements (3) $ 22 — $ 22 — Deferred compensation liabilities (4) 26 26 — — Total $ 48 $ 26 $ 22 — December 31, 2018 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 25 25 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 23 — 23 — Total $ 50 $ 27 23 — Liabilities: Interest rate swap arrangements (3) $ 3 — $ 3 — Deferred compensation liabilities (4) 27 27 — — Total $ 30 $ 27 $ 3 — (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 equity securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the condensed consolidated statement of operations. (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 equity 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 equity 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 the risk that changes in interest rates will affect the cash flows of its underlying debt obligations. To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis. Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in accumulated other comprehensive income/(loss). Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 10 - Long-term Debt and Other Financing Arrangements for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote. It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. Certain of the ISDA Master Agreements contain cross-default provisions where 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 June 30, 2019, 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 six months ended June 30, 2019 and 2018, Nielsen recorded a net loss of zero and $1 million, respectively, associated with foreign currency derivative financial instruments within foreign currency exchange transactions losses, net in its condensed consolidated statements of operations. As of June 30, 2019 and December 31, 2018 the notional amount of the outstanding foreign currency derivative financial instruments were $135 million and $76 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 from the effective portion of the hedge as a component of accumulated other comprehensive income/(loss) and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings, and within the same income statement line item as the impact of the hedged transaction. In May 2019, the Company entered into a $150 million aggregate notional amount four-year forward interest rate swap agreement with a starting date of July 9, 2019. 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 1.82%. This derivative has been designated as an interest rate cash flow hedge. In March 2019, the Company entered into a $150 million aggregate notional amount four-year forward interest rate swap agreement with a starting date of April 9, 2019. 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 2.26%. This derivative has been designated as an interest rate cash flow hedge. In March 2019, the Company entered into a $250 million aggregate notional amount four-year forward interest rate swap agreement with a starting date of June 9, 2019. 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 2.07%. This derivative has been designated as an interest rate cash flow hedge. As of June 30, 2019, 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 $ 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 US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2023 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2023 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 June 2023 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2023 US Dollar The effect of cash flow hedge accounting on the condensed consolidated statement of operations for the three and six months ended June 30, 2019 and 2018 respectively: Interest Expense Interest Expense Three Months Ended June 30, Six Months Ended June 30, (IN MILLIONS) 2019 2018 2019 2018 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 100 $ 100 $ 199 $ 196 Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax $ 2 $ 1 $ 5 $ 1 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 $2 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 June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Derivatives Designated as Hedging Instruments Prepaid Expense Prepaid Expense Other and Other Current Other Non-Current Other Non-Current Other Current Other Non-Current Non-Current (IN MILLIONS) Assets Assets Liabilities Assets Assets Liabilities Interest rate swaps $ — $ 2 $ 22 $ 3 $ 20 $ 3 Derivatives in Cash Flow Hedging Relationships The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2019 and 2018 was as follows: Amount of (Gain)/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 Three Months Ended into Income (Effective Three Months Ended Hedging Relationships June 30, Portion) June 30, (IN MILLIONS) 2019 2018 2019 2018 Interest rate swaps $ 25 $ (6 ) Interest expense $ (3 ) $ (1 ) The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2019 and 2018 was as follows: Amount of (Gain)/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 Six Months Ended into Income Six Months Ended Hedging Relationships June 30, (Effective Portion) June 30, (IN MILLIONS) 2019 2018 2019 2018 Interest rate swaps $ 33 $ (21 ) Interest expense $ (7 ) $ (1 ) Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company is required, on a nonrecurring basis, to adjust the carrying value for certain assets using fair value measurements. The Company’s equity method investments, 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 six months ended June 30, 2019. |
Long-term Debt and Other Financ
Long-term Debt and Other Financing Arrangements | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Other Financing Arrangements | 10. Long-term Debt and Other Financing Arrangements Unless otherwise stated, interest rates are as of June 30, 2019. June 30, 2019 December 31, 2018 Weighted Weighted Interest Carrying Fair Interest Carrying Fair (IN MILLIONS) Rate Amount Value Rate Amount Value $1,125 million Senior secured term loan (LIBOR based variable rate of 4.16%) due 2023 $ 1,099 1,090 $ 1,112 1,100 $2,303 million Senior secured term loan (LIBOR based variable rate of 4.41%) due 2023 2,274 2,256 2,285 2,215 € of 2.50%) due 2023 615 615 623 619 $850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023 296 292 — — Total senior secured credit facilities (with weighted-average interest rate) 4.12 % 4,284 4,253 4.09 % 4,020 3,934 $800 million 4.50% senior debenture loan due 2020 798 801 797 792 $625 million 5.50% senior debenture loan due 2021 622 628 621 621 $2,300 million 5.00% senior debenture loan due 2022 2,292 2,294 2,290 2,179 $500 million 5.00% senior debenture loan due 2025 497 492 496 472 Total debenture loans (with weighted-average interest rate) 5.22 % 4,209 4,215 5.22 % 4,204 4,064 Other loans 1 1 1 1 Total long-term debt 4.67 % 8,494 8,469 4.67 % 8,225 7,999 Finance lease and other financing obligations 151 161 Bank overdrafts — 1 Total debt and other financing arrangements 8,645 8,387 Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings 412 107 Non-current portion of long-term debt and finance lease and other financing obligations $ 8,233 $ 8,280 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 July 1, 2019 to December 31, 2019 $ 320 2020 854 2021 702 2022 2,400 2023 3,719 2024 — Thereafter 499 $ 8,494 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders’ Equity | 11. Shareholders’ Equity Common stock activity is as follows: Six Months Ended June 30, 2019 Actual number of shares of common stock outstanding Beginning of period 355,271,737 Shares of common stock issued through compensation plans 363,256 Employee benefit trust activity 38,574 End of period 355,673,567 On January 31, 2013, the Company’s Board of Directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. The following table represents the cash dividends declared by the Board and paid for the years ended December 31, 2018 and the six months ended June 30, 2019, respectively. Declaration Date Record Date Payment Date Dividend Per Share February 21, 2018 March 7, 2018 March 21, 2018 $ 0.34 April 19, 2018 June 6, 2018 June 20, 2018 $ 0.35 July 19, 2018 August 22, 2018 September 5, 2018 $ 0.35 October 18, 2018 November 21, 2018 December 5, 2018 $ 0.35 February 21, 2019 March 7, 2019 March 21, 2019 $ 0.35 April 18, 2019 June 5, 2019 June 19, 2019 $ 0.35 On July 18, 2019, the Board declared a cash dividend of $0.35 per share on Nielsen’s common stock. The dividend is payable on September 5, 2019 to shareholders of record at the close of business on August 22, 2019. The dividend policy and the payment of future cash dividends are subject to the discretion of the Board. Nielsen’s Board approved a share repurchase program, as included in the below table, for up to $2 billion in the aggregate of our outstanding common stock. The primary purpose of the program is to return value to shareholders and to mitigate dilution associated with Nielsen’s equity compensation plans. Board Approval Share Repurchase Authorization ($ in millions) July 25, 2013 $ 500 October 23, 2014 $ 1,000 December 11, 2015 $ 500 Total Share Repurchase Authorization $ 2,000 Repurchases under this program will be made in accordance with applicable securities laws from time to time in the open market or otherwise depending on Nielsen’s 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 June 30, 2019, there were 39,426,521 shares of the Company’s common stock purchased at an average price of $44.95 per share (total consideration of approximately $1,772 million) under this program. There were no share repurchases for the six months ended June 30, 2019. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The effective tax rates for the three months ended June 30, 2019 and 2018 were 15% and 36%, respectively. The tax rate for the three months ended June 30, 2019 was lower than the statutory rate as a result of the favorable impact of certain financing activities and the release of certain tax contingencies, offset by the impact of tax rate differences in other jurisdictions where the Company files tax returns, and audit settlements. The tax rate for the three months ended June 30, 2018 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, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the second quarter effective tax rate in 2019 when compared to 2018 was due to tax reform enacted in the United States as well as the release of certain tax contingencies. The effective tax rates for the six months ended June 30, 2019 and 2018 were 24% and 35%, respectively. The tax rate for the six months ended June 30, 2019 was higher than the statutory rate as a result of the impact of tax rate differences in other jurisdictions where Nielsen files tax returns, and audit settlements, offset by the favorable impact of certain financing activities and the release of certain tax contingencies. The tax rate for the six months ended June 30, 2018 was higher than the statutory rate primarily as a result of the impact of tax rate differences in other jurisdictions where Nielsen files tax returns, offset by the favorable impact of certain financing activities. The principal reason for the decrease in the first half effective tax rate in 2019 when compared to 2018 was due to tax reform enacted within the United States as well as the release of certain tax contingencies. The estimated liability for unrecognized tax benefits as of December 31, 2018 was $572 million. The Company expects to conclude a number of audits in multiple jurisdictions throughout the remainder of the year. Various statutes of limitation are also due to expire. This is likely to result in a decrease in these liabilities as well as a reduction in the Company’s effective tax rate in the future periods when such matters are concluded. 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 2005 and prior periods. In addition, the Company has subsidiaries in various states, provinces and countries that are currently under audit for years ranging from 2004 through 2017. During the second quarter of 2019, ongoing audits were effectively settled in certain tax jurisdictions and the impact was recorded accordingly in the second quarter financial statements. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Legal Proceedings and Contingencies In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleges similar facts but also names other defendants, including former Chief Operating Officer Stephen Hasker, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. These lawsuits assert violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy (now “Connect”) segment, the Company’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. An amended complaint was filed on June 21, 2019, and the Company anticipates filing a motion to dismiss the suit in the forthcoming months. In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of Nielsen’s current and former officers and directors. The derivative lawsuit alleges that the named officers and directors breached their fiduciary duties to Nielsen in connection with factual assertions substantially similar to those in the putative class action complaints. The derivative lawsuit further alleges that certain officers and directors engaged in trading Nielsen stock based on material, nonpublic information. By agreement dated June 26, 2019, the derivative lawsuit has been stayed pending resolution of the Company’s motion to dismiss the aforementioned securities litigation. Nielsen intends to defend these lawsuits vigorously. Based on currently available information, Nielsen believes that the Company has meritorious defenses to these actions and that their resolution is not likely to have a material adverse effect on Nielsen’s business, financial position, or results of operations. 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 Other Contractual Arrangements In July 2019, the Company amended its Second Amended and Restated Master Services Agreement (the “MSA”), dated as of October 1, 2017 and effective as of January 1, 2017 (the “Effective Date”), with Tata America International Corporation and Tata Consultancy Services Limited (jointly, “TCS”) by executing Amendment Number One (the “Amendment”) with TCS, dated as of July 1, 2019 and effective as of January 1, 2019 (the “Amendment Effective Date”). The Amendment reduces the amount of services Nielsen has committed to purchase from TCS from the Amendment Effective Date through the remaining term of the MSA (the “Minimum Commitment”) to $1.413 billion, including a commitment to purchase at least $275 million in services during 2019, at least $ 250 million in services during 2020, $ 184.3 million in services per year from 2021 through 2024, and $ 137.8 million in services in 2025 (in each of the foregoing cases, the “Annual Commitment”). TCS’s charges under existing and future statements of work (“SOW”) pursuant to the MSA will continue to be credited against the Minimum Commitment and the Annual Commitment and the occurrence of certain events, some of which also provide Nielsen with the right to terminate the Agreement or SOWs, as applicable, will continue to be available to reduce the Minimum and Annual Commitment Amounts as they occur. The parties also agreed to certain other commercial terms. However, the other material terms of the MSA as reflected in the MSA and as previously disclosed remain unchanged. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segments | 14. 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. Prior to February 2019, Management aggregated such operating segments into two reporting segments: what consumers buy (“Buy”), consisting principally of market research information and analytical services; and what consumers read, watch and listen to (“Watch”), consisting principally of television, radio, online and mobile audience and advertising measurement and corresponding analytics. In February 2019, Nielsen realigned its business segments from Buy and Watch to Nielsen Global Connect (“Connect”) and Nielsen Global Media (“Media”). Each segment operates as a complete unit—from the conception of a product, through the collection of the data, into the technology and operations, all the way to the data being sold and delivered to the client. These changes better align Nielsen’s external view to its go-forward internal view. The Company’s reportable segments are stated on the new basis and such changes were retrospectively applied. The impact of these changes did not have a material impact on Nielsen’s condensed consolidated financial statements or segment results. 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) Connect Media Corporate Total Three Months Ended June 30, 2019 Revenues $ 772 $ 856 $ — $ 1,628 Depreciation and amortization $ 55 $ 128 $ 2 $ 185 Restructuring charges $ 4 $ 3 $ 5 $ 12 Share-based compensation expense $ 4 $ 3 $ 4 $ 11 Other items (1) $ — $ — $ 13 $ 13 Operating income/(loss) $ 46 $ 237 $ (34 ) $ 249 Business segment income/(loss) (2) $ 109 $ 371 $ (10 ) $ 470 Total assets as of June 30, 2019 $ 5,560 $ 9,822 $ 206 $ 15,588 (IN MILLIONS) Three Months Ended June 30, 2018 Revenues $ 800 $ 847 $ — $ 1,647 Depreciation and amortization $ 54 $ 106 $ 2 $ 162 Restructuring charges $ 55 $ 5 $ 5 $ 65 Share-based compensation expense $ 3 $ 2 $ 2 $ 7 Other items (1) $ — $ — $ 6 $ 6 Operating income/(loss) $ 1 $ 252 $ (25 ) $ 228 Business segment income/(loss) (2) $ 113 $ 365 $ (10 ) $ 468 Total assets as of December 31, 2018 $ 5,416 $ 9,647 $ 116 $ 15,179 (IN MILLIONS) Connect Media Corporate Total Six Months Ended June 30, 2019 Revenues $ 1,509 $ 1,682 $ — $ 3,191 Depreciation and amortization $ 110 $ 251 $ 3 $ 364 Restructuring charges $ 26 $ 10 $ 11 $ 47 Share-based compensation expense $ 8 $ 6 $ 12 $ 26 Other items (1) $ — $ — $ 25 $ 25 Operating income/(loss) $ 44 $ 451 $ (72 ) $ 423 Business segment income/(loss) (2) $ 188 $ 718 $ (21 ) $ 885 (IN MILLIONS) Six Months Ended June 30, 2018 Revenues $ 1,586 $ 1,671 $ — $ 3,257 Depreciation and amortization $ 108 $ 218 $ 3 $ 329 Restructuring charges $ 70 $ 14 $ 5 $ 89 Share-based compensation expense $ 7 $ 5 $ 8 $ 20 Other items (1) $ — $ — $ 18 $ 18 Operating income/(loss) $ 15 $ 475 $ (55 ) $ 435 Business segment income/(loss) (2) $ 200 $ 712 $ (21 ) $ 891 (1) Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three and six months ended June 30, 2019. Other items primarily consists of transaction related costs and business optimization costs for the three and six months ended June 30, 2018. (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 | 6 Months Ended |
Jun. 30, 2019 | |
Guarantees [Abstract] | |
Guarantor Financial Information | 15. 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 June 30, 2019 and December 31, 2018, and consolidating statements of operations and cash flows for the periods ended June 30, 2019 and 2018. 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 June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 890 $ 738 $ — $ 1,628 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 369 330 — 699 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 240 242 — 483 Depreciation and amortization — — 149 36 — 185 Restructuring charges — — 11 1 — 12 Operating income/(loss) (1 ) — 121 129 — 249 Interest income 1 201 (8 ) 1 (194 ) 1 Interest expense — (93 ) (208 ) 7 194 (100 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) — — (1 ) Other income/(expense), net — — 47 (47 ) — — Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries — 108 (49 ) 90 — 149 Beneft/(provision) for income taxes — (29 ) 47 (41 ) — (23 ) Equity in net income/(loss) of subsidiaries 123 33 125 — (281 ) — Net income/(loss) 123 112 123 49 (281 ) 126 Less net income/(loss) attributable to noncontrolling interests — — — 3 — 3 Net income/(loss) attributable to controlling interest 123 112 123 46 (281 ) 123 Total other comprehensive income/(loss) (11 ) (26 ) (11 ) (2 ) 41 (9 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (11 ) (26 ) (11 ) (4 ) 41 (11 ) Total comprehensive income/(loss) 112 86 112 47 (240 ) 117 Comprehensive income/(loss) attributable to noncontrolling interest — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 112 $ 86 $ 112 $ 42 $ (240 ) $ 112 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 899 $ 748 $ — $ 1,647 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 359 339 — 698 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 235 258 — 494 Depreciation and amortization — — 129 33 — 162 Restructuring charges — — 21 44 — 65 Operating income/(loss) (1 ) — 155 74 — 228 Interest income 1 165 8 3 (175 ) 2 Interest expense — (92 ) (174 ) (9 ) 175 (100 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) (3 ) — (4 ) Other income/(expense), net — (6 ) 120 (119 ) — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates — 67 108 (54 ) — 121 Benefit/(provision) for income taxes — (14 ) (22 ) (8 ) — (44 ) Equity in net income/(loss) of subsidiaries 72 27 (14 ) — (85 ) — Equity in net income/(loss) of affiliates — — — (1 ) — (1 ) Net income/(loss) 72 80 72 (63 ) (85 ) 76 Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest 72 80 72 (67 ) (85 ) 72 Total other comprehensive income/(loss) (129 ) 19 (129 ) (151 ) 257 (133 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive income/(loss) attributable to controlling interests (129 ) 19 (129 ) (147 ) 257 (129 ) Total comprehensive income/(loss) $ (57 ) $ 99 $ (57 ) $ (214 ) $ 172 $ (57 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,757 $ 1,434 $ — $ 3,191 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 745 649 — 1,394 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 474 487 — 963 Depreciation and amortization — — 294 70 — 364 Restructuring charges — — 23 24 — 47 Operating income/(loss) (2 ) — 221 204 — 423 Interest income 1 385 2 3 (388 ) 3 Interest expense — (186 ) (398 ) (3 ) 388 (199 ) Foreign currency exchange transaction gains/(losses), net — — — (4 ) — (4 ) Other income/(expense), net — — 40 (35 ) — 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 199 (135 ) 165 — 228 Benefit/(provision) for income taxes — (54 ) 110 (111 ) — (55 ) Equity in net income/(loss) of subsidiaries 167 89 192 — (448 ) — Net income/(loss) 166 234 167 54 (448 ) 173 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 166 234 167 47 (448 ) 166 Total other comprehensive income/(loss) (5 ) (25 ) (5 ) 30 2 (3 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (5 ) (25 ) (5 ) 28 2 (5 ) Total comprehensive income/(loss) 161 209 162 84 (446 ) 170 Comprehensive income/(loss) attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income/(loss) attributable to controlling interest $ 161 $ 209 $ 162 $ 75 $ (446 ) $ 161 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,769 $ 1,488 $ — $ 3,257 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 734 683 — 1,417 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 469 516 — 987 Depreciation and amortization — — 261 68 — 329 Restructuring charges — — 32 57 — 89 Operating income/(loss) (2 ) — 273 164 — 435 Interest income 1 316 18 4 (335 ) 4 Interest expense — (183 ) (328 ) (20 ) 335 (196 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) (3 ) — (4 ) Other income/(expense), net — (7 ) 120 (117 ) — (4 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 126 82 28 — 235 Benefit/(provision) for income taxes — (26 ) (20 ) (37 ) — (83 ) Equity in net income/(loss) of subsidiaries 145 85 83 — (313 ) — Equity in net income/(loss) of affiliates — — — (1 ) — (1 ) Net income/(loss) 144 185 145 (10 ) (313 ) 151 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 144 185 145 (17 ) (313 ) 144 Total other comprehensive income/(loss) (75 ) 21 (75 ) (92 ) 144 (77 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive income/(loss) attributable to controlling interests (75 ) 21 (75 ) (90 ) 144 (75 ) Total comprehensive income/(loss) 69 206 70 (102 ) (169 ) 74 Comprehensive income/(loss) attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 69 $ 206 $ 70 $ (107 ) $ (169 ) $ 69 Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ — $ 43 $ 348 $ — $ 393 Trade and other receivables, net — 1 447 779 — 1,227 Prepaid expenses and other current assets 3 — 271 132 — 406 Intercompany receivables 3 1,515 309 214 (2,041 ) — Total current assets 8 1,516 1,070 1,473 (2,041 ) 2,026 Non-current assets Property, plant and equipment, net — — 290 160 — 450 Operating lease right-of-use asset — — 196 257 453 Goodwill — — 5,531 1,486 — 7,017 Other intangible assets, net — — 4,467 514 — 4,981 Deferred tax assets 1 — — 328 — 329 Other non-current assets — 1 259 72 — 332 Equity investment in subsidiaries 2,756 1,242 4,527 — (8,525 ) — Intercompany loans 25 8,822 100 105 (9,052 ) — Total assets $ 2,790 $ 11,581 $ 16,440 $ 4,395 $ (19,618 ) $ 15,588 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 62 $ 436 $ 526 $ — $ 1,024 Deferred revenues — — 224 139 — 363 Income tax liabilities — — 27 63 — 90 Current portion of long-term debt, finance lease obligations and short-term borrowings — 55 348 9 — 412 Intercompany payables 1 — 1,732 308 (2,041 ) — Total current liabilities 1 117 2,767 1,045 (2,041 ) 1,889 Non-current liabilities Long-term debt and finance lease obligations — 8,142 80 11 — 8,233 Operating lease liabilities — — 219 199 — 418 Deferred tax liabilities — 71 935 72 — 1,078 Intercompany loans — — 8,952 100 (9,052 ) — Other non-current liabilities — 22 731 229 — 982 Total liabilities 1 8,352 13,684 1,656 (11,093 ) 12,600 Total shareholders’ equity 2,789 3,229 2,756 2,540 (8,525 ) 2,789 Noncontrolling interests — — — 199 — 199 Total equity 2,789 3,229 2,756 2,739 (8,525 ) 2,988 Total liabilities and equity $ 2,790 $ 11,581 $ 16,440 $ 4,395 $ (19,618 ) $ 15,588 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ — $ 79 $ 442 $ — $ 524 Trade and other receivables, net — 1 377 740 — 1,118 Prepaid expenses and other current assets — 3 234 124 — 361 Intercompany receivables 3 1,310 399 94 (1,806 ) — Total current assets 6 1,314 1,089 1,400 (1,806 ) 2,003 Non-current assets - Property, plant and equipment, net — — 303 165 — 468 Goodwill — — 5,531 1,456 — 6,987 Other intangible assets, net — — 4,545 479 — 5,024 Deferred tax assets 1 — — 332 — 333 Other non-current assets — 19 273 72 — 364 Equity investment in subsidiaries 2,815 1,232 1,936 — (5,983 ) — Intercompany loans 25 8,822 2,220 105 (11,172 ) — Total assets $ 2,847 $ 11,387 $ 15,897 $ 4,009 $ (18,961 ) $ 15,179 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 62 $ 541 $ 516 $ — $ 1,119 Deferred revenues — — 225 130 — 355 Income tax liabilities — — 20 56 — 76 Current portion of long-term debt, capital lease obligations and short-term borrowings — 54 46 7 — 107 Intercompany payables — — 1,408 398 (1,806 ) — Total current liabilities — 116 2,240 1,107 (1,806 ) 1,657 Non-current liabilities Long-term debt and capital lease obligations — 8,170 95 15 — 8,280 Deferred tax liabilities — 71 956 81 — 1,108 Intercompany loans — — 8,952 2,220 (11,172 ) — Other non-current liabilities — 3 839 249 — 1,091 Total liabilities — 8,360 13,082 3,672 (12,978 ) 12,136 Total shareholders’ equity 2,847 3,027 2,815 141 (5,983 ) 2,847 Noncontrolling interests — — — 196 — 196 Total equity 2,847 3,027 2,815 337 (5,983 ) 3,043 Total liabilities and equity $ 2,847 $ 11,387 $ 15,897 $ 4,009 $ (18,961 ) $ 15,179 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (7 ) $ 39 $ 7 $ 144 $ 183 Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired — — (11 ) (49 ) (60 ) Additions to property, plant and equipment and other assets — — (24 ) (20 ) (44 ) Additions to intangible assets — — (151 ) (35 ) (186 ) Net cash used in investing activities — — (186 ) (104 ) (290 ) Financing activities: Net borrowings under revolving credit facility — — 296 — 296 Repayments of debt — (29 ) — — (29 ) Increase/(decrease) in other short-term borrowings — — — (1 ) (1 ) Cash dividends paid to shareholders (249 ) — — — (249 ) Activity from share-based compensation plans — — (4 ) — (4 ) Proceeds from employee stock purchase plan 2 — — — 2 Finance leases — — (26 ) (3 ) (29 ) Settlement of intercompany and other financing activities 253 (10 ) (121 ) (130 ) (8 ) Net cash provided by/(used in) financing activities 6 (39 ) 145 (134 ) (22 ) Effect of exchange-rate changes on cash and cash equivalents — — (2 ) — (2 ) Net increase/(decrease) in cash and cash equivalents (1 ) — (36 ) (94 ) (131 ) Cash and cash equivalents at beginning of period 3 — 79 442 524 Cash and cash equivalents at end of period $ 2 $ — $ 43 $ 348 $ 393 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (1 ) $ 26 $ (16 ) $ 116 $ 125 Investing activities: — Acquisition of subsidiaries and affiliates, net of cash acquired — — (3 ) (27 ) (30 ) Additions to property, plant and equipment and other assets — — (27 ) (17 ) (44 ) Additions to intangible assets — — (171 ) (31 ) (202 ) Other investing activities — — 5 (5 ) — Net cash used in investing activities — — (196 ) (80 ) (276 ) Financing activities: Net borrowings under revolving credit facility — — 246 — 246 Repayments of debt — (798 ) — (1 ) (799 ) Proceeds from the issuance of debt, net of issuance costs — 781 — — 781 Cash dividends paid to shareholders (246 ) — — — (246 ) Repurchase of common stock (60 ) — — — (60 ) Activity from share-based compensation plans 23 — (5 ) — 18 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (37 ) (3 ) (40 ) Settlement of intercompany and other financing activities 281 (9 ) (48 ) (235 ) (11 ) Net cash provided by/(used in) financing activities 1 (26 ) 156 (239 ) (108 ) Effect of exchange-rate changes on cash and cash equivalents — — — (3 ) (3 ) Net increase/(decrease) in cash and cash equivalents — — (56 ) (206 ) (262 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 2 $ 1 $ 13 $ 378 $ 394 |
Background and Basis of Prese_2
Background and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 United States (“U.S. GAAP”) applicable to interim periods. For a more complete discussion of significant accounting policies, commitments and contingencies and certain other information, refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 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 June 30, 2019 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 primarily consist of employee stock options and restricted stock units. The effect of 4,252,823 and 3,987,794 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2019 and 2018, respectively, as such shares would have been anti-dilutive. The effect of 4,349,778 and 4,102,565 shares of common stock underlying outstanding equity awards under Nielsen’s stock compensation plans were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2019 and 2018, respectively, as such shares would have been anti-dilutive. |
Accounts Receivable | Accounts Receivable The Company extends non-interest bearing trade credit to its customers in the ordinary course of business. To minimize credit risk, ongoing credit evaluations of client’s financial condition are performed. An estimate of the allowance for doubtful accounts is made when collection of the full amount is no longer probable or returns are expected. D uring the six months ended June 30, 2019, Nielsen sold $131 million of accounts receivable . As of June 30, 2019 and December 31, 2018, $50 million and $105 million of previously sold receivables, respectively, remained outstanding. . The proceeds of $131 million from the sales . |
Summary of Recent Accounting _2
Summary of Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | Leases Effective January 1, 2019, the Company adopted the new lease accounting standard using the transition method approved by the FASB on July 30, 2018, which allows companies to apply the provisions of the new leasing standard as of January 1, 2019, without adjusting the comparative periods presented. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resulted in the recording of net operating lease right-of-use (ROU) assets of $0.5 billion (amount is net of lease incentives and ASC 420 cease-use liabilities) and corresponding operating lease liabilities of $0.5 billion. Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. See Note 5 (“Leases”) for further discussion . All significant lease arrangements are generally recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at commencement. An ROU asset and corresponding lease liability are not recorded for leases with an initial term of 12 months or less (short term leases) and Nielsen recognizes lease expense for these leases as incurred over the lease term . Nielsen has operating and finance leases for real estate facilities, servers, computer hardware, and other equipment. Nielsen’s leases have remaining lease terms of 1 year to 30 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. |
Income Taxes | Income Taxes In February 2018, the FASB issued an ASU, “Reclassification of Certain Tax Effects From Accumulated Comprehensive Income”. The new standard gives companies the option to reclassify stranded tax effects caused by the newly-enacted US Tax Cuts and Jobs Act (“TCJA”) from accumulated other comprehensive income (“AOCI”) to retained earnings. The new standard became effective for Nielsen on January 1, 2019. Nielsen is electing to not reclassify stranded income tax effects of the TCJA from AOCI to retained earnings. |
Recent Accounting Pronouncement Not Yet Adopted | |
Financial Instruments – Credit Losses | Financial Instruments – Credit Losses In June 2016, the FASB issued an ASU, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Nielsen is currently assessing the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements . |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Summary of Revenue Disaggregated by Segment by Major Product Offerings and Timing of Revenue Recognition | The table below sets forth the Company’s revenue disaggregated within each segment by major product offerings and timing of revenue recognition. (IN MILLIONS) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Connect Segment Measure $ 546 $ 560 $ 1,085 $ 1,123 Predict/Activate 226 240 424 463 Connect $ 772 $ 800 $ 1,509 $ 1,586 Media Segment Audience Measurement $ 622 $ 601 $ 1,227 $ 1,197 Plan/Optimize 234 246 455 474 Media $ 856 $ 847 $ 1,682 $ 1,671 Total $ 1,628 $ 1,647 $ 3,191 $ 3,257 Timing of revenue recognition Products transferred at a point in time $ 145 $ 157 $ 276 $ 275 Products and services transferred over time 1,483 1,490 2,915 2,982 Total $ 1,628 $ 1,647 $ 3,191 $ 3,257 |
Summary of Contract Assets and Contract Liabilities from Contracts with Customers | The table below sets forth the Company’s contract assets and contract liabilities from contracts with customers. (IN MILLIONS) June 30, 2019 December 31, 2018 Contract assets $ 280 $ 210 Contract liabilities $ 369 $ 359 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 25 $ 37 Interest on lease liabilities 3 5 Total finance lease cost 28 42 Operating lease cost 36 58 Sublease income (1 ) (2 ) Total lease cost $ 63 $ 98 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: (in millions, except lease term and discount rate) June 30, 2019 Operating leases Operating lease right-of-use assets $ 453 Other current liabilities 111 Operating lease liabilities 418 Total operating lease liabilities $ 529 Finance leases Property, plant and equipment, gross $ 367 Accumulated depreciation (189 ) Property, plant and equipment, net 178 Other intangible assets, gross 23 Accumulated amortization (11 ) Other intangible assets, net 12 Accounts payable and other current liabilities 61 Long-term debt and capital lease obligations 90 Total finance lease liabilities $ 151 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases (5 ) Operating cash flows from operating leases (65 ) Financing cash flows from finance leases (29 ) Right-of-use assets obtained in exchange for new finance lease liabilities 13 Right-of-use assets obtained in exchange for new operating lease liabilities 32 Weighted-average remaining lease term--finance leases 3 years Weighted-average remaining lease term--operating leases 9 years Weighted-average discount rate--finance leases 6.50 % Weighted-average discount rate--operating leases 4.50 % |
Schedule of Annual Maturities of Lease Liabilities | Annual maturities of Nielsen’s lease liabilities are as follows: (in millions) Operating Leases Finance Leases For July 1, 2019 to December 31, 2019 $ 93 $ 46 2020 111 48 2021 84 33 2022 70 18 2023 52 11 2024 35 4 Thereafter 195 9 Total lease payments 640 169 Less imputed interest (111 ) (18 ) Total $ 529 $ 151 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 six months ended June 30, 2019. (IN MILLIONS) Connect Media Total Balance, December 31, 2018 $ 1,337 $ 5,650 $ 6,987 Acquisitions, divestitures and other adjustments 5 17 22 Effect of foreign currency translation 8 — 8 Balance, June 30, 2019 $ 1,350 $ 5,667 $ 7,017 |
Other Intangible Assets | Other Intangible Assets Gross Amounts Accumulated Amortization June 30, December 31, June 30, December 31, (IN MILLIONS) 2019 2018 2019 2018 Indefinite-lived intangibles: Trade names and trademarks $ 1,921 $ 1,921 $ — $ — Amortized intangibles: Trade names and trademarks 143 140 (106 ) (102 ) Customer-related intangibles 3,153 3,145 (1,685 ) (1,604 ) Covenants-not-to-compete 39 39 (38 ) (38 ) Content databases 168 167 (33 ) (26 ) Computer software 3,009 3,029 (1,635 ) (1,694 ) Patents and other 179 173 (134 ) (126 ) Total $ 6,691 $ 6,693 $ (3,631 ) $ (3,590 ) |
Changes in and Reclassificati_2
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income/(Loss), Net of Tax by Component | The table below summarizes the changes in accumulated other comprehensive income/(loss), net of tax, by component for the six months ended June 30, 2019 and 2018. Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2018 $ (779 ) $ 11 $ (342 ) $ (1,110 ) Other comprehensive income/(loss) before reclassifications 20 (24 ) — (4 ) Amounts reclassified from accumulated other comprehensive (income)/loss — (5 ) 6 1 Net current period other comprehensive income/(loss) 20 (29 ) 6 (3 ) Net current period other comprehensive income/(loss) attributable to noncontrolling interest 2 — — 2 Net current period other comprehensive income/(loss) attributable to Nielsen shareholders 18 (29 ) 6 (5 ) Balance June 30, 2019 $ (761 ) $ (18 ) $ (336 ) $ (1,115 ) Foreign Currency Translation Post Employment Adjustments Cash Flow Hedges Benefits Total (IN MILLIONS) Balance December 31, 2017 $ (610 ) $ 10 $ (340 ) $ (940 ) Other comprehensive income/(loss) before reclassifications (100 ) 15 2 (83 ) Amounts reclassified from accumulated other comprehensive (income)/loss — (1 ) 7 6 Net current period other comprehensive income/(loss) (100 ) 14 9 (77 ) Net current period other comprehensive income/(loss) attributable to noncontrolling interest (2 ) — — (2 ) Net current period other comprehensive income/(loss) attributable to Nielsen shareholders (98 ) 14 9 (75 ) Balance June 30, 2018 $ (708 ) $ 24 $ (331 ) $ (1,015 ) |
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 June 30, 2019 and 2018, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive (Income)/Loss Details about Accumulated Affected Line Item in the Other Comprehensive Three Months Ended Three Months Ended Condensed Consolidated Income components June 30, 2019 June 30, 2018 Statement of Operations Cash flow hedges Interest rate contracts $ (3 ) $ (1 ) Interest (income)/expense 1 — (Benefit)/provision for income taxes $ (2 ) $ (1 ) Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 4 $ 5 (a) (1 ) (1 ) (Benefit)/provision for income taxes $ 3 $ 4 Total, net of tax Total reclassification for the period $ 1 $ 3 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 six months ended June 30, 2019 and 2018, respectively. Amount Reclassified from Accumulated Other (IN MILLIONS) Comprehensive (Income)/Loss Details about Accumulated Affected Line Item in the Other Comprehensive Six Months Ended Six Months Ended Condensed Consolidated Income components June 30, 2019 June 30, 2018 Statement of Operations Cash flow hedges Interest rate contracts $ (7 ) $ (1 ) Interest (income)/expense 2 — (Benefit)/provision for income taxes $ (5 ) $ (1 ) Total, net of tax Amortization of Post-Employment Benefits Actuarial loss $ 7 $ 9 (a) (1 ) (2 ) (Benefit)/provision for income taxes $ 6 $ 7 Total, net of tax Total reclassification for the period $ 1 $ 6 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) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018 $ 68 Reclassification of ASC 420 real estate restructuring to right-of -use asset (1) (22 ) Charges (2) 42 Payments (45 ) Effect of foreign currency translation and other adjustments (2 ) Balance at June 30, 2019 $ 41 (1) Upon adoption of ASC 842, the real estate operating lease ASC 420 liabilities were reclassified and presented as a reduction of the related operating lease right-of-use asset. (2) Excludes charges related to operating lease right-of-use assets of $5 million. Includes $6 million of adjustments related to changes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018: June 30, (IN MILLIONS) 2019 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 26 26 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 2 — 2 — Total $ 30 $ 28 $ 2 — Liabilities: Interest rate swap arrangements (3) $ 22 — $ 22 — Deferred compensation liabilities (4) 26 26 — — Total $ 48 $ 26 $ 22 — December 31, 2018 Level 1 Level 2 Level 3 Assets: Plan assets for deferred compensation (1) 25 25 — — Investment in mutual funds (2) 2 2 — — Interest rate swap arrangements (3) 23 — 23 — Total $ 50 $ 27 23 — Liabilities: Interest rate swap arrangements (3) $ 3 — $ 3 — Deferred compensation liabilities (4) 27 27 — — Total $ 30 $ 27 $ 3 — (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 equity securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the condensed consolidated statement of operations. (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 equity 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 equity securities is also reflected in the changes in fair value of the deferred compensation obligation. |
Outstanding Interest Rate Swaps | As of June 30, 2019, 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 $ 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 US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 April 2023 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 May 2023 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 250,000,000 June 2023 US Dollar US Dollar term loan floating-to-fixed rate swaps $ 150,000,000 July 2023 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 six months ended June 30, 2019 and 2018 respectively: Interest Expense Interest Expense Three Months Ended June 30, Six Months Ended June 30, (IN MILLIONS) 2019 2018 2019 2018 Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) $ 100 $ 100 $ 199 $ 196 Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax $ 2 $ 1 $ 5 $ 1 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 June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Derivatives Designated as Hedging Instruments Prepaid Expense Prepaid Expense Other and Other Current Other Non-Current Other Non-Current Other Current Other Non-Current Non-Current (IN MILLIONS) Assets Assets Liabilities Assets Assets Liabilities Interest rate swaps $ — $ 2 $ 22 $ 3 $ 20 $ 3 |
Derivatives in Cash Flow Hedging Relationships | The pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended June 30, 2019 and 2018 was as follows: Amount of (Gain)/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 Three Months Ended into Income (Effective Three Months Ended Hedging Relationships June 30, Portion) June 30, (IN MILLIONS) 2019 2018 2019 2018 Interest rate swaps $ 25 $ (6 ) Interest expense $ (3 ) $ (1 ) The pre-tax effect of derivative instruments in cash flow hedging relationships for the six months ended June 30, 2019 and 2018 was as follows: Amount of (Gain)/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 Six Months Ended into Income Six Months Ended Hedging Relationships June 30, (Effective Portion) June 30, (IN MILLIONS) 2019 2018 2019 2018 Interest rate swaps $ 33 $ (21 ) Interest expense $ (7 ) $ (1 ) |
Long-term Debt and Other Fina_2
Long-term Debt and Other Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Unless otherwise stated, interest rates are as of June 30, 2019. June 30, 2019 December 31, 2018 Weighted Weighted Interest Carrying Fair Interest Carrying Fair (IN MILLIONS) Rate Amount Value Rate Amount Value $1,125 million Senior secured term loan (LIBOR based variable rate of 4.16%) due 2023 $ 1,099 1,090 $ 1,112 1,100 $2,303 million Senior secured term loan (LIBOR based variable rate of 4.41%) due 2023 2,274 2,256 2,285 2,215 € of 2.50%) due 2023 615 615 623 619 $850 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2023 296 292 — — Total senior secured credit facilities (with weighted-average interest rate) 4.12 % 4,284 4,253 4.09 % 4,020 3,934 $800 million 4.50% senior debenture loan due 2020 798 801 797 792 $625 million 5.50% senior debenture loan due 2021 622 628 621 621 $2,300 million 5.00% senior debenture loan due 2022 2,292 2,294 2,290 2,179 $500 million 5.00% senior debenture loan due 2025 497 492 496 472 Total debenture loans (with weighted-average interest rate) 5.22 % 4,209 4,215 5.22 % 4,204 4,064 Other loans 1 1 1 1 Total long-term debt 4.67 % 8,494 8,469 4.67 % 8,225 7,999 Finance lease and other financing obligations 151 161 Bank overdrafts — 1 Total debt and other financing arrangements 8,645 8,387 Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings 412 107 Non-current portion of long-term debt and finance lease and other financing obligations $ 8,233 $ 8,280 |
Annual Maturities of Long-Term Debt | Annual maturities of Nielsen’s long-term debt are as follows: (IN MILLIONS) For July 1, 2019 to December 31, 2019 $ 320 2020 854 2021 702 2022 2,400 2023 3,719 2024 — Thereafter 499 $ 8,494 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Common Stock Activity | Common stock activity is as follows: Six Months Ended June 30, 2019 Actual number of shares of common stock outstanding Beginning of period 355,271,737 Shares of common stock issued through compensation plans 363,256 Employee benefit trust activity 38,574 End of period 355,673,567 |
Summary of Dividends Declared on Nielsen's Common Stock | The following table represents the cash dividends declared by the Board and paid for the years ended December 31, 2018 and the six months ended June 30, 2019, respectively. Declaration Date Record Date Payment Date Dividend Per Share February 21, 2018 March 7, 2018 March 21, 2018 $ 0.34 April 19, 2018 June 6, 2018 June 20, 2018 $ 0.35 July 19, 2018 August 22, 2018 September 5, 2018 $ 0.35 October 18, 2018 November 21, 2018 December 5, 2018 $ 0.35 February 21, 2019 March 7, 2019 March 21, 2019 $ 0.35 April 18, 2019 June 5, 2019 June 19, 2019 $ 0.35 |
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 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information (IN MILLIONS) Connect Media Corporate Total Three Months Ended June 30, 2019 Revenues $ 772 $ 856 $ — $ 1,628 Depreciation and amortization $ 55 $ 128 $ 2 $ 185 Restructuring charges $ 4 $ 3 $ 5 $ 12 Share-based compensation expense $ 4 $ 3 $ 4 $ 11 Other items (1) $ — $ — $ 13 $ 13 Operating income/(loss) $ 46 $ 237 $ (34 ) $ 249 Business segment income/(loss) (2) $ 109 $ 371 $ (10 ) $ 470 Total assets as of June 30, 2019 $ 5,560 $ 9,822 $ 206 $ 15,588 (IN MILLIONS) Three Months Ended June 30, 2018 Revenues $ 800 $ 847 $ — $ 1,647 Depreciation and amortization $ 54 $ 106 $ 2 $ 162 Restructuring charges $ 55 $ 5 $ 5 $ 65 Share-based compensation expense $ 3 $ 2 $ 2 $ 7 Other items (1) $ — $ — $ 6 $ 6 Operating income/(loss) $ 1 $ 252 $ (25 ) $ 228 Business segment income/(loss) (2) $ 113 $ 365 $ (10 ) $ 468 Total assets as of December 31, 2018 $ 5,416 $ 9,647 $ 116 $ 15,179 (IN MILLIONS) Connect Media Corporate Total Six Months Ended June 30, 2019 Revenues $ 1,509 $ 1,682 $ — $ 3,191 Depreciation and amortization $ 110 $ 251 $ 3 $ 364 Restructuring charges $ 26 $ 10 $ 11 $ 47 Share-based compensation expense $ 8 $ 6 $ 12 $ 26 Other items (1) $ — $ — $ 25 $ 25 Operating income/(loss) $ 44 $ 451 $ (72 ) $ 423 Business segment income/(loss) (2) $ 188 $ 718 $ (21 ) $ 885 (IN MILLIONS) Six Months Ended June 30, 2018 Revenues $ 1,586 $ 1,671 $ — $ 3,257 Depreciation and amortization $ 108 $ 218 $ 3 $ 329 Restructuring charges $ 70 $ 14 $ 5 $ 89 Share-based compensation expense $ 7 $ 5 $ 8 $ 20 Other items (1) $ — $ — $ 18 $ 18 Operating income/(loss) $ 15 $ 475 $ (55 ) $ 435 Business segment income/(loss) (2) $ 200 $ 712 $ (21 ) $ 891 (1) Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three and six months ended June 30, 2019. Other items primarily consists of transaction related costs and business optimization costs for the three and six months ended June 30, 2018. (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 Informati_2
Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Guarantees [Abstract] | |
Consolidating Statement of Comprehensive Income | Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 890 $ 738 $ — $ 1,628 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 369 330 — 699 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 240 242 — 483 Depreciation and amortization — — 149 36 — 185 Restructuring charges — — 11 1 — 12 Operating income/(loss) (1 ) — 121 129 — 249 Interest income 1 201 (8 ) 1 (194 ) 1 Interest expense — (93 ) (208 ) 7 194 (100 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) — — (1 ) Other income/(expense), net — — 47 (47 ) — — Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries — 108 (49 ) 90 — 149 Beneft/(provision) for income taxes — (29 ) 47 (41 ) — (23 ) Equity in net income/(loss) of subsidiaries 123 33 125 — (281 ) — Net income/(loss) 123 112 123 49 (281 ) 126 Less net income/(loss) attributable to noncontrolling interests — — — 3 — 3 Net income/(loss) attributable to controlling interest 123 112 123 46 (281 ) 123 Total other comprehensive income/(loss) (11 ) (26 ) (11 ) (2 ) 41 (9 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (11 ) (26 ) (11 ) (4 ) 41 (11 ) Total comprehensive income/(loss) 112 86 112 47 (240 ) 117 Comprehensive income/(loss) attributable to noncontrolling interest — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 112 $ 86 $ 112 $ 42 $ (240 ) $ 112 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the three months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 899 $ 748 $ — $ 1,647 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 359 339 — 698 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 1 — 235 258 — 494 Depreciation and amortization — — 129 33 — 162 Restructuring charges — — 21 44 — 65 Operating income/(loss) (1 ) — 155 74 — 228 Interest income 1 165 8 3 (175 ) 2 Interest expense — (92 ) (174 ) (9 ) 175 (100 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) (3 ) — (4 ) Other income/(expense), net — (6 ) 120 (119 ) — (5 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates — 67 108 (54 ) — 121 Benefit/(provision) for income taxes — (14 ) (22 ) (8 ) — (44 ) Equity in net income/(loss) of subsidiaries 72 27 (14 ) — (85 ) — Equity in net income/(loss) of affiliates — — — (1 ) — (1 ) Net income/(loss) 72 80 72 (63 ) (85 ) 76 Less net income/(loss) attributable to noncontrolling interests — — — 4 — 4 Net income/(loss) attributable to controlling interest 72 80 72 (67 ) (85 ) 72 Total other comprehensive income/(loss) (129 ) 19 (129 ) (151 ) 257 (133 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (4 ) — (4 ) Total other comprehensive income/(loss) attributable to controlling interests (129 ) 19 (129 ) (147 ) 257 (129 ) Total comprehensive income/(loss) $ (57 ) $ 99 $ (57 ) $ (214 ) $ 172 $ (57 ) Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,757 $ 1,434 $ — $ 3,191 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 745 649 — 1,394 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 474 487 — 963 Depreciation and amortization — — 294 70 — 364 Restructuring charges — — 23 24 — 47 Operating income/(loss) (2 ) — 221 204 — 423 Interest income 1 385 2 3 (388 ) 3 Interest expense — (186 ) (398 ) (3 ) 388 (199 ) Foreign currency exchange transaction gains/(losses), net — — — (4 ) — (4 ) Other income/(expense), net — — 40 (35 ) — 5 Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries (1 ) 199 (135 ) 165 — 228 Benefit/(provision) for income taxes — (54 ) 110 (111 ) — (55 ) Equity in net income/(loss) of subsidiaries 167 89 192 — (448 ) — Net income/(loss) 166 234 167 54 (448 ) 173 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 166 234 167 47 (448 ) 166 Total other comprehensive income/(loss) (5 ) (25 ) (5 ) 30 2 (3 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — 2 — 2 Total other comprehensive income/(loss) attributable to controlling interests (5 ) (25 ) (5 ) 28 2 (5 ) Total comprehensive income/(loss) 161 209 162 84 (446 ) 170 Comprehensive income/(loss) attributable to noncontrolling interests — — — 9 — 9 Total comprehensive income/(loss) attributable to controlling interest $ 161 $ 209 $ 162 $ 75 $ (446 ) $ 161 Nielsen Holdings plc Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Revenues $ — $ — $ 1,769 $ 1,488 $ — $ 3,257 Cost of revenues, exclusive of depreciation and amortization shown separately below — — 734 683 — 1,417 Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below 2 — 469 516 — 987 Depreciation and amortization — — 261 68 — 329 Restructuring charges — — 32 57 — 89 Operating income/(loss) (2 ) — 273 164 — 435 Interest income 1 316 18 4 (335 ) 4 Interest expense — (183 ) (328 ) (20 ) 335 (196 ) Foreign currency exchange transaction gains/(losses), net — — (1 ) (3 ) — (4 ) Other income/(expense), net — (7 ) 120 (117 ) — (4 ) Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of subsidiaries and affiliates (1 ) 126 82 28 — 235 Benefit/(provision) for income taxes — (26 ) (20 ) (37 ) — (83 ) Equity in net income/(loss) of subsidiaries 145 85 83 — (313 ) — Equity in net income/(loss) of affiliates — — — (1 ) — (1 ) Net income/(loss) 144 185 145 (10 ) (313 ) 151 Less net income/(loss) attributable to noncontrolling interests — — — 7 — 7 Net income/(loss) attributable to controlling interest 144 185 145 (17 ) (313 ) 144 Total other comprehensive income/(loss) (75 ) 21 (75 ) (92 ) 144 (77 ) Total other comprehensive income/(loss) attributable to noncontrolling interests — — — (2 ) — (2 ) Total other comprehensive income/(loss) attributable to controlling interests (75 ) 21 (75 ) (90 ) 144 (75 ) Total comprehensive income/(loss) 69 206 70 (102 ) (169 ) 74 Comprehensive income/(loss) attributable to noncontrolling interests — — — 5 — 5 Total comprehensive income/(loss) attributable to controlling interest $ 69 $ 206 $ 70 $ (107 ) $ (169 ) $ 69 |
Consolidating Balance Sheet | Nielsen Holdings plc Condensed Consolidated Balance Sheet (Unaudited) June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 2 $ — $ 43 $ 348 $ — $ 393 Trade and other receivables, net — 1 447 779 — 1,227 Prepaid expenses and other current assets 3 — 271 132 — 406 Intercompany receivables 3 1,515 309 214 (2,041 ) — Total current assets 8 1,516 1,070 1,473 (2,041 ) 2,026 Non-current assets Property, plant and equipment, net — — 290 160 — 450 Operating lease right-of-use asset — — 196 257 453 Goodwill — — 5,531 1,486 — 7,017 Other intangible assets, net — — 4,467 514 — 4,981 Deferred tax assets 1 — — 328 — 329 Other non-current assets — 1 259 72 — 332 Equity investment in subsidiaries 2,756 1,242 4,527 — (8,525 ) — Intercompany loans 25 8,822 100 105 (9,052 ) — Total assets $ 2,790 $ 11,581 $ 16,440 $ 4,395 $ (19,618 ) $ 15,588 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 62 $ 436 $ 526 $ — $ 1,024 Deferred revenues — — 224 139 — 363 Income tax liabilities — — 27 63 — 90 Current portion of long-term debt, finance lease obligations and short-term borrowings — 55 348 9 — 412 Intercompany payables 1 — 1,732 308 (2,041 ) — Total current liabilities 1 117 2,767 1,045 (2,041 ) 1,889 Non-current liabilities Long-term debt and finance lease obligations — 8,142 80 11 — 8,233 Operating lease liabilities — — 219 199 — 418 Deferred tax liabilities — 71 935 72 — 1,078 Intercompany loans — — 8,952 100 (9,052 ) — Other non-current liabilities — 22 731 229 — 982 Total liabilities 1 8,352 13,684 1,656 (11,093 ) 12,600 Total shareholders’ equity 2,789 3,229 2,756 2,540 (8,525 ) 2,789 Noncontrolling interests — — — 199 — 199 Total equity 2,789 3,229 2,756 2,739 (8,525 ) 2,988 Total liabilities and equity $ 2,790 $ 11,581 $ 16,440 $ 4,395 $ (19,618 ) $ 15,588 Nielsen Holdings plc Condensed Consolidated Balance Sheet December 31, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Elimination Consolidated Assets: Current assets Cash and cash equivalents $ 3 $ — $ 79 $ 442 $ — $ 524 Trade and other receivables, net — 1 377 740 — 1,118 Prepaid expenses and other current assets — 3 234 124 — 361 Intercompany receivables 3 1,310 399 94 (1,806 ) — Total current assets 6 1,314 1,089 1,400 (1,806 ) 2,003 Non-current assets - Property, plant and equipment, net — — 303 165 — 468 Goodwill — — 5,531 1,456 — 6,987 Other intangible assets, net — — 4,545 479 — 5,024 Deferred tax assets 1 — — 332 — 333 Other non-current assets — 19 273 72 — 364 Equity investment in subsidiaries 2,815 1,232 1,936 — (5,983 ) — Intercompany loans 25 8,822 2,220 105 (11,172 ) — Total assets $ 2,847 $ 11,387 $ 15,897 $ 4,009 $ (18,961 ) $ 15,179 Liabilities and equity: Current liabilities Accounts payable and other current liabilities $ — $ 62 $ 541 $ 516 $ — $ 1,119 Deferred revenues — — 225 130 — 355 Income tax liabilities — — 20 56 — 76 Current portion of long-term debt, capital lease obligations and short-term borrowings — 54 46 7 — 107 Intercompany payables — — 1,408 398 (1,806 ) — Total current liabilities — 116 2,240 1,107 (1,806 ) 1,657 Non-current liabilities Long-term debt and capital lease obligations — 8,170 95 15 — 8,280 Deferred tax liabilities — 71 956 81 — 1,108 Intercompany loans — — 8,952 2,220 (11,172 ) — Other non-current liabilities — 3 839 249 — 1,091 Total liabilities — 8,360 13,082 3,672 (12,978 ) 12,136 Total shareholders’ equity 2,847 3,027 2,815 141 (5,983 ) 2,847 Noncontrolling interests — — — 196 — 196 Total equity 2,847 3,027 2,815 337 (5,983 ) 3,043 Total liabilities and equity $ 2,847 $ 11,387 $ 15,897 $ 4,009 $ (18,961 ) $ 15,179 |
Consolidating Statement of Cash Flows | Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2019 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (7 ) $ 39 $ 7 $ 144 $ 183 Investing activities: - Acquisition of subsidiaries and affiliates, net of cash acquired — — (11 ) (49 ) (60 ) Additions to property, plant and equipment and other assets — — (24 ) (20 ) (44 ) Additions to intangible assets — — (151 ) (35 ) (186 ) Net cash used in investing activities — — (186 ) (104 ) (290 ) Financing activities: Net borrowings under revolving credit facility — — 296 — 296 Repayments of debt — (29 ) — — (29 ) Increase/(decrease) in other short-term borrowings — — — (1 ) (1 ) Cash dividends paid to shareholders (249 ) — — — (249 ) Activity from share-based compensation plans — — (4 ) — (4 ) Proceeds from employee stock purchase plan 2 — — — 2 Finance leases — — (26 ) (3 ) (29 ) Settlement of intercompany and other financing activities 253 (10 ) (121 ) (130 ) (8 ) Net cash provided by/(used in) financing activities 6 (39 ) 145 (134 ) (22 ) Effect of exchange-rate changes on cash and cash equivalents — — (2 ) — (2 ) Net increase/(decrease) in cash and cash equivalents (1 ) — (36 ) (94 ) (131 ) Cash and cash equivalents at beginning of period 3 — 79 442 524 Cash and cash equivalents at end of period $ 2 $ — $ 43 $ 348 $ 393 Nielsen Holdings plc Condensed Consolidated Statement of Cash Flows (Unaudited) For the six months ended June 30, 2018 Non- (IN MILLIONS) Parent Issuers Guarantor Guarantor Consolidated Net cash (used in)/provided by operating activities $ (1 ) $ 26 $ (16 ) $ 116 $ 125 Investing activities: — Acquisition of subsidiaries and affiliates, net of cash acquired — — (3 ) (27 ) (30 ) Additions to property, plant and equipment and other assets — — (27 ) (17 ) (44 ) Additions to intangible assets — — (171 ) (31 ) (202 ) Other investing activities — — 5 (5 ) — Net cash used in investing activities — — (196 ) (80 ) (276 ) Financing activities: Net borrowings under revolving credit facility — — 246 — 246 Repayments of debt — (798 ) — (1 ) (799 ) Proceeds from the issuance of debt, net of issuance costs — 781 — — 781 Cash dividends paid to shareholders (246 ) — — — (246 ) Repurchase of common stock (60 ) — — — (60 ) Activity from share-based compensation plans 23 — (5 ) — 18 Proceeds from employee stock purchase plan 3 — — — 3 Capital leases — — (37 ) (3 ) (40 ) Settlement of intercompany and other financing activities 281 (9 ) (48 ) (235 ) (11 ) Net cash provided by/(used in) financing activities 1 (26 ) 156 (239 ) (108 ) Effect of exchange-rate changes on cash and cash equivalents — — — (3 ) (3 ) Net increase/(decrease) in cash and cash equivalents — — (56 ) (206 ) (262 ) Cash and cash equivalents at beginning of period 2 1 69 584 656 Cash and cash equivalents at end of period $ 2 $ 1 $ 13 $ 378 $ 394 |
Background and Basis of Prese_3
Background and Basis of Presentation - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($)Countryshares | Jun. 30, 2018shares | Jun. 30, 2019USD ($)SegmentCountryshares | Jun. 30, 2018shares | Dec. 31, 2018USD ($) | |
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 | 4,252,823 | 3,987,794 | 4,349,778 | 4,102,565 | |
Accounts receivable sold to third parties | $ 131 | ||||
Proceed from sale of accounts receivable | 131 | ||||
Accounts receivables outstanding | $ 50 | $ 50 | $ 105 |
Summary of Recent Accounting _3
Summary of Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Operating lease right-of-use asset | $ 453 | $ 500 |
Operating lease liability | $ 529 | $ 500 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue Disaggregated by Segment by Major Product Offerings and Timing of Revenue Recognition (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | $ 1,628 | $ 1,647 | $ 3,191 | $ 3,257 |
Operating Segments | Products Transferred at a Point in Time | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 145 | 157 | 276 | 275 |
Operating Segments | Products and Services Transferred Over Time | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 1,483 | 1,490 | 2,915 | 2,982 |
Connect | Operating Segments | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 772 | 800 | 1,509 | 1,586 |
Connect | Operating Segments | Measure | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 546 | 560 | 1,085 | 1,123 |
Connect | Operating Segments | Predict/Activate | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 226 | 240 | 424 | 463 |
Media | Operating Segments | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 856 | 847 | 1,682 | 1,671 |
Media | Operating Segments | Audience Measurement | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 622 | 601 | 1,227 | 1,197 |
Media | Operating Segments | Plan/Optimize | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | $ 234 | $ 246 | $ 455 | $ 474 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Revenues [Abstract] | ||
Contract assets | $ 280 | $ 210 |
Contract liabilities | $ 369 | $ 359 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Revenues [Abstract] | |||||
Increase in contract with customer asset | $ 249,000,000 | ||||
Contract with customer asset offset | 179,000,000 | ||||
Increase in contract with customer liability | 287,000,000 | ||||
Contract with customer liability offset | 277,000,000 | ||||
Revenue, remaining performance obligation | $ 6,900,000,000 | ||||
Revenue, remaining performance obligations, percentage | 70.00% | 70.00% | |||
Deferred costs capitalized | $ 14,000,000 | $ 14,000,000 | $ 18,000,000 | ||
Amortization of deferred costs | $ 2,000,000 | $ 3,000,000 | 4,000,000 | $ 7,000,000 | |
Impairment loss | $ 0 | $ 0 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Payments to acquire businesses, net of cash acquired | $ 60 | $ 30 |
Leases - Additional Information
Leases - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2019 | |
Minimum | |
Lessee Lease Description [Line Items] | |
Operating and Finance leases, remaining lease terms | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Operating and Finance leases, remaining lease terms | 30 years |
Operating and Financing leases, options to extend leases term | 5 years |
Operating and Finance leases, options to terminate leases term | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 25 | $ 37 |
Interest on lease liabilities | 3 | 5 |
Total finance lease cost | 28 | 42 |
Operating lease cost | 36 | 58 |
Sublease income | (1) | (2) |
Total lease cost | $ 63 | $ 98 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Operating leases | |||
Operating lease right-of-use assets | $ 453 | $ 500 | |
Total operating lease liabilities | 529 | $ 500 | |
Finance leases | |||
Property, plant and equipment, net | 450 | $ 468 | |
Other intangible assets, gross | 6,691 | 6,693 | |
Accumulated amortization | (3,631) | (3,590) | |
Other intangible assets, net | 4,981 | 5,024 | |
Accounts payable and other current liabilities | 1,024 | 1,119 | |
Long-term debt and finance lease obligations | 8,233 | $ 8,280 | |
Total finance lease liabilities | 151 | ||
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | (5) | ||
Operating cash flows from operating leases | (65) | ||
Financing cash flows from finance leases | (29) | ||
Right-of-use assets obtained in exchange for new finance lease liabilities | 13 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 32 | ||
Weighted-average remaining lease term--finance leases | 3 years | ||
Weighted-average remaining lease term--operating leases | 9 years | ||
Weighted-average discount rate--finance leases | 6.50% | ||
Weighted-average discount rate--operating leases | 4.50% | ||
Finance Leases | |||
Finance leases | |||
Property, plant and equipment, gross | $ 367 | ||
Accumulated depreciation | (189) | ||
Property, plant and equipment, net | 178 | ||
Other intangible assets, gross | 23 | ||
Accumulated amortization | (11) | ||
Other intangible assets, net | 12 | ||
Accounts payable and other current liabilities | 61 | ||
Long-term debt and finance lease obligations | 90 | ||
Other Current Liabilities | |||
Operating leases | |||
Total operating lease liabilities | 111 | ||
Operating Lease Liabilities | |||
Operating leases | |||
Total operating lease liabilities | $ 418 |
Leases - Schedule of Annual Mat
Leases - Schedule of Annual Maturities of Lease Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Operating Leases, July 1, 2019 to December 31, 2019 | $ 93 | |
Operating Leases, 2020 | 111 | |
Operating Leases, 2021 | 84 | |
Operating Leases, 2022 | 70 | |
Operating Leases, 2023 | 52 | |
Operating Leases, 2024 | 35 | |
Operating Leases, Thereafter | 195 | |
Operating Leases, Total lease payments | 640 | |
Operating Leases, Less imputed interest | (111) | |
Operating Leases, Total | 529 | $ 500 |
Finance Leases, July 1, 2019 to December 31, 2019 | 46 | |
Finance Leases, 2020 | 48 | |
Finance Leases, 2021 | 33 | |
Finance Leases, 2022 | 18 | |
Finance Leases, 2023 | 11 | |
Finance Leases, 2024 | 4 | |
Finance Leases, Thereafter | 9 | |
Finance Leases, Total lease payments | 169 | |
Finance Leases, Less imputed interest | (18) | |
Finance Leases, Total | $ 151 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 0 | |||
Goodwill deductible for income tax purposes | $ 49,000,000 | 49,000,000 | ||
Amortization expense, intangible assets | 136,000,000 | $ 117,000,000 | 274,000,000 | $ 237,000,000 |
Amortization expense, computer software | $ 86,000,000 | $ 65,000,000 | $ 173,000,000 | $ 33,000,000 |
Maximum | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Reporting unit percentage of fair value exceeded its carrying value | 10.00% | 10.00% |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Balance beginning | $ 6,987 |
Acquisitions, divestitures and other adjustments | 22 |
Effect of foreign currency translation | 8 |
Balance ending | 7,017 |
Connect | |
Goodwill [Line Items] | |
Balance beginning | 1,337 |
Acquisitions, divestitures and other adjustments | 5 |
Effect of foreign currency translation | 8 |
Balance ending | 1,350 |
Media | |
Goodwill [Line Items] | |
Balance beginning | 5,650 |
Acquisitions, divestitures and other adjustments | 17 |
Balance ending | $ 5,667 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | $ 6,691 | $ 6,693 |
Amortized intangibles, Accumulated Amortization | (3,631) | (3,590) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 143 | 140 |
Amortized intangibles, Accumulated Amortization | (106) | (102) |
Customer - related intangibles | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 3,153 | 3,145 |
Amortized intangibles, Accumulated Amortization | (1,685) | (1,604) |
Covenants-not-to-compete | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 39 | 39 |
Amortized intangibles, Accumulated Amortization | (38) | (38) |
Content database | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 168 | 167 |
Amortized intangibles, Accumulated Amortization | (33) | (26) |
Computer software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 3,009 | 3,029 |
Amortized intangibles, Accumulated Amortization | (1,635) | (1,694) |
Patents and other | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Amortized intangibles, Gross Amounts | 179 | 173 |
Amortized intangibles, Accumulated Amortization | (134) | (126) |
Trade names and trademarks | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles, Gross Amounts | $ 1,921 | $ 1,921 |
Changes in and Reclassificati_3
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Changes in Accumulated Other Comprehensive Income/(Loss), Net of Tax by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | $ 2,989 | $ 4,458 | $ 3,043 | $ 4,443 |
Amounts reclassified from accumulated other comprehensive (income)/loss | 1 | 3 | 1 | 6 |
Total other comprehensive income/(loss) | (9) | (133) | (3) | (77) |
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | 2 | (4) | 2 | (2) |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (11) | (129) | (5) | (75) |
Balance | 2,988 | 4,245 | 2,988 | 4,245 |
Foreign Currency Translation Adjustments | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (768) | (571) | (779) | (610) |
Other comprehensive income/(loss) before reclassifications | 20 | (100) | ||
Total other comprehensive income/(loss) | 20 | (100) | ||
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | 2 | (2) | ||
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | 18 | (98) | ||
Balance | (761) | (708) | (761) | (708) |
Cash Flow Hedges | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | 11 | 10 | ||
Other comprehensive income/(loss) before reclassifications | (24) | 15 | ||
Amounts reclassified from accumulated other comprehensive (income)/loss | (5) | (1) | ||
Total other comprehensive income/(loss) | (29) | 14 | ||
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (29) | 14 | ||
Balance | (18) | 24 | (18) | 24 |
Accumulated Other Comprehensive Income/(Loss), Net Post Employment Benefits | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (338) | (336) | (342) | (340) |
Other comprehensive income/(loss) before reclassifications | 2 | |||
Amounts reclassified from accumulated other comprehensive (income)/loss | 3 | 4 | 6 | 7 |
Total other comprehensive income/(loss) | 6 | 9 | ||
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | 6 | 9 | ||
Balance | (336) | (331) | (336) | (331) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Balance | (1,110) | (940) | ||
Other comprehensive income/(loss) before reclassifications | (4) | (83) | ||
Amounts reclassified from accumulated other comprehensive (income)/loss | 1 | 6 | ||
Total other comprehensive income/(loss) | (3) | (77) | ||
Net current period other comprehensive income/(loss) attributable to noncontrolling interest | 2 | (2) | ||
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (5) | (75) | ||
Balance | $ (1,115) | $ (1,015) | $ (1,115) | $ (1,015) |
Changes in and Reclassificati_4
Changes in and Reclassification out of Accumulated Other Comprehensive Income/(Loss) by Component - Summary of Reclassification of Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Benefit/(provision) for income taxes | $ (23) | $ (44) | $ (55) | $ (83) | |
Net income attributable to Nielsen stockholders | (123) | (72) | (166) | (144) | |
Net income attributable to Nielsen stockholders | 1 | 3 | 1 | 6 | |
Cash Flow Hedges | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Net income attributable to Nielsen stockholders | (5) | (1) | |||
Cash Flow Hedges | Interest rate contracts | Amount Reclassified from Accumulated Other Comprehensive (Income)/Loss | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest (income)/expense | (3) | (1) | (7) | (1) | |
Benefit/(provision) for income taxes | 1 | 2 | |||
Net income attributable to Nielsen stockholders | (2) | (1) | (5) | (1) | |
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 | 5 | 7 | 9 |
Benefit for income taxes | (1) | (1) | (1) | (2) | |
Net income attributable to Nielsen stockholders | $ 3 | $ 4 | $ 6 | $ 7 | |
[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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | |||
Restructuring And Related Activities [Abstract] | ||||
Beginning Balance | $ 68 | |||
Reclassification of ASC 420 real estate restructuring to right-of -use asset | [1] | (22) | ||
Charges | $ 7 | 42 | [2] | |
Payments | (45) | |||
Effect of foreign currency translation and other adjustments | (2) | |||
Ending Balance | $ 41 | $ 41 | ||
[1] | Upon adoption of ASC 842, the real estate operating lease ASC 420 liabilities were reclassified and presented as a reduction of the related operating lease right-of-use asset. | |||
[2] | Excludes charges related to operating lease right-of-use assets of $5 million. Includes $6 million of adjustments related to changes |
Restructuring Activities - Su_2
Restructuring Activities - Summary of Changes in Liabilities for Restructuring Activities (Parenthetical) (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Adjustments related to changes in previous productivity initiatives | $ 6 |
Operating Lease Right-of-use Assets | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | $ 5 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | ||
Restructuring And Related Activities [Abstract] | ||||||
Restructuring charges | $ 7 | $ 42 | [1] | |||
Restructuring charges | 12 | $ 65 | 47 | $ 89 | ||
Restructuring reserve | 41 | 41 | $ 68 | |||
Restructuring actions for remaining liabilities, Current | $ 37 | $ 37 | ||||
[1] | Excludes charges related to operating lease right-of-use assets of $5 million. Includes $6 million of adjustments related to changes |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 | |
Assets: | |||
Asset | $ 30 | $ 50 | |
Liabilities: | |||
Liabilities | 48 | 30 | |
Interest Rate Swap Arrangements | |||
Assets: | |||
Asset | [1] | 2 | 23 |
Liabilities: | |||
Liabilities | [1] | 22 | 3 |
Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 26 | 27 |
Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 26 | 25 |
Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Level 1 | |||
Assets: | |||
Asset | 28 | 27 | |
Liabilities: | |||
Liabilities | 26 | 27 | |
Level 1 | Deferred Compensation Liabilities | |||
Liabilities: | |||
Liabilities | [2] | 26 | 27 |
Level 1 | Plan Assets for Deferred Compensation | |||
Assets: | |||
Asset | [3] | 26 | 25 |
Level 1 | Investment In Mutual Funds | |||
Assets: | |||
Asset | [4] | 2 | 2 |
Level 2 | |||
Assets: | |||
Asset | 2 | 23 | |
Liabilities: | |||
Liabilities | 22 | 3 | |
Level 2 | Interest Rate Swap Arrangements | |||
Assets: | |||
Asset | [1] | 2 | 23 |
Liabilities: | |||
Liabilities | [1] | $ 22 | $ 3 |
[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 equity 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 equity 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 equity securities with any gains or losses resulting from changes in fair value recorded in other income/(expense), net in the condensed consolidated statement of operations. | ||
[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 ($) | 1 Months Ended | 6 Months Ended | |||
May 31, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Derivative Instruments Gain Loss [Line Items] | |||||
Pre-tax gain (loss) from accumulated other comprehensive loss to interest expense expected to be recognized in next twelve months | $ (2,000,000) | ||||
US Dollar term loan floating-to-fixed rate swaps maturing on July 2023 | |||||
Derivative Instruments Gain Loss [Line Items] | |||||
Notional amount of outstanding derivative financial instruments | $ 150,000,000 | 150,000,000 | |||
Interest rate swap maturity term | 4 years | ||||
Variable interest rate | 1.82% | ||||
US Dollar term loan floating-to-fixed rate swaps maturing on April 2023 | |||||
Derivative Instruments Gain Loss [Line Items] | |||||
Notional amount of outstanding derivative financial instruments | $ 150,000,000 | 150,000,000 | |||
Interest rate swap maturity term | 4 years | ||||
Variable interest rate | 2.26% | ||||
US Dollar term loan floating-to-fixed rate swaps maturing on June 2023 | |||||
Derivative Instruments Gain Loss [Line Items] | |||||
Notional amount of outstanding derivative financial instruments | $ 250,000,000 | 250,000,000 | |||
Interest rate swap maturity term | 4 years | ||||
Variable interest rate | 2.07% | ||||
Foreign Currency Exchange Contract | |||||
Derivative Instruments Gain Loss [Line Items] | |||||
Gain (loss) on derivative financial instruments | 0 | $ (1,000,000) | |||
Notional amount of outstanding derivative financial instruments | $ 135,000,000 | $ 76,000,000 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Interest Rate Swaps (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | May 31, 2019 | Mar. 31, 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 | 2019-07 | ||
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 | 2020-07 | ||
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 | 2020-07 | ||
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 | 2020-10 | ||
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 | 2021-10 | ||
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 | 2022-07 | ||
US Dollar term loan floating-to-fixed rate swaps maturing on April 2023 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional Amount | $ 150,000,000 | $ 150,000,000 | |
Maturity Date | 2023-04 | ||
US Dollar term loan floating-to-fixed rate swaps maturing on May 2023 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional Amount | $ 250,000,000 | ||
Maturity Date | 2023-05 | ||
US Dollar term loan floating-to-fixed rate swaps maturing on June 2023 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional Amount | $ 250,000,000 | $ 250,000,000 | |
Maturity Date | 2023-06 | ||
US Dollar term loan floating-to-fixed rate swaps maturing on July 2023 | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional Amount | $ 150,000,000 | $ 150,000,000 | |
Maturity Date | 2023-07 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | ||||
Interest expense (Location in the consolidated statement of operations in which the effects of cash flow hedges are recorded) | $ 100 | $ 100 | $ 199 | $ 196 |
Amount of gain/(loss) reclassified from accumulated other comprehensive income into income, net of tax | $ 2 | $ 1 | $ 5 | $ 1 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Derivative Instruments in Consolidated Balance Sheets (Detail) - Interest Rate Swap Arrangements - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Prepaid Expenses and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Assets | $ 3 | |
Other Non-Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Assets | $ 2 | 20 |
Other Non-Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Liabilities | $ 22 | $ 3 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives in Cash Flow Hedging Relationships (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Interest Rate Swap Arrangements | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (Gain)/Loss Recognized in OCI (Effective Portion) | $ 25 | $ (6) | $ 33 | $ (21) |
Interest Expense | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (Gain)/Loss Reclassified from AOCI into Income (Effective Portion) | $ (3) | $ (1) | $ (7) | $ (1) |
Long-term Debt and Other Fina_3
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 4.67% | 4.67% |
Total long-term debt, Carrying Amount | $ 8,494 | $ 8,225 |
Finance lease and other financing obligations | 151 | 161 |
Bank overdrafts | 1 | |
Total debt and other financing arrangements | 8,645 | 8,387 |
Less: Current portion of long-term debt, finance lease and other financing obligations and other short-term borrowings | 412 | 107 |
Long-term debt and finance lease obligations | 8,233 | 8,280 |
Total long-term debt, Fair Value | $ 8,469 | $ 7,999 |
Senior secured credit facilities | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 4.12% | 4.09% |
Total long-term debt, Carrying Amount | $ 4,284 | $ 4,020 |
Total long-term debt, Fair Value | $ 4,253 | $ 3,934 |
Debenture loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Weighted average interest rate | 5.22% | 5.22% |
Total long-term debt, Carrying Amount | $ 4,209 | $ 4,204 |
Total long-term debt, Fair Value | 4,215 | 4,064 |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 4.16% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1,099 | 1,112 |
Total long-term debt, Fair Value | 1,090 | 1,100 |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 4.41% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,274 | 2,285 |
Total long-term debt, Fair Value | 2,256 | 2,215 |
Senior Secured Term Loan Facility Due 2023 | Euro Libor Based Variable Rate of 2.50% | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 615 | 623 |
Total long-term debt, Fair Value | 615 | 619 |
Senior Secured Revolving Credit Facility Due 2023 | Euro Libor or Libor based variable rate | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 296 | |
Total long-term debt, Fair Value | 292 | |
Senior Debenture Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 798 | 797 |
Total long-term debt, Fair Value | 801 | 792 |
Senior debenture loan due 2021 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 622 | 621 |
Total long-term debt, Fair Value | 628 | 621 |
Senior Debenture Loan Due 2022 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 2,292 | 2,290 |
Total long-term debt, Fair Value | 2,294 | 2,179 |
Senior Debenture Loan Due 2025 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 497 | 496 |
Total long-term debt, Fair Value | 492 | 472 |
Other Loans | ||
Debt Instrument [Line Items] | ||
Total long-term debt, Carrying Amount | 1 | 1 |
Total long-term debt, Fair Value | $ 1 | $ 1 |
Long-term Debt and Other Fina_4
Long-term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Parenthetical) (Detail) € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2018EUR (€) | |
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 4.16% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 1,125 | $ 1,125 | ||
Debt instrument, variable rate | 4.16% | 4.16% | ||
Debt instrument, maturity year | 2023 | 2023 | ||
Senior Secured Term Loan Facility Due 2023 | Libor Based Variable Rate of 4.41% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 2,303 | $ 2,303 | ||
Debt instrument, variable rate | 4.41% | 4.41% | ||
Debt instrument, maturity year | 2023 | 2023 | ||
Senior Secured Term Loan Facility Due 2023 | Euro Libor Based Variable Rate of 2.50% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | € | € 545 | € 545 | ||
Debt instrument, variable rate | 2.50% | 2.50% | ||
Debt instrument, maturity year | 2023 | 2023 | ||
Senior Secured Revolving Credit Facility Due 2023 | Euro Libor or Libor based variable rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 850 | $ 850 | ||
Debt instrument, maturity year | 2023 | 2023 | ||
Senior Debenture Loan Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 800 | $ 800 | ||
Debt instrument, maturity year | 2020 | 2020 | ||
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 | 2021 | 2021 | ||
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 | 2022 | 2022 | ||
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 | 2025 | 2025 | ||
Debt instrument interest rate stated percentage | 5.00% | 5.00% | 5.00% | 5.00% |
Long-term Debt and Other Fina_5
Long-term Debt and Other Financing Arrangements - Annual Maturities of Long-Term Debt (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
For July 1, 2019 to December 31, 2019 | $ 320 | |
2020 | 854 | |
2021 | 702 | |
2022 | 2,400 | |
2023 | 3,719 | |
Thereafter | 499 | |
Total | $ 8,494 | $ 8,225 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Activity (Detail) | 6 Months Ended |
Jun. 30, 2019shares | |
Actual number of shares of common stock outstanding | |
Beginning of period | 355,271,737 |
Shares of common stock issued through compensation plans | 363,256 |
Employee benefit trust activity | 38,574 |
End of period | 355,673,567 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Dividends Paid (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Dividends Payable [Line Items] | |||||
Dividend Per Share | $ 0.35 | $ 0.35 | $ 0.70 | $ 0.69 | |
Installment One | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Feb. 21, 2019 | Feb. 21, 2018 | |||
Record Date | Mar. 7, 2019 | Mar. 7, 2018 | |||
Payment Date | Mar. 21, 2019 | Mar. 21, 2018 | |||
Dividend Per Share | $ 0.35 | $ 0.34 | |||
Installment Two | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Apr. 18, 2019 | Apr. 19, 2018 | |||
Record Date | Jun. 5, 2019 | Jun. 6, 2018 | |||
Payment Date | Jun. 19, 2019 | Jun. 20, 2018 | |||
Dividend Per Share | $ 0.35 | $ 0.35 | |||
Installment Three | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Jul. 19, 2018 | ||||
Record Date | Aug. 22, 2018 | ||||
Payment Date | Sep. 5, 2018 | ||||
Dividend Per Share | $ 0.35 | ||||
Installment Four | |||||
Dividends Payable [Line Items] | |||||
Declaration Date | Oct. 18, 2018 | ||||
Record Date | Nov. 21, 2018 | ||||
Payment Date | Dec. 5, 2018 | ||||
Dividend Per Share | $ 0.35 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Jul. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 11, 2015 | Oct. 23, 2014 | Jul. 25, 2013 |
Stockholders Equity [Line Items] | ||||||||
Dividends declared per common share | $ 0.35 | $ 0.35 | $ 0.70 | $ 0.69 | ||||
Cost of treasury stock | $ 2,000,000,000 | $ 2,000,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 500,000,000 | |||
Cumulative shares repurchased | 39,426,521 | 39,426,521 | ||||||
Average price of common stock purchased | $ 44.95 | |||||||
Payments for repurchase of common stock | $ 1,772,000,000 | $ 1,772,000,000 | ||||||
Repurchases of common stock | 0 | |||||||
Maximum | ||||||||
Stockholders Equity [Line Items] | ||||||||
Cost of treasury stock | $ 2,000,000,000 | $ 2,000,000,000 | ||||||
Subsequent Event | ||||||||
Stockholders Equity [Line Items] | ||||||||
Declaration Date | Jul. 18, 2019 | |||||||
Dividends declared per common share | $ 0.35 | |||||||
Cash dividend, date to be Paid | Sep. 5, 2019 | |||||||
Cash dividend, recorded date | Aug. 22, 2019 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Approved Authorized Shares for Repurchase Program (Detail) - USD ($) | Jun. 30, 2019 | 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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rates | 15.00% | 36.00% | 24.00% | 35.00% | |
Liabilities for unrecognized tax benefits | $ 572 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Subsequent Event | Jul. 26, 2019USD ($) |
Commitment And Contingencies [Line Items] | |
Purchase amended and restated agreement date | Oct. 1, 2017 |
Purchase amended and restated agreement effective date | Jan. 1, 2017 |
TCS | |
Commitment And Contingencies [Line Items] | |
Purchase amended and restated agreement date | Jul. 1, 2019 |
Purchase amended and restated agreement effective date | Jan. 1, 2019 |
Commitment | |
Commitment And Contingencies [Line Items] | |
Purchase commitment, remaining minimum amount committed | $ 1,413,000,000 |
Services 2019 | Minimum | |
Commitment And Contingencies [Line Items] | |
Commitment to purchase services | 275,000,000 |
Services 2020 | Minimum | |
Commitment And Contingencies [Line Items] | |
Commitment to purchase services | 250,000,000 |
Services Per Year From 2021 Through 2024 | |
Commitment And Contingencies [Line Items] | |
Commitment to purchase services | 184,300,000 |
Services 2025 | |
Commitment And Contingencies [Line Items] | |
Commitment to purchase services | $ 137,800,000 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Business Segment Inf
Segments - Business Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | ||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 1,628 | $ 1,647 | $ 3,191 | $ 3,257 | ||
Depreciation and amortization | 185 | 162 | 364 | 329 | ||
Restructuring charges | 12 | 65 | 47 | 89 | ||
Share-based compensation expense | 11 | 7 | 26 | 20 | ||
Other items | [1] | 13 | 6 | 25 | 18 | |
Operating income/(loss) | 249 | 228 | 423 | 435 | ||
Business segment income/(loss) | [2] | 470 | 468 | 885 | 891 | |
Total assets | 15,588 | 15,588 | $ 15,179 | |||
Operating Segments | Connect | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 772 | 800 | 1,509 | 1,586 | ||
Depreciation and amortization | 55 | 54 | 110 | 108 | ||
Restructuring charges | 4 | 55 | 26 | 70 | ||
Share-based compensation expense | 4 | 3 | 8 | 7 | ||
Operating income/(loss) | 46 | 1 | 44 | 15 | ||
Business segment income/(loss) | [2] | 109 | 113 | 188 | 200 | |
Total assets | 5,560 | 5,560 | 5,416 | |||
Operating Segments | Media | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 856 | 847 | 1,682 | 1,671 | ||
Depreciation and amortization | 128 | 106 | 251 | 218 | ||
Restructuring charges | 3 | 5 | 10 | 14 | ||
Share-based compensation expense | 3 | 2 | 6 | 5 | ||
Operating income/(loss) | 237 | 252 | 451 | 475 | ||
Business segment income/(loss) | [2] | 371 | 365 | 718 | 712 | |
Total assets | 9,822 | 9,822 | 9,647 | |||
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation and amortization | 2 | 2 | 3 | 3 | ||
Restructuring charges | 5 | 5 | 11 | 5 | ||
Share-based compensation expense | 4 | 2 | 12 | 8 | ||
Other items | [1] | 13 | 6 | 25 | 18 | |
Operating income/(loss) | (34) | (25) | (72) | (55) | ||
Business segment income/(loss) | [2] | (10) | $ (10) | (21) | $ (21) | |
Total assets | $ 206 | $ 206 | $ 116 | |||
[1] | Other items primarily consist of business optimization costs, including strategic review costs, and transaction related costs for the three and six months ended June 30, 2019. Other items primarily consists of transaction related costs and business optimization costs for the three and six months ended June 30, 2018. | |||||
[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 Informati_3
Guarantor Financial Information - Additional Information (Detail) | Jun. 30, 2019 |
Subsidiaries of Nielsen | |
Condensed Financial Statements Captions [Line Items] | |
Ownership percentage in subsidiaries | 100.00% |
Guarantor Financial Informati_4
Guarantor Financial Information - Condensed Consolidated Statement of Comprehensive Income (Unaudited) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | $ 1,628 | $ 1,647 | $ 3,191 | $ 3,257 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 699 | 698 | 1,394 | 1,417 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 483 | 494 | 963 | 987 |
Depreciation and amortization | 185 | 162 | 364 | 329 |
Restructuring charges | 12 | 65 | 47 | 89 |
Operating income/(loss) | 249 | 228 | 423 | 435 |
Interest income | 1 | 2 | 3 | 4 |
Interest expense | (100) | (100) | (199) | (196) |
Foreign currency exchange transaction gains/(losses), net | (1) | (4) | (4) | (4) |
Other income/(expense), net | (5) | 5 | (4) | |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates | 149 | 121 | 228 | 235 |
Benefit/(provision) for income taxes | (23) | (44) | (55) | (83) |
Equity in net income/(loss) of affiliates | (1) | (1) | ||
Net income/(loss) | 126 | 76 | 173 | 151 |
Less net income/(loss) attributable to noncontrolling interests | 3 | 4 | 7 | 7 |
Net income/(loss) attributable to Nielsen shareholders | 123 | 72 | 166 | 144 |
Total other comprehensive income/(loss) | (9) | (133) | (3) | (77) |
Total other comprehensive income/(loss) attributable to noncontrolling interests | 2 | (4) | 2 | (2) |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (11) | (129) | (5) | (75) |
Total comprehensive income/(loss) | 117 | (57) | 170 | 74 |
Comprehensive income/(loss) attributable to noncontrolling interests | 5 | 9 | 5 | |
Total comprehensive income/(loss) attributable to Nielsen shareholders | 112 | (57) | 161 | 69 |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 1 | 1 | 2 | 2 |
Operating income/(loss) | (1) | (1) | (2) | (2) |
Interest income | 1 | 1 | 1 | 1 |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates | (1) | (1) | ||
Equity in net income/(loss) of subsidiaries | 123 | 72 | 167 | 145 |
Net income/(loss) | 123 | 72 | 166 | 144 |
Net income/(loss) attributable to Nielsen shareholders | 123 | 72 | 166 | 144 |
Total other comprehensive income/(loss) | (11) | (129) | (5) | (75) |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (11) | (129) | (5) | (75) |
Total comprehensive income/(loss) | 112 | (57) | 161 | 69 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | 112 | 161 | 69 | |
Issuers | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest income | 201 | 165 | 385 | 316 |
Interest expense | (93) | (92) | (186) | (183) |
Other income/(expense), net | (6) | (7) | ||
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates | 108 | 67 | 199 | 126 |
Benefit/(provision) for income taxes | (29) | (14) | (54) | (26) |
Equity in net income/(loss) of subsidiaries | 33 | 27 | 89 | 85 |
Net income/(loss) | 112 | 80 | 234 | 185 |
Net income/(loss) attributable to Nielsen shareholders | 112 | 80 | 234 | 185 |
Total other comprehensive income/(loss) | (26) | 19 | (25) | 21 |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (26) | 19 | (25) | 21 |
Total comprehensive income/(loss) | 86 | 99 | 209 | 206 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | 86 | 209 | 206 | |
Guarantor | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | 890 | 899 | 1,757 | 1,769 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 369 | 359 | 745 | 734 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 240 | 235 | 474 | 469 |
Depreciation and amortization | 149 | 129 | 294 | 261 |
Restructuring charges | 11 | 21 | 23 | 32 |
Operating income/(loss) | 121 | 155 | 221 | 273 |
Interest income | (8) | 8 | 2 | 18 |
Interest expense | (208) | (174) | (398) | (328) |
Foreign currency exchange transaction gains/(losses), net | (1) | (1) | (1) | |
Other income/(expense), net | 47 | 120 | 40 | 120 |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates | (49) | 108 | (135) | 82 |
Benefit/(provision) for income taxes | 47 | (22) | 110 | (20) |
Equity in net income/(loss) of subsidiaries | 125 | (14) | 192 | 83 |
Net income/(loss) | 123 | 72 | 167 | 145 |
Net income/(loss) attributable to Nielsen shareholders | 123 | 72 | 167 | 145 |
Total other comprehensive income/(loss) | (11) | (129) | (5) | (75) |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (11) | (129) | (5) | (75) |
Total comprehensive income/(loss) | 112 | (57) | 162 | 70 |
Total comprehensive income/(loss) attributable to Nielsen shareholders | 112 | 162 | 70 | |
Non-Guarantor | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenues | 738 | 748 | 1,434 | 1,488 |
Cost of revenues, exclusive of depreciation and amortization shown separately below | 330 | 339 | 649 | 683 |
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below | 242 | 258 | 487 | 516 |
Depreciation and amortization | 36 | 33 | 70 | 68 |
Restructuring charges | 1 | 44 | 24 | 57 |
Operating income/(loss) | 129 | 74 | 204 | 164 |
Interest income | 1 | 3 | 3 | 4 |
Interest expense | 7 | (9) | (3) | (20) |
Foreign currency exchange transaction gains/(losses), net | (3) | (4) | (3) | |
Other income/(expense), net | (47) | (119) | (35) | (117) |
Income/(loss) from continuing operations before income taxes and equity in net income/(loss) of affiliates | 90 | (54) | 165 | 28 |
Benefit/(provision) for income taxes | (41) | (8) | (111) | (37) |
Equity in net income/(loss) of affiliates | (1) | (1) | ||
Net income/(loss) | 49 | (63) | 54 | (10) |
Less net income/(loss) attributable to noncontrolling interests | 3 | 4 | 7 | 7 |
Net income/(loss) attributable to Nielsen shareholders | 46 | (67) | 47 | (17) |
Total other comprehensive income/(loss) | (2) | (151) | 30 | (92) |
Total other comprehensive income/(loss) attributable to noncontrolling interests | 2 | (4) | 2 | (2) |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | (4) | (147) | 28 | (90) |
Total comprehensive income/(loss) | 47 | (214) | 84 | (102) |
Comprehensive income/(loss) attributable to noncontrolling interests | 5 | 9 | 5 | |
Total comprehensive income/(loss) attributable to Nielsen shareholders | 42 | 75 | (107) | |
Consolidation Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest income | (194) | (175) | (388) | (335) |
Interest expense | 194 | 175 | 388 | 335 |
Equity in net income/(loss) of subsidiaries | (281) | (85) | (448) | (313) |
Net income/(loss) | (281) | (85) | (448) | (313) |
Net income/(loss) attributable to Nielsen shareholders | (281) | (85) | (448) | (313) |
Total other comprehensive income/(loss) | 41 | 257 | 2 | 144 |
Net current period other comprehensive income/(loss) attributable to Nielsen shareholders | 41 | 257 | 2 | 144 |
Total comprehensive income/(loss) | (240) | $ 172 | (446) | (169) |
Total comprehensive income/(loss) attributable to Nielsen shareholders | $ (240) | $ (446) | $ (169) |
Guarantor Financial Informati_5
Guarantor Financial Information - Condensed Consolidated Balance Sheet (Unaudited) (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | |||||||
Cash and cash equivalents | $ 393 | $ 524 | |||||
Trade and other receivables, net | 1,227 | 1,118 | |||||
Prepaid expenses and other current assets | 406 | 361 | |||||
Total current assets | 2,026 | 2,003 | |||||
Non-current assets | |||||||
Property, plant and equipment, net | 450 | 468 | |||||
Operating lease right-of-use asset | 453 | $ 500 | |||||
Goodwill | 7,017 | 6,987 | |||||
Other intangible assets, net | 4,981 | 5,024 | |||||
Deferred tax assets | 329 | 333 | |||||
Other non-current assets | 332 | 364 | |||||
Total assets | 15,588 | 15,179 | |||||
Current liabilities | |||||||
Accounts payable and other current liabilities | 1,024 | 1,119 | |||||
Deferred revenues | 363 | 355 | |||||
Income tax liabilities | 90 | 76 | |||||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 412 | 107 | |||||
Total current liabilities | 1,889 | 1,657 | |||||
Non-current liabilities | |||||||
Long-term debt and finance lease obligations | 8,233 | 8,280 | |||||
Operating lease liabilities | 418 | ||||||
Deferred tax liabilities | 1,078 | 1,108 | |||||
Other non-current liabilities | 982 | 1,091 | |||||
Total liabilities | 12,600 | 12,136 | |||||
Total shareholders’ equity | 2,789 | 2,847 | |||||
Noncontrolling interests | 199 | 196 | |||||
Total equity | 2,988 | $ 2,989 | 3,043 | $ 4,245 | $ 4,458 | $ 4,443 | |
Total liabilities and equity | 15,588 | 15,179 | |||||
Parent | |||||||
Current assets | |||||||
Cash and cash equivalents | 2 | 3 | |||||
Prepaid expenses and other current assets | 3 | ||||||
Intercompany receivables | 3 | 3 | |||||
Total current assets | 8 | 6 | |||||
Non-current assets | |||||||
Deferred tax assets | 1 | 1 | |||||
Equity investment in subsidiaries | 2,756 | 2,815 | |||||
Intercompany loans | 25 | 25 | |||||
Total assets | 2,790 | 2,847 | |||||
Current liabilities | |||||||
Intercompany payables | 1 | ||||||
Total current liabilities | 1 | ||||||
Non-current liabilities | |||||||
Total liabilities | 1 | ||||||
Total shareholders’ equity | 2,789 | 2,847 | |||||
Total equity | 2,789 | 2,847 | |||||
Total liabilities and equity | 2,790 | 2,847 | |||||
Issuers | |||||||
Current assets | |||||||
Trade and other receivables, net | 1 | 1 | |||||
Prepaid expenses and other current assets | 3 | ||||||
Intercompany receivables | 1,515 | 1,310 | |||||
Total current assets | 1,516 | 1,314 | |||||
Non-current assets | |||||||
Other non-current assets | 1 | 19 | |||||
Equity investment in subsidiaries | 1,242 | 1,232 | |||||
Intercompany loans | 8,822 | 8,822 | |||||
Total assets | 11,581 | 11,387 | |||||
Current liabilities | |||||||
Accounts payable and other current liabilities | 62 | 62 | |||||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 55 | 54 | |||||
Total current liabilities | 117 | 116 | |||||
Non-current liabilities | |||||||
Long-term debt and finance lease obligations | 8,142 | 8,170 | |||||
Deferred tax liabilities | 71 | 71 | |||||
Other non-current liabilities | 22 | 3 | |||||
Total liabilities | 8,352 | 8,360 | |||||
Total shareholders’ equity | 3,229 | 3,027 | |||||
Total equity | 3,229 | 3,027 | |||||
Total liabilities and equity | 11,581 | 11,387 | |||||
Guarantor | |||||||
Current assets | |||||||
Cash and cash equivalents | 43 | 79 | |||||
Trade and other receivables, net | 447 | 377 | |||||
Prepaid expenses and other current assets | 271 | 234 | |||||
Intercompany receivables | 309 | 399 | |||||
Total current assets | 1,070 | 1,089 | |||||
Non-current assets | |||||||
Property, plant and equipment, net | 290 | 303 | |||||
Operating lease right-of-use asset | 196 | ||||||
Goodwill | 5,531 | 5,531 | |||||
Other intangible assets, net | 4,467 | 4,545 | |||||
Other non-current assets | 259 | 273 | |||||
Equity investment in subsidiaries | 4,527 | 1,936 | |||||
Intercompany loans | 100 | 2,220 | |||||
Total assets | 16,440 | 15,897 | |||||
Current liabilities | |||||||
Accounts payable and other current liabilities | 436 | 541 | |||||
Deferred revenues | 224 | 225 | |||||
Income tax liabilities | 27 | 20 | |||||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 348 | 46 | |||||
Intercompany payables | 1,732 | 1,408 | |||||
Total current liabilities | 2,767 | 2,240 | |||||
Non-current liabilities | |||||||
Long-term debt and finance lease obligations | 80 | 95 | |||||
Operating lease liabilities | 219 | ||||||
Deferred tax liabilities | 935 | 956 | |||||
Intercompany loans | 8,952 | 8,952 | |||||
Other non-current liabilities | 731 | 839 | |||||
Total liabilities | 13,684 | 13,082 | |||||
Total shareholders’ equity | 2,756 | 2,815 | |||||
Total equity | 2,756 | 2,815 | |||||
Total liabilities and equity | 16,440 | 15,897 | |||||
Non-Guarantor | |||||||
Current assets | |||||||
Cash and cash equivalents | 348 | 442 | |||||
Trade and other receivables, net | 779 | 740 | |||||
Prepaid expenses and other current assets | 132 | 124 | |||||
Intercompany receivables | 214 | 94 | |||||
Total current assets | 1,473 | 1,400 | |||||
Non-current assets | |||||||
Property, plant and equipment, net | 160 | 165 | |||||
Operating lease right-of-use asset | 257 | ||||||
Goodwill | 1,486 | 1,456 | |||||
Other intangible assets, net | 514 | 479 | |||||
Deferred tax assets | 328 | 332 | |||||
Other non-current assets | 72 | 72 | |||||
Intercompany loans | 105 | 105 | |||||
Total assets | 4,395 | 4,009 | |||||
Current liabilities | |||||||
Accounts payable and other current liabilities | 526 | 516 | |||||
Deferred revenues | 139 | 130 | |||||
Income tax liabilities | 63 | 56 | |||||
Current portion of long-term debt, finance lease obligations and short-term borrowings | 9 | 7 | |||||
Intercompany payables | 308 | 398 | |||||
Total current liabilities | 1,045 | 1,107 | |||||
Non-current liabilities | |||||||
Long-term debt and finance lease obligations | 11 | 15 | |||||
Operating lease liabilities | 199 | ||||||
Deferred tax liabilities | 72 | 81 | |||||
Intercompany loans | 100 | 2,220 | |||||
Other non-current liabilities | 229 | 249 | |||||
Total liabilities | 1,656 | 3,672 | |||||
Total shareholders’ equity | 2,540 | 141 | |||||
Noncontrolling interests | 199 | 196 | |||||
Total equity | 2,739 | 337 | |||||
Total liabilities and equity | 4,395 | 4,009 | |||||
Consolidation Eliminations | |||||||
Current assets | |||||||
Intercompany receivables | (2,041) | (1,806) | |||||
Total current assets | (2,041) | (1,806) | |||||
Non-current assets | |||||||
Equity investment in subsidiaries | (8,525) | (5,983) | |||||
Intercompany loans | (9,052) | (11,172) | |||||
Total assets | (19,618) | (18,961) | |||||
Current liabilities | |||||||
Intercompany payables | (2,041) | (1,806) | |||||
Total current liabilities | (2,041) | (1,806) | |||||
Non-current liabilities | |||||||
Intercompany loans | (9,052) | (11,172) | |||||
Total liabilities | (11,093) | (12,978) | |||||
Total shareholders’ equity | (8,525) | (5,983) | |||||
Total equity | (8,525) | (5,983) | |||||
Total liabilities and equity | $ (19,618) | $ (18,961) |
Guarantor Financial Informati_6
Guarantor Financial Information - Condensed Consolidated Statement of Cash Flows (Unaudited) (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | $ 183 | $ 125 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (60) | (30) |
Additions to property, plant and equipment and other assets | (44) | (44) |
Additions to intangible assets | (186) | (202) |
Net cash provided by/(used in) investing activities | (290) | (276) |
Financing activities: | ||
Net borrowings under revolving credit facility | 296 | 246 |
Repayments of debt | (29) | (799) |
Increase/(decrease) in other short-term borrowings | (1) | |
Proceeds from the issuance of debt, net of issuance costs | 781 | |
Cash dividends paid to shareholders | (249) | (246) |
Repurchase of common stock | (60) | |
Activity from share-based compensation plans | (4) | 18 |
Proceeds from employee stock purchase plan | 2 | 3 |
Finance leases | (29) | (40) |
Settlement of intercompany and other financing activities | (8) | (11) |
Net cash provided by/(used in) financing activities | (22) | (108) |
Effect of exchange-rate changes on cash and cash equivalents | (2) | (3) |
Net increase/(decrease) in cash and cash equivalents | (131) | (262) |
Cash and cash equivalents at beginning of period | 524 | 656 |
Cash and cash equivalents at end of period | 393 | 394 |
Parent | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | (7) | (1) |
Financing activities: | ||
Cash dividends paid to shareholders | (249) | (246) |
Repurchase of common stock | (60) | |
Activity from share-based compensation plans | 23 | |
Proceeds from employee stock purchase plan | 2 | 3 |
Settlement of intercompany and other financing activities | 253 | 281 |
Net cash provided by/(used in) financing activities | 6 | 1 |
Net increase/(decrease) in cash and cash equivalents | (1) | |
Cash and cash equivalents at beginning of period | 3 | 2 |
Cash and cash equivalents at end of period | 2 | 2 |
Issuers | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | 39 | 26 |
Financing activities: | ||
Repayments of debt | (29) | (798) |
Proceeds from the issuance of debt, net of issuance costs | 781 | |
Settlement of intercompany and other financing activities | (10) | (9) |
Net cash provided by/(used in) financing activities | (39) | (26) |
Cash and cash equivalents at beginning of period | 1 | |
Cash and cash equivalents at end of period | 1 | |
Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | 7 | (16) |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (11) | (3) |
Additions to property, plant and equipment and other assets | (24) | (27) |
Additions to intangible assets | (151) | (171) |
Other investing activities | 5 | |
Net cash provided by/(used in) investing activities | (186) | (196) |
Financing activities: | ||
Net borrowings under revolving credit facility | 296 | 246 |
Activity from share-based compensation plans | (4) | (5) |
Finance leases | (26) | (37) |
Settlement of intercompany and other financing activities | (121) | (48) |
Net cash provided by/(used in) financing activities | 145 | 156 |
Effect of exchange-rate changes on cash and cash equivalents | (2) | |
Net increase/(decrease) in cash and cash equivalents | (36) | (56) |
Cash and cash equivalents at beginning of period | 79 | 69 |
Cash and cash equivalents at end of period | 43 | 13 |
Non-Guarantor | ||
Condensed Financial Statements Captions [Line Items] | ||
Net cash (used in)/provided by operating activities | 144 | 116 |
Investing activities: | ||
Acquisition of subsidiaries and affiliates, net of cash acquired | (49) | (27) |
Additions to property, plant and equipment and other assets | (20) | (17) |
Additions to intangible assets | (35) | (31) |
Other investing activities | (5) | |
Net cash provided by/(used in) investing activities | (104) | (80) |
Financing activities: | ||
Repayments of debt | (1) | |
Increase/(decrease) in other short-term borrowings | (1) | |
Finance leases | (3) | (3) |
Settlement of intercompany and other financing activities | (130) | (235) |
Net cash provided by/(used in) financing activities | (134) | (239) |
Effect of exchange-rate changes on cash and cash equivalents | (3) | |
Net increase/(decrease) in cash and cash equivalents | (94) | (206) |
Cash and cash equivalents at beginning of period | 442 | 584 |
Cash and cash equivalents at end of period | $ 348 | $ 378 |